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HomeMy WebLinkAboutC2008-448 - 11/18/2008 - ApprovedSUNGARD°PUBLIC SECTOR SunGard Public Sector Inc. Application Service Provider Agreement Effective Date (copy from signature page): ~ ~ CUSTOMER NAME AND ADDRESS: City of Corpus Chrisfi with its principal place of business at 1201 Leopard Street Corpus Christi, TX 78401 (Customer named above is hereinafter referred to as "Customer") Tltis Application Service Provider Agreement (the "Agreement"), is made and entered into by and bedveen SunGard Public Sector Ina ("SunGard Public Sector") and Customer on the day and yeaz written fallowing [he execution hereof by SunGard Public Sector. SunGard Public Sector and Customer agree that all services to be provided by SunGard Public Sector to Customer hereunder shall be famished only under the teens and conditions of this Agreement and any "Schedule A -Order Form". The terms of this Agreement and any "Schedule A -Order Form" shall control notwithstanding any contrary provision of any purchase order used by Customer to effect the famishing of any sofhvare or services by SunGard Public Sector to Customer. Definition of Terms. As used herein: 1.1. "Application(s)" means the software system(s) to which Customer has requested access and paid therefor, listed on Schedule A -Order Form, including, but not limited [o, all computer programs and related documentation, and any modifications thereto. 1.2. "ASP Environment" means [he ASP i8eries which houses customer production applications and production data. 1.3. "ASP iSeries Standards Sheet" means an attachment to Schedule A -Order Form, which provides the most current information supplemental to this Agreement, such as hours ofopemtion and support and Customer hardware requirements. 1.4. "Licensed Program(s)" shall mean a licensed data program or set of programs, or routines and subroutines, consisting of a series of instmctions or statements in machine readable object code form and any related licensed program materials provided for use in connection with the program and which Customer has obtained a license from SunGard Public Sector under a separate agreement. Unless otherwise provided herein, the teen "Licensed Program(s)" shall refer solely to SunGard Public Sector Licensed Program(s). L5. "Conversion" means the process by which Customer data is transformed to a usable SunGard Public Sector operational format Conversion is an optional, not mandatory, service offered by SunGard Public Sector. 1.6. "Effective Date" means the date on which SunGard Public Sector execmes this Agreement. 1.7. "Host Computer Systems" means SunGard Public Sector's hardware and software, located on SunGard Public Sector's premises, which is maintained and supported by SunGard Public Sector and utilized [o provide the Access services hereunder. L8. "Implementation" means the processes by which Customer prepares Customers operating procedures and personnel for transition [o the Applications. Customer is primarily responsible for the preparation of its personnel and procedures, assisted by SunGard Public Sector as provided for herein. Implemenm[ion is a part of Start-Up Assistance. 1.9. "Schedule A -Order Form" means an attachment to this Agreement, which is a supplement to this Agreement for all purposes. Unless otherwise stated in any Schedule A -Order Form, all temts and conditions stated in this Agreement shall remain in effect. 1.10. "Start-Up Assistance" means the combination of hmplementation and Training services. 1.11. "Training" means the classes held by SunGard Public Sector [o instmc[ Customer in [he use of [he Applications. Training is a part of Start-Up Assistance. 1.12. "Unplanned Downtime" means the ASP Environment is unavailable for a period of time greater than eight (8) consecutive hours. Unplanned Downtime does no[ include downtime for planned upgrades and maintenance or issues related to [he interne[ and/or Customer's nehvork. 2. Access Services and Start-Up Assistance. SunGard Public Sector agrees to provide access [o the Applications (hereafter referred to as "Access") requested by Customer on Schedule A -Order Forth (or any supplemental or replacement Schedule A) for the number of terminals indicated so long as Customer is curent in its payment obligations hereunder. Customer agrees to pay the fees for Access ("Access Fees") as provided on Schedule A -Order Forte. Customer agrees that Customer's Access to the Applications shall be for Customer's sole use and not for any third party. 2.1. Hours of Operation. SunGard Public Sector shall publish its hours ofopemtion on the ASP iSeries Standards Sheet and shall provide Customer with written notification prior to and reduction or changes thereto. If Customer is no[ in agreement with such changes, then Customer may terminate without penalty and without costs, upon ninety (90) days written notice. 2.2. Improvements and Changes. SunGard Public Sector will install upgrades, new software releases and enhancements, eror cortections, upgrades to third party operating system software, and upgrades to hardware, as necessary, for the Hos[ Computer Systems. 2.3. 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 Schedule A -Order Form. SunGard Public Sector's most curtent infortna[ion with regard to Start-Up Assistance is published on SunGard Public Sector's ASP iSeries Standards Sheet Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living expenses incurted by or on behalf of SunGard Public Sector and its personnel in famishing 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. 2.4. Optional Conversion Services. A[ 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 fomtat acceptable to SunGard Public Sector, and on media specified by SunGard Public Sector. 3. Term of Agreement. This Agreement is effective on the Effective Dale. The initial term of this Agreement ("Initial Tenn") shall begin on [he °"""'"'° ^°" °'' "`'" ---`-~~ ~ `-- "-- _ -' ~d stated on the Schedule A -Order Form, executed on even date herewith, beginning after the date the initial 2008-448 ial Term, Services will be provided on a year-[o-yeaz basis provided Customer exercises the option and pays the 11/18/08 M2008-316 iunGard Public Sector Corpus Christi -SunGard ASP Agreement I10708.doc Page 1 of4 11/10/2008 4. Charges for Services. 4.I. Customer agrees [o pay SunGard Public Sector Access and Start-Up Fees in accordance with Schedule A -Order Form. SunGard Public Sector may adjust other fees, for which Customer has not contracted for, a[ any time. Reasonable travel and living expenses actually intoned and which have been mutually agreed to in writing by authorized representatives of both ponies in advance, shall be invoiced monthly. 4.2. Amounts payable [o SunGard Public Sector hereunder are payable in full without deduction, or set off, and are net of all sales, use or other taxes or duties. Customer shall duly and timely pay all taxes and duties, however designated, levied or based upon amounts payable to SunGard Public Sector hereunder (exclusive of United Slates Federal, state or local [axes based upon the net income of SunGard Public Sector). Customer agrees to indemnify and hold SunGard Public Sector harmless from any such [axes or duties which any federal, state or local taxing authority requires SunGard Public Sector to pay on Customers behalf. It shall be Customer's obligation aRer payment by Customer to challenge the applicability ofany tax if it so desires. 4.3. 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 chazge for analysis and design of such special configurations. 4.4. SunGard Public Sector may, after having provided Customer with [en (] 0) days advance written notice, deny Access to Customer until all required payments due to SunGard Public Sector are received. The provisions ofthis Subsection 4.4 shall not operate as a waiver of any other remedies SunGard Public Sector may have. SunGard Public Sector's Obligations. To assist Customer in accessing and using the Applications hereunder, SunGard Public Sector will: 5.1. provide all equipment, software, including changes, updates, and modifications thereto, and services necessary for operation and maintenance of SunGard Public Sector's Host Computer Systems; 5.2. provide efficient communication accessibility to the Host Computer Systems; 5.3. provide information regarding data back-up procedures, security, and other functions as reasonably requested by Customer; 5.4. operate and maintain the Applications and allow Customer access and use thereof. If third party software is included in or with the Applications, SunGard Public Sector will identify separate access or use restrictions or additional payment obligations associated therewith in Schedule A; 5.5. provide Start-Up Assistance described in Schedule A pursuant to Section 2 hereof; 5.6. offer Conversion services; 5.7. provide Application support and system support; and 5.8. publish system availability and support hours as well as host targeted response time; 5.9. provide ASP services as published in the ASP iSeries Standards Sheet. 5.10. In cases involving Unplanned Downtime, should SunGard Public Sector be unable to restore Customer's environment within the predetermined time period as stated in SunGard Public Sector's Disaster Recovery Plan, Customer shall receive a daily pro-ration For each day [ha[ SunGard Public Sector is unable to restore Customer's. Daily pro-ration will be calculated as 1/30w of the then cunent Monthly Access Fee being billed to Customer. 6. Customer's Obligations. m order to enable SunGard Public Sector to perform its obligations hereunder, and as a condition precedent to SunGard Public Sectors obligations to perforn hereunder, Customer shall: 6.1. within ten (10) days following the execution of [his Agreement, designate a primary and a secondary contact, including telephone numbers and e- mail addresses; 6.2. exercise all due diligence in the performance of its obligations hereunder in connection with [he Start-Up activities and subsequent access to and use of the Applications; 6.3. develop and implement proper audit controls, balancing procedures, operation methods and sufficient procedures to satisfy its requirements for data security, accuracy of input, and verification of output, including security access control for Customer's users of the Applications; and 6.4. adhere to hardware and communications requirements as published in the ASP iSeries Standards Sheet; 6.5. in the course of Customer's daily operations, input data, perform balancing activities, generate reports, maintain data integrity; and be responsible for ensuring the input data is accurate and meets [he standard specifications provided by SunGard Public Sector for such data; 6.6. maintain documents of original entry, source data and other backup media sufficient for file and input data re-creation in order to mitigate against the possibility of loss of input data and Customer data maintained by SunGard Public Sector; 6.7, use standard forms as required by SunGard Public Secmr; and 6.8. provide for Interne[ connectivity. 7. Representations, Warranties and Limitation of Liability. 7.1. SunGard Public Sector represents that it is the owner of all Applications used in the performance of services hereunder, or is an authorized licensee with the right [o engage in [he delivery of such services, and such software or licenses [hereto have been lawfully acquired by SunGard Public Sector. 7.2. SunGard Public Sector wanants that the Application(s) will perform in substantial compliance with its then current documentation. SunGard Public Secmr wartants [ha[ 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. 7.3. In the event an Application is found to no[ substantially wnfonn to irs then-torten[ documentation Customer shall so advise SunGard Puhlic Sector and SunGard Public Sector shall diligently pursue resolution of the discrepancy between the Application and its documentation. 7.4. IN NO EVENT SHALL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR RJCIDENTAL OR CONSEQUENTIAL DAMAGES ARISMG UNDER THIS AGREEMENT. SunGazd Public Sector will indemnify, defend and hold Customer harmless Ram and against any and all claims asserted against Customer by a third party for liability, losses and damages for death, or bodily injury, or damage to tangible physical property, to the extent proximately caused by the negligent acts or omissions of SunGard Public Sector. SunGard Public Sector's obligations under this indemnification are expressly wnditioned on the following: (i) Customer must promptly notify SunGard Public Secmr of any such claim; (ii) Customer must in writing gran[ SunGard Public Sector sale control of the defense of any such claim and of all negotiations for its settlement or compromise (if Customer chooses to or is required by law to represent its awn interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); and (iii) Customer must cooperate with SunGard Public Sector [o facilitate the settlement or defense of the claim. 7.5. THE PROVISIONS HEREOF ARE IN L~U OF ALL WARRANTIES, EXPRESS OR IMPLIED AND WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE. THE REMEDIES HEREM CONTARJED ARE EXCLUSNE AND CUSTOMER WANES ALL OTHER REMEDIES. SunGard Public Sector ASP Agreement Corpus Christi -SunGard ASP Agreement 110708.doc Rev. 1.01.08 Page 2 of 4 11/10/2008 Confidenfiality of Customer's Information. ' 8. L SunGard Public Secmr acknowledges that Customer regards as confidential and as a proprietary asset any information or materials [hat come to the attention of SunGard Public Sector by reason of (a) [he presence of SunGard Public Sector's agents, employees, or representatives at Customer's site, or (b) SunGard Public Sector famishing services to Customer in connection with this Agreement (such information, materials, and records collectively being referted [o as "Customer's Confidential or Proprietary Information"). 8.2. SunGard Public Sector agrees to safeguard Customer's Confidential or Proprietary Information by holding it in strict confidence, disclosing it only to those employees, agents or contractors who have a need to know in order to provide Access as agreed upon. In the event that a subpoena or other legal process that in any way concerns Customer's Confidential and Proprietary Information is served upon SunGard Public Secmr, then SunGard Public Sector agrees [o notify Customer in [he most expeditions fashion possible following receipt of such subpoena or other legal process, and SunGard Public Sector will reasonably cooperate with Customer, as requested by Customer, [o contest [he legal validity of such subpoena or other legal process (provided that Customer agrees to pay any expense SunGard Public Sector incurs in so doing). 8.3. SunGard Public Sector agrees to take all reasonable steps to prevent the disclosure, publication or dissemination of Customer's Confidential or Proprietary Information [o any other person or entity, except where and to the extent specifically required bylaw. 8.4. The provisions of this Section shall survive termination of this Agreement. 9. Security of Customer's Data; Access to SunGard Public Sector's Facility. SunGard Public Sector will provide data security procedures which will include backup of all magnetically stored data kept or processed for Customer using the Applications, in a reasonable manner determined by SunGard Public Sector in keeping with generally accepted industry practices. Upon reasonable notice and during regular business hours, Customer may request admission to SunGard Public Sector's facility. SunGard Public Sector will no[ unreasonably refuse such access. Any non-SunGard Public Sector personnel who are granted access to SunGard Public Sector's facility shall comply with the physical security procedures instituted by SunGard Public Sector. ]0. Credit Toward In-house Licensing. As used in this Paragraph 1Q "In-house Licensing" means procuring through SunGard Public Sector's standard license agreement, the right far Customer to ran a copy of the Applications that are osmed by SunGard Public Sector far Customer's use only, on hardware otmed or leased by Customer a[ a facility which is owned or controlled by Customer. tu the even[ Customer desires [o ran [he Applications osmed by SunGard Public Sector in-house (and has not previously procured a license for such in-house use), SunGard Public Sector will discount Customer's in-house licensing fees for the Applications owned by SunGard Public Sector by an amount equal to one percent (1 %) of the licensing fees for each month Customer uses Access services, up to a maximum discount of sixty percent (60%). N order [o qualify for said credit, Customer must not be in breach hereof, must have provided tertnina[ion notice pursuant to the terms of this Agreement, must enter into SunGard Public Sector's standard license agreement, and must have paid all fees required to be paid to SunGard Public Secror. Maintenance and support services for the Applications that are owned by SunGard Public Sector will be available to Customer (and are recommended by SunGazd Public Sector) under the terms of SunGard Public Sector's standard maintenance agreement. In the event SunGard Public Sector terminates this Agreement pursuant to Section 17.2 hereof, SunGard Public Secmr shall provide the Applications owned by SunGard Public Sector [o Customer for In-house Licensing at no additional charge for license fees, provided however that Customer enters into SunGard Public Sector's standard license agreement; Customer pays any fees required to be paid to SunGard Public Sector under this Agreement; and Customer is not in breach of this Agreement. 11. Existing Products. For products listed as "Existing Products (Curtently Licensed)" (Licensed Programs) of which Customer has licensed under a previous agreement and which are included under any supplemental Schedule A-Order Forms to this Agreement, Customer shall retain the right to ran a copy of the Licensed Program(s) on hardware owned or leased by Customer a[ a facility which is ormed or controlled by Customer. Customer acknowledges [ha[ should [hey ran a copy of the Licensed Program(s), maintenance services for said Licensed Program(s) will not be provided under this Agreement. Should Customer desire to receive maintenance services they will be required to enter into a separate software maintenance agreement with SunGard Public Sector. 12. Contingency Planning. The parties' responsibilities with respect to contingency planning will be as follows: 12.1. SunGard Public Sector will develop, maintain and, as necessary in the event of a disaster, execute a disaster recovery plan (the "SunGard Public Sector Plan") for SunGard Public Sector's hardware and Applications. 12.2. SunGard Public Sector will provide to Customer such information as may be reasonably required for Customer to assure that Customer's disaster recovery plan is compatible with the SunGard Public Sector Plan. 12.3. Each party will be responsible for the [raining of its mm personnel as required in connection with all applicable contingency planning activities. 13. Record Retenfion. It is Customer's sole responsibility to ensure that its records and data meet its retention requirements. SunGard Public Sector will provide, as a standard, record retention far a period of seven (7) years. If Customer requests, SunGard Public Sector will provide longer rewrd retention to Customer at SunGard Public Sector's then-curtent fees for such service. Upon termination of this Agreement SunGard Public Sector shall return Customer's archived data to Customer and SunGard Public Sector shall have no further responsibility to retain Customer's data. 14. Customer Insurance Responsibility. If Customer desires to obtain insurance protection against any losses incurted due to loss of input data during fransmission or delivery or from ertors resulting from defects in, or maltunctions of, the mechanical or electronic equipment used by Customer, Customer may do so at Customers expense and SunGard Public Sector agrees to cooperate with Customer in obtaining such insurance. 15. SunGard Public Sector Insurance Responsibility. SunGard Public Sector shall comply with the insurance requirements listed in the attached 16. Intellectual Property. 16.1. All computer programs, including [he Applications, related documentation, written procedures, copies of transcripts, and similar items are proprietary to and shall be considered frade secrets and confidential information of SunGard Public Sector or SunGard Public Sector's vendors. Customer agrees Iha[ it will no[ disclose to any third party at any time (either during or aRer [ertnination of this Agreement) any trade secrets or any other secrets or confidential information teamed by Customer in connection with this Agreement All documentation shall be returned to SunGard Public Sector upon termination of this Agreement All original input data items remain the property of Customer and will be returned pursuant to Customer's instmctions, so long as Customer is no[ in breach of this Agreement Customer shall retain or destroy all original input documentation and other documentation in accordance with its own procedures. 16.2. The provisions ofthis Section shall survive termination of this Agreement. SunGard Public Sector ASP Agreement Corpus Christi -SunGard ASP Agreement 110708.doc Rev. 1.01.08 Page 3 of 4 11/10/2008 17. Termination. 17.1. Further Customer may terminate this Agreement for cause in the even[ that SunGard Public Sector materially or repeatedly defaults in [he perfomtance of any of its duties and obligations under this Agreement, subject to the following: (i) Customer shall provide written notice to SunGard Public Sector of it's intent to terminate this Agreement, specifying in detail the cause for the default (hereinafter a "Material Default Notice"); (ii) upon receipt of a Material Default Notice, SunGard Public Sector shall promptly commence curing the specified default (or demonstrate that the default did no[ occur), provided that the period of time [o cure [he default ([he "Cure Period") shall no[ exceed ninety (90) calendar days, if the cause cannot reasonably be cured within the aforesaid Cure Period, the parties may extend the cure period by mutually agreeing upon a reasonable plan and program for curing the cause); (iii) if the cause is no[ cured within the prescribed or agreed upon Cure Period, Customer party may [hen immediately terminate this Agreement by providing a written notice to the other, stating the cause for termination, and such notice shall not require a cure period. 17.2. Customer will additionally have the right to terminate this Agreement For convenience, by providing SunGard Public Sector with written notice of such termination for convenience at least ninety (90) days prior to the effective date of such termination for convenience. Provided as a strict condition of such right of termination far convenience, Customer must first remit to SunGard Public Sector payment in full of all fees for services rendered by SunGard Public Sector. 17.3. If after any termination or expiration of this Agreement Customer converts to a different vendor's applications, SunGard Public Sector will provide, upon payment of SunGard Public Sector's then-cutest standard deconversion fee, reasonable assistance and documentation for such deconversion in order to assist Customer in removing its information and placing said infomtation in SunGard Public Sector's standard format for input to the other vendor's applications. In the event Customer requests anon-standard deconversion, SunGard Public Sector shall be entitled to receive compensation for consultation, software and documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing rate then charged by SunGard Public Sector for such services. 18. Choice of Law/Dispute Resolution. Tlris Agreement shall be governed by laws of the Slate of Texas. Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith, to settle any dispute amicably behveen them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other. Each party hereto agrees to submit to the personaljurisdiction and venue of the state and/or federal coots in or for Nueces County, Texas for resolution of all disputes in connection with this Agreement. Iq. Notices. Any notice, request, demand, or other communication required or permitted hereunder will be given in writing, communication charges prepaid, to the party to be notified. All communications will be deemed given when received. The addresses far the parties for the purposes of such communication are: If to Customer: To the address shown on Page 1 of this Agreement. ~Xj 1~ If to SunGard Public Sector: ~oo"'~~"' AUTHORIZED SunGard Public Sector Inc. bCCp// 1000 Business Center Drive ~ t':~dRl'll. ••~~ ^~ Lake Mary, Florida 32746 u C ATTENTION: Contracts/1-egal Counsel „~.,..~.....,.....«« .................. SECRETARY ~h A party may change its address only upon written notice to the other party in which case this Agreement will be deemed to have been so modified. 20. Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises out of causes beyond its reasonable control. Stich causes may include, but are not limited to, acts of Gad, acts of the public enemy, acts of government in either its sovereign or wntracmal capacity, acts of the party whose performance is not sought to be excused, fires, flood, weather, epidemics, quarantine resttictions, strikes, Heigh[ embargoes, failure of [mnsmission or power supply, mechanical difficulties with equipment which could no[ have been reasonably forecasted or provided for, or other causes beyond its sole control. The party so affected will resume performance as soon as practicable after the force majeure event terminates. 21. Assignment. Neither party may assign this Agreement or any related Schedule A -Order Form, or any of its rights and obligations under this Agreement or any related Schedule A -Order Fore, without prior written consent of the other party. However, the following will no[ be wnsidered "assignment" for purposes of this Agreement SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its assets. 22. Contractual Documents. This Agreement, along with its Schedule A -Order Forts, [he ASP iSeries Standards Sheet, and any supplements or modifications thereto, contains the complete agreement behveen the parties with respect to the subject maser hereof. No additional representations, agreements or modifications or amendments to this Agreement hereafter made by a party shall be binding upon either party unless in writing and signed by Customer and accepted in writing by an authorized officer of SunGard Public Sector at its offices in Lake Mary, Florida. CITY OF CORPUS CHRISTI, TX SUNGARD PUBLIC SECTOR INC. Authorized Signature RonaP~'IG. t~doodroW / ExeC.VP, SunGard Public Sector Inc ,4-~,o(e~~ ~' aba.~r. CI~N /I.Ityta~2r ~`~ Print Name & Title Print Name & Title ~flV~WL~V` IC~ ~~~ November 10, 2008 Dale Dale ~iy7esr: SunGard Publ' ent ~!~ / T Corpus Christi - SunGard ASP Agreement 110708.doc Rev. 1.01.08 GL S~ o ("/-~ -~• i i /l~ ~ Page4of~~ _ _ 11/I0/2008 EXHIBIT A INSURANCE REQUIREMENTS FOR ASP SUNGARD PUBLIC SECTOR'S LIABILITY INSURANCE A. SunGard Public Sector must not commence work underthis agreement until SunGard Public Sector has obtained all insurance required herein and such insurance has been approved by Customer. SunGard Public Sector must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. SunGard Public Sector must furnish to the Customer's Risk Manager 2 copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the Customer's Risk Manager. The City of Corpus Christi must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Insurer shall endeavor to provide 30-Day Bodily Injury and Property Damage written notice of cancellation, non-renewal, Per Occurrence /Aggregate material change or termination required on all certificates Commercial General Liability including: 1. Commercial Broad Form $1,000,000 Combined Single Limit 2. Premises -Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Independent Contractors 6. Personallnjury Automobile Liability owned, non-owned or (when contractor employee(s) onsite) rented $1,000,000 Combined Single Limit Computer Software Professional Liability $1,000,000 Combined Single Limit Coverage provided must cover officers, directors, employees and agents to include: 1. Errors and Omissions (When contractor employee(s) onsite) Workers' Compensation Which complies with the Texas Workers' Compensation Act and Paragraph II of this exhibit Employers' Liability $500,000/ $500,000/ $500,000 C. In the event of accidents of any kind, Contractor must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 2008 SunGard Public Sector ASP ins. req. II. ADDITIONAL REQUIREMENTS A. SunGard Public Sector must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the liability coverage, except for the Workers' Compensation coverage and a blanket waiver of subrogation on all applicable policies. • If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". In lieu of modifications of the ACORD form, separate policy endorsements addressing the same substantive requirements are mandatory. The name of the project must be listed under "Description of Operations". At a minimum, Insurer shall endeavor to provide a 30-day written notice of material change, non-renewal, termination or cancellation is required. • If the Certificate of Insurance on its face does not show the existence of the coverage required by items 1.B (1)-(6), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B. (1)-(6) are included or excluded. 2008 SunGard Public Sector ASP ins. req SUNGARD PUBLIC SECTOR INC. ASP DISASTER RECOVERY PLAN In accordance with Section 12 of the SunGard Public Sector Inc. (SunGard Public Sector) Application Service Provider Agreement between SunGard Public Sector and Customer, each party shall ensure the following minimum requirements are established and made part of their internal Disaster Recovery Plan. Contingency Planning If a disaster occurs at a client site: The customer experiences a disaster which forces the closure of their primary office building(s), connectivity to the ASP environment can be derived at another office building, library, school, home, etc. Anywhere that allows for high speed Internet access will be suitable for accessing the ASP NaviLine environment for emergency related activities. Green screen access will be available on PC's that have the proper version of Client Access loaded. As a city develops their internal DR plan, certain aspects of the ASP environment need to be taken into account to ensure connectivity during adisaster- emergency printing for checks and bills, firewall settings on PCs that will be utilized during a disaster, ORep reporting tool availability, PC minimum requirements, etc. The city's disaster recovery communication plan should include SunGard Public Sector. If a disaster occurs at SunGard Public Sector in Lake Mary: If preplanning is possible (in the case of a hurricane), the ASP technical team will conduct a full system back-up and ship the tapes offsite. This process may require customers to be off the system during planned downtime. If preplanning is NOT possible, the ASP team will use the most recent back-up prior to the disaster and restore the system with this data. If SunGard Public Sector declares a disaster, the ASP environment will be recovered within the 24 - 48 hours of declaration of the disaster at a SunGard Public Sector recovery center. Customers will be notified by the ASP staff of the new IP addresses to be used during the recovery period.