Contract - Ramundsen Public Sector LLC - 3/9/2017 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 § KNOW 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, TEN.AS, a home-rule municipality with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (the "City") and RAMUNDSEN PUBLIC SECTOR, LLC
("Ramundsen") as suzcessors 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
00372479/ss2
���-
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) months 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 terms an6 conditions contained in Exhibit "A" of this Agreement,
comprise the total Agreement and they are fully 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 Work Performed: In consideration for the services to be
performed by R,-mundsen, 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.
2
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-�.he contract term
spe6fied 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 invc:ices 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.
8.01 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
3
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
later. Ramundsen may charge interest on an overdue payment at the "rate in effect" on
September 1 of the fiscal year in which the payment becomes overdue, in accordance with
V.T.C.A., Texas Government Codi, Section 2251.025(b). This Prompt Payment Policy does not
apply to payments made by City if:
A. There is a bona file dispute between City 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 goody 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.
4
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.roundrocktexas.gov/wp-content/oloads/2014/12/corr insurance 07.20112.pdf.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) auchorized 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 deman6, 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
grees that it will not be considered in the re-
specified services elsewhere, Ramundsen aadvertisement 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
5
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, (c) all fees for services rendered by or on behalf of Ramundsen (including for
services rendered by Ramundsen,Ramundsen's subcontractors and/or services rendered by thirl
parties for which Ramundsen is facilitating the provision of services to Customer), and (d) a..l
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 b} 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-
6
152 of the City's Code of Ordinances,to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) 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 communications in connection 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 Round Rock, TX7eet
8664
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
s. This
herein, exclusive venue for same shwith the laws and colie in Williamson urt decisions of the State of Texast shali e
governed by and construed in accordance
7
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, duly 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 Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall ;n 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 aF 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 counteiparts, 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.
8
IN WITNESS WHEREOF, City and Ramundsen have executed this Agreement on the
dates indicated.
City of Round Rock,Texas Ramundsen Public Sector,LCC
By*-
Printed
By:Printed Name: _ ,lv
Title: Title: L' d
Date Signed: Date Signed• v 13I!7
For City,Attest:
By:
Sara L. White, City Clerk
F*Stephan
a to For
B
ts, Ciry Attorney
9
Exhibit A
ORDER
ic
ity
the signaturestheir Julys rs inized representatives below, the interest to SunGard Public Sector and the mundsen bclus tomer identified edSector, LLC tbelowntified
below("SunGard"))as succes
(,,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").
version
This Order incorporates and is governed
sun a d slcomhletal as eements/the SunGard
as if the SunGard entity wasSSunGard'a1 d
January, to be found at htt»•//www
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: B��,� Y•
Print Name:
Print Name: Ruatwt vAivwo
Print Title:
CFO
Print Title:
Date Signed: 2I31I"�
Date 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 Proiect 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 Project Cost Supplement
APPLICABLE TAXES ARE N N TDED IN THE POJECT COST SUPPLEMENTS,HE PAYMENT INVOICE(S)CE(S) BEING SENT SEPARATELY TOIF LICABLE,
WILL BE ADDED TO THE AMOUNT
CUSTOMER.
8. ADDRESSES:
a. CUSTOMER ADDRESS FOR INVOICES: 221 East Main Street Round Rock TX 78664
b. CUSTOMER ADDRESS FOR NOT"CES: 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 actually paid'Dy Customer to
SunGard under this Crder
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>
SUNGARW
PUBLIC SECTOR
Project Cost Supplennent, Round Rock, TX
Quote Prepared For:
Quote Prepared By:
Chris Collier,GIS Manager
Tracy Bierman City of Round Rock
2036 Corte Del Nogal 221 East Main Street
Carlsbad,CA 92011 Round Rock,TX 78664
Phone: (858)451-3030 Fax: (512)218-5423
Email: tracy.bierman@sungardl)s.com
Quote Date Valid Until
Q-00021607
12/21/2016 02/28/2017
Professional Services
Services Im I Svcs Consulting Development Total Services
Proj Mgmt Installation Tech Svcs Training P 40,600.00 40,600.00
Product Code Product Name Ext Price: - - - 1,400.00
PS-CV Conversion Ext Price: - 1,400.00 14,080.00
PS-IN Installation _ 3,840.00
Project Management Ext Price: 14,080.00 - 3,840.00
PS-Pt`' Ext Price: - -
PS-TIt Training $3,840-00 $40,600.00 $59,920.00
Totals: $14,080.00 $1,400.00
Product&-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.
mming is ration
Please refer to Revised
reports,documents,or forms w6)for ill be delivered as part of the mof Work.No software u gration changes
additional productsrand/or services will need to be in this proposal.
Additionally,no customp
quoted separately.
SunGard Public Sector
and
Payment terms as follows,unless otherwise notated below for Special Payment Terms by Product:
License,Project Management,
Travel&
Consulting,
expenses a e1 due as incurred mon hlyces,Conversion,Third aInstallation rty t s due upon completion.Custom Modifications,Syare Fees are due upon stem Change Requests
this Order.Training fees arvices fees are on execution
oice,upon completion.
or SOW s for customization,and ThirdParty Product implementation
ue mon he as such semi eseareod�eliveed.Additional sthis ervices,ces,rder if requested w50%due ill be invoiced at then-current
Unless otherwise provided,other Professional
rates.Any shipping charges shown are estimated only and actual shipping charges will be due upon invoice,upon delivery.
SunGard Public Sector
SUNGARD PUBLIC SECTOR TRAVEL EXPENSE GUIDELINES
SunGard Public Sector will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are tobhe Customer and are documentedmade through the SunGard rate Travel in writing.Agent unless other
arrangements have been made with
le with a minimum of
AIR TRAVEL—SunGard Public Sector will use the least ensive class of service Secltobshall provide he travel seven (7)
day, maximum of thirty(30) day, advance purchase Upon request,t SunGard Public
itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the itinerary will require a receipt
for reimbursement.
approved maeagerate forflight
all localbnps en otherwise approved by the Customer,
Trips fewer than 250 miles' round are consider
Customer will reimburse the current IRS app
LODGING—Reasonable lodging accommodatedonfors a$125 per nighteCustomer's reimbursabl , up to 2prior approval will bedepending
required Upon
reasonable accommodations cannot be secu
request by Customer,the hotel receipt received upon departure will be submitted or reimbursement. All food items,
movies, and phone/internet charges are not reimbursable.
three or more
c Sector
RENTAL GAR—Compactor Intermediate cars will
fba fullrequired
car is author z dare
Gas is r mbu sab eSunGard
howevber pre-paid
employees sharing the car in which case the use o
gas purchases will not be authorized and all rental to CustomerSunGard alcars are to beSuPublic Sector returned Sshaldece allental car
full
gas.
l peceipts
for car rental and gas purchases will be submitted
insurance offered by the car rental agency as staff members will be covered under the SunGard Public Sector auto
insurance policy. Fines for traffic violations are not reimbursable expenses.
to use
ans
OTHER TRANSPORTATION—SunGard Public
hotel shstaff uttle a servbe)SA port are taxi odr mileagehfor the employee'slpeesonal
for traveling to and from the airport(Airport bus, ll be
vehicle(per IRS mileage guidelines) are reimbursableif
documented n ed by a readily available lect onlic ecessar�. Upon request, receipt(s)for the (mapping submitted
to Customer. Proof of mileage may be required and y
service.The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS
guidelines).
OTHER BUSINESS EXPENSES—Parking at the airport orclient
Icabt site is re
e exceeding 20% is oolt reoand mbu srom able.he airport Porter tips ad
while traveling at the client site are reimbursable.Tipping o
day or Company
reimbursable, not exceeding $1.00 per bag. dr reimbursable
and thellimit s one shirt aludes a nd one pair pants/skirt per day.
Holiday. Laundry charges must be incurred during he t
With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items.
MEALS
$57.00 per day Standard Per Diem
$11.40—Breakfast
$14.25—Lunch
$31.35—Dinner
SUNGARD PUBLIC SECTOR TRAVEL EXPENSE GUIDELINES
SunGard Public Sector will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the SunGard Corporate Travel Agent unless other
arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL—SunGard Public Sector will use the least expensive class of service available with a minimum of seven (7)
day, maximum of thirty(30) day, advance purchase. Upon request, SunGard Public Sector shall provide the travel
itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the itinerary will require a receipt
for reimbursement.
Trips fewer than 250 miles' round are considered local. Unless a flight has been otherwise approved by the Customer,
Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING—Reasonable lodging accommodations are reimbursable, up to$125 pc r night. If, depending on the city,
reasonable accommodations cannot be secured for$125 per night, Customer' prior approval will be required. Upon
request by Customer,the hotel receipt received upon departure will be submitted for reimbursement. All food items,
movies, and phone/internet charges are not reimbursable.
RENTP L CAR—Compact or Intermediate cars will be required unless there are three or more SunGard Public Sector
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however pre-paid
gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts
for car rental and gas purchases will be submitted to Customer. SunGard Public Sector shall decline all rental car
insurance offered by the car rental agency as staff members will be covered under the SunGard Public Sector auto
insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION—SunGard Public Sector staff members are expected to use the most economical means
for traveling to and from the airport(Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's personal
vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s)for the taxi will be submitted
to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping
service.The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS
guidelines).
OTHER BUSINESS EXPENSES—Parking at the airport or client site is reimbursable. Tolls to and from the airport and
while traveling at the client site are reimbursable.Tipping on cab fare exceeding 20% is not reimbursable. Porter tips are
reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company
Holiday. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day.
With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items.
MEALS
$57.00 per day Standard Per Diem
$11.40—Breakfast
$14.25—Lunch
$31.35—Dinner
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").
of Customer and only
1. Scope. Customer may suse the on the Order,thethe only
this Agreement including the Scope of Use. Cu tomer shall be it able for any breach of
in accordance with the term
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 co
mput,�r hrrdware,systems software and other items required
for use of, or access to,the Solution,including those described in the Order and Documentation (t'ie"Specified Configuration")and for updating the
and ation
Specified Configuration in accordance etoithe scheduled sh SunGard's tart of implementatupdates. If notion. Customer completed,
devoteallshallcomplete
ent,ts procurement
faccilities, personnel andother
re the Specified Configuration prior
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.
ce with the
3.1. Fees. Customer shall pay hen5 ncuaredrd thA I invo ces aesshall be sin the Oent to Cu tomerrder, in 's address for invo invoices stated ayment te,,ms son the Order.tated
on the OExcept as otherwisrder. SunGard e
invoice all other fees, as andinvoice date. A late payment fee at the rate of 12%per
specified cn the Order,Customer's payments shallbe
due
within
thirty(accrue 0)daysa after t thirty(30)days past due and unpaid by Customer to SunGard,
(or,if lowe-Ithemaximum rate permitted by applicablelaw)
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.
er th!i Agreement do not include any taxes,duties,levies,fees or similar
3.2. Taxes. The fees and other amounts payable beass ss d oby r imposed r to incon rection with the transactions contemplated by this Agreement excluding
charges of any jurisdiction ("Taxes")that may
ay any such Taxes assessed against it, and Customer shall promptly reimburse
only taxes based upon SunGard's net income. Customer shall directly p
SunGard for any such Taxes payable or collectable by SunGard.
3.3. Certain Remedies for Non-payment. If CustomSunGard makes written demand therefor,any
er fails to pay to SunGard,within ten(10)days after
at
t a
uted
ition to all other
any
nt fe
past-due amount payable under this Agreement(ii(including
g is solediscretion le late
and with further Hosts eoto Cuspomerst tingtthe suspension date,suspend
and remedies which Sunt Y
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.
e to it as the
der of
ces
er
4.1. Compliance with Laws. and shall laws Benactments,lawsorders andenactments,
orders and ns appgulations licable cable to Pasithel recipient it
and user iof services sunder this
this Agreement. Customer shall
comply
o p Y all
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 right any Agreement,
that is a
(i)any patent issued as of the date of this Agreement by a country that is a signatory to the Paris Convention,(ii)any copy g
member of the Berne Convention as of the date of this Agreement, or(iii) any trade secret givether soprietary SunGardght of any Person within ten(10)days afterthedate
Rights"). SunGard shall have no obligation under this Section 4.2 unless Customer promptly ts
ed that
Customer first receives he extent thatpSulicable nGard iisfrirgement claim prejudiced by such later notice)andrall allows SunGard relieve
to have sole controliofthe defense or settlement
this Section 4.2 only to the e
unsel of its choosing, Tremedierovided in this
of the claim. Customer may d esifor anclaim of in r ngement ocrmisappropriation eding at its nhereunder.se, using oIf any applicable infringemhe
claims
ispinit initiated, or in
Section 4.2 are the sole re
SunGard's sole opinion is likely to be initiated,SunGard may at its option and expense:no longer allegedly infringing,provided that the functionality does
(a) modify or replace all or the allegedly infringing part of the Solution so that it is
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
lution, and
if Customer has
d a
me upfront
l license fee for the
(c) remove all fu the allegedly infringing
corresponding poortion of he)lic license fee paid byfcustomer'to SunGard forathe applicable Solution, less Solution, refund to custcharge
equal
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)i
he
Customer is paying for the use of with esolution on a recurring basis,reund to Customer ect to the applicable Solution,and in each such tc se this corresponding
lAgreemennt shall terminate with rgrespect the
paid by Customer to SunGard wit p
Solution or part thereof removed. product (to the extent commercially available), SunGard will check the
4.3. Harmful Code. Using a recent version of a reputable virus checking
Solution,as well as any systems used lliveHarmful Code that t SunGard viruses,discovers.
or similar harmful code("Harmful Code")and will use commercially
reasonable efforts to eliminate any such
er
provision of
reeme
infringement
Exclusion for Unauthorized extent attributable to any unable authorized or`imp improper use orhis mod ficat on of the Solution by or on behalf of Customer,
infringement or other matter to the exte Specified
any unauthorized combination of the Solution with other software or services (other than ortsservicesdiiflthen offered or thelsolut on) any Third-Party
version of the Solution other than the Supported Release, a failure to subscribe to supp
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 at or
omission by Customer,its Affiliates or its customers or any breach of this Agreement by Customer.
in breach of
his
Perform its
4.5. Force Majeure. Neither party`t e.I than liable payment obligatfor,nor shall ioner s,which whi h shall arty be considered
u pended onlytfor Agreement
g as t he forcenmajeure! eovenrenders
obligations under this Agreement
or a public
Customer unable by any means to transmit
civipa eats when
ory authority,hereunder)
ch er)in any law os a result frarcause beyond fflood, earthquake,tormany coroct e�like event
ts
enemy or terrorist, act of any military,
theft or criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or ocher networked unavailability of supplies or any other
cause,whether similar or dissimilar to any of the foregoing,whicn could not
environment),power or other utility, with reasonable care.
have been prevented by the non-performing party
4.6. Disclaimer. EXCEPT AS STATED IN SECTIONSA,6.5 AND 9.55,THE SOLUTION,
DOCUMENTATION AND SERVICES ARE PROVIDED"AS IS,"AND ALI
ING
OTHER REPRESENTATIONS,WARRANTIES,RADE,TERMS DR C QUALITY OF INFORMATION,NDITIONS,ORAL QULET ENJOYMENT ORO OTHERWISE (INC UDING IMPLIED WARRANITTEN,EXPRESS OR IMPLIED,ARISING
FROM COURSE OF LT ES,
COURSE OF PERFORMANCE,USAGE
TERMS OR CONDITIONS OF MERCHANTABILITY,
BY APPLICAB,LEITNESS FOR A PARTICULAR LAW,EXCLUDED FROM THIS AGROEEMENT TITLE,NON-INTERFERENCE,OR NO
INFRINGEMENT)ARE,TO THE FULLEST EXTENT
4.7. Limitations Cap. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE LIABILITY CAP.
Y OF ITS AFFILIATE'S PROVIDING
R RECEIVING THE
4.8. Consequen.ial Damage Exclusion. UNDER THIS 5 AGREEMENT)BESHALL EITHER PARTY L ABLE TO THE OOTH RNO
OR ANY OTHER PERSON FOR LOSSES OR DAMAGES
OF
SOLUTION,SERV;CES OR OTHER SOFTWARE
. THE
OPROFITS, L ' DI LOSSES,NG
WHICH FALL IN10 ANY OF THEOfLCATEGORIES: •
T REVENUES, (b)
IBUI.ONS OR INCIDENTAL, INDIRECTEXEMPLARY, CONSEQUENTIAL, PUI41TIVEDAMAGESOF ANY KIND,
INACCURATE DISTR
ON
INCLUDING ANY OF THE FOREGOING NY BREACH OF THIS AGREEMENT OR ANYOTERMINATION
AMAGES RESULTING OF THISS AGREEMENT,ER'S USE OF THE IWf9EOTHER SUCHSERVICESPROVIDED
IS
HEREUNDER, OR ARIS114G FROM
ASSERTED ON THE BASIS OF CONHARA BEENR (IN
.EDD N NEGLIGENCWAS EOR STI POSSIBILITY OFOSUCHNLOSS OR DAMAGESORFORT
PURPOS SBOF
EVEN IF THE RELEVANT PARTY
E PURPOSE
CLARIFICATION, THE FOLLOWING DAMAGES,
BE DEEMED INCLUDING IRECT DAMAGES" AS BETWEEN CUSTOMER AND SUNGARD FOR CONS CONSEQUENTIAL AND SIMILAR DAMAGES, AWARDED TO A THIRD ARTY FOR WHICOF H
AGREEMENT (i) ANY AND ALL DA ,
INDEMNIFICATION IS PROVIDED BY A PARTY
SECTION
FOR Aii NE-YEAR EPER OD INCURRED AS A RESULT OFTSUNGARD'S BREACH OF SECTION
PAY FOR CREDIT MONITORING SERVICES FOR SUCH
5. SECTIONS 4.7 AND 4.8 SHALL
OT APPLY TO:(a) BREACHES OF THE SCOPE OF
4.9. Exceptions. THE LIMITATIONSWHEN DUE EXCLUSIONS
SIONS SET FORTH IN DAMAGES CAUSED BY EITHER ARTY'.FRAUD OR WILN UL MISCONDUCT;(d)A PARTY'S LIABILITY FOR
USE;H FAILURE N PAY FEES WH ,( ) LIABILITY
TATION
DEATH LU PERSONAL INJURY IDUE TO T ED BYHAT PARTY'S APP APPLICABLE NEGLIGENCE;HELIMITATIONS RS'S FORTH N FOR DAMAGES TO THE EXTENT THAT SUCH 4.7 DO NOT APPLY TO CLAIMS FORLIMWHICH
OR EXCLUSION IS NOT PERMITTED
INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTION 4.2.
cen
tove agreed
all Third-Party Software. To Third-ass Software to Customeomer's access and r subje t tof the the following Software,
additionlal conditions: (i) the of such T had Party Softwarty Software re shall be
to allow SunGard to provide the Third-Party y
used only in conjunction with any pe�mite ms ande use of the Soconditonls ution and l be
documespecificalntation for the Third Party Softwa rly authorized in this Agreement, e which, unless d therw�e ncludedftware lin a
used only in accordance with licensoware.SunGard shall
le efforts to
specific Supplement to the Ord hndemnit esbe fded and warrant es to Customer g nt d to SunGard by the licensors)of he Third Party Software
with the receipt of such TW -Pty Soft eto the extent possible
provide Customer the benefit of allthe
reement with
without additional cost to Suertain tosCustoand lmers use of rmitted the Third-Party ySoftware hereunder.eIn the event of any defect n any Third-Party Software(in
warranties and indemnities p SunGard will use
the form delivered by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement),
2
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 and not SulnGard,assumes rall responsibiort lity for
4.11. Third-Party Hardware and Third Party Services.Customer is hereby advised that the third party,
and liability in connection with the Third-Party Public Sector rendnotird-Pari ed Services,
make any red is s presentationolely slorfwarranties that are or delivering the lbindi binding upon he third
or the
Third Party Services to Customer. Suntis
party or to engage in any other acts S av re binding
same ns provided for party,third the Cyder andito alc cpt paymeny that t of such amounts fromsCustomeent the rones fbehalf
excepting spec
Third-Party Hardware or Third Party
of the third party. that
4.12. Open Source Software Comph ery ces websipe fordthe Solution.cTheeopen S un Source Software,rce Software is licensed under o
nderthe terms of he open
on the su
identified in the Documentation or pport s
source license that accompanies or is made available with such Open Source Software,including via a website designated applicable license for Nothing
h Open
Agreement limits Customer's rights under,or grants Customer rights that supersede,the terms and conditions of any app
Source Software. Open Source Software
shall not be deeever,that SunGamed ord shall be part e responsthe ible for tion ting Erroer this rs caused
byreement t he OpeSunGarn Source aSoftware tlo thesame
to such Open Source Software;provided,
extent as SunGard's ongoing support obligations as set forth in Section 8.5 and 9.33 of this P.greement.
4.13. Open Negotiation. Customer and SunGard have freely and openly negotiated this Agreement,including the pricing,with the knowledge that the
liability of the parties is to be limited in accordance with the provisions of this Agreement.
t or
rest in or of any
arty Software or
4.14.Title and Risk of Loss.In no event will SunGard be deemed toa r sk taken tille or a
ss,and/or suchfsimila righright ore nterest n or t thelTh rd-rd Party Software
Third-Party Hardware in the chain of distribution to Customer,and
title,
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 int e
licensor's terms and conditions. NO
and tomer
ees
4.15. Disclaimer. Except as may be provided° TH REGARD TO THE THIRD-PARTY PRODUCTS. ALL WARRANTIES(IF ANY)ARE PROVIDED s that SUNGARD MAKES O CUSTOMER IBY
WHATSOEVER,EXPRESSED OR IMPLIED, PUBLIC SECTOR EXPLICITLY
THE LICENSORS, MANUFACTURERS AND PROVIDERS
FITNESS FOR A PARTICUHLAR PURPOSEROEXCEPT FOR tITS GLIDISCLAIMS
OBLIGATION TO REMIT PAYMENT RECEIVED FROM
WARRANTIES OF MERCHANTABILITY
CUSTOMER TO THE THIRD PARTY PURSUANT TO THIS AGREEMENT, SUNGARD WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE
THIRD-PARTY PRODUCTS.
er
Agreement, run
4.16 Other Limitations. The warranties made
b any other in this
sA no c
reem and th circumstances
g hall any Affiliattions of e or customerofn
of Customer or any
customers
Customer and not to its Affiliates,its remedies under this Agreement(including any
Person be considered a third-party
on with beneficiary o variation ogreesc scion of the Agreement agreed beerwise entitled to any gweenrSunement or oth Gard and Customer),even f such Affiliates,
right to be consulted in connother
customers or other Persons nanorde epro
videda SunGa d shall not be deemed Customer's official reco d keeper focess to the Solution or data maintained in the Solution via the rregulat ry or other°rkpurpo es and
shall
Except to the extent specified
have no obligation to retain any records or data on Customer's behalf after termination or expiration of this Agreement.
5. Confidentiality,Security,Ownership and Use Restrictions. of the other ("Disclosing Party") shall not, and shall cause its
5.1. Confidentiality. The party receiving Confidential Information ("Receiving Party")
Authorized Recipients not to, use Confidential Information for of puthese except as necessary Confdental Information of Disclosing pParty as t uses rto protect its own
Receiving Party will use the same reasonable efforts to: (a) p Party
Prior
to disclosing
the
require them f Information rba by thesterms of hAuthrized s Agreement Receiving Receving Partyllinform
them of the
wi I
proprietary information and data. Prip o pt y notify
confidential nature of the Con
e all
ble
sona
Disclosing Party if Receiving Pdiscovers of suchoper use
use lsosure rod disclosure. if Confidentialof Receiving RecInformation r
any Party believes the Confidential nformationamust be
efforts to investigate and correct
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.
3
5.2. Security.
(a) SunGard will implement eoDatarciajlprotect against any antreasonable ic pated threats or hazards totive, technical and physical thesecurituards y or integrity esigned to:
(of Customer eDataU and (ii)
confidentiality of Custom ,
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 Sr data
le solution cnthe
Internet
reenvironment,
shall solely responsible foall apcts of Intenet ue,and shall mainta n,inonectionwiththe operation ouse 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.
shall
ts with such Third Party
(c) To the extent that Third-Pa are
epee tyttand intellectual proCustomero have access to the Solution, maintain
perty r ghts of SunGarrd nthe So utionand Documentation ,and disclaim any
Users that adequately protectthe con
liability or responsibility of SunGard with respect to such Third Party Users.
tion on
ata or
5.3. ng
Personal Data. If SunGard proieeme tr then'(i)Customeise has rshall bete datass to any personal
controllere(where ndat acont oller"smeans aneen ty whalf ehi h a onelor
SunGard's obligations under this Ag
s for which and the manner in which any personal data are,or are to be,processed)and SunGard
shall
o
jointly with others determines purposeits own),
processor(where"data processor'means an entity which processes the data only on behalf of the data controller and not for any purposes
(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
roaric
SunGreement on
ard so tha:SunGard may includlawfule use, process SunGard processing ansfer the and transferring the rsonal relevantpersonal
personal data orinformation
personal information iy utsidethis nthe country
Customer's behalf, vd the
may
where Customer and the Authorize o Users
personal data and persona in order for Gn information only in Solution and perform its
dan e with any awful andrreasonaiblesin inser this
tructions
cto ns
Agreement;and (iii)SunGard shall p
in accordance with the terms of rAgreement; iiapprol
riate
given by Customer from time to ta nunauthoried or unawful processng of the pesonaldaa ad personal information or its accidental loss,
technical and organizational measurest
th
st of
ementing
ny measures,the measures taken
stat
destruction or damage so that,having regard tto the
that might resultgfrom such development nauthor�edeo runlawfullprocessing nor accidental loss destruction or
ensure a level of security appropriate
damage in relation to the personal data d perent sonal information and these measures taken.the nature of the personal data and personal information being protected. I
necessary,the parties will cooperate t
to G Solution Details. The-SG t all SG
solution Details and all are trade related proprietaryts and intellectual property and other ownership rights hall be and remain exclusiverty of SunGard or its licensors,having
gre3t commercial ely
to SunGard or its licensors. Title to all SSunGard
with SunGard or its licensors,even Wsuch ems thateed for SunGard,e created is Affil ates orspecifically
third rd party to paybehalf oCustomeror .any thi da party any
Affiliates may freely use Feedback without attribution or ip rights to any SG Solution
the De a ties a other fees of any tomer This
i virtue of this is not an Agreement. Allll cop es of SG Solution Dnt of sale,and no etails in Customer's posse on shall be deemed to be on loan
Details are transferred to Customer Y
to Customer during the term of this Agreement.
5.5. Use Restrictions. Except to the extent specifically authorized by this Agreement,Customer
at anyall no,location or in any mnot emt to,and shall not permit any
anner not pec fically authorized
other Person under its reasonable control to:(a)use any SG Solution Detail forr any any purpose,p
oseY
e-engineer,reverse
by this Agreement;(b)make or retain any Copy of any SG Solution Det ail;(c)create or recreate the solcableurce oa w;e fo(d)ymodifyl on,or r
adapttranslate or create
engineer, decompile or disassemble the Solution except to the extent specifically permitted by appi
derivative works based upon the Solution extent
Documentation, or combine ori able law;(e)refer to,disclose or otherwisee any part of the Solution or tuse any with
Solution Detail as
software or documentation except to the extent specifically permitted by app
tion or
part of any effort either(i)to develop a program
or tamper with any copyr ghtng any functional tor otherproprietary noticce pl expressions or r int d or stamped ton,affixed to,ovencoded
(ii)to compete with SunGard;(f) of an SG Solution Detail made by
or recorded in any SG Solution Detail, or fail to preserve all copyright and other proprietary notices in any Copy Y
Customer;(g)sell, market,license,sublicense,distribute or otherwise grant to any Person,including any outsourcer,vendor,sub-contractor,consultant
have
cess to any SG
etai,whethr on Customer's
or
or partner,any right to use any SG SolutionDetail
condu conductallow
such any type of other
Pers onon t euse
p ovidereserv'ce bur au olrlution time sDharinlg operation or to provide
behalf or otherwise;or(h)use the Solution
to remote processing,network processing,network telecommunications orsimilar services to any Person,whether on a fee basis or otherwise.
er of any actual or suspected breach it of any of the provisions
5.6. Notice and Remedy of Breaches. Each party shall promptly give notice to the oth
of this Section 5, whether or not intentional, and the breaching party shall, at its expense,take all steps reasonably requeessted by the other party to
prevent or remedy the breach. s of this Section 5 to for
5.7. Enforcement. Each party acknowledges that any
breach
there is a brey of ach,provision then the injured party sha beay rentitled,in addition esult in irreparable injury
to a I other rights rand
which money damages would not adequa ycompensate.
or an injunction issued by any competent court,requiring the breach to be cure
remedies which it may have,to have a decree of specific performance
or enjoining all Persons involved from continuing the breach.
4
6. Professional Services.
6.1. Professional Services. An Order may identify certain Professional Services. .
fees stated the
Order. In each case
6.2. Professional Services Fees. Customershall then pay to SunGard
fees for such the pro shall nalbe services
ased upon SunGard'sthen standard professional sehry iceere s feeroferatesal
services fees are not specified on the Order, SunGard
el,living and
6.3. Expense Reimbursements. CustO es, inclludng, bute otnlim ed toGard for eP ofesionalvServicess and maintenance and support r out-of-pocket rendereddbyySunGard.
personnel in connection with all service , g
Reimbursable expenses shall be incurred
n urred by
yd shall SunGard
personnel tomer fordreimburserice hmenSunGard's then t f these expensestonea ml onthly basis,as incurredlines,a copy o
which will be included in the its
y necessary for Su
6.4. Cooperation and Access to FacilitcunG�rd aata ccess opCustomer's to ation s te,equipmthe extent lent data and employees,a d shallto l otherw ge ooperate w tIh
Agreement,customer shall provide to S
SunGard in its performance hereunder,all as reasonably necessary for SunGard to perform its obligations under this Agreement.
ces will be performed in a good and
nlike manner
6.5. Professional Services Warr S on6
tY iSunGard
4aSunGard srthat Professional Se
hall havenmer o I abil ty under this Section I 6.5 unless,within thirty(30)days after the actual date of
by qualified personnel,subject to
describinger breach this
ry,together
with adequate orting
the particular Professional Servic , uYr snocromCstom .5 sto remedy thebreach a d re-perform the
documentation and data. Upon receipt any such notice
sonly obligation rider hsSeton6
particular Professional Services affected as soon as reasonably practical at no additional charge.
ite, SunGard
hat such
6.6. Compliance with Customer ea Policies. While
securit unGard p procedures and sliterpopc es that are generally apperforming services at licable able toscustomer's otherlsuppliersensure tprov ding
personnel comply with Customer's reason Y
vided to SunGard in writing and in advance. Customer shall promptly reimburse SunGard for any out-of-pocket
similar services and that have been pro
costs incurred in complying with such procedures and policies.
customer may,from 6.7. Contributed Material. In the proceents works or other matenal,for inclusion ssional in,Iormaki g modific tions otthe solut on,ime to time,thevDocum
ntaide ti nlolr
designs,plans,or specifications,improvem
any other deliverables ("Contributed Material").
ofCustomer
any kindgrants
s wi hout theari non
of exclusive,attribution, fo bSu Gad tSulnGard'seright,rable without
Affiliates SunGard's
payment of any royalties or other compensation
licensees to make,use,sell and create derivative works of the Contributed Material.
7. Term and Termination.
ge an initial term for the use of the Solution("Initial Term")and may state renewal terms(each a"Renewal Term").
7.1. Order Term. The Order may sta
"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.
this rmination of
7. s Section 7
3. Effect of Termination. The provisifor all Sacments due to SunGa d folall survive any r the period ending on the date oftermination. Upon ra terminunder ation of this
or otherwise. Customer shall be liable payments
use of
Agreement,whether under this Section n7 or otherwise,
ly return to SunGard d n the all copies on or rminaof the affected Osolution r and Documentation Iand sany tothe inueralffect d
the affected Solution and Documentation,( )prompt
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 an A
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 fort e
term specified on the Order.
8.2. Passwords and Solution Access. ds!inest cttconfidence or omers and shall notsaassign, share,ers with um susesor abuse the s codes to cPa swordnslorc attempt to
"Password"), Customer shall hold any such Passwor
render ineffective the password protection he Solutin. if Gard oo that t can customer
suspectschange,
asCru tome rin changing,arns the'applicable Password.unauthorized
the extent the
the Solution,Customer will immediately notify
Solution is within SunGard's network,
SunGard
al or disruptive access
to the Solution
that SunGard will promptly notifut advance notice if y Customer of l any believes
eventnlution is
being used or accessed in an uncut g
8.3. Customer Data.
a. customer
(a) Customer shall supply, or cauiria besupplied,
desplribedaoln the Ordercustomer s As between SunGa d and Culstormer Customer shansmit the all be resplonsible for ensuring that
communications link or in another
5
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.
an ASP
ion or SaaS
ustomer
(b) Within thirty (30) days after termine SunGard an
ation
of an tapes,data,files and other dpr per roperty belongingtto Customer anld then in SunGard's apossll v possession. To the
instruction notice regarding the dispos Y use commercially reasonable efforts to comply with the notice,
extent practicable and at Customer'sexpense
after recei machine at
forme SunGard may pt of such notic ,SunGard lretain such property until SunGard receives all payments due to
including converting the data on the
at notice within thirty (30) days after such termination, then SunGard may dispose of such
SunGard under that Order. If Customer fails to give th
property in a commercially reasonable manner.
So ti order to improve SunGard's may
uct and service use and distribute offerings
ch datarits customers, SunGard may maintain
in an aggregated and de-identified fomattl including d ng as informationase of part f the development,
Solution. SunGard and its affiliates may
distribution and licensing of any SunGard product or service offering.
ther
y of any
rmal
y a
8.4. Regulatory Access. To the extent
permitted to or lotherare rch ecords, f willrty notify
regarding Customer l that are omaintained si n SunGard facilities vunde governmental
agency or regulator to examine Custom's
king such Customer Data
Agreement. Customer will reimburse examination and audit by
e out-of-the governmental agency orpocket costs dr gulatory authority that has urisdict on over Customer's
or other records,if any,available
for business.
l3.5. Support. SunGard shall provide to Customer the ongoing support services as described in tl,e Order.
6.6. Data Backup and Disaster Recovery. If the Solution maintains a database then,unless otherwise stated on the Order:
ronic backup of the Customer Data accordance with the backup cycle defined in the Order(and if no backup cycle
ka) SunGard shall provide an elect
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.
e entitled
t its
y for
8.7. interruption to solution. From tem maintenance and install shall llbenhancements ondiscretion,without r
SunGard's equipment software odoing) interrupt
and /orothersy temsthat the
Solution to; (i) perform repairs and other
ources shared by its
required forthe provision of the Solution, ° )in the prmake oustments vision of the Solution. Exto its infrastructure pt in the case of emergenlcy repairs,maintenance
ce or adjustments,
other customers)and thereby cause adisruption
SunGard will (a)give customersable reasonable
eri prior nom ie the the ince oft hetnterrluptionuch interruptions to outside of SunGard's normal business ours;
and(c)use commercially reasonable
l check the
8.8. Harmful Code. Using a recent versionand nsureeno Harmful Code is introduputable virus-checking I ced by by itsrend xusers orf omtent cits lsystems binto any systemslused
in the
Specified Configuration for Harmful Code
Solution and will use commercially reasonable efforts to eliminate any such Harmful Cede that either Customer or SunGard iscovers.
erially increase the
of data to be processed
8.9. Volume Increases.Customer shall give o SunGard whenever Cur in
nottends
lts in increase beyond the stomecope of Use drequi requires additional executed Orderdand the payment of
on the Solution. Any such increase that re
additional fees.
additional
Applicable to Software Licenses. The following provisions in this Section 9 apply solely to an Order that provides the right for Customer o
9.
install the Solution at the facility identified on the Order..
9.1. Grant. Except as otherwise providedne rder ,SunGard
The Sou tions to tall stomer a in object codeefom only at Cu tome,non-exclusive,term lr's locat on(s)I sted oicense to use the lntthe
he Sco
in accordance with this Agreement and p
Order ("Designated Location(s)"). 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. I m such initial Copies(a)by
9.2. Initial Installation. SunGard shall deliver to Customer the initial Copies of the Solution posting nd t on Suon the OnGard's netrder by work for downloading. Physical
physical shipment,such as on a disc or other media,or(b)by electronic delivery,such as by p g
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"
of the
al
9.3. Support. Beginning on the Ordnroin Execution
ort se vicescontinuing
cribedonthe
that Orders and Cu tomer shall pay to SunGard suppo Order
ees`stated onsupport
such
Term"), SunGard shall provide the o g g PP ort services shall automatically renew and Customer shall be
Order ("support Fees"). Upon expiration of the Initial Support Term, the ongoing supp
obligated to pay the Support Fees for additional annual support periods(each a"Renewal support Term"),until the earlier of:
6
(a)a party giving ort termination if
ivin 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 Teffe t vee prior toswhpheveort r is the larm, as terof(i)the fifth(5th)anniver anniversary of the Order Execution Date;or(ii)ce of pthe date which falls
such termination would be P
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. services by either party or at any time when Customer has failed
9.4. support Termination. Upon the effective date of termination of ongoing supportort services,including SunGard's obligations
to pay Support Fees("support Termination Date"):(i)SunGard shall discontinue providing pply fo ongoing period after the Support Termination Date; and (iii)
under Section 9.3; (ii) any SunGard warranties under this Agreement shall curt T rminnat on Date except for SunGard's indemnification obligations for
SunGard shall not be liable for customer's use of the Solution after the Supp
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 after the Support Termination Date).
will ion(a as described
9.5. Software Warranty. SunGard warrants used for the purpose for a period of
in the
mannerspecificallyf ca y a from the
ed byDelivery this AgreDement)e ill pert (as s described to
Customer by SunGard and when properly
in the Documentation in all material respects. SunGard's sole obligation and liability under this warranty is to comply with the provisions of Section 9.3
of this Agreement. ices in accordance with the confidentiality
Designated L tprovisions of this
9.6. Remote Access of Installed SoftGa ' rovidthatS SunGard performs
rt he ocatio for:he purpose of
Customer shall permit d tSunGard's option, y access the solution installed a
Agreement,
he
urposes of
is A
providing support services to Customer under Section 9.3 and otherwandcompanyimplementing
t ppolicies thathg
ha ebeen provided o SulnGa d inlwriting.
Solution, SunGard will comply with Customer's reasonable security procedures
Customer shall promptly reimburse SunGard for any out-of-pocket costs incurred in complying with such procedures and policies.
on customer's systems and
er
9.7. Backup. Customer acknowledges that it r the best judge bf the ack uv clopand importance of the ies of all data that Customer processes using the solution,which adataswilll
be
shall be solely responsible for maintaining secure an complete back-up P
on f
backed-up on not less than a daily basis and whicbe readily h ill SunGard shall haavailave b no liability for any loss ordamage ausedle on machines controlled by customer to abylecustomer's'sf
ailure toomalintain
such data in the event of any loss of or damage
such backed-up copies. stomer
t SunGard,its
9.8. Audit. At SunGard's expense and upon writtenmal business hours andt
ble notice,
number of copies es of' personnel
the Solut on a d Docmentaton in customer's
to enter the relevant Customer locations du g
possession and informatics pertaining,i Cuod faith that tpliance there hasth been a bre ch of this Agreemreement. Such lent shall not occur more
and shall Ir-performed n twelve once in any manner
month period(uriess SunGard believes,in go suppliers and customers. Customer will, in a
not to disrupt Customer's business and operations and will respect the confidentiality of customer, its Supp'
timely manner, reasonably cooperate with the editors and provide th of SunGard to execute tors rleasonable confidentialityistance as hey may l assragreemelntsean comply with
customequest in connection with r's
audit. Customer may require auditors acting
on reasonable security requirements,but the requirement will not apply to SunGard's internal auditors otherwise bound by the confidentiality conditions o
this Agreement.
30. Other Provisions.Reserved have been
reement shall be in
10.1. Notices. All notices,consents and other actual receipt;a(b)the thtions ird business
r or lday ang 'ftegbeing mailed by first cla'ss,,certified ong and shall r mailoro(c)the first
received on the earlier of: (a)the date act P if notice by one of
business day after being sent by a reputable overnight
delivery service. Any notices is stated on the 0 der. SunGard's address for notices'lis stated on the Order.foregoing In the case
mail a written
provided promptly thereafter. customer's
of(i)any notice by Customer alleging a breach
at Swedesford Road,Wayne,Pennsylvan a 19087,Attention:Generareement by SunGard or(ii)a termination of this l Counsel tand such omer anlot o shall identify
notice to SunGard Data Systems Inc.,68 giving written notice of the new address
the name date,specific parties and SunGard Order Number. Either party may change its address for notices by g' g
to the other party.
10.2. Defined Terms. As used in this Agreement,the terms below(and their plural forms)have the following meanings:
or
controls,is
(a) "affiliate"whether capitalized or not, ea Person as respect
to a the sp eci f this fied rson,aen Personny foas longassu such elationlshlipremains in effecttrolled by,
or is under common control with the specified
zed User and
(b) "Authorized Recipients means: oit with pof SunGard;and ( )with respect tto SunGard, SunGard, foreign ndee of adomestic eAffiliatescand
provided that the contractor is n
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
the receipt thereof undeils of Customer's r Ag eementdhad
the SG Solution Details.Confidential Information does not include information that: (aa) P or had been lawfully received by Receiving Party
been developed independently by Receiving Party,or was lawfully known to 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
cly
own
t or after
arns of such
knew of such breach ri ought
nformation ork ow eldgeknown
wh chfeitherbreach;
party wouldsha vel learned i athe course of time
worlk in the tradeer party first ,business or
information, c)generic n
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 ar+invoice in its entirety merely because certain amounts on the invoice
are Disputed Amounts.
provides for the Solution,as such Documentation may be updated from time
(i) Documentation"means the standard user documentation SunGard
to time.
(j) perform in all material respects in accordance with the Documentation.
"Error"means a failure of a Supported Release togulati
U.S.,the United
(k) "Export Laws"means any laws,be administrativelocated ofrom whe hereanySG Solution ns and In Details will brs of e accessed under this Agreement relatdom and any
ing to the jurisdiction
of
any SG Solution Details
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 the Office ofing the port Fo Foreign Asset Co troRof the U.S.Department of the Treasuryministration egulations of the U.S. Department .
Commerce and the
regulations and executive orders administered by
(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 but7iot limited to.
(n) "Liability Cap"means the greater of Fifty Thousand'U.S. 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.
rship, corporation,
(p) "person" whether capitalized or not, means any estate,government,govvidual, sole proprietorship,joint venture,ernmental tal agency,regulatory authority or other,entity
of any nature.company, firm, bank,
association,cooperative,t g
(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,in
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,
er of
Number of Work Stations, er of Developers,
parameters are stated ber in Section f Users, of or onume he Order. Scope of UselthalDl not include the bproceser of P g ofany
Servers,and/or other restrictions
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" means any of the following:the Solution and Documentamats and other tion,the object code and the source code for the Solution,the
on, all
visual expressions, screen ."oand/or
r d or in oort forratd into the Solutions r Docuign mentation,t onures of l,all futulrre modifications,updates,IRelease's, formulae
s
concepts used in developing /
and enhancements of the Solution or Documentation,all derivative works(as such term is used in the U.S.copyright laws)based upon any o 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.
Third Party Hardware,Third Party Data or Third Party Services.
(v) "Third-Party Product"means Third-Party Software,
(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 an
assigns. te any hereunder,without
nor
ega
(b) Customer shall not assign this
consent shall not be required in ereunderof an elle gnment offits obligations th s Ag eement(but riot of any individual rightslor
written consen_,except
obligations hereunder)
to (I) copurchaser of or successor to mputer services vendor that i uascompetitorl of SunGa of d rits bparent company sor"any of tseAffiliate)essor or (ii)is
software, data processingtees the the a�,signee and the use of the Solution
Affiliate of Customer,provided in
case of such Any assignment assignment,nt Customer
in breach of this Selctionushallfbe void. Any express assignment of this
is not Agreement,
broadened beyond the Scope
)and any
Agreement, any change in control customer Affiliate in the case of
shall constitute an assignment ssignment to that
Agrreementte rrnder this Section by Customer for pu0rposes of this
assignment by merger or otherwiseY P
on of
onal
siness by Customer,
r by
eth
Section 0("customer Assignment").
In
by event
entr tion of lawern
of a (collectively withthe ccustolmerr Assignment,' ,customer Add t onalhBusine s
asset acquisition, merger oro Y
pe ard notifying SunGard if Customer desires to use the Solution to process any additional business
Acquisition"),Customer s�iall give notice to SunG
related to such Customer Additional Business Acquisition("Acquired Business").
ovided
nt are
10.4. Export Laws. Customer tomer acknshalowledges
not violate the Export Lat the SG solution Details and the servi
ws or otherwise export,re-export oryusend SunGardhereunder
or indirectly(r(including via remote
subject to the Export Laws. Customer
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. 'lelationship. The relationship between the parties created by this Agreement is that of inde,)endent contractors and not partners,joint venturers
or agents. d any
10.6. Entire Understanding. This Agreement, with which
h includes
ncl d s and incorptorates matterhe Order,a supersedes alltpror proposalsr s_hedules,emabrket ng materials,rinegotiations,
the entire understanding between t parties
representations (whether negligently or innocently made),agreements and other written or oral communications between the parties with respesuch ct to
of the SST and an
the subject matter of this Agreement. Inoreothe materials wh cheSunGardthe rprovidovisions es to Customers that O are rnot included in n the Docume e SST,the terms at ofn a
e
Order shall prevail. Any written, printed this
provided on an"as es
is"basis,without warranty,expresstYand
orsolely
implied rep eaccommodation
warr warranty, collateral ollateral contract gnoor other assurran assurance (whether negligently ach party gor
and agrees that it has not relied on any
.6,might
ressly set out in this Agreement. Each party waives all rights and re
innocently made), except those expmedies which, but Y.utcollat for rral contract s Section 0or other
otherwise be available to it in respect of any such representation (whether negligently or innocently made),
assurance. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.
any
this Agreement,shall be effective
10.7. Modification and Waiver. No modification
of the party against whom enforcement fis sought. This Agreement may not be modified uoreamendedss in lby
and signed by an authorized represen
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. .
b SunGard's business is
10.9. Personnel. Customer acknowledges that: (a) SunGard expends substantial time and money, on an ongoing basis, to recruit and train its
services
programmers,trainers,arketed throughout the United States,dEurope anailn many other locations worldwide, d requSunGard ires long sales lead times often
highly competitivpersonnel ("
e,is m
e to hire SunGard Personnel, then SunGard may suffer lost sales opportunities and wouldincur
exceeding one (1) year; and (c) if Customer wer
substantial time and money inhentg estlhi akin ny place dent(s)for tsonnel atsanyutime when osuchlSunGard(Personnels soemployedtor engaged by SunGa d or
subsidiaries or other controlled SunGard
during the six(6)months after such employment
uch SunGard nPergsonnel's salary and others compeement ends,then customer nsation o(including abonus ortcommissamagon payment)at thes(and not a e time
amount equal to twelve(12)months
9
this
s to
loy as an employee or to
ngage as an
of leaving his/her employment
whether on engagement fulme,part-time or temporary basis. Thispp provision will erema n in effect pduring the term of this Agreement and
independent contractor,
for a period of one(1)year after expiration or termination of this Agreement.
10
SUNGARW PUBLIC SECTOR
www.sungardps.com•800-727-8088
Revised Exhibit 1 — Revised Scope of 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 by the 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 main;.ained 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 in
SunGard will migrate all Client ata co tai a fuwithnctions/features es a e different orT and confirm that havehave been systemrimary functionsons
are available. Client understands
from previous versions of TRAMT.
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.
City of Round Rock,TX
Page 1 of 5 Proprietary and Confidential November 7,2016
SUNGARW PUBLIC SECTOR
www.sungardps.com•800-727-8088
Data Migration
xisting TRAKiT database into the TRAKiT 9 data structure. Price
SunGard will migrate the Client's e
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. Just prior to the Go Live event. The TRAKiT database must be provided to SunGard by no
later than 9:00 AM PST on the scheduled conversion date.
Any alterations made-:o 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 City of Round Rock,TX
Page 2 of 5 Proprietary and Confidential November 7,2016
SUNGARW PUBLIC SECTOR
www.sungardps.com•800-727-8088
12. PERM170
13. PERM171
14. PROJ70
15. PERM50
16. PERM61
17. PERM62
18. BUS11
Agency-Specific Custom Reports/Forms
1. Case_History
2. DSO_15`_Submit_Letter
3. DSO_Site_Small-Site Letters
4. DSO_SITE-SMALL_SITE_LETTERS-SUB
5. DSO_Subdivision_Imprv_Letters
6. Permit_Plan_Review_By_Submittal
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_Permit_Details)
13. RR_Plan_Review_By_Submittal
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. RRCASEDSOPENED_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_IS-Payments for Insp Fees by Account for IS
27. RR_DSO_PERMIT_OPENREVIEWS-DSO Permit Review Status
(select type)
28. RR_DSO_PERMITS_NOTCLOSED-Permits Applied for
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
Selectable)
33. RR_PROJECT_STATUS-10. Project Status Report(Date/Typ
34. RR_PROJECTLIST-08. ProjectListing
35. RR_PWPROJECTS-CIP Project Status
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 City of Round Rock,TX
Page 3 of 5 Proprietary and Confidential November 7,2016
SUNGARW PUBLIC SECTOR
www.sungardps.com•800-727-8088
40. RR TAPAYANDDEPOSITS—Trust Activity
41. RR_TAPAYANDDEPOSITSNEW—Detailed Trust Activity
42. RR_TECH_REVIEW TRANSMITPROJECT-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 T-ainin
- 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 be
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 tot he 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 Ci of Round Rock,TX
Page 4 of 5 Proprietary and Confidential November 7,2016
SUNGARW PUBLIC SECTOR
www.sungardps.com•800-727-8088
- SRSS Reporting services enabled for reports
- ASP.net 4.0
IIS 7+
- 32-bit enabled
- Web server must be exposed to the inter net 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.
Proprietary and Confidential City of Round Rock,TX
Page 5 of 5 November 7,2016
DATED:JULY 2011
ROUND ROCK,TEXAS
PURPOSE P14SIO>i PROSMIry
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
1. INSURANCE: The Vendor shall at its sole cost and expense for the duration of
the agreement or purchase order resulting from a response to the Solicitation/Specification, insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the performance of the work as a result of the solicitation by the successful respondent, its
agents representatives volunteers employees or subcontractors.
1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the
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 authorizl;d ble to all policies:
1.3.1. Only insurance companies lir-eased and admitted to do business in the State of Texas
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 Professional 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 Limits 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.
1.4. The City shall be entitled, upon request, and without expense to receive copies of insurance
policies and all endorsements thereto and may make reasonable request for deletion, revision,
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
thereof. All insurance and bonds shall meet the requirements of the solicitation specification
and the insurance endorsements stated below.
Page 1 of 4
DATED:JULY 2011
JROUND ROCK,TDCAS
PURPOSE PASSION PROSPEIUTY
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. PwPALq 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.
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(TWCC-81, TWCC-82, TWCC-83, orTWCC-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-
Page 2 of 4
DATED:JULY 2011
ROUND ROCK.TEXAS
PURPOSL PAMIOH PROSPMM
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 cerlificates 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 CONTRACTOR, 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;
Page 3 of 4
J!ROUNDRQCK.TEXAS DATED:JULY 2011
POSE RMM PROSPERITY
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 mal or personal delivery, within ten
(10) calendar days after the person kneiN or,should have known, of any
change that materially affects the provis,on 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.
Page 4 of 4
CERTIFICATE OF INTERESTED PARTIES FORM 1295
loll
OFFICE USE ONLY
Complete Nos.1-4 and 6 if there are interested parties. CERTIFICATION OF FILING
Complete Nos.1,2,3,5,and 6 if there are no interested parties.
1 Name of business entity filing form,and the city,state and country of the business entity's place Certifi2017-154142cafe Number:
of business.
SunGard Public Sector LLC Date Filed:
Lake Mary,FL United States 01/13/2017
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed. Date Acknowledged:
City of Round Rock
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Quote 00021607
TRAKi f Professional Services
__ f Nature of interest
4Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Panther Sub LLC Jacksonville,FL United States X
Panther GP 2 Jacksonville,FL United States X
Panther GP 1 Jacksonville,FL United States X
Brown,Marianne Jacksonville,FL United States X
Oates,Michael Jacksonville,FL United States X
Woodall,James Jacksonville,FL United Slates X
Norcross,Gary Jacksonville,FL United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Y rv''• MARSHALL F.HARRIS
* . + MY COMMISSION#FF 218677
EXPIRES:April 8,2019
l llf tri' Bonded Thru Mary Public Undervmlers
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by-the said
this the day of
20_L''% ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission
www.ethics.state.tx.us Version V1.0.277
CERTIFICATE OF INTERESTED PARTIES FORM 3.295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-154142
SunGard Public Sector LLC
Lake Mary, FL United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/13/2017
being filed.
City of Round Rock Date Acknowledged:
01/24/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Quote 00021607
TRAKiT Professional Services
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Panther Sub LLC Jacksonville, FL United States X
Panther GP 2 Jacksonville, FL United States X
Panther GP 1 Jacksonville, FL United States X
Brown, Marianne Jacksonville, FL United States X
Oates, Michael Jacksonville, FL United States X
Woodall,James Jacksonville, FL United States X
Norcross,Gary Jacksonville, FL United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
2C ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277