R2022-64 Resolution Authorizing Annual Service Agreement with Superion, LLC, a Central Square Company

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replace any SunGard Public Sector personnel that arrears and due within thirty (30) days from the are rendering services on-site at a Customer date of invoice. facility if Customer reasonably considers the personnel to be unacceptable and provides (iii) Late Charge. SunGard Public SunGard Public Sector with notice to that effect, Sector will have the right to charge a late fee to provided that such replacement does not violate the extent that payment is received later than thirty any law or governmental regulation 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 time by Citizens Bank, each instance in which SunGard Public Sector is Philadelphia, Pennsylvania plus three percent providing Customer with services, SunGard Public (3%); and (ii) the highest rate permitted by Sector and Customer will develop a project plan applicable law, and will be payable to SunGard that identifies each party's responsibilities for such Public Sector on demand. services. The project plan will describe in detail the tentative schedule and the scope of services (b) Taxes. Customer is responsible for that SunGard Public Sector will provide. paying all taxes (except for taxes based on Customer will establish the overall project SunGard Public Sector's net income or capital direction, including assigning and managing the stock) relating to this Agreement, the Software, Customer's project personnel team. Customer any services provided or payments made under must assign a project manager who will assume 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 Agreement. If Customer is exempt from the operational,accessible and supported at the times payment of any such taxes, Customer must agreed to by the parties in the project plan. While 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 Public 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 invoice Customer for and Customer will to perform its obligations, including remote access pay to SunGard Public Sector all such tax to the Equipment. amounts. 5. Delivery. Except as otherwise provided in (c). Scheduled Resource Changes: For Exhibit 1, SunGard Public Sector will deliver all training and on-site project management sessions Component Systems to Customer at the Delivery which are cancelled at the request of Customer Address. within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of 6. Payment and Taxes, the training or on-site project management plus incurred expenses. (a) Payment 7. Limited Warranty. Disclaimer of Warranty (i) License Fees. Fees for the and Election of Remedies. Software will be due to SunGard Public Sector as provided for in Exhibit 1. (a) Limited Software Warranty by SunGard Public Sector and Remedy 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 services will be invoiced on a monthly (12) months after the Delivery Date, the Baseline basis in arrears and will 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 soon as incurs in providing Customer with services under reasonably practicable and at its own expense,will this Agreement. Such travel and living expenses provide Customer with an avoidance procedure for will be governed by SunGard Public Sector's or a correction of the Defect. If, despite its Corporate Travel 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 procedure for or a correction of a Defect, then, Page 4 of 26 SPS Ucense 7/7/2070