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Home My WebLink AboutC2009-160 - 3/24/2009 - NASUNGARD° PUBLIC SECTOR Agreement No.: CORD-080749-2 Supplement to the SunGard Public Sector Inc. Application Service Provider Agreement Agreement for Limited Release BETA Applications This Agreement for Limited Release BETA Applications (Supplement) is entered into under the terms and conditions of the SunGard Public Sector Inc. Application Service Provider Agreement date November 18, 2008 (Agreement), between SunGard Public Sector Inc. (SunGard Public Sector) and City of Corpus Christi, TX (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. Whereas, SunGard Public Sector and Customer entered into that certain SunGard Public Sector ASP Agreement dated November 18, 2008 (Agreement); and Whereas, SunGard Public Sector and Customer desire to modify the Agreement with the attachment of this Supplement and this Supplement; and Whereas, SunGard Public Sector has a beta version ASP Implementation for its ePlanReview BP Interface - EU (ASP Beta Program(s)) in an ASP environment which is deployable for beneficial use under a controlled environment with close overview from SunGard Public Sector during the beta test period; and Whereas, SunGard Public Sector wishes to promote in a timely manner such ASP Beta Program(s) to a general availability status and SunGard Public Sector considers the beta version ASP Implementation for certain ASP Beta Program(s) site deployment beneficial to the attainment of general availability; and Whereas, SunGard Public Sector wishes to deliver for deployment the ASP Beta Program(s) prior to general availability for the purpose of identifying and correcting any latent defects which may arise from a full customer implementation and use; and Whereas, Customer wishes to cooperate and assist SunGard Public Sector in deploying ASP Beta Program(s) for the purpose of achieving live productive beneficial use and thereby attain general availability of the ASP ePlanReview BP Interface - EU application ahead of the greater SunGard Public Sector ASP customer base; and Whereas, Once the ASP Beta Program has been deemed Accepted by Customer, Customer agrees to become a reference site for the ASP Beta Program herein and be available for site visits by SunGard Public Sector and prospective customers from time to time at a mutually agreeable date and time; and Now, therefore, in consideration of the mutual obligation, promises and covenants set forth in the Supplement and in this Supplement, the parties hereto agree as follows: I. Covenants of SunGard Public Sector 1.1. SunGard Public Sector grants the Customer, and Customer accepts non-exclusive, and non-transferable use of the ASP Beta Program. For purposes of this Supplement ASP Beta Program shall refer to the ePlanReview BP Interface - EU Application listed in the Supplement. 1.2. SunGard Public Sector agrees to provide training, installation and development resources for the ASP Beta Program are reasonably required in good faith to successfully deploy and make the ASP Beta Program operational. 1.3. SunGard Public Sector agrees to provide resources to identify, locate and through commercially reasonable efforts, to resolve reported defects in a manner consistent with attaining general availability status of the ASP .. 2009-160 dic Sector will determine the defects to correct and in what sequence the correction 03/24/09 ;rity and general market value of the function/feature affected by the defect. SunGard Public Sector l CORP-080749-2 Beta Supplement-revision.doc 3/198009 1.4. SunGard Public Sector is under no obligation to make any changes or modifications to the ASP Beta Program suggested by Customer. SunGard Public Sector reserves the right, with or without prior notice, to discontinue work on the ASP Beta Program or to revise the ASP Beta Program so it provides different features and functions or features and functions in different combinations. 1.5. SunGard Public Sector will provide Customer with afeature/function specification of the ASP Beta Program for Customer Review and Acceptance. This specification may be modified based on mutual agreement, and any updated specification will then become the current specification. 2. Covenants of Customer 2.1. Customer agrees to allow SunGard Public Sector employees on a mutually agreeable basis reasonable access to the computers running the ASP Beta Program both physically and via telephone or other electronic access that provides remote communication capability for the purposes of installing, investigating and resolving defects or updating the software during the beta test period. 2.2. Customer agrees to assist with certain testing and defect recording activities as deemed mutually acceptable and in good faith to adequately exercise the program, identify in writing all problems or defects and any comments regarding the Application(s) and forward this to SunGard Public Sector, as reasonably requested; defects, and confirm resolution of defects. 2.3. Respond to all inquiries from SunGard Public Sector pertaining to the performance of the Licensed Program in a timely fashion; 2.4. Customer agrees to review the ASP Beta Program operation against the current specification and determine if the ASP Beta Program is in substantial compliance with the specification. Customer agrees to accept the Beta Version ASP Beta Program as Full Production ASP Application when they are compliant to the specifications. Acceptance will also be deemed to have occurred when Customer uses the ASP Beta Program with real data in a production (and not testing) mode for a period of thirty (30) days. 3. Limitations on Warranty and Liability 3.1. THE APPLICATION(S) PROVIDED IN THIS BETA TEST IS NOT A FULLY TESTED PRODUCT OFFERING. CUSTOMER'S USE OF THE APPLICATION(S) IS AT CUSTOMER'S SOLE RISK; THE APPLICATION(S) AND ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED IN COMBINATION WITH OTHER VENDOR PRODUCTS. CUSTOMER ACCEPTS THE APPLICATION(S) "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. 3.2. IN NO EVENT SHALL SUNGARD PUBLIC SECTOR BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL) RESULTING FROM ANY DEFECT IN THE APPLICATION(S) OR ASSOCIATED DOCUMENTATION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 3.3. CUSTOMER SHALL BE RESPONSIBLE FOR ANY USE OF THE APPLICATION(S) IN CUSTOMER'S OPERATIONS. CUSTOMER SHALL BE RESPONSIBLE FOR VERIFYING ANY OUPUT RESULTING FROM USE OF THE APPLICATION(S) IF CUSTOMER INTENDS TO USE OR RELY ON SUCH OUTPUT FOR BUSINESS PURPOSES. CUSTOMER SHALL FOLLOW PROPER BACKUP PROCEDURES FOR ANY OTHER PROGRAMS AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR ALL OF THE APPLICATION(S). 4. Termination 4.1. SunGard Public Sector may terminate this Agreement at any time if Customer violates any of its terms. SunGard Public Sector may also terminate this agreement at any time during ASP Beta Testing at its discretion. Upon termination, Customer will immediately destroy the Documentation or return all copies of the Documentation to SunGard Public Sector. Bela Supplement Z CORP-080749-2 Beta Supplement-revision.doc 3/!9/2009 4.2. Once the ASP Beta Program has been deemed Accepted, this Supplement shall terminate, the beta test period shall end, the ASP Beta Program Version Application will be terminated and Customer will be granted, at no additional cost, a perpetual, non-exclusive, non-transferable license to use an ASP Version of the software by means of the provisions of the Agreement and Supplement. Notwithstanding, either party may terminate this Supplement by giving thirty (30) days written notice as provided for in the "Notices" section of the Agreement. 5. Effect of Addendum 5.1. Except for the foregoing described changes to the Agreement, the Agreement shall in all other respects remain in full force and effect, unchanged hereby. By execution of this Supplement, Customer agrees to be bound by the terms of the Agreement in each and every respect with regard to the changes created in this Supplement as if this Supplement had been fully set forth in the Agreement. There shall be no change in the warranties, representations, liabilities or obligations of SunGard Public Sector under-the Agreement by virtue of this Supplement except as expressly set forth herein. IN WITNESS WI-iEREOF, the parties hereto have executed this Supplement in manner and form sufficient to bind them on the day and year indicated after their respective execution hereof. CITY OF CORrPUS CHRISTI, TX ~~~ ~~ Amhoriud Signature I R. E~I~~,~A 1 V1 ~~Wl,yt(~T V Type or Print Name and Tide ~ V 3 ~ t3~ ~Og Date SUNGARD PUBLIC SECTOR INC. . ~~--- Ronald ~'~h~d'~t2~v F~tec.VP, SunGard Public Sector Inc Type or Print Name and Tine March 19, 2009 Date Approved as to Conn: ~ ` I `~ ~~ Lisa Agui ar Assistant Ct ttorney For City Attorney aTTEST. - p""~ ARMANDO CHAPA CITY SECREfAA" Bela Supplement 3 CORP-080749-2 Beta Supplement-revision.doc 3/l9/2009