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SunGard Public Sector/DCS/117,444/Application Services Provider Agreement✓q0 APPLICATION SERVICES PROVIDER AGREEMENT This Application Services Provider Agreement ("Agreement') is made between SunGard Public Sector Inc., ("SunGard Public Sector") a Florida corporation with a business address at 1000 Business Center Drive, Lake Mary, FL 32746 and City of Carmel, One Civic Square, 3rd Floor, Carmel, IN 46032, ("Customer") as of the Execution Date. Customer desires to engage SunGard Public Sector to provide Customer with access to and use of certain SunGard Public Sector -provided Software on an application services provider basis. Accordingly, the parties agree as follows: 1. Defined Terms. "Additional Functionality" means changes that SunGard Public Sector makes for inclusion in a General Release Module to increase the functionality of the General Release Module. "Appendix" means each schedule that is attached to this Agreement that is marked as an "Appendix." Appendices are. incorporated herein and are lettered sequentially, beginning with "Appendix A" and continuing thereafter. "Application (s)" means the software system(s) to which Customer has requested access and paid therefor, listed on Appendix A —Order Form, including, but not limited to, all computer programs and related documentation, and any modifications thereto. . "Application Services" means the services and Software utilization and access rights to be provided to Customer by SunGard Public Sector under this Agreement. "Application Services Term" means the period identified in Section 9 of this agreement as "Term and Termination," and during which Customer will have the right to access the Software. "Commencement Date" is defined in Appendix A, and is the date on which the Term commences and the date upon which Customer will begin to pay Application Services fees to SunGard Public Sector. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard Public Sector includes the Software and algorithms, methods, techniques and processes revealed by the Software. Confidential .Information does -not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regularly discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation. "Customer Employees" means: (i) Customer's employees with a need to know; and (ii) third party consultants engaged by Customer who have a need to know, who have been pre -approved by SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector -approved non -disclosure agreement. "Disclosing Party" means the party providing its Confidential Information to the Receiving Party. "Documented Defect" means a material deviation between the General Release Module and its documentation, for which Documented Defect SunGard Public Sector has confirmed that Customer has given SunGard Public Sector enough information for SunGard Public Sector to replicate the deviation on a computer configuration which is both comparable to the Hardware and is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. "General Release" means the general release version of a Module as updated by Upgrades, but without any other modification whatsoever. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 1 of 18 "IP Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Maintenance" means SunGard Public Sector's efforts to provide Customer with avoidance procedures for or corrections of Documented Defects. The hours during which Maintenance will be provided for each Application, the targeted response times for certain defined categories of Maintenance calls for each Application, and other details and -procedures (collectively, the "Maintenance Standards") relating to the provision of Maintenance for each Application is described in attached Appendix C. "Module" means any one of the Applications identified in Appendix A, excluding Third Party Products, as well as all code and related specifications, documentation, technical information and all IP Rights for such Application. "New Releases" means new editions of a General Release Module. "Notification" means a communication to SunGard Public Sector's help desk by means of: (i) SunGard Public Sector's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with SunGard Public Sector's then -current policies and procedures for submitting such communications. "Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Order Form" means an attachment to this Agreement, which is a supplement to this Agreement for all purposes. Unless otherwise stated in any Order Form, all terms and conditions stated in this Agreement shall remain in effect. "Receiving Party" means the party receiving Confidential Information of the Disclosing Party. "Software" means the Modules listed in Appendix A — Order Form. "Start -Up Assistance" means SunGard Public Sector's efforts in getting the hosted environment ready for the functional implementation of the Application Services. Such Start -Up Assistance may include, but shall not be limited to, hardware acquisition and setup, user setup, and global security setup. "Upgrades" means, collectively, Maintenance, Additional Functionality and New Releases. 2. Application Services, Generally. During the Application Services Term, SunGard Public Sector will provide Customer with the Application Services generally described in this Section 2 and in Section 3 hereunder, including the right to access to the Applications, on the terms and conditions of this Agreement. Application Services include the grant by SunGard Public Sector to Customer of a non- exclusive, non -transferable license to access and use the Software in Object Code form within the United States of America for Customer's own, non-commercial computing operations (subject to any Concurrent User limitations provided for in Appendix A), while such Object Code resides in and is executed from a SunGard Public Sector datacenter. Any rights not expressly granted in this Agreement are expressly reserved. a) Documentation. Customer can make a reasonable number of copies of the documentation for each Module for its use in accordance with the terms of this Agreement. b) . Restrictions on Use of the Software. Customer is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Software. Customer is prohibited from using the Software to provide service bureau data processing services or to otherwise provide data processing services to third parties. Customer will not allow the Software to be used by, or disclose all or any part of the Software to, any person except Customer Employees. Without limiting the foregoing, Customer is permitted to allow use of the input and/or output sensory displays of or from the Software by third parties on a strict "need to know" basis, and such use will not be deemed a non -permitted disclosure of the Software. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 2 of 18 This Agreement is expressly made subject to any United States government and other applicable laws, regulations, orders or other restrictions regarding export from the United States or another country, and import into any country, of computer hardware, software, technical data or other items, or derivatives of such hardware, software, technical data or other items. Customer will not allow the Software, in whole or in part, to be exported outside of the United States of America, in any manner or by any means. Customer is prohibited from removing or altering any of the IP Rights notice(s) embedded in or that SunGard Public Sector otherwise provides with the Software. Customer must reproduce the unaltered IP Rights notice(s) in any full or partial copies that Customer makes of the Software. C) Application Software Maintenance and Support Services. Maintenance is available during the SunGard Public Sector hours outlined in Appendix C. 3. Access rights Improvements and Changes Start -Up Assistance, Conversion Services. SunGard Public Sector agrees to provide access to the Applications requested by Customer on Appendix A -Order Form (or any supplemental or replacement Order Form(s)) for the number:of terminals indicated so iong as Customer is current in its payment obligations hereunder. Information regarding access to the Applications and related responsibilities for both parties under the Application Services is as provided in Appendix B. a) Improvements and Changes. SunGard Public Sector will install upgrades, new software releases and enhancements, error corrections, upgrades to third party operating system software, and upgrades to hardware, as necessary, for the Host Computer Systems. b) ' Start -Up Assistance. SunGard Public Sector will provide Start -Up Assistance to Customer and Customer agrees to pay to SunGard Public Sector the Start -Up Fees as provided on Appendix A - Order Form. Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living expenses incurred by or on behalf of SunGard Public Sector and its personnel in furnishing the Start -Up Assistance. Any such travel and living expenses shall be billed by SunGard Public Sector to Customer on a monthly basis and governed by the SunGard Public Sector Travel Policy. C) Optional Conversion Services. At Customer's option, SunGard Public Sector will provide Conversion services. If Customer elects Conversion services, Customer shall provide data to SunGard Public Sector in a compatible format acceptable to SunGard Public Sector, and on media specified by SunGard Public Sector. 4. Fees, Payment and Taxes. a) Payment. Application Services Fees or "Access Fees". During the Application Services Term, Customer will pay SunGard Public Sector the Application Services fees as specified in Appendix A, including but not limited to fees for access to the Applications ("Access Fees"), as otherwise provided for in Appendix A. No more frequently than once per year, SunGard Public Sector shall have the right to adjust the Application Services Fees. For the Term of this Agreement only, any increase in Application Services fees shall be limited to no more than 5% compared to the preceding year's fees. Time is of the essence with regard to Customer's payment obligations pursuant to this Agreement. ii. Travel and Living Expenses. Except as otherwise provided in Appendix A, Customer will reimburse SunGard Public Sector for actual and reasonable, out-of-pocket travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Such travel and living expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 3 of 18 b) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the application services, the Software, and any other services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. C) Data Communications and Telephone Services. Customer shall pay for any data communications services (internet or telephone services). If Customer requires special telephone line configurations due to unique equipment or data requirements, SunGard Public Sector reserves the right to charge for analysis and design of such special configurations. d) Suspension of Service. If in any instance, Customer fails to pay to SunGard Public Sector within thirty (30) days after SunGard Public Sector makes written demand therefor, and payment of the amount in question is not the subject of a bona fide dispute, then, in addition to preserving its rights to collect payment of the past -due amount and all accompanying late fees, and all other rights and remedies that SunGard Public Sector may have at law or in equity, SunGard Public Sector may, in its sole discretion and without further notice to Customer, suspend or reduce its performance of the Application Services. 5. Confidential Information. Except as otherwise permitted under this Agreement, the Receiving Party will not knowingly disclose to any third party, or make any use of the Disclosing Party's Confidential Information. The Receiving Party will use at least the same standard of care to maintain the confidentiality of the Disclosing Party's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Software and any software provided with the Software, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Receiving Party's receipt of that item. However, Customer's obligations to maintain the Software as confidential will survive in perpetuity. 6. Credit Toward In-house Licensing. As used in this Paragraph 6, "In-house Licensing" means procuring through SunGard Public Sector's standard license agreement, the right for Customer to run a copy of the Applications that are owned by SunGard Public Sector for Customer's use only, on hardware owned or leased by Customer at a facility which is owned or controlled by Customer. In the event Customer desires to run the Applications owned by SunGard Public Sector in-house (and has not previously procured a license for such in-house use), SunGard Public Sector will discount Customer's in- house licensing fees for the Applications owned by SunGard Public Sector by an amount equal to one percent (1 %) of the licensing fees for each month Customer uses Application Services, up to a maximum discount of sixty percent (60%). In order to qualify for said credit, Customer must not be in breach hereof, must have provided termination notice pursuant to the terms of this Agreement, must enter into SunGard Public Sector's standard license agreement, and must have paid all fees required to be paid to SunGard Public Sector. Maintenance and support services for the Applications that are owned by SunGard Public Sector will be available to Customer (and are recommended by SunGard Public Sector) under the terms of SunGard Public Sector's standard maintenance agreement. 7. Intellectual Property Indemnity by SunGard Public Sector. SunGard Public Sector will defend, indemnify and hold Customer harmless from and against any loss, cost and expense that Customer incurs because of a claim that use of a General Release Module infringes any United States copyright of others. SunGard Public Sector's obligations under this indemnification are expressly conditioned on the following: (i) Customer must promptly notify SunGard Public Sector of any such claim; (ii) Customer must in writing grant SunGard Public Sector sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if Customer chooses to represent its own interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); (iii) SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 4 of 18 Customer must cooperate with SunGard Public Sector to facilitate the settlement or defense of the claim. If any Module is, or in SunGard Public Sector's opinion is likely to become, the subject of a United States copyright infringement claim, then SunGard Public Sector, at its sole option and expense, will either: (A) obtain for Customer the right to continue using the Module under the terms of this Agreement; (B) replace the Module with products that are substantially equivalent in function, or modify the Module so that it becomes non -infringing and substantially equivalent in function; or (C) refund to Customer the annual Application Services fee payable by Customer in the year that such claim or threatened claim arises. THE FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 8. Term and Termination. a) Application Services Term. The initial Application Services Term is for a period as stated in the Appendix A — Order Form. Thereafter, the Application Services Term will automatically renew for consecutive one (1) year periods, unless terminated by either party by providing written notice one -hundred eighty days (180) days prior to the! upcoming Application Services Term annual renewal date. b) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to SunGard Public Sector of a suspected Documented Defect will not constitute a notice of termination of this Agreement. C) Customer believes that sufficient funds can be obtained to pay all amounts due SunGard Public Sector 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 in this Appendix A. Customer further agrees that said funds, once appropriated, will be maintained and expended for the expressed purpose of acquiring from SunGard Public Sector the services set forth in this Appendix A. In the event sufficient funds are not appropriated, budgeted or are otherwise legally unavailable, Customer shall immediately notify SunGard Public Sector in writing of such occurrence and SunGard Public Sector will respond with an amendment that this Agreement or the appropriate executor portions thereof, is terminated. Should there be any premature termination of this Agreement, Customer shall be responsible to pay a) for any services delivered by SunGard Public Sector prior to the notice. SunGard Public Sector shall not be obligated to provide any services for which payment has not been appropriate. d) Customer may terminate this Agreement at any time upon one (1) year prior notice to SunGard Public Sector. In the event of such termination, provided as a strict condition, Customer must first remit to SunGard Public Sector payment in full of all fees for services rendered by SunGard (including any expenses incurred) through the date of termination. e) Effect of Expiration of Application Services Term or Termination of Agreement. Upon the expiration of the Application Services Term, or upon any earlier termination of this Agreement by either party, Customer's right to receive the Application Services and to use the Software as otherwise provided for in this Agreement terminates. Any use of the Software after the Application Services Term or after the termination of this Agreement is a violation of this Agreement, and further, may subject the user to additional claims under applicable law, including without limitation claims for violation of SunGard Public Sector's copyright interest in and to the Software. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 5 of 18 f) Deconversion Assistance. If after any termination or expiration of this Agreement Customer converts to a different vendor's applications, SunGard Public Sector will provide, upon payment of SunGard Public Sector's then -current standard deconversion fee, reasonable assistance and documentation for such deconversion in order to assist Customer in removing its information and placing said information in SunGard Public Sector's standard format for input to the other vendor's applications. In the event Customer requests a non-standard deconversion, SunGard Public Sector shall be entitled to receive compensation for consultation, software and documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing rate then charged by SunGard Public Sector for such services. g) Survival of Obligations. All obligations relating to non-use and non -disclosure of Confidential Information and indemnity will survive termination of this Agreement. h) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 9. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. 10. Force Majeure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 11. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt. at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" will include use of the Software for benefit cf any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that r6sults from such merger, acquisition and/or other consolidation. However, the following will not be considered "assignments" for purposes of this Agreement: SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and SunGard Public Sector's assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. 12. No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 13. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State of Indiana, without reference to the choice of laws provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken. from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 14. LIMITATIONS OF LIABILITY; DISCLAIMER OF WARRANTIES a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE APPLICATION SERVICES, THE SOFTWARE, ANY CONSULTING SERVICES, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE APPLICATION SERVICES FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 6 of 18 b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. C) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE APPLICATION SERVICES AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. d) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND , THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 15. IRAN CERTIFICATION: Pursuant to I.C. 5-22-16.5, SunGard Public Sector shall certify that, in signing this document, it does not engage in investment activities within the country of Iran. 16. NON-DISCRIMINATION: SunGard Public Sector represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City of Carmel prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 17. E -VERIFY: Pursuant to I.C. 22-5-1.7 et seq. as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E -Verify Law:), SunGard Public Sector is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as Appendix D, affirming that it is enrolled and participating in the E -Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, SunGard Public Sector shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program. Should SunGard Public Sector subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should SunGard Public Sector or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E - Verify Law. The requirements of this paragraph shall not apply should the E -Verify program cease to exist. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 7 of 18 18. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. The individual executing this Agreement on behalf of its party represents and warrants that he/she has full authority to bind such party to all terms, conditions and obligations of this Agreement. In Witness Whereof, the Parties to this Agreement, in recognition of their undertakings set forth above, and for due and valid consideration, execute this Agreement. CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: es Brainard, Presiding Officei �1 g.,-/ - -- j Q/ 6 Mary Ain Burke, ME.0 Date: Lori S. W tson er Date: 3 SunGard Public Sector By: Authorized Signature Lisa Neumann Printed Name 0 Controller �. Title )pr FID/TIN: Date: March 7, 2016 SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 8 of 1J) APPENDIX A Order Form Agreement Number: 1152-160037-1 . Customer: City of Carmel Delivery Address: One Civic Square, 3rd Floor, Carmel, IN 46032 1: Commencement Date: April 1, 2016 2. Term: The initial Application Services Term begins upon Commencement Date and expires sixty (60) months thereafter. Thereafter, the Application Services Term will automatically renew for consecutive one (1) year periods, unless terminated by either party by providing written notice one -hundred eighty days (180) days prior to the upcoming Application Services Term annual renewal date. 3. Application Groups & Fees: SunGard Public Sector ASP Agreement Rev. 5,8.12 Page 9 of 18 Applications and/or Services Training and Professional Annual Access Services Start -Up Fee Fee New PLUS Products PLUS Permitting ProjectDoxlnterface- (EU -P) Included in (Not Currently Licensed) Professional $ 6,000.00 $960.00 Services New Third Party ProjectDox (Base)- (EP -AS) - Software (Not Currently Unlimited_ User License of Core ProjectDox Software SOFT - Licensed) PDOX 12 Included in Third Workflow Processes, Two Best In Class Modules Part Included in -Planning Review Professional Start -Up Fee $116,484.00 -Building Review SOFT-PTA2 Services GIStream ESRI Integration SOFT -GIS 1 Laser Fiche Connector SOFT-ARCHCON 1 Professional Services PLUS Permitting ProjectDox Interface -(EU -P) (New PLUS products) Project Management- $3840 $ 13,240.00 N/A N/A Install/Tech- $9,400 Third Party Training $14,000 Professional Services Introduction Implementation Training Package: Web Based Training -1 Introduction to ProjectDox Course -1 Mark Ups -1Project Administrator Course -1 Approval Process Training Internal Users $ 59,720.00 N/A N/A -1 Approval Process Training Admin/Coordinators 'Max Students Per Class, 12 GIS User/Admin Training- $3,500 ProjectDox Implementation and Configuration -$42,220 ASP Services Setup, Implementation, Disaster Recovery Plan for SunGard Included in Public Sector applications N/A N/A Annual Access Fee Total Proposed System: $ 72,960.00 $ 6,000.00 $ 117,444.00 SunGard Public Sector ASP Agreement Rev. 5,8.12 Page 9 of 18 Application Groups & Fees Notes: 1) Start -Up Fee is based on use of SunGard Public Sector's Standard ASP Implementation Methodology: Annual Access Fee(s):. The chart above reflects the initial Annual Access Fee(s) only. During the initial Application Services Term, Annual Access Fee(s) shall be at the rates listed below. Year 1 $ 117,444.00 Year 2 $119,792.88 Year 3 $122,188.74. Year 4 $124,632.51 Year 5 $127,125.16 Annual Access Fees for any Contract Year subsequent to the initial Application Services Term are subject. to change and will be specified by SunGard Public Sector in an annual invoice. APPLICABLE TAXES ARE NOT INCLUDED IN THIS ORDER. FORM,AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. 4. Payment Terms: The amounts noted above shall be payable as follows Start -Up Fee: 100% Due upon Execution Annual Access Fee: The initial Annual Access Fee will be due March 1, 2016. Subsequent Annual Access Fees will be due March 1St annually thereafter throughout the Application Services. Term at the Fees listed above. Professional Services Fees: 100% Due upon Execution Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be governed by the SunGard Public Sector Corporate.Travel and Expense Reimbursement Policy. Travel and living expenses actually incurred in prior months for which SunGard Public Sector is seeking reimbursement, shall also be invoiced monthly. 5. Hardware. As may be applicable for certain customers, -the Site to Site VPN may include a router provided and managed by SunGard Public Sector to reside at Customer site. The router is, and shall remain, the property of SunGard Public Sector. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 10 of 18 THIRD PARTY SOFTWARE, HARDWARE AND SERVICES SUPPLEMENT 1.1 Third Party Software Licenses.. To facilitate Customer's access and use of the third party, software set forth on Appendix A Order Form ("Third Party Software") the licensor(s) of such Third Party Software have agreed to allow SunGard Public Sector to provide the Third Party Software to Customer, subject to the following additional conditions: (i) the Third Party Software shall be used only in conjunction with any permissible use of the Component System software specifically authorized hereunder, and (ii) the Third Party Software shall be used only in accordance with licensor's terms and conditions and .documentation for the Third Party Software which; unless otherwise included in a specific Supplement attached hereto, shall be provided to Customer with the receipt of such Third Party Software. During the term of this Agreement, SunGard Public Sector shall use reasonable efforts to provide Customer the benefit: of all indemnities and warranties granted to SunGard Public Sector by the licensor(s) of the Third Party Software, to the extent .possible without additional cost to SunGard Public Sector, as and if permitted by SunGard Public Sector's agreement with the licensor of the Third Party Software, and to the extent such warranties and indemnities pertain to Customer's use of the Third Party Software hereunder. In the event of any defect in any Third Party Software supplied by SunGard Public Sector, SunGard Public Sector will use commercially reasonable efforts to replace or correct the Third Party Software without charge; unless it has been damaged or corrupted after supply by SunGard Public Sector (including, but not .limited to, damage caused by incorrect use, incorrect voltage or attempts to modify the Software or Third Party Software). If such damage or corruption has occurred. after supply by SunGard Public Sector, SunGard Public Sector reserves the right to refuse to replace or correct the Third Party Software or to impose charges for so doing. Provided that SunGard Public Sector 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 attached hereto, or as provided in Licensor's terms and conditions, SunGard Public Sector shall provide Level 1 support of the Third -Party Software. For purposes herein, Level 1 Support shall mean: 1) Taking the first support call from Customer and qualifying the call priority, or if an existing case, obtaining case information; 2) Gathering information about the case, defining and describing the problem, and determining if the Third Party, Software is the cause of the problem. Analyze problem symptoms, attempt to find root cause if appropriate and document result of such attempts. Determining if the problem is a known Third Party Software problem by accessing third party online support resources; and 3) If it is determined to be a Third Party Software problem, contacting the Third Party Software technical support. For new cases, opening a case and selecting a priority.- For existing cases, providing .the case number and information gathered to the Third Party Software support engineer. 1.2 Third Party Hardware and Services Customer is hereby advised that the third party, and not SunGard Public Sector, assumes all responsibility for and liability in connection with the Third Party Hardware or Third Party Services set forth on Appendix A Order Form, and is solely responsible for delivering the Third Party Hardware and Third Party Services to Customer. SunGard Public .Sector is not authorized to .make any representations or warranties. that are binding upon the third party or to engage in any other acts that are binding upon the third party, excepting specifically that SunGard Public Sector is authorized to represent the fees for the Third Party Hardware or Third Party Services as the same is provided for in Appendix A Order Form and to accept payment of such amounts from Customer on behalf of the third party. 1.3 Title and Risk of Loss: In no event will SunGard Public Sector be deemed to have taken title or any similar right or interest in or of any Third Party Software or Third Party Hardware in the chain of distribution to Customer, and title, risk of loss, and/or such similar right or interest in or to the Third Party Software or Third Party Hardware will be deemed to Vest in Customer either at the_ point of delivery to carrier for shipment or otherwise provided for in the licensor's terms and conditions. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 11 of 18 1.4 Disclaimer of Warranties. Except as may be provided in Section 1.1 above, Customer agrees and understands that. SUNGARD.: PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH .:REGARD TO THE THIRD PARTY SOFTWARE, THIRD PARTY. HARDWARE OR THIRD PARTY. SERVICES. ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY THE LICENSORS, MANUFACTURERS.OR PROVIDERS OF SUCH THIRD. PARTY SOFTWARE, THIRD PARTY HARDWARE AND THIRD PARTY SERVICES. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY: AND FITNESS FOR A PARTICULAR PURPOSE.; EXCEPT FOR, ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE THIRD PARTY PURSUANT TO ' THIS .AGREEMENT,. SUNGARD PUBLIC SECTOR WILL. HAVE - NO LIABILITY.: WHATSOEVER IN CONNECTION WITH THE THIRD PARTY SOFTWARE, THIRD PARTY HARDWARE OR THIRD PARTY SERVICES. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 12 of 18 AVOLVE SUPPLEMENT 1. Additional Definitions. "Avolve Software" means the software provided to Customer by Avolve Software Corporation. ("Avolve") which is identified in the Third Party Software or Third Party Services of the Appendix A Order Form of this Application Services Provider Agreement as the "Avolve" software. "Avolve Services" means the services provided to Customer by Avolve which is identified in the Third Party Services of the Appendix A Order Form of this Application Services Provider Agreement as the "Avolve" Services. "Avolve Agreement" means the Avolve License and Support Agreement and the Professional Services Agreement to be executed by and between Customer and Avolve. 2. Ownership. Avolve Software Corporation owns the Avolve Software. 3. Condition on Use of Avolve Software. Customer's use of the Avolve Software and the provision of the Avolve services is subject to Customer's execution of the Avolve Agreement. Avolve is solely responsible for delivering the Avolve Software and Avolve Services to Customer. Use of the Avolve Software shall be governed by the Avolve Agreement, SunGard Public Sector ASP Agreement Rev. 5:8.12 Page 13 of 18 APPENDIX B STANDARDS SHEET PLUS: SYSTEM SUPPORT SERVICES - eFinancePLUS, BusinessPLUS, eSchooIPLUS, IEPPLUS. a. System Use: This Agreement permits Customer to use the software modules listed in Appendix A during normal business hours, subject to any concurrent usage limitations as set forth herein. A concurrent user is defined as a session in any of the applications in the corresponding product group,, as listed in Appendix A, under the control of a Customer user currently logged into: the SunGard Public Sector computer system. This limit may be raised only by mutual_ agreement and formal amendment to this Agreement; additional charges will apply. Customer agrees that use of these software modules is limited to Customer's own employees or contracted employees. SunGard Public Sector will provide non-exclusive hardware to operate Software on behalf of Customer. Live support is available 8 AM EST to 8PM EST. b.Administration: SunGard ,Public Sector will provide System Management Resources for computer server -management, data storage and backup. System backups will be performed on a full -backup basis weekly, with partial -backups daily. SunGard Public Sector will schedule with the Customer in advance for routine maintenance and repairs performed at the SunGard Public Sector's data center. Generally, these activities are not performed during business hours; however, the Customer should anticipate SunGard Public Sector to schedule short periods of downtime quarterly. SunGard Public Sector will make every effort to schedule this maintenance period at least two weeks in advance. C. Network Responsibilities: SunGard Public Sector's responsibilityfor network communication terminates at the WAN connection onthe router at SunGard Public Sector's location, and excludes the leased line, Customer routers and local computing infrastructure and Personal Computers at the Customer site. SunGard Public Sector will assume responsibility for the purchase, configuration, installation, and management of the data communications equipment hosted at SunGard Public Sector's facility and will hold.title to same. d. System Performance: The Customer and SunGard Public Sector will work together to isolate performance bottlenecks, should they occur, and to identify whether they are related to the data communications link, the SunGard Public Sector computer server, or the Customer's local network. SunGard Public Sector shall provide sufficient Internet access bandwidth and server capacity for the duration of this Agreement to meet the reasonable performance requirements of the number of concurrent system users provided for in this Agreement. For purposes of this agreement, "reasonable performance requirements" shall mean the following: End-user response time: typically 2-5 seconds to retrieve a single record using the primary indexed key System availability: 98% available during normal business hours calculated on an annual basis. . SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 14 of 18 e. Interfaces or Custom Reports: Interfaces, custom reports, special formats, and other programming or set-up requests are not included in this Agreement, but can be provided by SunGard Public Sector under separate Agreement. f. Creation/Setup of New Users: SunGard Public Sector will set up and create new users at the operating system level within two business days when requested by customer. g. On -Going Maintenance: SunGard Public Sector will be responsible for maintenance of the computer server(s) at SunGard Public Sector, the respective operating system(s), and the data communications equipment at SunGard Public Sector. SunGard Public Sector will update the computer server and operating system software as necessary to remain current with new releases of the software. h. Customer's Network, Personal Computers: The Customer's network and personal computers, including configuration,. Microsoft. Customer Access. Licenses, and setup to use the products listed in Appendix A, are not included in this Agreement. i. Additional Accounts and Update Frequency: In addition to the Production Environment for Customer processing, SunGard Public Sector will provide a Test Environment. . -To provide the Test Environment, SunGard Public Sector will replicate the Production Environment into the Test Environment semi-annually. This replication shall be performed. only after consultation with the Customer. Additional accounts or more frequent replication will be offered at the hourly rates then in effect. J1. Creation/Setup of Remote Printers: Most reports generated by applications running in the SunGard Public Sector Data Centers can be output by users to printers defined within the Customer's desktop computer network. Some applications will require IP Addressable printers that support PCL (Printer Control Language) Version 5 or above. For these printers, associated print queues need to be uniquely defined and configured on the servers housed in the SunGard Public Sector Data Center. SunGard Public Sector will provide the set up for up to five (5) IP Addressable print queues at no additional charge. For each additional IP Addressable print queue the customer requires beyond the initial 5, SunGard Public Sector will bill a $200 setup fee. SunGard Public Sector will complete printer configuration changes within two business days when requested by customer. k. Disaster Recovery: In the event of.a disaster which disables SunGard Public Sector's . data center, SunGard Public Sector will make commercially reasonable efforts to recover the Customer's time critical systems for continued processing at the recovery location. If this occurs, Customer will be given an initial projection of estimated recovery time, and SunGard Public Sector will provide daily status updates thereafter to Customer concerning estimated recovery time frames. For the purpose of this Agreement, "commercially reasonable efforts" shall mean that SunGard Public Sector shall have a recovery project team working on and dedicated to the recovery effort. I. Specific Periodic Tasks Performed by SunGard Public Sector: In addition to the general items referenced above, the specific items listed below shall be performed periodically. Daily • Monitor previous night's backups and continuous logs • Monitor system performance and throughput • Perform Nightly backup of all Customer data • Perform Nightly Differential System Backups (system/software and related data files which have changed since the last full system backup) • Process any Printer/User requests Weekly SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 15 of 18 • Perform Full Backups including delivery to off-site storage location to include: 0 5 nightly backups 0 4 weekly backups 0 12 monthly backups 0 Year end backup kept on a permanent basis • Test failover to data center generator Monthly • Check space in File Systems • Check space in Swap file • Check Wide Area Network statistics As Necessary • Perform Operating System, Third Party, and SunGard Public Sector Software upgrades • Add users and. printers • Modify users and printers • Restore data as identified by customer • Update database statistics and indexes • Design, implement, and execute disaster recovery procedures • Build and maintain communication circuit M. Customer. Responsibilities. I. . Printing. The Customer is responsible for all printing, using compatible local printers. No print jobs will print at SunGard Public Sector and all physical printing requirements will be handled by the Customer. Printers must support TCP/IP and be PCL5 compliant. For IP addressable print queues, any Jet -Direct compatible printer may be used. If the printer is not Jet -Direct compatible or routed through external servers, additional software or services may be required. . ii. Existing Environment. The Customer is responsible for any issues arising from the existing LAN, existing data communications configuration, hardware, or software at the Customer's site. Specifically, the Customer is responsible for all elements of their existing infrastructure. If any Customer site application updates (either hardware or software) are needed, they will be the responsibility of the Customer. iii. . Application Set Up. The Customer assumes responsibility for application software setup, setup and maintenance of user security within the software applications testing, and operation, such as chart of accounts, setup, posting strategies, common code setup, etc. User/site based administrative tasks are the responsibility of the Customer (e.g. report generation/creation, printing,local configuration, defining user security, etc.). iv. Leased Lines and Data Communications Equipment. The Customer will connect to the SunGard Public Sector data center over the Internet. The Customer assumes responsibility for the leased lines, Internet access, and the data communications equipment to support the leased lines, Internet access (excluding the router equipment at SunGard Public Sector's facility), including installation, troubleshooting, maintenance, management, and any contracts related thereto. Customer will assume responsibility for the purchase, configuration, installation, management and on-going support of the data communications equipment and will hold title to same (excluding the router equipment at SunGard Public Sector's facility). SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 16 of 18 V. User Set Up :and Management. The Customer will perform all user setup and maintenance at the application level. vi. Facility Restrictions. The Customer is responsible for costs associated with any special requirements: or, restrictions of Customer's office facility that preclude the installation of telecommunication or other necessary equipment required for this project. vii. Maintenance and Support. Effective application software administration is the key to a successful installation and smooth on-going system operation. An individual (or two) must be designated as a primary -focal point of contact for communication between . Customer's organization and SunGard Public Sector, and will handle the daily coordination of issues raised within your organization regarding the use of SunGard Public Sector's application software products. The responsibilities of this individual would include: 1. Communicating with SunGard Public Sector's Support personnel for problem reporting and resolution 2. Provide first level application software support to end users 3. Train new staff on software applications 4. Maintain any unique procedural documentation to your organization 5. Diagnose and resolve minor user procedural problems SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 17 of 18 APPENDIX C MAINTENANCE STANDARDS Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted, support hours are Monday through Friday, 7:00 A.M. to 6:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x11"). II. . Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector will use diligent, commercially reasonable efforts to' respond to Notifications from Customer relating to the Applications identified in Appendix A — Order Form of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support" hour occurring after SunGard Public Sector's receipt of the Notification: Priority Description Response Goal* Resolution Goal* Urgent A support issue shall be considered Urgent when it SunGard Public Sector Although resolution 1 produces a Total System Failure; meaning SunGard leas a stated goal to times vary depending on Public Sector's Applications are not performing a respond within 60 the exact issue and process that has caused a complete work stoppage. minutes of the issue customer environment, being reported and have SunGard Public Sector a resolution plan within has a stated goal to 24 hours. resolve an urgent issue within 24 hours OR provide a resolution plan with urgent issues within 24 hours of the Critical A support issue shall be considered Critical when a SunGard Public Sector 2 critical failure in operations occurs; meaning SunGard has a stated goal to issue being reported. Public Sector's Applications are not performing a respond within two critical process and prevents the continuation of basic - hours of the issue being A resolution plan details operations. Critical problems do not have a reported. the steps necessary to workaround. This classification does not apply to understand and possibly intermittent problems. resolve the issue. Non- A support issue' shall be considered Non -Critical when SunGard Public Sector Critical a non critical failure in operations occurs; meaning has a stated goal to 3 SunGard Public Sector's Applications are not respond within four performing non-critical processes, but the system is still hours of the issue being usable for its intended purpose or there is a reported. workaround. Minor A support issue will be considered Minor when the SunGard Public Sector 4 issue causes minor disruptions in the way tasks are has a stated goal to performed, but does not affect workflow or operations. respond within 24 This may include cosmetic issues, general questions, hours of the issue being and how to use certain features of the system. reported. * Measured from the moment a Case number is created. As used herein a "Case number" is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 18 of 18 LisaNeumann being, firstdulyW deposes pposos andsays thathe/ifie'J's fam- -111 at f -with and has personal knowledge. of the &otslereifT called as,a thism tfer, could testify as .f6llows: 1. Tam. qYq- '-','td'thofacts contained herein, 1 41n.now,'and at times..reYevantlierein,have been empj yed by, S -imGqr,6 Public s of& (an:'.Vfg C. ornpai4 (the If "TmployeP.), m°tihe°pOtion of C'01*611or tarn$W i t oymen po t( h6 vith.,the. &ih�ol H.'Hes, practi6es, and procedures :of the tinpioy an4, have the authority to act bn bel alf OkihQ":.t MP 0 Yer. .4. The. Employer . I , 8�enrqlled qqd� pqr(ibipates in 'the federal 'ENfyprogram rqrain -and . has. , provided.d'o6'uhient'a:'tio'n'o'f :such' enrollment ani i' par.(i 'Pil to .the cityv of corme 5- The Company does not "knowingly 1. ". - . d any U04ftfize.l. , loas'_ oy. PURI HER A FF IA NYSAYFTTH NOT, Vx= ' ' *' :t4q c - T arol - VFM? on day o. m 2C� 15 . 'n, C' M'avo1_' Printed:. I1sa.l�euiiiani. "ce ..yunder: the penaIties'fo fpbvurY*un under the fes:ofAmerca-qnd.fhoSfatc,o of iidiaria-that the foregoing mgfActpal'aae olt$ arid. representations are true .and dorrea.. rvomry T nw My C:mr, Pfintcd w E. "0 T anaTeterson p4