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

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replace any SunGard Pubiic Sector personnel that anears and due within thirty (30) days from the are rende�ing ser►rices on-site at a Customer date of invoice. facility if Customer reasonably considers the personnel to be unacceptabte and provides (iii} Late Chame. SunGard Public SunGard Public Secto� with notice to that effect, Sector will have the right to charge a late fee to provided that such replacement does not violate ihe extent that payment is received later than thirty any iaw or gavemmental cegulat�on applicable to {30) days from the date of invoice. Late fees will such personnel replacement be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate (d) Conditions On Providing Services. in established from time to 6me by Cibzens Bank, each instance in which SunGard Public Secto� is Philadelphia, Pennsyhrania plus three percent providing Customer with services, SunGard Public (3°k); and {ii) the highest rate permitted by Sector and Custome�will develop a project plan applicable law, and will be payable to SunGard that identifies each party's responsibilides for such Public Sector on demand. services. The project plan will describe in detail the tentative schedule and the scape of services (b) Taxes. Customer is responsible for that SunGard Public Sector will provide. paying all taxes (except for taxes based on Custome� will establish the overall project SunGard Public Secto�'s net income or capital direction, including assigning and managing the stack) relating to this Agreement, the Software, Customec's project personnel team. Customer any services prov�ded or payments made under must assign a project manager who will assurne this Agreement. Applicable tax amounts {if any} responsibility for management of the project. are NOT included in the fees set forth in this Customer must ensure that the Equipment is Agreemen� If Customer is exempt from the operational,accessible and suppo�ted at the times payment of any such taxes, Customer must agreed to by the parties in the project plan. Whils provide SunGard Public Sector with a valid tax SunGard Public Sector is providing such services, exemption certificate; otherwise, absent proof of Customer must provide SunGard Pubtic Sector Customer's direct payment of such tax amounts to with such facilities, equipment and support as are the applicable taxing authority, SunGard Public reasonably necessary for SunGard Public Sector Sector will invuice Customer for and Customer will to perform its obl'�gations, including remote access pay to SunGard Public Sector all such tax to the Equipment amounts. 5. Deltverv. Except as otherwise p�ovided in (c). Scheduled Resouroe Changes: For Exhibit 1, SunGard Public Sector will deliver all training and on-site project management sessions Component Systems to Custome� at the Delivery which are cancelled at the request of Customer Address. within fourteen (14) days of the scheduled start date, Customer is responsible fo� entire price of 6. Pavment and Taxes, the training or on-site project management ptus incurred expenses. (a) P�ympnt• 7. Limited Warrantv. Disclaimer of Warrantv (i) License Fees. Fees for the and Election of Remedles. Software will be due to SunGard Public Sector as provided for in Exhibit 1. (a) Limited Software Wamantv by SunGard Public Sector and Remsdy For Breach. For each (ii) Professional Services Fees. Component System, SunGard Public Sector Except as otherwise provided in Exhibit 1, fees for warrants to Customer that, for a period of twelve professional seroices will be invoiced on a monthly (12) months after the Delivery Date, the Baseline basis in arrears and wi11 be due within thirty (30) Component System, as used by Customer on the days from the date of invoice. Customer will Equipment for its own, non-commercial computing reimburse SunGard Public Sector for actual travel operations,will operate without Defects. For each and living expenses that SunGard Public Sector Defect, SunGard Public Sector, as saon as incurs in providing Customer with services under reasanably practicable and at its own expense,will this Agreement Such travel and living expenses provide Customer with an avoidance procedure for will be govemed by SunGard Public Sector's ar a correction of the Defect. If, despite its Co�porate 7ravel and Expense Reimbursement reasonable efforts, SunGard Public Sector is Policy and will be invoiced on a monthly basis in unable to provide Customer with an avoidance precedure for or a correction of a Defect, then, Page 4 of 26 sPs u�nse�nno,o