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

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subject to the limitations set forth in Section 16 of AGREEMENT IS FOUND TO HAVE FAILED OF this Agreement, Customer may pursue its remedy ITS ESSENTIAL PURPOSE, AND at law to recover direct damages resulting from REGARDLESS OF WHETHER CUSTOMER HAS the breach of this limited warranty. These ACCEPTED ANY SOFTWARE OR SERVICE remedies are exclusive and are in lieu of all other UNDER THIS AGREEMENT. remedies, and SunGard Public Sector's sole obligations for breach of this limited warranty are g, Confidential Information. Except as contained in this Section 7(a). otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third (b) Disclaimer of Warranty. The limited party, or make any use of the Discloser's warranty in Section 7(a) is made to Customer Confidential Information. The Recipient will use at exclusively and is in lieu of all other warranties. least the same standard of care to maintain the SUNGARD PUBLIC SECTOR MAKES NO confidentiality of the Discloser's Confidential OTHER WARRANTIES WHATSOEVER, Information that it uses to maintain the EXPRESS OR IMPLIED, WITH REGARD TO confidentiality of its own Confidential Information ANY SERVICES PROVIDED UNDER THIS of equal importance. Except in connection with AGREEMENT AND/OR THE SOFTWARE, IN the Software and any software provided with the WHOLE OR IN PART. SUNGARD PUBLIC Software, the non-disclosure and non-use SECTOR EXPLICITLY DISCLAIMS ALL obligations of this Agreement will remain in full WARRANTIES OF MERCHANTABILITY AND OF force with respect to each item of Confidential FITNESS FOR A PARTICULAR PURPOSE. Information for a period of ten (10) years after SUNGARD PUBLIC SECTOR EXPRESSLY Recipient's receipt of that item. However, DOES NOT WARRANT THAT THE SOFTWARE, Customer's obligations to maintain both the IN WHOLE OR IN PART, WILL BE ERROR Software and any software provided with the FREE, WILL OPERATE WITHOUT Software as confidential will survive in perpetuity. INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE 9. Indemnity by SunGard Public Sector. OTHER THAN THE EQUIPMENT. CUSTOMER SunGard Public Sector will defend, indemnify and WAIVES ANY CLAIM THAT THE LIMITED hold Customer harmless from and against any WARRANTY SET FORTH IN SECTION 7(A) OR loss, cost and expense that Customer incurs THE REMEDY FOR BREACH OF SUCH because of a claim that use of a Baseline LIMITED WARRANTY FAILS OF ITS Component System infringes any United States ESSENTIAL PURPOSE. copyright of others. SunGard Public Sector's obligations under this indemnification are (c) Abrogation of Limited Warranty. The expressly conditioned on the following: (i) limited warranty in Section 7(a) will be null and Customer must promptly notify SunGard Public void it (i) anyone (including Customer)other than Sector of any such claim; (ii) Customer must in SunGard Public Sector modifies the Baseline writing grant SunGard Public Sector sole control of Component System; or (ii) Customer does not the defense of any such claim and of all implement changes that SunGard Public Sector negotiations for its settlement or compromise (if provides to correct or improve the Baseline Customer chooses to represent its own interests Component System. If despite any modification of in any such action, Customer may do so at its own the Component System, SunGard Public Sector expense, but such representation must not can replicate the reported problem in the Baseline Prejudice SunGard Public Sector's right to control Component System as if the problem were a the defense of the claim and negotiate its Defect, then SunGard Public Sector will settlement or compromise); (iii) Customer must nonetheless provide Customer with an avoidance cooperate with SunGard Public Sector to facilitate procedure for or a correction of that reported the settlement or defense of the claim; (iv) the problem for use in the Baseline Component claim must not arise from modifications or (with System as though the reported problem were a the express exception of the other Component Defect. Systems and third party hardware and software specified by SunGard Public Sector in writing as (d) FAILURE OF ESSENTIAL PURPOSE. necessary for use with the Software)from the use THE PARTIES HAVE AGREED THAT THE or combination of products provided by SunGard LIMITATIONS SPECIFIED IN SECTIONS 7 AND Public Sector with items provided by Customer or 16 WILL SURVIVE AND APPLY EVEN IF ANY others. If any Component System is, or in SunGard Public Sector's opinion is likely to LIMITED REMEDY SPECIFIED IN THIS become, the subject of a United States copyright Page 5 of 26 SPS License 711!2010