R2021-78 Resolution Authorizing Annual Service Agreement with Superion, LLC, A Central Square Company

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SOFTWARE OTHER THAN THE IMPROVEMENTS FOR THE YEAR THAT SUCH EQUIPMENT. LIABILITY ARISES. 7. Termination. A party has the right to (b) EXCLUSION OF DAMAGES. terminate this Agreement if the other party REGARDLESS OF WHETHER ANY REMEDY STET breaches a material provision of this FORTH HEREIN FAILS OF ITS ESSENTIAL Agreement. Either party has the right to PURPOSE OR OTHERWISE, IN NO EVENT WILL terminate this Agreement at any time while an SUNGARD PUBLIC SECTOR BE LIABLE TO event or condition giving rise to the right of CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR termination exists. To terminate this CONSEQUENTIAL DAMAGES, WHETHER BASED Agreement, the party seeking termination ON BREACH OF CONTRACT, TORT (INCLUDING must give the other party notice that describes NEGLIGENCE), PRODUCT LIABILITY, OR the event or condition of termination in OTHERWISE, AND WHETHER OR NOT SUNGARD reasonable detail. From the date of its receipt PUBLIC SECTOR HAS BEEN ADVISED OF THE of that notice, the other party will have thirty POSSIBILITY OF SUCH DAMAGE. (30)days to cure the breach to the reasonable satisfaction of the party desiring termination. (c) BASIS OF THE BARGAIN. CUSTOMER If the event or condition giving rise to the right ACKNOWLEDGES THAT SUNGARD PUBLIC of termination is not cured within that period, SECTOR HAS SET ITS FEES AND ENTERED INTO then the party seeking to terminate this Agreement can effect such termination by THIS AGREEMENT IN RELIANCE UPON THE providing the other party with a termination LIMITATIONS OF LIABILITY AND THE notice that specifies the effective date of such DISCLAIMERS OF WARRANTIES AND DAMAGES termination. Termination of this Agreement SET FORTH IN THIS AGREEMENT,AND THAT THE will be without prejudice to the terminating SAME FORM AN ESSENTIAL BASIS OF THE party's other rights and remedies pursuant to BARGAIN BETWEEN THE PARTIES. this Agreement. 9. Entire Agreement. This Agreement contains the 8. LIMITATIONS OF LIABILITY. entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all (a) LIMITED LIABILITY OF SUNGARD prior oral and written communications between the PUBLIC SECTOR. SUNGARD PUBLIC parties about its subject matter. Any purchase order SECTOR'S LIABILITY IN CONNECTION or similar document which may be issued by WITH THE IMPROVEMENTS OR ANY Customer in connection with this Agreement does not OTHER MATTER RELATING TO THIS modify this Agreement. No modification of this AGREEMENT WILL NOT EXCEED THE Agreement will be effective unless it is in writing, is FEES THAT CUSTOMER ACTUALLY PAID signed by each party, and expressly provides that it TO SUNGARD PUBLIC SECTOR FOR THE amends this Agreement. Page 4 of 7 SPS Maintenance 711=10