Orange County NC Website
Browse       Search
PAY AGENT SUPPLEMENT <br /> 1. Additional Definitions. "Pay Agency Products" means the products and services of those vendors <br /> (in each case, a"Vendor")that are identified in an Exhibit 1 (the"Pay Agency Products"). <br /> 2. Pay Agent Designation. Customer designates SunGard Public Sector as Customer's pay agent for <br /> data processing related purchases and acquisitions, for the sole and exclusive purpose of allowing <br /> SunGard Public Sector, on behalf of Customer, to make payment to each Vendor for Customer's <br /> procurement of the Pay Agency Products under the terms and conditions of agreements (each a "Vendor <br /> Agreement") to be executed and made by and between Customer and Vendor. Customer covenants and <br /> agrees that it will promptly take all actions reasonably necessary to effect such designation of SunGard <br /> Public Sector as Customer's pay agent as provided for in this Section 2; and SunGard Public Sector <br /> covenants and agrees that, promptly after receipt of payment from Customer, SunGard Public Sector will <br /> make payment to each Vendor for Customer's procurement of the Pay Agency Products. <br /> 3. Pay Agency Products Procurement. SunGard Public Sector will, as soon as reasonably practicable, <br /> obtain for Customer, as Customer's pay agent, the Pay Agency Products from the Vendor, FOB Vendor's <br /> place of business, for use by Customer in each instance pursuant to the applicable Vendor Agreement. <br /> SunGard Public Sector will remit payments made to SunGard Public Sector by Customer promptly upon <br /> customary terms for the Pay Agency Products to the Vendor on behalf of Customer. CUSTOMER IS <br /> HEREBY ADVISED THAT VENDOR, AND NOT SUNGARD PUBLIC SECTOR, ASSUMES ALL <br /> RESPONSIBILITY FOR AND LIABILITY IN CONNECTION WITH THE PAY AGENCY PRODUCTS. SUNGARD <br /> PUBLIC SECTOR IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ARE <br /> BINDING UPON VENDOR OR TO ENGAGE IN ANY OTHER ACTS THAT ARE BINDING UPON VENDOR, <br /> EXCEPTING SPECIFICALLY THAT SUNGARD PUBLIC SECTOR IS AUTHORIZED TO REPRESENT THE <br /> FEES FOR THE PAY AGENCY PRODUCTS AS THE SAME IS PROVIDED FOR IN EXHIBIT 1 AND TO ACCEPT <br /> PAYMENT OF SUCH AMOUNTS FROM CUSTOMER ON BEHALF OF VENDOR. IN NO EVENT WILL <br /> SUNGARD PUBLIC SECTOR BE DEEMED TO HAVE TAKEN TITLE OR ANY SIMILAR RIGHT OR INTEREST <br /> IN OR OF ANY PAY AGENCY PRODUCTS IN THE CHAIN OF DISTRIBUTION TO CUSTOMER,AND TITLE OR <br /> SUCH SIMILAR RIGHT OR INTEREST IN OR TO THE PAY AGENCY PRODUCTS WILL BE DEEMED TO VEST <br /> IN CUSTOMER ONLY AS OTHERWISE PROVIDED FOR IN THE VENDOR AGREEMENT. <br /> 4. Term of Pay Agencv. SunGard Public Sector's status as Customer's pay agent will expire promptly <br /> after SunGard Public Sector remits payment of the Pay Agency Products license fee to Vendor on behalf of <br /> Customer. <br /> 5. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR <br /> MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED,WITH REGARD TO THE PAY <br /> AGENCY SOFTWARE. ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY VENDOR. <br /> SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY <br /> AND FITNESS FOR A PARTICULAR PURPOSE. <br /> 6. LIMITATIONS OF LIABILITY. <br /> (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. EXCEPT FOR ITS OBLIGATION TO <br /> REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE VENDOR PURSUANT TO THIS <br /> AGREEMENT, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY WHATSOEVER IN <br /> CONNECTION WITH THE PAY AGENCY SOFTWARE. IN NO EVENT WILL SUNGARD PUBLIC <br /> SECTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR <br /> OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT <br /> (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT <br /> SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. <br /> Page 30 of 30 <br /> SPS License 7/1/2010 <br />