R2019-87 Resolution Authorizing Annual Service Agreement With Superion, LLC, a Central Square Company

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THIS AGREEMENT is entered inta 6eiween SunGand Pub�c Sectar and Customer on tt�e Execudon Dt�te. SunGard Public Secto� and Customer have entered into a Software License and Services Ag�eement da#ed as of the Execupon Date {the "l.�:ense Agreerr�nr} far #he Saftwar�. Customet desir�s that 5unGard Pubiic Sector pravide Mainten�nce and Enhancements for and new releases of the Baseline Software identified in Exhibit 1 on the terms and ct>ndi�ons contained in this Agreement, and for the Custom Modifica#ions identified in Exhibit 1 on#he terms and conditions af this Agreement. Accordingly, the parties agree as follows. 1. Incoroor�tion By Refe�rence. Secctions 1 e�ough information ta enabi� SunGard Public Sector tDefinitia�), 8 (Confidentiai information) and to replicate the deviation on a computer configuration 91 �rough 15, 3nciusive Noti s, Force that is both comparable ta the Equipment and that is Majeure, gssjgnment, No Waiver and Ghoice under SunGard Publia Sector's control. Qf Law: vetabititv, respeotivety) vf the I.icense Agreement a�e incarporated inta this �nhancements" means general �etease (as Agreement by this reference as fuliy as if opposed to custom) changes to a Baseline written aut belaw. if any provision Component System or Custc�m Modification which incorporated by reference from the License increase the funcrionality of the Baseline Componen# Agreement r�nflicts with any provisian of th(s System ar Cus#c�rn Mc�dification in questien. Agreement, the provisian of this Agreement will control. "Improvements" means, collectively, Mainteaance, Enhancements and New Releases 2. Addibonal De��itions, provided under this Agreement. "Comrr��ncernent Date" rneans #he "Maintenance" means us�ng reasanabte ef#orts da#e specified in Exhibit 1 as the to provide Customer with avaidance procedures for or °Cornmenc�ment Date," cornec�ic►ns of Defects. The hours dur3ng which Maintenance wiii be provided far each Component `Contract Year" means, wikh respect to System, the targeted response times for certain each Baseline Camponent System and defined categories af Nlain#enance catis for each Custom Modification, each one(1)year period Component System and Custorn Modification, and beginning on the Carnmencement Date+o�the other details and procedures (colt+�tively, the anniversary �ereof, and ending one (1} year "Maintenance Standards") relating to the provision af thereafter. Maintenance fo�each Component�ystem and Custom Mod[ficatian are described in attached�hibit 2. "Custg� Modification" means a change that SunGard Pub{ic Sectar has made at "New Releases" means new editions of a Customer's request to any Camponent Baseline Camponent System ar Custom Modification, System in accNardance with a SunGard Public as applic�able. Sectar-generated speci(icaticm, but w�thhauE any other changes whatsoever by any person °Na6fication" means a aommunicatian ta or entity. Each Custom Modifica6fan for whlch SunGard Public SecGar's help desk by means of: (i) SunGard Public Sectar wi(I provide Cus#omer SunGacd Public Sector's web helpl�ne; (ii} the with Improvements is idenqfied in Exhibit 1. placement of a telephane call;or(iii)the sending of an e-mail, in eact� case, in accordanc� wi#h SunGard tl�j��yN has the meaning ascnbed to Public Sectar's then-cuRent policies and procedures IC(it that term in the License Agreement, and far submitting such cornmunications. fut#her, with regard to each Gustom Modification, rneans a material deviabon 3. Services. ku�tween the Custam Mad�cation and the SunGard Pubtic Sector-generated (a} T�� of S�rvices. During the term ot #ttis specification and documentatian for such Agreement, SunGard Public Sector will provide Cus#am Mc�dification, and (ar which Defect Cusiomer with �intena�ce far, Enhancemenis of. Customer has given SunGard Public Sector and New Releases of each Basetine Component Page 2 of 7 sPs n�atntenaRcs ynrlo�o