HomeMy WebLinkAboutC2008-135 - 4/9/2008 - NA y
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EINI~ARD PUBLIC ~EI~TOR IlYIa. MASTER SERVICES AI~REEIVIENT
T~1S SUNWARD PUBLII~ SECTOR XNC,11~A5'x'~R ERC~ AREEIV~~'T the '"Agreement'"}, ~ rnada and
entered into by and between UNIiARU PUBLIC SECTOR INC. ~"SunGard Public hector"~, a Florida Corporation, with i~
principal place of business at.1 aa0 Dus~ness Center Drive, Lake 1Vtaty, Fiarida 3~74G;
and
City of Corpus Christi
~CUStO~x~~
wig its principal place ofbusiness at
I~01 Leopard Street
Corpus Christi, T ~84a1
SunCrard Public Sector and Customer agree that when this ,Agreement is signed 6y bath parties, ali terms and conditions
caz~tained in this Agreement will apply to any services} offered under this Agreement.
AGREEN~ENT:
The panes contemplate that Customer will from tip to time desire to engage SunOard Public Sector to provide certain
services to L~,~tomer, Yncluding but not limited to coprster progratnrnua~g, cos~dng, training or other pzofessaonal scsviccs tali
Qfwhr`ch are referred to as "SesviceS" throughout this Agreement}.
Fach time Gtonaer desires tv engage Sunard Public Sector to provide Services to C'~storner, panes will enter into
a mutually agreeable Schedule A - Order Form. Each Schedule A -Order Farm will at aminin~um: ~i) describe the specific
Services that SunCxard Public Sector is to provide to stonier under that "Schedule ~ -Order Form", iii} set forth the lees that
G~istomer agrees to pay far thane Services and the manner in which Customer agrees to pay those fees, ~iii~ set forth the time
frame for performance of thane Services, end Div} incorporate by reference terra and conditions of this Agreement. The
terms of this Agreement and any "Schedule A. -Order Farm" shall control notwithstanding airy contrary provision of any
purchase order used by G~stomer to effect the f~tnishing of any software or services by SunGard Public Sector to Customer.
'T`his Agreement shall be valid and binding even if there is no Sohedule A -Order Form attached, but no woxl~ shall be
r~quued from SunCard Public Sector until an Schedule A, -Order Fozm is executed by the pasties, attached hereto, and any
required fees are paid. .
TERIVIS ANB COIYO~TZONt
1, C~IEDULE ~ ORDER k'I~RN.I, Mach and every Schedule A -Order Farm will be and become a part of this
Agreement. If the t~ of any Schedule A ~ Order Faun are in con#lict with this Agreement, the pares agree that the tezrns
specified in the Schedule A - Order Fonm shall prevail.
CRANE IN SC~IPE OF SER~C~. Each Scbedute A -Order Form shall describe the scope of any Services
Sunard Public Sector agrees to provide under that Schedule A - Order Fosna. In the ev~n~ whether requested by Customer or
discovered by SunGard Pubic Sector in the course of pzaviding Services pursuant tv any Schedule A -Order Form, the scope of
the work required to perforrrr those Services ~ required to be changed, then SunC~ard Pubic Sector will ps~avide to Custot~r a
written description of the nature ofthe change and a change in unCard Public Sector's fees} as a result of change in the scope
of work, if any Custasner will have up to ten ~l0} days to review SunCrard Prrb~ic Sector's written proposal regarding the change
in the scope of ~vark. If G~stamer accept SunOard Public Sector's proposal, the parties mill meter into a revised Schedule A -
Order Foirrl r~e#lecting the changed scope of work prior to SuaGard Public Sector bei;q required to perform the changed scope of
work. If Customer rejects or fails to approve SusaOard Public Sector's proposal, then SunCxard Public Scctar shall only be
required to perform those Ser~rices within the scapc of work asset forth in the original statement of work contaisied in the subject
Schedule A -Order Form.
3. TP~~ ~'he initial term of Agreement is e#fcctive on #hc date the Agreement is fully executed by both parties ffectivc
~a~Pl Thy term of ~~rr~~mat~t ~i`~'erIT1"} Shall begin an the EffeCtiVe Date arld Shall CD]~tinlUe fOr a period Of re1Ve ~1~~ .
~~~~-1~5 ~Y Adrr~inistratiorz Fee is due under that certain Schedule A --Order Farm e~ecnted on even
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date herewith. ,fit the end of the initial tc~ Services will beprovided on ayear-ta-year basis provided the L~stamer exercises
the option and pays the then current 1Vlonthly Adnzinitra~an Fee,
4. OF ERC~. Serviices sha11 be perfazd at the locatian~s] rrartu~lly agreed upon in each Schedule A -order
Farm. If Services are perfotrned at astazrxez's place afbusiness, stonier agree to provide tv Sunrard Public Sector's statl~, at
no charge, computer tune an G~atocr' computer cif' required}, af~ce space and facilities cvrnrnensurate with that which
L~stamer provides to G~stamer's own staff:
PA'IEIYT ~"OR SER'~IOES,
l stox agrees to pay to Sun~xard Public Sector the sums set fnzth ineach Schedule A - Order Fazm, at the times set
Earth in that Schedule A - Order Form. ifan Schedule A - Order Farm does not specify payment tern, G~stamer
agrees to pay SunGard Public Secto~~ far the Services as they arc rendered. SunCard Public Sector will submit to
L~istomer, an a naanthly basis, Sunoard Pnblic Sector's invoice for the Services rendered during the previous month,
5.~ G~stomcr agrees to pay all reasonable gravel and living or other actual expenses incurred by SunCazd Public Sector in
the provision of Services under any Schedule A - Order Farm SunGard Public Sector w~l submit to stome~r, an a
monthly basis, SunCard Public Sector's invoice for such expenses a they are incurred. .
5.3 Invoices arc payable within thirty ~~4} days Rana the date of the invoice. Invoices zaat paid within thirty {3U~ days
from date ofinvoice shall be considered delinquent and shall accrue late charges on the delinquent and unpaid
balance at the lesser of: {a} one and one-half percent {1 %Z °Io} of the unpaid balance per mazsth, or fib} the highest rate
allowed by law.
~.4 Any taxes resulting front this Agreement, including but not limited to sales andJar use tax, will be the responsibility
of stoer, Sun~xard Public Sector will accept an exernptian certificate from ~stamer in lieu of taxes zf
istozner qualifies far excrnpt status. Such exemption certificate will need to be provided to tuzC~ard Public
Sector upon contract execution,
5.~ The parties agree that it shall cons~tute a mate~al default under this Agreement if Cbstomer faits to timely make the
payments due to Sunoard Public Sector under any Schedule -Order Form,
6. VVA.RRAN'TY, SunOard Public Sector warrants than in SunCard l'uublic Sector's provision of Services hereunder,
SunCard Public Sector will use ernployccs, agents or contractors who are adequately trained and who possess the requisite sl~lls
and pInfessional 1'rnawledge to perform the Seices, l~'~ess otherwise agreed in wXitir, #his wazranty will tczx>a~ in effect far
ninety {90} days fallowing the performance of Services hereunder {the "warranty Period."}-
7. ~3~S~LAR ~ UT'~ER ~ S, T FPSS S 1~T FO~T~i ADO TAIL ~
P1,AOE OF ADD S[]PERSED~ AIL O~ ~ E~PS OR Il1~PLIEI~ ANA wHET~ER OF
II~E1A~1T"AFl~L>;T'Y, FITNESS OR OTHERwISI~. APT AS EPRE,SSI:,~ STATF~] I~EREIN, CUSTO1~'S
~EDIES P1~O~IDFD FOIE T~RF1N ARE F~~71"~. _
S. ~~`~TION ~~IT~, In na event wild SunGaxd Public Sector be liable for any special, incidental, indirect
ar consequential damages arising out of this Agreement ar any Schedule A - Order Form or by ~stamer's use of any Services or
software product provided by SuuOard Public Sector under or in connec~on~ with this Agement or any Schedule A ~ Drder
Form. G~Stonzer's exclusive remedies with respect to the Service{s~ provided. under a specific Schedule A « Order Forna shall be
SunGard Public Sector's obligation during the 'W'arranty Period to correct any errors far any Service{s}, vx to otherwise arnake
reasonable effort to effect a solu~an to any problem caused by such Service{s}. If uuard Public Sector is unable to solve such
problem ar to cart suc#z soflvvare a#ler a r~asarrable at~ernpt #a do sa, then G~stamer's exclusive remedy shall be a return of
Weenies paid hereunder which shall rcasanably reimburse ~stamcr for the solution of the problem by a third party, but shall not
a~ any event exceed, in the aggregate, the earn or sums G~stamer has paid to SunOard l?ublic Sector far the Service~s~ provided
by SutrOard Public Sector pursuant to the Schedule A - Order Form franc which the alleged damages arose,
9. ~'~STOiVR~S COI~TD~>!I'T ZNFFt~R1~+IATfU~
l Sun~ard Public Sector aelmowledges that Customer mny regard as canfiidenrtial and as a proprietary asset any
inforrnatian andlor materials that come to SunGard Public Sector's attention by reason of {a} the presence of S~nGard
Public Sector representatives including employees, agents, or contractors), at G~stomer's site, andlar {b} Sunrard
Public Sector furnislaiiaag Services to Oustamer {such mfarmatian, xna#erials, and recar~ds collec~vely being referred to
as ".stamen's onfidential or Pxapxiet~ Infotmation~"}.
9,~ SunGard Public Sector agrees to safeguard starner's orrdentia; ar Proprietary Inforrnatian by holding it in strict
canftdenee, disclosing it to only those ernplayees} agents ar contractors who have a need to lmow in order to perform
Sezvices agreed upan in an Schedule A - Order Fom~, In the event that a subpoena or other legal process that ~ any
way cancems L~stvtne~'s onfiden~al and Proprietary Ynfarmation is serr+ed upan Sunard public Sector, then.
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4 SunG~trd Public Sector agrees to notify Customer in the mast expeditious fashion passible fallowing receipt of such
subpoena or other legal process and to reasonably cooperate with G~stamer to contest the xegal validity of such
subpoena or other legal process ~pravided that G~stotner agrees to pay any expense SunCxard Public Sector incur in so
doing},
Sunard Public Sector agrees #o take all reasonable steps to prevent the disclosure, publication ar dissemination of
t~stomer's onf~derztial ar Proprietary Inf`ormatian tv auy other person, entity, or gaveromen~al agency except where _
and to the extent specifically required by law.
9,4 The pzovisians vfthis Section ~ will survive termination of this Agreemen# yr any Schedule A ~ Order Porrn,
10. SYJN~A PUBIC EOT~~~S O(~NFIDEN~'IAL IlO~ATI~I~,
1~.1 G~storner aclmawlcdges and agrees that ah dacumenta~an, training progz-ams and materials, computer programs and
other materials created andlax furnished by Sunrd Public Sector to G~storner in conjunc~on with Services provided
under this ,Agreement ~includiarg all Schedule A, - ~rdex Forxa6s} constitute canfidsntlal, proprietary property and fade
secrets of SunCard Public Sector, SunGard Public Sector's paren#, affiliates, oar vendors such information, and
materials collectively being referred to as ("Sun~ard Public Sector's Canfrderr#ial ar Proprietary Information"} and
constitute a valuable asset of unOard Public Sectox. To the extent permitted under Texas Public Information Act,
Texas Caverent Cade, Chapter X52, Custanrer agree to bald all of Sunard Public Sector's Confidential ar
Proprietary Inforn~atYnn in strictest confidence and to limit access to SunGard Public Sector's Confidential or
Propzxetaiy haforrnatian to only those of L~rstomer's employees hand independent contractar[s~ when SunOard Public
Sector prior written permissioxa to permit access by an independent cantrac#ar~s~ has been obtained} who need access
to SuriGard Public Sector's Canfiden~tial or Proprietary hiforrr~tian in order for Customer to receive the benefit ofthe
Services provided hereunder.
1~.~ SunCard Public Sector {or SunGa~rd Public Sector's parent, affiliates or vendors as the case maybe} shall retain all
riglrt, title and interest in and to SunOard Public Sector's Confiidential ar Proprietary I.nfora~ian, including but not
lirrrited to all anteliectual property rights, copyrights, trade secrets and patents. SunCard Public Sector agrees to grant
to Customer a non-exclusrvc, non- transferable license to use SurrCard Public Sectors Confidential ar Prop~etaty
Information only far purposes of the Services to be provided in accordance with any Schedule A - Order Pomr.
1~.3 The provisions ofthis Section 10 will survive tetminatxon of this Agreement ar any Schedule A - order Form,
1 l . ASS~GNl1NT, Neither patty may assign this Agreement or any rolated Schedule A -Order Form, or any of its rights
and obligations under this Agen~ent or any related Schedule A w der Fomr, without prior w7ritten consent of the other party.
however, the fallowing wilt not be considered "assignment" for purposes of this Agreement: SunGard Public Sector's
assignrn~at of this Agreement ar of aay unard Public Sector rights under this Aunt to SunCard Public Sector's succsar
by merger nr cansalidatian ar to any person or entity that acquires all ar substan~ally all afits assets.
12, ~~~'EFITS A PARTS T~ BE B~~JI~[D, Subject to all of the terms and conditions hereof, this Agreement and
any Schedule A -Order Form inures to the benefit of and is binding upon the parties hereto and their successors and assigr?,~.
13. OV~RN~ LAw, The parties agree that this Agreement and all Schedule A - order For~'nS shall be gov~ned by
and cons~ued in accordance with all applicable federal laws and regulations, and in the absence of con~alling federal law, then
the laws of the State of Texas shall govern the validity, enfarcen~ent, and interpretation of this Agreement arrd all Schedule A. -
Oxder Forrr~s,
1 S~IiABfL~'Y. The invalidity oz~ unenforceability of any particular provision or condition of this Agreement ar any
Schedule A -Order Form sha11 not affect the Other provisions hereof, and this Agr~eernent and all Schedule A - Order Fom~s shall
be construed in all respects as if such invalid ar unenforceable provision had been orr>ltted,
15. HEA~]INGS~ The headings of the several divisions of this Agreement and any Schedule A -Order Forms are far
convenience only and shall not be construed to be a part afthis Agreement or any Schedule A - Order Form, .
1b. NOT~C~, Any nn~ee, rues, demand, or other communicat[an required or permitted under this Agrcenieut wilt be
given in writing, with all communication charges prepaid, to the party being notified, All cormxuXnicatons will be deemed given
only upon receipt, The addresses for the parties for the purposes of all cammunicataions ate: If to G~stamer, to the address listed
on page one, Attention; Signatory Title, Ifto SunCiard Public Sectox, Sunrard Public Sector Inc.,14Di1 Business Center Drive,
rlalce IVlary? Florida 3~74~, A~ttent3ion; Cenerat Counsel. A party may clucage its address ordy by notifyir the other party in
writing, in which case this Agreement v~ilt be deemed to have been rnad~cd for that purpose,
1 events of Del'au~t. A.er using reasonable efforts to avoid the event, neither party hereto wi116e in default by reason of
any failuze in performance of this Agreement or any Schedule A -Order Form in accordance with its terms if such failure arses
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out of causes beyond the defaulting part's reasonable eontral, As soon as such event preventung perfornce of any party is
terminated, theIl that ~ Sha~~ promptly resurYle 1#~ perfom~ance.
~ 8. Entire A.g~reement; This Agreetent and any Supplements} andlor Amendments to this Agreement constitute the
entire Agreement between the parties, and there are no representations, conditions, warranties, or collateral agreements,
e~cpressed ar implied, statutory or otherwise, with respect to this Agreement over than as contained herein, and this
Agreement shall supersede all previous comYnunications, representations ar agreements, either written or oxal, between the
pa~ies to this Agreement, `t'his Agreement may not be modified, omitted or changed in any way except by written agreement
signed by persons authorized to sign agreements on behalf of the stonier and of unG~rd Public Sector_ Preprinted
conditions and all other terns not included in this Agreement, and any ~chedu~e{s} ar Supplements} to this Agreement, on
y put~chase order or other document submitted herea.~er by G~stomer arc of no force az cect and the terms and conditions
o#'the SunGard Public Sector Agreements shall control unless expressly accepted by SutiC~at'd Public Sector in writing to the
tvrrrer.
ITS D~tPS CTI, T~ SUN~A PIJB S~T~R INI~,
Authorised Sig~at~re ~~!'`+~rp~y'
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VP, SunCd ~ub1~~ ~ `
Tint Name & Tine Print Name Title
March 7 20Q8
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