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

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agreed to by the parties in an amendment to this Agreement. (i) License Fees. Fees for the Software will be due to SunGard Public Sector as (c) Workmanlike Skills. SunGard Public provided for in Exhibit 1. Sector will render all services under this Agreement in a professional and workmanlike (ii) Professional Services Fees. manner in accordance with the highest generally Except as otherwise provided in Exhibit 1, fees for accepted standards of this type service throughout professional services will be invoiced on a monthly the United States and in accordance with basis in arrears and will be due within thirty (30) applicable federal, state and local laws and days from the date of a properly submitted and regulations applicable to the performance of these undisputed invoice. Payment of reimbursable services. Subject to the Conditions On Providing expenses shall be subject to SunGard Public Services identified in subsection (d) below, Sector's timely submission of valid receipts for any SunGard Public Sector is solely responsible for such expenses and approval by the Customer. For the professional quality, accuracy and timely purposes herein, timely submission of valid completion and/or performance of this Agreement. receipts shall mean the submission of receipts for SunGard Public Sector will promptly replace any reimbursable expenses that were incurred within SunGard Public Sector personnel that are sixty (60) days of the submission. Timely approval rendering services on-site at a Customer facility if shall mean receipt of approval from Customer Customer reasonably considers the personnel to prior to the reimbursable expense being incurred be unacceptable and provides SunGard Public (Services will not be scheduled until such prior Sector with notice to that effect, provided that such approval has been received from Customer)._Any replacement does not violate any law or additional charges not specified herein, must be governmental regulation applicable to such mutually agreed to in advance by the parties and personnel replacement. documented in writing with a letter signed by authorized representatives for the parties and, (d) Conditions On Providing Services. In subject to budgeted funds. each instance in which SunGard Public Sector is providing Customer with services, SunGard Public (iii) Dispute Resolution. Sector and Customer will develop a project plan that identifies each party's responsibilities for such (a) Project-Level Performance Review. If a services. The project plan will describe in detail dispute relating to the Agreement arises between the tentative schedule and the scope of services the Parties, the applicable SunGard Public Sector that SunGard Public Sector will provide. Project Manager and the applicable Customer Customer will establish the overall project Project Manager may, but shall not be obligated direction, including assigning and managing the to, meet and attempt to resolve the dispute. If Customer's project personnel team. SunGard such representatives of the Parties are unable to Public Sector and the Customer will each assign a resolve the dispute within ten (10) calendar days project manager who will assume responsibility for after the initial request for a meeting, or if the management of the project. Customer must Parties do not agree to invoke this level of dispute ensure that the Customer's Equipment is resolution, then the Parties may seek to resolve operational, accessible and supported at the times the dispute through an executive-level agreed to by the parties in the project plan. While performance review as provided in (iii)(b). SunGard Public Sector is providing such services, Customer must provide SunGard Public Sector (b) Executive-Level Performance Review. For with such facilities, equipment and support as are disputes that are not resolved under Section reasonably necessary for SunGard Public Sector (iii)(a), Customer's Chief Financial Officer, or a to perform its obligations, including remote access Customer employee of similar or higher authority, to the Equipment. and a Vice President or higher-level officer of SunGard Public Sector, or a SunGard Public 5. Delivery. Except as otherwise provided in Sector employee of similar or higher authority, Exhibit 1, SunGard Public Sector will deliver all may, but shall not be obligated to, meet and Component Systems to Customer at the Delivery attempt to resolve the dispute. If such Address. representatives are unable to resolve the dispute within five (5) business days after the Parties have 6. Payment and Taxes. commenced negotiations, or ten (10) calendar days have passed since the initial request for (a) Payment. negotiations at this level, or if the Parties do not Page 4 of 30 SPS License 7/1/2010