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

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infringement claim, then SunGard Public Sector, Agreement will be without prejudice to the at its sole option and expense, will either: (A) terminating party's other rights and remedies obtain for Customer the right to continue using the pursuant to this Agreement. Component System under the terms of this Agreement; (B) replace the Component System 11. Notices, All notices and other with products that are substantially equivalent in communications required or permitted under this function, or modify the Component System so that Agreement must be in writing and will be deemed it becomes non-infringing and substantially given when: Delivered personally; sent by United equivalent in function; or (C) refund to Customer States registered or certified mail, return receipt the portion of the license fee paid to SunGard requested; transmitted by facsimile confirmed by Public Sector for the Component System(s) giving United States first class mail; or sent by overnight rise to the infringement claim, less a charge for courier. Notices must be sent to a party at its use by Customer based on straight line address shown on the first page of this depreciation assuming a useful life of five (5) Agreement, or to such other place as the party years. THE FOREGOING IS SUNGARD PUBLIC may subsequently designate for its receipt of SECTOR'S EXCLUSIVE OBLIGATION WITH notices. RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 12. Force Maieure. Neither party will be liable to the other for any failure or delay in performance 10. Term and Termination. under this Agreement due to circumstances beyond its reasonable control, including Acts of (a) Right of Termination. A party has the God, acts of war, accident, labor disruption, acts, right to terminate this Agreement if the other parry omissions and defaults of third parties and official, breaches a material provision of this Agreement. governmental and judicial action not the fault of Either party has the right to terminate this the party failing or delaying in performance. Agreement at any time while an event or condition giving rise to the right of termination exists. To 13. Assionment. Neither party may assign any terminate this Agreement, the party seeking of its rights or obligations under this Agreement, termination must give the other party notice that and any attempt at such assignment will be void describes the event or condition of termination in without the prior written consent of the other party. reasonable detail. From the date of its receipt of For purposes of this Agreement, "assignment" will that notice, the other party will have thirty (30) include use of the Software for benefit of any third days to cure the breach to the reasonable party to a merger, acquisition and/or other satisfaction of the party desiring termination. If the consolidation by, with or of Customer, including event or condition giving rise to the right of any new or surviving entity that results from such termination is not cured within that period, this merger, acquisition andlor other consolidation. Agreement will automatically be deemed However, the following will not be considered terminated at the end of that period. However, "assignments" for purposes of this Agreement: notice to SunGard Public Sector of a suspected SunGard Public Sector's assignment of this Defect will not constitute a notice of termination of Agreement or of any SunGard Public Sector rights this Agreement. under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any (b) Effect of Termination. Upon termination person or entity that acquires all or substantially all of this Agreement by either party, Customer will of its capital stock or assets; and SunGard Public promptly return to SunGard Public Sector or (at Sector's assignment of this Agreement to any SunGard Public Sector's request) will destroy all person or entity to which SunGard Public Sector copies of the Software, and will certify to SunGard transfers any of its rights in the Software. Public Sector in writing, over the signature of a duly authorized representative of Customer, that it 14. No Waiver. A party's failure to enforce its has done so. rights with respect to any single or continuing breach of this Agreement will not act as a waiver (c) Survival of Obligations. All obligations of the right of that party to later enforce any such relating to non-use and non-disclosure of rights or to enforce any other or any subsequent Confidential Information and indemnity will survive breach. termination of this Agreement. 15. Choice of Law: Severability. This (d) Termination Without Prejudice to Other Agreement will be governed by and construed Rights and Remedies. Termination of this under the laws of the State of Florida, without Page 6 of 26 SPS License 711/2010