983-H.T.E.SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
BY AND BETWEEN SUNGARD HTE INC. AND CITY OF SANFORD, FL
SCHEDULE A-PRICING AND PAYMENT SCHEDULE
CONTRACT NO. SANF-20030326
This Supplement is to the H.T.E., Inc. Software License and Services Agreement (Agreement) dated October 1993, between
SunGard HTE Inc. (SunGard HTE) and City of Sanford, FL (Customer). Unless otherwise stated below, all terms and
conditions as stated in the Agreement shall remain in effect.
Designated Machine
Use of the Licensed Program(s) provided in this Supplement on platforms othar than specified below, without written
permission from SunGard HTE, may be subject to an upgrade charge.
Type: Model: Serial Number
Operating System: Tape Drive:
Annual
HTE Licensed Programs Support
HTE's VSI - RecTmc Interface to Cash Receipts - VI $ 370.00
HTE's VSI - RecTmc Interface to GMBA - VG $ 370.00
HTE Licensed Program Totals $ 740.00
Due As
Total Otherwise
Payment Schedule'} Contract Noted
HTE Support Fees $ 740.00 $ 740.00
Grand Total $ 740.00 $ 740.00
APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED
TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.
'}Payments:
THE AMOUNTS NOTED ABOVE SHALL BE PA Y/I BLE AS FOLLOWS:
Application Support Fees: Prior to the commencement of the initial term of support. Support fees for subsequent
terms of support will be due prior to the start of that term at the then prevailing rote. Rates
for subsequent years of support service are subject to change.
Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced
as incurred and shall be governed by the SunGard HTE Corporate Travel and Expense
Reimbursement Policy.
tThe interface listed above is an interface only. Customer shall be responsible for obtaining the applicable hardware and
system software from the appropriate third party vendor.
License
The license granted under this Schedule A permits the Customer, subject to the provisions of sections provided herein
to:
a. Use the Licensed Program on the designated Machine(s) for Customer's internal use only and not for the
processing of any data except Customer's (i.e., no service bureau use is permitted).
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b. Copy the Licensed Program in machine readable object code form to provide sufficient copies to support the
Customers use of the Licensed Program as authorized under this Schedule A.
c. Transfer the Licensed Program to a back-up CPU to be used when the designated CPU is temporarily inoperable.
d. Modify any Licensed Program to form an updated work for the Customer's use, provided that:
1. The Customer supplies Sungard HTE with written notification of the modification.
2. The modification is made according to the Sungard HTE conventions of the Sungard HTE Modification
Library and not to the base system.
Customer is prohibited from reverse engineering; reverse assembling and reverse compiling the Licensed
Program, in whole or in part. Failure to modify the programs in the manner prescribed may negate the ability to
maintain the Licensed Program by Sungard HTE and will relieve Sungard HTE of any responsibility to provide
support services. Any updated work using portions of the Licensed Program that meets the above criteria will
continue to be subject to all terms of this Schedule A.
Have access to a copy of the Licensed Program. Unless otherwise provided heroin, the Licensed Program is
provided in and may be used in machine-readable object code form only. Sungard HTE offers the Customer,
through a third party escrow agent, a Source Code Escrow Agreement that provides for release of the soume code
version of the Licensed Program from escrow upon the occurrence of certain release events, such as Sungard
HTE's failure to provide required maintenance services as agreed.
Testing and Acceptance
There is no Testing and Acceptance period on the Licensed Program(s) herein.
Warranty
SunGard HTE warrants that for a period of ninety (90) days after acceptance, as provided for in the Testing and Acceptance
section, the SunGard HTE Licensed Program listed in this Schedule A will perform in substantial compliance with the
reference documentation supplied by SunGard HTE, provided the Licensed Program are used in the proper operating
environment. SunGard HTE does not warrant that the functions contained in the Licensed Program will meet the Customer's
requirement or will operate in the combinations which may be selected for use by the Customer after the ninety (90) day period
after the completion of the Licensed Program testing described in the Testing and Acceptance section. Any other utility or
incidental software distributed by SunGard HTE will be on an "AS IS" and "WITH ALL FAULTS" basis without warranty of
any kind either expressed or implied. SunGard HTE shall be responsible only for the Licensed Program and products as
originally supplied and accepted by Customer, and for changes made to the Licensed Program by SunGard HTE's authorized
representatives. SunGard HTE will not be responsible for the consequences of attempts at changes or modifications to the
products and Licensed Program made by the Customer or any other unauthorized party.
SunGard HTE wanm~ts that it has the right to license the SunGard HTE Licensed Program listed in this Schedule A and that
the SunGard HTE Licensed Program does not infringe any intellectual properly of any third party. SunGard HTE agrees to
indemnify Customer against expenses, including reasonable attorneys' fees, and liability arising fi'om any claim ofinfiingement
related to SunGard HTE Licensed Program provided SunGard HTE shall have the right to control the defense or settlement of
any such claim. If use of the SunGard HTE Licensed Program by the Customer is enjoined by any infringement proceeding,
SunGard HTE shall, if possible, obtain without unreasonable expense the right of License for the Customer to use the SunGard
HTE Licensed Program or if that is not possible, SunGard HTE shall refund to the Customer the license fee(s) paid under this
Schedule A if the Licensed Program is determined to be infringing.
SunGard HTE makes no warranties, other than as stated herein, with respect to the particular Licensed Program,
either expressed or implied, including any implied warranty of merchantability or of fitnass for a particular purpose.
SunGard HTE Support Services
The initial term of SunGard HTE application support services shall commence one hundred twenty (120) days afier delivery of
the Licensed Program(s), and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) month
periods, commencing at the end of the initial support period. Support Services do not include maintenance on modifications
made to the Licensed Program(s) at Customer's request. The following support services will be provided:
a. Toll free telephone support line; twenty-four (24) hours a day, seven (7) days per week.
b. Electronic support.
c. Product updates and new releases of the covered Licensed Program.
d. Response to calls, under normal conditions, in approximately twenty-four (24) hours of receipt of incoming
call.
e. Error corrections as made.
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Support Services do not include maintenance on modifications made to the Licensed Program at Customer's request.
Upon commencement of the SunGard HTE Support Services, telephone support will be provided using a dedicated support
telephone number, and the Customer must have Electronic Customer Support installed.
Modifications and Modification Retrofit Maintenance
Modifications if applicable, will be controlled by the SunGard HTE SCR form, which will be prepared for the Customer by the
SunGard HTE Product Manager responsible for that module. There will be a Two Hundred Filly dollar ($250.00) non-
refimdable processing fee for preparation of each SCR requested by the Customer. SunGard HTE will proceed on the SCR
when the signed SCR is returned with the Customer's authorization along with 50% payment, which includes the non-
refundable processing fee. The final 50% payment is due upon completion.
Customer is responsible for the cost for SunGard HTE to retrofit it's modifications into new releases. Provided Customer
exercises it's option to have SunGard HTE maintain specific Modification Retrofit objects and pays SunGard HTE's annual
Modification Retrofit Maintenance fee, support for each modified object shall be invoiced annually. The current annual
maintenance fee of $100.00 per object is subject to change.
Scheduled Resource Changes
Customer acknowledges that SunGard HTE makes every effort to schedule training and project management sessions
sufficiently in advance to make effective use of SunGard HTE's personnel and to obtain favorable prices for travel and living.
Accordingly, the following cancellation charges apply to training and un-site project management sessions canceled at the
request of Customer: Cancellation within seven (7) days of start date, Customer pays fifty percent (50%) of the total price for
the training or on-site project management; cancellation within three (3) days of start date, Customer is responsible for entire
price of the training or on-site project management. In addition to the foregoing, Customer shall be obligated to reimburse
SunGard HTE for any non-refundable expenses incurred by SunGard HTE for travel expenses. Notwithstanding the above,
SunGard HTE will endeavor to reschedule SnnGard HTE personnel in order to mitigate Customer's costs and expenses under
this paragraph. To the extent SunGard HTE is successful in such rescheduling, Customer's payment obligations shall be
reduced.
Publication
SunGard HTE reserves the right to publish certain information regarding this Schedule A. Publication may include, but shall
not be limited to, using Customer's name in a press release announcing this Schedule A and listing Customer's name on
SunGard HTE's complete customer listing that is made available to other SunGard HTE customers and potential customers.
Limitation of Liability
To the extent permitted by law, and to the extent provided for under this Schedule A, for claims related to bodily injury, death
and damage to real property and tangible personal property, SunGard HTE shall indemnify and hold harmless the Customer
from and against all direct damages and costs of any kind, including but not limited to reasonable attorney fees, arising out of
or resulting fi-om any negligent acts, or negligent omissions of SunGard HTE, regardless of whether such claims are caused in
part by any party indeumified hereunder, but not to the extent that the Customer is legally liable for such damages and costs. In
no event, however, will SunGard HTE be liable for any consequential damages, including lost profits, savings or
reprocurement costs, even if SunGard HTE has been advised of their possibility.
Except for SunGard HTE's obligations to indemnify the Customer under infringement actions, and claims for personal injury or
damages to real or tangible personal property caused by SunGard HTE's negligence, SunGard HTE's liability for damages to
the Customer for any cause whatsoever under this Schedule A, regardless of the form of action, is limited to the total amount of
fees paid by Customer under this Schedule A for SunGard HTE Licensed Program and services, not including any fees
associated with SunGard HTE project management and related out-of-pocket expenses.
In situations involving performance or nonperformance of Licensed Program furnished under this Schedule A, the Customer's
remedy is (1) the correction by SunGard HTE of Licensed Program defects, or (2) if, after repeated efforts, SunGard HTE is
unable to make the Licensed Program operate as warranted, the Customer shall be entitled to recover actual, direct damages to
the limits set forth in this section upon the return or complete destruction of the Licensed Program for which damages are
sought.
Choice of Law/Dispute Resolution
This Schedule A shall be governed by laws of thc State of Florida. Prior to either party commencing any legal action under
this Schedule A, the parties agree to try in good faith, to settle any dispute amicably between them. Ifa dispute has not been
settled afier forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may
commence legal action against the other. Each party hereto agrees to submit to the persnnal jurisdiction and venue of the state
and/or federal courts in or for Seminole County, Florida for resolution of all disputes in connection with this Schedule A.
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Preprinted Terms and Conditions
Preprinted conditions and all other terms not included in this Supplement or in the Agreement on any purchase order or other
document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the Agreement, and if
applicable, this Supplement and the Hardware Purchase Agreement if applicable, shall control unless expressly accepted by
SunGard HTE in writing to the Customer.
The terms and conditions contained in this Supplement, including the prices, will be honored as set forth herein,
provided this Supplement is fully executed by June 30, 2003.
Customer warrants that the amounts to be paid hereunder will be paid out of appropriated funds and are not part of a
financing arrangement with any third party.
CITY OF SANFORD
Print Name & Title
Date
SUNGARD HTE INC.
Authorized Signature
Ronald E. Goodrow, Executive Vice President
Print Name & Title
May 6, 2003
Date
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