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

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infringemertt claim, then SunGard Public Sec�or, AgreemeM will be withaut prejudice to the at its sote apt�on and expense, will either: {A} terminating pariy's a#her rights and remedies obtain for Customer the right ta continue using the pursuant to this Agreement. C�mponent Sys#em under the terrns af th�s Agreement; (6) replace the Companent System 11. Notices. All notices and other with products that are substantia!!y equivalent in communications required ar permitted under this func6on, or modify the Component System so that Agreement must be i�writing and wiH be deemed it becomes non-infringing and substantially given when: Delivered personally; sent by United equivalent ic� €unc#ion; or {C� tefund ta Custorr�er States reg�stered or ce�t'�'ied mail, retum rece3pt the portion of the license fee paid to SunGard requesteci; transmitted by facsimiie confirmed by Public Secto�for the Component System{s)giving United States first class mail; or sent by+�vemight rise ta the infr�ngement claim, tess a charge for courier. Nt�tices must be sent to a party at its use by Customer based on straight line address shown on the first page of this dep�eciatian assumi� a useft�E tife of five (5} Agreement, or to such ather ptace as the party years. THE FOREGOING iS SuNGARD PUBLtC may subsequently designate fa� its receipt of SECTOR'S EXCLUSIVE OBLIGATION WITH notices. RESPECT TC? INFRINGEMENT OF INTELLECTUAL PR�P�RTY RIGHTS. 12. Force AAafeure. Neither party will be liable to the othe� for any failure or delay in performancs 10. Term and Tennination. under this Agreement due to circumstances beyond its re�sanable conlrol, including Acts of {a} Right of Term(�ation. A pariy has the �od, acts of war, accident, labor dlsruptian, aats, right#a terminate this Agreement if the other party omissians and defaults of third parties and official, breaches a materiaf pravision of this Agreement. 9�vemmental aad judicial action not the fault vf Eitfler party has the right to terminate this the party failing or del�ying in perfotrnance. Agreement at any time while an event or condition giving rise to the righ# of termination exists. To 13. Asst�nmen� Neither party niay asslgn any terminate this Agreement, the party seeking of its rights or obligakions under this Agreement, termination must give the ottrer party �tice that and any attempt at such assignment will be void describes the event or condition af termina#'ron in without the p�ior wcitten cansent of the afFrer parky. reasonable detail. Frorn the date of its receipt of For purposes af this Agreernent, "assignrnent" will that r��ee, the other parEy wi� have thirty (30j include use of the Softwaee for 1�nefit af any th�rd days to cure the breach to the reasonable parlY to a merger, acquisi�on andlor o#her satisfaction af the party desiring terminati4n. If the consolidation by, with or af Custamer, includ➢ng event ar condition giving rise to the right of any new or suruiving entity that resu4ts fram such term'rnatian is not cured within that periad, this merger, acquisition and/or other cAnsolidation. Agreement wi[1 autamaticalty be deemed However, the fall�wing will not t�e cons�dered terminated at the end af that period. Hawever, "assignments" for purposes of this Agreemen� notice to SunGard Public Sector of a suspected SunGard Public Sectors assignment of this �e#ect wiD nat canss#itute a natice oE terminat�on of Agreement or af any SunGard Public Sector rights this Agreemen� under this Agreement to SunGard Public Sectar's successor by merger or consolidation or to any (b} �ffeci of Terminatian. Upon termination person or entity thaf acquices al1 or substantially ail of this Agreement by either party, Customer will of its cap'ital stock or assets; and SunGard PublEc prompt�y retum to SunGard Fublic Sector or {at Seetor's assignment of this Agreement to any SunGard Public SectoPs request) witl destroy all person ar end#y to which SunGard Public Sectv� copies of the Software, and will certify to SunGard t�ansfers any of its rights in the Software. Public Sectar in writing, over the signature of a duly autharized representative of Customer, that it 14. Na Walver. A party's failure to enforce its has done so. rights with respect to any single cu c�nt�nuir�g breach af this Agreernent wilt not act as a waiver {c) Survival of dbliaations. All obligations of the right of that party to (ater enforce any such relating tc� non-use and non-discic�sure o# rights or ta enforce any �ther or any s�aseqttent Confidential Information and indemnity will survive breach. terrnination af this Agreemen�. 15. Chaice of L,aw: Severabilitv. 7his (d) 7erminabon Without Preiudice to Other Agreement will be governed by and construed �2�ahts and Remed�s. Termina�on of this under the laws of the State t�f Florida, w�thout Page 8 of 28 SPS UCense 717/2010