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Home My WebLink AboutSUNGARD PUBLIC SECTOR AMENDMENT TO THE SOFTWARE LICENSE AGREEMENT SUNGARD° PUBLIC SECTOR Amendment to the Software License Agreement This Amendment (Amendment) to the Software License Agreement dated November 12, 1997 (Agreement), and Addendum dated November 21, 2008, between SunGard Public Sector Inc. (SunGard Public Sector), 1000 Business Center Drive, Lake Mary, Florida 32746, and Augusta - Richmond County, GA (Customer), is effective when signed by an authorized representative of both parties. WHEREAS, Customer, licensed IFAS Employee Online; and WHEREAS, Customer desires to terminate this module; and WHEREAS, the Agreement provides that it cannot be changed without the written agreement of SunGard Public Sector and Customer, and NOW THEREFORE, in consideration of the mutual obligation, promises and covenants set forth in this Amendment, the parties hereto agree as follows: 1. The parties hereby terminate Customer's license to use IFAS Employee Online (Terminated Module licensed by means of Addendum dated November 21, 2008. Customer agrees to destroy or return the Terminated Module(s) to SunGard Public Sector. 2. SunGard Public Sector has invoiced Customer License Fees ($11,688), First Year Support ($2,630), Remote Project Management ($2,388) and Install ($3,600) for a total of twenty - thousand three - hundred six dollars ($20,306) and Customer has paid. SunGard Public Sector agrees to credit Customer's account for these paid fees. Such credit shall be applied toward future SunGard Public Sector Purchases. 3. Effect of Amendment: Except for the foregoing described changes to the Supplement, the Supplement shall in all other respects remain in full force and effect, unchanged hereby. By execution of this Amendment Customer agrees to be bound by the terms of the Agreement in each and every respect with regard to the changes created in this Amendment as if this Amendment 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 Amendment except as expressly set forth herein. Amendment Page 1 of 2 Augusta - Richmond County Amend 041510 doc April 15, 2010 IN WITNESS WHEREOF, the parties hereto have executed this Amendment in manner and form sufficient to bind them on the day and year indicated after their respective execution hereof. AUGUSTA- RICHMOND COUNTY, GA SUNGARD PUBLIC SECTOR INC. uC- `mot �V • A Signature Authorized Signature 4 ✓car— Ronald E. Goodrow Type or Pzint Name and Titk l xec.VF; Skyiestglaabitr Inc i(A* dfe.gj c=21/1" Date Amendment Page 2 of 2 Augusta - Richmond County Amend 041510.doc April 15, 2010 2010 - Aug -12 02 :23 PM INFORMATION TECHNOLOGY 706 -821 -2530 2/6 ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT I. Understanding This Addendum to the Software License Agreement dated November 12, 1997, is by and between SunGard Public Sector Inc., hereinafter referred to as SunGard Public Sector and Augusta, GA, hereinafter referred to as Customer. Customer currently runs their IFAS Software system on an Informix database on a UNIX Server. The services listed below are for moving that system to an Oracle database on a UNiX Server. IL Professional Services SunGard Public Sector shall provide the following professional services to Customer at the rates set forth below. SunGard Public Sector Professional Services Hours Ma Total Initial installation Process 80 185 5,550 _ Initial Data Roll 24 186 4,440 Mack Data Roll 24 185 4,40 Final Data Roll and GO-Live 24 185 4,440 Weekend Uplift for Go-Live Fixed NIA 1,500. Nest Account Creation 8 185 1,480 Remota Project Manager- Installed Clients Fixed N!A 8,278 y n. cis• Tota Is $25,128 W. Pay Agency Products in accordance with Supplement which is attached hereto, SunGard Public Sector shall invoice the following Pay Agency Products and services to Customer at the rates set forth below. 7 � v. EU ev .,..3.t,...Lf:R.a..;�:Jw�w.E.w Microfocus COBOL Server Ex•ress - Server Ex. ress Com • lier $3,515 $735 " > $4,250 ,1 Wsr Server Run-Time Bundles 2720 580 3300 rZjidl Note: The Mlcrofocus License is for a single UNIX Server (Production). if additional UNIX servers are implemented, additional licensing will be required. IV. Payment and Expense Reimbursement The amounts noted above shall be payable as follows: Professional Services: On invoice monthly, as incurred. Confidential Page 1 Professional Services Addendum 2010- Aug -12 02:23 PM INFORMATION TECHNOLOGY 706-821-2530 3/6 } Remote Project Management: 50% on the Execution pate and 50% upon Completion Pay Agency Products Hardware & Software Fee: 100% on the Execution pate Pay Agency Products Initial Annual Maintenance: 100% upon the Execution Date. Actual shipping charges are additional and will be due upon delivery. Any associated Travel, Meals, and Lodging will be billed to Customer as Incurred. Such travel and living expenses will be governed by SunGard Public Sector's Corporate Travel and Expense Reimbursement Policy and will be invoiced an a monthly basis in. arrears Pricing Is a good faith estimate based on the information available to SunGard Public Sector at the time of execution of this Addendum. The total amount that Customer will pay for these professional services will vary based on the actual number of hours of services required to complete the services. if required, additional services will be provided on a time and materials basis at hourly rates equal to SunGard Public Sector's then - current list price rates for the services at issue. Payments hereunder are due within thirty (30) days from the date bf invoice. SunGard Public Sector Inc. Augusta, GA BY: '-- BY: PRINT NAME: Flooa)cig. G9odr9w PRINT NAME: '7 v - h ?0 Exec.VP, SunGard Public Sector l p PRINT `PRINT TITLE: TITLE: 14 `f �- DATE SIGNED: 0.4.Art 1' Qoio 1)ATE SIGNED: r/1 (10 Confidential Page 2 Professional Services Addendum • PAY AGENT SUPPLEMENT 1. Additional Definitions. "Pay Agency Products" means the products and services of those vendors (in each case, a "Vendor") that are identified in an Exhibit 1 (the "Pay Agency Products "). 2. Pay Agent Designation. Customer designates SunGard Public Sector as Customer's pay agent for data processing related purchases and acquisitions, for the sole and exclusive purpose of allowing SunGard Public Sector, on behalf of Customer, to make payment to each Vendor for Customer's procurement of the Pay Agency Products under the terms and conditions of agreements (each a "Vendor Agreement ") to be executed and made by and between Customer and Vendor. Customer covenants and agrees that it will promptly take all actions reasonably necessary to effect such designation of SunGard Public Sector as Customer's pay agent as provided for in this Section 2; and SunGard Public Sector covenants and agrees that, promptly after receipt of payment from Customer, SunGard Public Sector will make payment to each Vendor for Customer's procurement of the Pay Agency Products. 3. Pav Agency Products Procurement. SunGard Public Sector will, as soon as reasonably practicable, obtain for Customer, as Customer's pay agent, the Pay Agency Products from the Vendor, FOB Vendor's place of business, for use by Customer in each instance pursuant to the applicable Vendor Agreement. SunGard Public Sector will remit payments made to SunGard Public Sector by Customer promptly upon customary terms for the Pay Agency Products to the Vendor on behalf of Customer. CUSTOMER IS HEREBY ADVISED THAT VENDOR, AND NOT SUNGARD PUBLIC SECTOR, ASSUMES ALL RESPONSIBILITY FOR AND LIABILITY IN CONNECTION WITH THE PAY AGENCY PRODUCTS. SUNGARD PUBLIC SECTOR IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ARE BINDING UPON VENDOR OR TO ENGAGE IN ANY OTHER ACTS THAT ARE BINDING UPON VENDOR, EXCEPTING SPECIFICALLY THAT SUNGARD PUBLIC SECTOR IS AUTHORIZED TO REPRESENT THE FEES FOR THE PAY AGENCY PRODUCTS AS THE SAME IS PROVIDED FOR IN EXHIBIT 1 AND TO ACCEPT PAYMENT OF SUCH AMOUNTS FROM CUSTOMER ON BEHALF OF VENDOR. IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE DEEMED TO HAVE TAKEN TITLE OR ANY SIMILAR RIGHT OR INTEREST IN OR OF ANY PAY AGENCY PRODUCTS IN THE CHAIN OF DISTRIBUTION TO CUSTOMER, AND TITLE OR SUCH SIMILAR RIGHT OR INTEREST IN OR TO THE PAY AGENCY PRODUCTS WILL BE DEEMED TO VEST IN CUSTOMER ONLY AS OTHERWISE PROVIDED FOR IN THE VENDOR AGREEMENT. 4. Term of Pav Agency. SunGard Public Sector's status as Customer's pay agent will expire promptly after SunGard Public Sector remits payment of the Pay Agency Products license fee to Vendor on behalf of Customer. 5. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE PAY AGENCY SOFTWARE. ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY VENDOR. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE VENDOR PURSUANT TO THIS AGREEMENT, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE PAY AGENCY SOFTWARE. IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Confidential Page 3 Professional Services Addendum