2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875

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System and each Custom Modification will also reimburse SunGard Public Sector for all identified in Exhibit 1. charges incurred in connection with accessing Equipment. Payment of reimbursable expenses shall (b) Limitations. All Improvements will be be subject to the provisions of Section 6(a)(ii) of the part of the applicable Baseline Component License Agreement, incorporated into this Agreement System/Custom Modification, and will be by this reference as fully as if written out below. subject to all of the terms and conditions of the License Agreement and this Agreement. (c) Taxes. Customer is responsible for paying all Customer must provide SunGard Public taxes (except for taxes based on SunGard Public Sector with such facilities, equipment and Sector's net income or capital stock) relating to this support as are reasonably necessary for Agreement, the Improvements, any services provided SunGard Public Sector to perform its or payments made under this Agreement. Applicable obligations under this Agreement, including tax amounts (if any) are NOT included in the fees set remote access to the Equipment. forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must 4. Payment and Taxes. provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of (a) Maintenance Fees. For the Customer's direct payment of such tax amounts to the Improvements, Customer will pay SunGard applicable taxing authority, SunGard Public Sector will Public Sector the amount provided for in invoice Customer for and Customer will pay to Exhibit 1 as the"Payment Amount" for the first SunGard Public Sector all such tax amounts. Contract Year. For each Contract Year subsequent to the initial Contract Year, S.Term. This Agreement will remain in full force Improvements fees are subject to change and and effect throughout the initial Contract Year. After will be specified by SunGard Public Sector in an the initial Contract Year, this Agreement will renew for annual invoice which shall be communicated to an additional Contract Year unless, at least ninety (90) Customer at least ninety (90) days prior to the days prior to the expiration of the initial Contract Year, expiration of the initial or subsequent renewal term. Customer notifies SunGard Public Sector in writing of Notwithstanding, Improvement Fee increases shall Customer's intent not to renew the Agreement for the not exceed two percent (2%) plus the percentage second Contract Year. After the second Contract of increase in the CPI-U published on each anniversary of the Agreement, over the CPI-U as Year, this Agreement will automatically be extended published twelve months prior to such anniversary for consecutive Contract Years on a year-to-year basis date. "CPI-U" as used herein means the unless either party notifies the other in writing of its Consumer Price Index - All Urban Consumers, intent not to extend this Agreement for any particular which index is published monthly by the U.S. Baseline Component System/Custom Modification at Department of Labor, Bureau of Labor Statistics least ninety (90) days prior to the expiration of the (or any successor agency that shall issue then-current Contract Year. increases and decreases in the cost of living), using 1982-1984 dollars as one hundred percent 6. Disclaimer of Warranties. Customer agrees and (100%)for a base. understands that SUNGARD PUBLIC SECTOR Fees for Improvements for a Baseline MAKES NO WARRANTIES WHATSOEVER, Component System/Custom Modification are EXPRESSED OR IMPLIED, WITH REGARD TO ANY due on the first day of the first month of the IMPROVEMENTS AND/OR ANY OTHER MATTER Contract Year for that Baseline Component RELATING TO THIS AGREEMENT, AND THAT System/Custom Modification. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF (b) Additional Costs. Customer will also MERCHANTABILITY AND FITNESS FOR A reimburse SunGard Public Sector for actual PARTICULAR PURPOSE. FURTHER, SUNGARD travel and living expenses that SunGard PUBLIC SECTOR EXPRESSLY DOES NOT Public Sector incurs in providing Customer WARRANT THAT A COMPONENT SYSTEM, ANY with Improvements under this Agreement, with CUSTOM MODIFICATION OR ANY reimbursement to be on an as-incurred basis. IMPROVEMENTS WILL BE USABLE BY Such travel and living expenses will be CUSTOMER IF THE COMPONENT SYSTEM OR governed by SunGard Public Sector's CUSTOM MODIFICATION HAS BEEN MODIFIED Corporate Travel and Expense BY ANYONE OTHER THAN SUNGARD PUBLIC Reimbursement Policy, will be invoiced on a SECTOR, OR WILL BE ERROR FREE, WILL monthly basis in arrears and due within thirty OPERATE WITHOUT INTERRUPTION OR WILL BE (30) days from the date of invoice. Customer Page 3 of 7 SPS Maintenance 7/1/2010