11-2272 Sungard Public Sector, Inc. Agreement

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SunGard Public Sector warrants that in the provision of services hereunder, SunGard Public Sector will use employees, agents or contractors who are adequately trained and who possess the requisite skills and professional knowledge to provide assistance in utilizing the Applications. In the event an Application is found to not substantially conform to its then - current documentation, Customer shall so advise SunGard Public Sector and SunGard Public Sector shall diligently pursue resolution of the discrepancy between the Application and its documentation. Access Services and Start -Up Assistance. SunGard Public Sector agrees to provide access to the Applications (hereafter referred to as "Access ") requested by Customer on Appendix A Schedule A - Order Form (or any supplemental or replacement Schedule A -Order Form(s)) for the number of terminals indicated so long as Customer is current in its payment obligations hereunder. Customer agrees to pay the fees for Access ( "Access Fees ") as provided on Schedule A - Order Form. Customer agrees that Customer's Access to the Applications shall be for Customer's sole use and not for any third.party. (a) Hours of Operation. SunGard Public Sector shall publish its hours of operation in Appendix B and shall keep Customer apprised of any changes thereto. (b) Improvements and Changes. SunGard Public Sector will install upgrades, new software releases and enhancements, error corrections, upgrades to third party operating system software, and upgrades to hardware, as necessary, for the Host Computer Systems. (c) Start -Up Assistance. SunGard Public Sector will provide Start -Up Assistance to Customer and Customer agrees to pay to SunGard Public Sector the Start -Up Fees as provided on Appendix A Schedule A - Order Form. SunGard Public Sector's most current information with regard to Start -Up Assistance is published on Appendix B Standards Sheet. Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living expenses incurred by or on behalf of SunGard Public Sector and its personnel in furnishing the Start -Up Assistance. Any such travel and living expenses shall be billed by SunGard Public Sector to Customer on a monthly basis and governed by the SunGard Public Sector Travel Policy. (d) Optional Conversion Services. At Customer's option, SunGard Public Sector will provide Conversion services. If Customer elects Conversion services, Customer shall provide data to SunGard Public Sector in a compatible format acceptable to SunGard Public Sector, and on media specified by SunGard Public Sector, 4. Fees, Payment and Taxes. (a) Payment. (i) Application Services Fees. During the Application Services Term, Customer will pay SunGard Public Sector the Application Services fees specified in Appendix A, or as otherwise provided for in Appendix A. No more frequently than once per year, SunGard Public Sector shall have the right to adjust the Monthly Access Fees. For the Term of this Agreement only, any increase in monthly Application Services fees shall be limited to no more than 5% compared to the preceding year's fees. Time is of the essence with regard to Customer's payment obligations pursuant to this Agreement. (ii) Travel and Living Expenses. Except as otherwise provided in Appendix A, Customer will reimburse SunGard Public Sector for actual and reasonable, out -of- pocket travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Such travel and living expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the application services, the Software, and any other services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (c) Customer shall pay for any data communications telephone services. If Customer requires special telephone line configurations due to unique equipment or data requirements, SunGard Public Sector reserves the right to charge for analysis and design of such special configurations. SunGard Public Sector ASP Agreement City of Casselberry, FL CASS - 110617 -1 ASP OneSolution Rev. 1.01.10 Page 3 of 13