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HomeMy WebLinkAboutC31700 ONESolution SoftwareCITY OF PALM DESERT FINANCE DEPARTMENT STAFF REPORT (A&B) Request: Approve Contract No. C 31700 with SUNGard for the purchase, installation and online and onsite training for ONESolution software in the amount of $318,660 plus applicable taxes and travel expenses associated with onsite installation and training. Submitted by: Clayton Von Helf, Information Systems Manager Date: March 22, 2012 Contents: Contract No. C 31700 (A&B) Recommendation By Minute Motion, that the City Council approve Contract No. C 31700 (A Wh SUNGard for the purchase, installation and online and onsite training for ONESolution software in the amount of $318,660 plus applicable taxes and travel expenses associated with onsite installation and training. Executive Summary The City's current software package is outdated and becoming obsolete. It has a number of shortcomings in that it does not meet the current needs of all departments, does not encourage cross -department information sharing, does not allow for web based transactions, and soon will not be supported by the software vendor. The current software package (SUNGard Public Sector) used for Finance, Payroll, Human Resources, Business Licensing, Building and Safety, etc. was installed in 1991, and since that time has not been significantly upgraded; in fact, it will be phased out by the developer within a few years. Staff has reviewed numerous options for resolving existing issues and the potential for having a non -supported system in the near future. These included updates to the current system, purchasing new equipment for the existing system and going out to bid for a completely new system. None of these options was cost effective. The City has approached SUNGard to try and address these deficiencies within our current platform, and was advised that the solutions would be expensive, incomplete, and shortsighted, as our current platform is being phased out. At the October 13th meeting, Council approved a business process review by SUNGard which was completed in February. Based on the findings during this review we have put together software and services to begin the installation of ONESolution this summer. There will be efficiency gains in each department at the completion of this project, and the possibility of robust web services, including online payments, permitting and business license functions will be available to our customers. Staff Report Approve contract with SUNGard for purchase, installation and training for ONESolution software March 22, 2012 Page 2 of 5 Approval of this project represents an investment in the City's processing infrastructure. This investment will pay off over the next several years in increased efficiency, which is especially important as we continue to reduce staffing levels, notably a 41 % decrease in clerical staff. The ability to receive payments via the web and issue licenses and permits online will increase services to the public without increasing staff levels at City Hall. In addition, this project will increase the stability and dependability of our information systems. Currently these systems, which are used every day for the basic functions of the City, are at risk due to aging infrastructure, outdated operational structure and a lack of support from the software vendor. Background Currently the City is using SUNGard Public Sector software (formerly called HTE) for all of the main enterprise functions. This includes finance (accounts payable, purchasing, and payroll), business licensing, human resources, building and safety, planning, code enforcement, and public works project tracking. The current software package was installed in 1991. The software has gone through many updates and enhancements during that time, but the core technology platform has not changed in that time period. SUNGard will no longer make any new products for our current platform (the old HTE environment) and are instead developing a new enterprise software package based on a more affordable and flexible system. There are several limitations to the current software package that is inhibiting collaboration between departments, stunting our efficiency, and limiting the service to our customers. The ONESolution software package was designed to allow easy collaboration between municipal government departments. This collaboration will enable City staff to serve the public better, work more efficiently. Our current system has very limited abilities to share information between departments, and the information shared is often in an unusable form when it is shared. This has necessitated double entries, or shadow systems in almost every department. By increasing the ease of interdepartmental cooperation, we will also be able to give citizens a more consistent experience across the different departments that they may come into contact with. This software is built with the latest technologies in mapping, web services, and wireless capabilities in mind. We will be able to replace all of our current functions and realize future growth capabilities to add online services to the public, provide better in -field support to City inspectors and better in -person service to customers. Each department has submitted a short justification for the new software package as it relates to their areas of expertise: Building and Safety With the goal of improving government efficiencies, SunGard "ONESolution" will promote the following characteristics: 1. SunGard "ONESolution" provides a complete solution for all departments — The users will have access to all information, providing them with a complete view of the project. Additionally, current data exchange practices are costly and inefficient. By streamlining the process and creating a unified strategy to facilitate the exchange of information, there will be significant cost savings potential for the entire jurisdiction. Staff Report Approve contract with SUNGard for purchase, installation and training for ONESolution software March 22, 2012 Page 3 of 5 2. Information is pulled from a central database or several databases; "ONESolution" will be user -focused. In other words, provide an agency -wide solution that is adaptable enough at the user level to allow a choice of how the information is used. 3. Integrated mapping provides geographic analysis and visual reference for field and office personnel. 4. SunGard "ONESolution" has the potential of reducing costs, enhancing transparency and accountability, improve service delivery, and improving public administration. Code Enforcement The software upgrade will provide the ability to incorporate all forms of digital data such as digital sound files, photos, email and other pertinent document files within each Code case. The versatility of a Windows -based program provides for a more user-friendly system with the ability to cross-reference information and other files on planning, licensing, or building activity from the field in a more efficient manner. Productivity will be enhanced as staff navigates through the case screens in a more efficient manner, streamlining field operations and reducing the amount of staff time required for each case. The software also provides built-in storage locations for the various data files, thus preserving the integrity of case files. Community Development The ONESolution software system will be beneficial to the Community Development Department by providing a software program that other City departments will be able to link to for project and plan review. This program will increase efficiency by providing a uniform system for Planning, Public Works, Building and Code Compliance. It will allow Conditions of Approval to be directly input by individual departments which will reduce errors and streamline processing of cases. Currently, each department uses different systems for review and there is no consistent process for project review. ONESolution will also allow tracking of over-the-counter reviews that are not currently tracked or recorded by Planning, and will eliminate confusion that occurs when an applicant incorrectly reports to another department the comments made by the Planning Department. ONESolution will improve the development process, which benefits the general public and development community by providing staff with more communication and tracking ability from other departments. This can be a tool to provide staff with more knowledge about the status and issues raised with a project during its review period. Public Works The Public Works Department supports the upgrade to ONESolution for our central software. This upgrade will allow departments to collaborate more effectively, reducing the time needed for completion of many tasks, thereby saving money. The improved efficiency will be a benefit for all citizens by improving delivery of services. Staff Report Approve contract with SUNGard for purchase, installation and training for ONESolution software March 22, 2012 Page 4 of 5 Finance The current software package is meeting the needs of Finance staff. However, in the interest of interdepartmental cooperation, the Finance department will assist in the transition to ONESolution. Much of the interoperability relies on finance functions such as business licensing, accounts payable, payroll and cash receipts. In order for the system to operate in a fully integrated fashion, Finance must be transitioned to the new platform. Human Resources The acquisition and implementation of the ONESolution software for Human Resources will increase effectiveness in many areas. Most importantly, it better integrates with the payroll/finance system which increases efficiency and accuracy in recordkeeping. In addition, the ability to seamlessly incorporate Microsoft office products and documents will help us streamline processes related to FMLA, employee evaluations, injury reporting and disciplinary actions. The ability for employee entry time recording will increase the accuracy of the employee time records and free the payroll technician from significant data entry duties each pay cycle. It will also allow much more dynamic time reporting for employees, such as project cost reporting, detailed attendance reporting for managers, and leave tracking. Information Systems The current hardware that the SUNGard software runs on is expensive to maintain and back up. By switching to this newer software, the IT department would be able to consolidate all of the backup, recovery, and disaster planning on one computer platform, making it easier to administer and more cost effective. There would be an increased workload for the IT department (as well as all departments) during implementation; however, once the product is installed the administration would be much easier. Agency -wide In this time of cutbacks and budget pressures, an investment like this allows City staff to continue to provide high standards of customer service and lays a foundation that can be built upon. Much of our clerical staff has been involved with double or triple data entry because of the limitations that exist within our current system. With a clerical staff reduction of 41 %, it is more important than ever to find a way of doing business that will cut unnecessary double data entry out of our current workflows. ONESolution's new system gives us the foundation to allow single data entry for departments and makes optimal use of the latest in scanning technologies to help reduce our dependence on paper. Additionally, our current system does not have the reporting detail needed for most project tracking. As a result, much staff time is spent manually tracking projects or using tedious methods that simply do not satisfy the needs. This new software has much more robust reporting features that will allow project tracking to be done accurately with the reporting available in the system, resulting in no additional data entry needed. This new software will also lay a foundation to enable web -facing services to our customers. This will include the ability to pay for business licenses online, and interface with the permitting and inspection system. Staff Report Approve contract with SUNGard for purchase, installation and training for ONESolution software March 22, 2012 Page 5 of 5 Fiscal Impact License fees are due at contract execution in the amount of $65,700. Implementation services provided by SUNGard, which includes installation, data migration, conversion, and training, is $252,960, resulting in a total for the software and implementation of $318,660. Ongoing yearly licensing costs would average $50,000. This would be a savings from our current yearly maintenance which is $71,000 for software and hardware support. Funds are available in the equipment replacement fund for FY 2012-2013. Submitted by: CITY COUNCIL AC�1 ION A OVF,D - DF.NTF.D.. CI ton Vo If RECEIVED OTHER Information Systems Manager NIEF.T7 DATT O' Approval: all Paul S. Gibson Finance Director / City Treasurer f M. Wohlmuth Manager AYES: NOES:... ABSENT: -1L ABSTAIN: VERIFIED BY: Original on File with City rk's Office ��]Z[tTml+ Ila March 8, 2012 Mr. Clayton Von Helf City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Dear Mr. Von Hel£ Please find enclosed 2 SunGard Public Sector Software License and Services Agreements and 2 SunGard Public Sector Software Maintenance Agreements which have been executed by an authorized SunGard Public Sector representative. Upon your approval, please have them executed, return one to my attention to the address below and retain one for your files. If you have any questions, please call me at 407-304-3047 or your SunGard Public Sector Account Executive, Brian Baker at 530-519-0714 X33428. Sinc ly, Pat Smith Contracts Specialist III Enclosures SunGard Public Sector Inc., 1000 Business Center Drive, Lake Mary, FL 32746 Contract No. C31700 CUSTOMER NO. City of Palm Desert, CA; CONTRACT NO. PLMD-2118LG-120260 SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND City of Palm Desert (for purposes of this Agreement, "Customer") 73-510 Fred Waring Drive Palm Desert, CA 92260 By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules, Appendices, and/or Addenda to this Agreement. The terms and conditions contained in this Agreement, including prices, will be honored as set forth herein, provided the Agreement is fully executed and delivered by April 16, 2012. City of Palm Desert, CA BY: PRINT NAME: PRINT TITLE: DATE SIGNED: SunGard Public Sector Inc. BY: ( :)" ( PRINT NAME Christian Coleman VP and Controller, SunGard Public Sector Inc AND TITLE: DATE SIGNED: g, _rac)1 Page 1 of 11 SPS OneSolution License 10/1/2010 PLMD-2118LG-120260 SPS ONESolution License Contract No. C31700 THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1. Definitions. "Baseline" means the general release version of a Component System as updated to the particular time in question through both SunGard Public Sector's warranty services and SunGard Public Sector's Maintenance Program, but without any other modification whatsoever. "Component System" means any one of the computer software programs which is identified in Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all related specifications, documentation, technical information, and all corrections, modifications, additions, improvements and enhancements to and all Intellectual Property Rights for such Component System. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard Public Sector includes the Software, all software provided with the Software, and algorithms, methods, techniques and processes revealed by the Source Code of the Software and any software provided with the Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; or (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation. "Delivery Address" means the Customer shipping address set forth in Exhibit 1 as the Delivery Address. "Delivery Date" means, for each Component System, the date on which SunGard Public Sector first ships the Component System to the Delivery Address F.O.B. SunGard Public Sector's place of shipment. "Discloser" means the party providing its Confidential Information to the Recipient. "Defect" means a material deviation between the Baseline Component System and its documentation, for which Defect Customer has given SunGard Public Sector enough information to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. "Equipment" means a hardware and systems software configuration meeting the "Equipment" criteria set forth in Exhibit 1. "Exhibit 1" means, collectively: (i) The schedule attached to this Agreement which is marked as "Exhibit 1," including all attached Software Supplements; and (ii) any schedule also marked as "Exhibit 1" (also including any attached Software Supplements) that is attached to any amendment to this Agreement. Other appendices to this Agreement are numbered sequentially and are also "Exhibits." "Intellectual Property Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Software" means the Component Systems listed in Exhibit 1. "Customer Employees" means: (i) Customer's employees with a need to know; and (ii) third party consultants engaged by Customer who have a need to know, who have been pre - approved by SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector -approved non- disclosure agreement. "Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Recipient" means the party receiving Confidential Information of the Discloser. "Software Supplement" means, with respect to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, conditions, limitations and/or other information Page 2 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 pertaining to that Component System. If any terms of a Software Supplement conflicts with any other terms of this Agreement, the terms of the Software Supplement will control. "Source Code" means computer programs written in higher -level programming languages, sometimes accompanied by English language comments and other programmer documentation. 2. Right to Grant License and Ownership. SunGard Public Sector has the right to grant Customer this license to use the Software. Except as otherwise indicated in a Software Supplement, SunGard Public Sector owns the Software. 3. License. Subject to the terms and conditions of this Agreement, SunGard Public Sector grants Customer a perpetual, non-exclusive, non- transferable license to use and copy for use the Software on the Equipment within the United States of America for Customer's own, non- commercial computing operations. Any rights not expressly granted in this Agreement are expressly reserved. (a) Source Code. SunGard Public Sector has placed the Source Code for those SunGard Public Sector -proprietary (as opposed to third party -owned) Component Systems identified in Exhibit 1 in escrow with Iron Mountain Intellectual Property Management ("Iron Mountain") pursuant to a Source Code Escrow Agreement between Iron Mountain and SunGard Public Sector ("Escrow Agreement"). SunGard Public Sector updates such Source Code escrow deposits at least one a calendar year. Such Source Code will only be made available on the release terms of the Escrow Agreement, and only to those SunGard Public Sector licensees that have elected to be named "Preferred Beneficiaries" under the Escrow Agreement by executing a Preferred Beneficiary Acceptance Form and paying Iron Mountain the beneficiary fee specified by Iron Mountain (as of the Execution Date, approximately $700 per year). SunGard Public Sector will provide Licensee with a copy of the Preferred Beneficiary Acceptance Form at Licensee's request. (b) Object Code. Customer has right to use the Software in Object Code form. Customer also has the right to use the Software in Object Code form temporarily on another SunGard Public Sector -supported configuration, for disaster recovery of Customer's computer operations. (c) Documentation. Except as otherwise provided for in the applicable Software Supplement, Customer can make a reasonable number of copies of the documentation for each Component System for its use in accordance with the terms of this Agreement. (d) Restrictions on Use of the Software. Customer is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Software. Customer is prohibited from using the Software to provide service bureau data processing services or to otherwise provide data processing services to third parties. Customer will not allow the Software to be used by, or disclose all or any part of the Software to, any person except Customer Employees. Without limiting the foregoing, Customer is permitted to allow use of the input and/or output sensory displays of or from the Software by third parties on a strict "need to know" basis, and such use will not be deemed a non - permitted disclosure of the Software. Customer will not allow the Software, in whole or in part, to be exported outside of the United States of America, in any manner or by any means, without in each instance obtaining SunGard Public Sector's prior written consent and, if required, a validated export license from the Office of Export Administration within the U.S. Department of Commerce and such other appropriate United States governmental authorities. (e) Intellectual Property Rights Notices. Customer is prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in or that SunGard Public Sector otherwise provides with the Software. Customer must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Customer makes of the Software. 4. Services. (a) Generally. SunGard Public Sector will provide Customer with the information services identified in Exhibit 1, for the fees provided in Exhibit 1. (b) Additional Services. SunGard Public Sector can also provide Customer with additional information services, at SunGard Public Sector's then -current rates, or at such other rates as are agreed to by the parties in an amendment to this Agreement. (c) Workmanlike Skills. SunGard Public Sector will render all services under this Agreement in a professional and workmanlike manner. SunGard Public Sector will promptly Page 3 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 replace any SunGard Public Sector personnel that are rendering services on -site at a Customer facility if Customer reasonably considers the personnel to be unacceptable and provides SunGard Public Sector with notice to that effect, provided that such replacement does not violate any law or governmental regulation applicable to such personnel replacement. (d) Conditions On Providing Services. In each instance in which SunGard Public Sector is providing Customer with services, SunGard Public Sector and Customer will develop a project plan that identifies each party's responsibilities for such services. The project plan will describe in detail the tentative schedule and the scope of services that SunGard Public Sector will provide. Customer will establish the overall project direction, including assigning and managing the Customer's project personnel team. Customer must assign a project manager who will assume responsibility for management of the project. Customer must ensure that the Equipment is operational, accessible and supported at the times agreed to by the parties in the project plan. While SunGard Public Sector is providing such services, Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations, including remote access to the Equipment. 5. Delivery. Except as otherwise provided in Exhibit 1, SunGard Public Sector will deliver all Component Systems to Customer at the Delivery Address. 6. Payment and Taxes. (a) Payment. (i) License Fees. Fees for the Software will be due to SunGard Public Sector as provided for in Exhibit 1. (ii) Professional Services Fees. Except as otherwise provided in Exhibit 1, fees for professional services will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. Customer will reimburse SunGard Public Sector for actual travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Such travel and living expenses will be governed by SunGard Public Sector's Corporate Travel and Expense Reimbursement Policy and will be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of invoice. (iii) Late Charge. SunGard Public Sector will have the right to charge a late fee to the extent that payment is received later than thirty (30) days from the date of invoice. Late fees will be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania plus three percent (3%); and (ii) the highest rate permitted by applicable law, and will be payable to SunGard Public Sector on demand. (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Software, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (c). Scheduled Resource Changes: For training and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. 7. Limited Warranty, Disclaimer of Warranty and Election of Remedies. (a) Limited Software Warranty by SunGard Public Sector and Remedy For Breach. For each Component System, SunGard Public Sector warrants to Customer that, for a period of twelve (12) months after the Delivery Date, the Baseline Component System, as used by Customer on the Equipment for its own, non-commercial computing operations, will operate without Defects. For each Defect, SunGard Public Sector, as soon as reasonably practicable and at its own expense, will provide Customer with an avoidance procedure for or a correction of the Defect. If, despite its reasonable efforts, SunGard Public Sector is unable to provide Customer with an avoidance procedure for or a correction of a Defect, then, Page 4 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 subject to the limitations set forth in Section 16 of this Agreement, Customer may pursue its remedy at law to recover direct damages resulting from the breach of this limited warranty. These remedies are exclusive and are in lieu of all other remedies, and SunGard Public Sector's sole obligations for breach of this limited warranty are contained in this Section 7(a). (b) Disclaimer of Warranty. The limited warranty in Section 7(a) is made to Customer exclusively and is in lieu of all other warranties. SUNGARD PUBLIC SECTOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. CUSTOMER WAIVES ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN SECTION 7(A) OR THE REMEDY FOR BREACH OF SUCH LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. (c) Abrogation of Limited Warranty. The limited warranty in Section 7(a) will be null and void if: (i) anyone (including Customer) other than SunGard Public Sector modifies the Baseline Component System; or (ii) Customer does not implement changes that SunGard Public Sector provides to correct or improve the Baseline Component System. If despite any modification of the Component System, SunGard Public Sector can replicate the reported problem in the Baseline Component System as if the problem were a Defect, then SunGard Public Sector will nonetheless provide Customer with an avoidance procedure for or a correction of that reported problem for use in the Baseline Component System as though the reported problem were a Defect. (d) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTIONS 7 AND 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER CUSTOMER HAS ACCEPTED ANY SOFTWARE OR SERVICE UNDER THIS AGREEMENT. 8. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party, or make any use of the Discloser's Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Software and any software provided with the Software, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient's receipt of that item. However, Customer's obligations to maintain both the Software and any software provided with the Software as confidential will survive in perpetuity. 9. Indemnity by SunGard Public Sector. SunGard Public Sector will defend, indemnify and hold Customer harmless from and against any loss, cost and expense that Customer incurs because of a claim that use of a Baseline Component System infringes any United States copyright of others. SunGard Public Sector's obligations under this indemnification are expressly conditioned on the following: (i) Customer must promptly notify SunGard Public Sector of any such claim; (ii) Customer must in writing grant SunGard Public Sector sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if Customer chooses to represent its own interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Customer must cooperate with SunGard Public Sector to facilitate the settlement or defense of the claim, (iv) the claim must not arise from modifications or (with the express exception of the other Component Systems and third party hardware and software specified by SunGard Public Sector in writing as necessary for use with the Software) from the use or combination of products provided by SunGard Public Sector with items provided by Customer or others. If any Component System is, or in SunGard Public Sector's opinion is likely to become, the subject of a United States copyright Page 5 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 infringement claim, then SunGard Public Sector, at its sole option and expense, will either: (A) obtain for Customer the right to continue using the Component System under the terms of this Agreement; (B) replace the Component System with products that are substantially equivalent in function, or modify the Component System so that it becomes non -infringing and substantially equivalent in function; or (C) refund to Customer the portion of the license fee paid to SunGard Public Sector for the Component System(s) giving rise to the infringement claim, less a charge for use by Customer based on straight line depreciation assuming a useful life of five (5) years. THE FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 10. Term and Termination. (a) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to SunGard Public Sector of a suspected Defect will not constitute a notice of termination of this Agreement. (b) Effect of Termination. Upon termination of this Agreement by either party, Customer will promptly return to SunGard Public Sector or (at SunGard Public Sector's request) will destroy all copies of the Software, and will certify to SunGard Public Sector in writing, over the signature of a duly authorized representative of Customer, that it has done so. (c) Survival of Obligations. All obligations relating to non-use and non -disclosure of Confidential Information and indemnity will survive termination of this Agreement. (d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. 12. Force Maieure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 13. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" will include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following will not be considered "assignments" for purposes of this Agreement: SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and SunGard Public Sector's assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. 14. No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 15. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State of Florida, without Page 6 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 reference to the choice of laws provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 16. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE SOFTWARE, ANY SERVICES, THIS LICENSE OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEE THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR (OR, IF NO DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, THE FEE REASONABLY ASCRIBED BY SUNGARD PUBLIC SECTOR) FOR THE COMPONENT SYSTEM OR SERVICES GIVING RISE TO THE LIABILITY. (b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, 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. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 17. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Page 7 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 EXHIBIT 1 Customer: City of Palm Desert Delivery Address: 73-510 Fred Waring Drive, Palm Desert, CA 92260 SOFTWARE' Qty Part # ONESolution Component System License Fee License Fee Discount Annual Subscription Fee Net Fee Common Suite 1 OS-CRCPT ONESolution Cash Receipts $ 8,800.00 $ (8,800.00) $ 1 OS -LAND ONESolution Land Management 11,400.00 (11,400.00) 0.00 Finance, Suite 1 OS -FIN -AP OS-FIN-BK ONESolution Accounts Payable w/ Bank Reconciliation 12,400.00 (12,400.00) 0.00 1 OS -FIN -AR ONESolution Accounts Receivable 10,600.00 0.00 10,600.00 1 OS -FIN -BD ONESolution Budgeting w/ Budget Item Detail 4,400.00 (4,400.00) 0.00 1 OS -FIN -FA ONESolution Fixed Assets 10,600.00 0.00 10,600.00 1 OS-FIN-GL ONESolution General Ledger 30,000.00 (30,000.00) 0.00 1 OS-FIN-JL ONESolution Job/Project Ledger (included w/ GL) 0.00 0.00 0.00 1 OS -FIN -PO ONESolution Purchasing 15,000.00 (15,000.00) 0.00 1 OS-FIN-SI ONESolution Stores Inventory 14,600.00 (14,600.00) 0.00 Payroll & Human Resources, Suite 1 OS-FIN-HR ONESolution Human Resources 20,700.00 (20,700.00) 0.00 1 OS-PIN-PY ONESolution Payroll 22,900.00 (22,900.00) 0.00 1 OS-FIN-PB ONESolution Position Budgeting 4,400.00 (4,400.00) 0.00 1 OS -FIN -TO ONESolution TimeCard Online (included w/ Payroll) 0.00 0.00 0.00 1 OS-FIN-EO ONESolution Employee Online [EDGE] 10,600.00 0.00 10,600.00 Tools & Utilities, Suite 1 OS-FIN-CDD ONESolution Click, Drag & Drill (CDD) 4,200.00 (4,200.00) 0.00 1 OS -FIN -DO ONESolution Documents Online 12,700.00 (12,700.00) 0.00 1 OS -FIN -ELF ONESolution Easy Laser Forms (ELF) 4,000.00 (4,000.00) 0.00 1 OS -DESKTOP ONESolution Desktop 0.00 0.00 0.00 1 OS-OSEC ONESolution SPSONE Security 0.00 0.00 0.00 Community Development, Suite 1 OS-BPMT ONESolution Building Permits (&Inspections) 34,200.00 (34,200.00) 0.00 1 OS-BAM ONESolution Business Account Management (Licensing) 18,300.00 (18,300.00) 0.00 1 OS-CCMP ONESolution Code Compliance (&Enforcement) 17,100.00 (17,100.00) 0.00 1 OS-PEZ ONESolution Planning & Engineering (Development) 18,300.00 (18,300.00) 0.00 Component Software, & Other Products 1 OS-GCORENV [NaviLine] ONESolution Global Core 4,700.00 0.00 4,700.00 1 OS-FCORENV OS -MKS OS-MFSR [NaviLine] ONESolution Finance Core 16,750.00 0.00 16,750.00 1 OS-BICORENV OS-Q8-1 [NaALine] ONESolution Reporting & BI Core 11,250.00 0.00 11,250.00 1 OS-PACORENV (NaviLine) ONESolution Public Administration Core $ 1,200.00 1,200.00 TOTAL LICENSE FEE $ 317,900.00 1 $ (253,400.00) $ 1,2 00.00 $ 65,700.00 Notes to Software Table: ' Annual Subscription Fee: The initial annual subscription term for the subscription product(s) listed above shall commence on the Execution Date of this Agreement and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for successive one (1) year terms, unless either party gives the other part written notice of non -renewal at least sixty (60) days prior to expiration of the then -current term. The then -current fee will be specified by SunGard Public Sector in an annual invoice to Customer thirty (30) days prior to the expiration of then -current annual period. Page 8 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 SERVICES""': ONESolution Component System Part # Professional Service Fees Project Management InstallRech Support Configuration Mapping Conversion Interfaces Report Development Workflow Development Training Audit Total Service Fees Common Suite ONESolution Cash Receipts OS-CRCPT $ 2,080.00 $ 960.00 $ 3,040.00 ONESolution Land Management OS -LAND 3,200.00 $ 5,250.00 $ 1,040.00 $ 2,200.00 960.00 12,650.00 Finance, Suite ONESolution Accounts Payable w/ Bank Reconciliation OS -FIN -AP OS-FIN-BK 1,280.00 600.00 $ 640.00 640.00 $ 640.00 3,800.00 ONESolution AccountsReceivable OS -FIN -AR 2,560.00 800.00 1,920.00 1,280.00 6,560.00 ONESolution Budgeting w/ Budget Item Detail OS -FIN -BD 640.00 640.00 1,280.00 ONESolution Fixed Assets OS -FIN -FA 960.00 800.00 640.00 640.00 3,040.00 ONESolution General Ledger OS-FIN-GL 7,040.00 9,625.00 3,200.00 3,200.00 $ 1,280.00 $ 1,280.00 2,560.00 1,280.00 29,465.00 ONESolutionJob/Project Ledger (included w/GL) OS-FIN-JL 640.00 640.00 1,280.00 ONESolution Purchasing OS -FIN -PO 640.00 600.00 2,560.00 1,280.00 640.00 5,720.00 ONESolufion Stores Inventory OS-FIN-SI 640.00 600.00 640.00 640.00 2,520.00 Payroll & Human Resources, Suite ONESolution Human Resources OS-FIN-HR 3,200.00 1,200.00 2,560.00 2,560.00 9,520.00 ONESolution Payroll OS-PIN-PY 5,760.00 3,200.00 1,200.00 1,280.00 2,560.00 3,200.00 17,200.00 ONESolution Position Budgeting OS-FIN-PB 640.00 800.00 1,280.00 1,280.00 4,000,00 ONESolution TimeCard Online (included w/ Payroll) OS -FIN -TO 640.00 1,280.00 1,920.00 ONESolution Employee Online [EDGE] OS-FIN-EO 6,400.00 1,280.00 1,280.00 8,960.00 Tools & Utilities, Suite ONESolution Click, Drag & Drill (CDD) OS-FIN-CDD 640.00 640.00 ONESolution Documents Online OS -FIN -DO 1,280.00 640.00 640.00 2,560.00 ONESolutionEasy Laser Forms (ELF) OS -FIN -ELF 2,560.00 640.00 3,200.00 ONESolution Desktop OS -DESKTOP 0.00 ONESolution SPSONE Security OS-OSEC 0.00 Community Development, Suite ONESolution Building Permits (&Inspections) OS-BPMT 2,600.00 520.00 3,120.00 2080.00 5,720.00 6,240.00 20,280.00 ONESolution Business Account Management (Licensin OS-BAM 2,600.00 520.00 3,120.00 2080.00 5,720.00 3,120.00 17,160.00 ONESolution Code Compliance (&Enforcement) OS-CCMP 2,600.00 520.00 3,120.00 2080.00 3,120.00 11,440.00 ONESolution Planning & Engineering (Development) OS-PEZ 2,600.00 520.00 3,120.00 2080.00 6,240.00 6,240.00 20,800.00 Component Software, & Other Products [NaviLine] ONESolution Global Core OS-GCORENV 0.00 [NaviLine] ONESolution Finance Core OS-FCORENV OS -MKS OS-MFSR 0.00 [NaviLine] ONESolution Reporting & 81 Core OS- BICORENV 640.00 640.00 Additional Services Report Writing - Development $ 6,400.00 6,400.05 Additional Configuration 5,120.00 5,120.00 Administration - End UserTraining (on site) 35,840.00 35,840.00 Workflow- Development 11,520.00 11,520.00 Conversion Hours (Fixed Assets and Accounts Receivable) 6,400.00 �$2_1.12101 6,400.00 TOTAL SERVICE FEE $17,920.00 $ 28,480.00 -$16-,95-50-Ot $47,1201 $26,720.00 1 $ 640.00 1 $ 2,660.00 $ 76,320.00 $14,720.00 $ 252,955.00 Notes to Services Table: 1 Pricing is a good faith estimate based on the information available to SunGard Public Sector at the time of execution of this Agreement. The total amount that Customer will pay for these services (i.e., the "TOTAL SERVICES FEE") 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. 2 Travel and living expenses are additional and will be billed monthly as SunGard Public Sector renders the services. Page 9 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700 PAY AGENCY PRODUCTS: NONE SUMMARY OF COSTS Price Component Systems $ 65,700.00 Services 252,955.00 Subscription Fees 1,200.00 Total $ 319,855,00 APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. The amounts noted above shall be payable as follows: License Fee: 50% due upon execution ($32,850), and 50% due July 1, 2012 ($32,850). Installation: On invoice, upon completion. Project Management: On invoice, as incurred. Project Planning Fees: On invoice, as incurred. Training Fees: On invoice, as incurred. Professional Services Fees (includes Configuration Mapping, Report Development, Workflow Development, Interface Service Fees and Audit): On invoice, as incurred. Conversion Fees: On invoice, as incurred. Custom Modification Fees: On invoice, as incurred. Implementation Services Fee: On invoice, as Incurred. Initial Annual Subscription Fees: 100% on the Execution Date EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s) within the United States of America for which SunGard Public Sector supports the Software. Customer acknowledges that certain Component Systems of the Software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the Equipment so that SunGard Public Sector can confirm that it is a configuration on which SunGard Public Sector supports use of the Software. NOTICE: To use any of the Software, Customer must also obtain, Install on the Equipment and maintain SunGard Public Sector -supported versions of certain software products and software/hardware peripherals. By this notice, SunGard Public Sector is advising Customer that Customer should consult with its SunGard Public Sector Professional Services representative to obtain a written listing of such necessary software products and software/hardware peripherals. Number of Software Supplements Attached: 1 Page 10 of 11 SPS OneSolutlon Memo 10l=i() Contract No. C31700 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. Pay 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 Pay 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. Page 11 of 11 SPS OneSolution License 10/1/2010 Contract No. C31700B SOFTWARE MAINTENANCE AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND City of Palm Desert (for purposes of this Agreement, "Customer") 73-510 Fred Waring Drive Palm Desert, CA 92260 By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules, Appendices, and/or Addenda to this Agreement. City of Palm Desert, CA SunGard Public Sector Inc. BY: BY: Christian Coleman PRINT NAME: PRINT NAM E�/P and Controller, SunGard Public Sector Inc AND TITLE: PRINT TITLE: DATE SIGNED: DATE SIGNED: '&, Page 1 of 7 SPS OneSolution Maintenance 10/1/2010 PLMD-2118LG-SPS ONESolutionMaintenance Contract No. C31700B THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution Date. SunGard Public Sector and Customer have entered into a Software License and Services Agreement dated as of the Execution Date (the "License Agreement") for the Software. Customer desires that SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline Software identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for the Custom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement. Accordingly, the parties agree as follows: 1. Incorporation By Reference. Sections 1 (Definitions), 8 (Confidential Information) and 11 through 15, inclusive (Notices, Force Majeure, Assignment, No Waiver and Choice of Law; Severability, respectively) of the License Agreement are incorporated into this Agreement by this reference as fully as if written out below. If any provision incorporated by reference from the License Agreement conflicts with any provision of this Agreement, the provision of this Agreement will control. 2. Additional Definitions. "Contract Year" means, with respect to each Baseline Component System and Custom Modification, each one (1) year period beginning on the Execution Date or the anniversary thereof, and ending one (1) year thereafter. "Custom Modification" means a change that SunGard Public Sector has made at Customer's request to any Component System in accordance with a SunGard Public Sector -generated specification, but without any other changes whatsoever by any person or entity. Each Custom Modification for which SunGard Public Sector will provide Customer with Improvements is identified in Exhibit 1. "Defect" has the meaning ascribed to that term in the License Agreement, and further, with regard to each Custom Modification, means a material deviation between the Custom Modification and the SunGard Public Sector -generated specification and documentation for such Custom Modification, and for which Defect Customer has given SunGard Public Sector enough information to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under SunGard Public Sector's control. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question. "Improvements" means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement. "Maintenance" means using reasonable efforts to provide Customer with avoidance procedures for or corrections of Defects. The hours during which Maintenance will be provided for each Component System, the targeted response times for certain defined categories of Maintenance calls for each Component System and Custom Modification, and other details and procedures (collectively, the "Maintenance Standards") relating to the provision of Maintenance for each Component System and Custom Modification are described in attached Exhibit 2. "New Releases" means new editions of a Baseline Component System or Custom Modification, as applicable. "Notification" means a communication to SunGard Public Sector's help desk by means of: (i) SunGard Public Sector's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with SunGard Public Sector's then -current policies and procedures for submitting such communications. 3. Services. (a) Types of Services. During the term of this Agreement, SunGard Public Sector will provide Customer with Maintenance for, Enhancements of, and New Releases of each Baseline Component System and each Custom Modification identified in Exhibit 1. Page 2 of 7 SPS OneSolution Maintenance 10/1/2010 PLMD-2118LG-SPS ONESolutionMaintenance Contract No. C31700B (b) Limitations. All Improvements will be part of the applicable Baseline Component System/Custom Modification, and will be subject to all of the terms and conditions of the License Agreement and this Agreement. Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations under this Agreement, including remote access to the Equipment. 4. Payment and Taxes. (a) Maintenance Fees. For the Improvements, Customer will pay SunGard Public Sector the amount provided for in Exhibit 1 as the "Payment Amount" for the first Contract Year. For each Contract Year subsequent to the initial Contract Year, SunGard Public Sector reserves the right to increase the Improvements fees. Fees for Improvements for a Baseline Component System/Custom Modification are due on the first day of the first month of the Contract Year for that Baseline Component System/Custom Modification. (b) Additional Costs. Customer will also reimburse SunGard Public Sector for actual travel and living expenses that SunGard Public Sector incurs in providing Customer with Improvements under this Agreement, with reimbursement to be on an as -incurred basis. Such travel and living expenses will be governed by SunGard Public Sector's Corporate Travel and Expense Reimbursement Policy, will be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of invoice. Customer will also reimburse SunGard Public Sector for all charges incurred in connection with accessing Equipment. (c) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (d) Late Charges. Customer will pay each SunGard Public Sector invoice by no later than thirty (30) days after receipt. Late payments are subject to a late charge equal to the lesser of: (i) the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania plus three percent (3%); or (ii) the highest rate permitted by applicable law. 5. Term. This Agreement will remain in full force and effect throughout the initial Contract Year. After the initial Contract Year, this Agreement will renew for an additional Contract Year unless, at least six (6) months prior to the expiration of the initial Contract Year, Customer notifies SunGard Public Sector in writing of Customer's intent not to renew the Agreement for the second Contract Year. After the second Contract Year, this Agreement will automatically be extended for consecutive Contract Years on a year-to-year basis unless either party notifies the other in writing of its intent not to extend this Agreement for any particular Baseline Component System/Custom Modification at least six (6) months prior to the expiration of the then -current Contract Year. 6. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE COMPONENT SYSTEM OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN SUNGARD PUBLIC SECTOR, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. 7. Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking Page 3 of 7 SPS OneSolution Maintenance 10/1/2010 PLMD-2118LG-SPS ONESolutionMaintenance Contract No. C31700B termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, then the party seeking to terminate this Agreement can effect such termination by providing the other party with a termination notice that specifies the effective date of such termination. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 8. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. (b) EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, 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. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Page 4 of 7 SPS OneSolution Maintenance 10/1/2010 PLMD-2118LG-SPS ONESolutionMaintenance Contract No. C31700B EXHIBIT 1 Customer: City of Palm Desert, CA COMMENCEMENT DATE: June 1, 2012 CONTRACT YEAR: The Initial Contract Term (Commencement Date) of this Agreement shall be from June 1, 2012 through May 31, 2013 ("Initial Term") to be paid annually per the below fees. Each subsequent Contract Year begins on the anniversary of the Commencement Date. Thereafter, this Agreement can be renewed for successive one (1) year terms by payment of the then -current annual Support Services Fee. Qty Part # Component System Initial Payment Amount Common Suite 1 OS-CRCPT ONESolution Cash Receipts $ 1,410.00 1 OS -LAND ONESolution Land Management 1,820.00 Finance, Suite 1 OS -FIN -AP OS-FIN-BK ONESolution Accounts Payable w/ Bank Reconciliation 1,980.00 1 OS -FIN -AR ONESolution Accounts Receivable 1,700.00 1 OS -FIN -BD ONESolution Budgeting w/ Budget Item Detail 700.00 1 OS -FIN -FA ONESolution Fixed Assets 1,700.00 1 OS-FIN-GL ONESolution General Ledger 4,800.00 1 OS-FIN-JL ONESolution Job/Project Ledger (included w/ GL) 0.00 1 OS -FIN -PO ONESolution Purchasing 2,400.00 1 OS-FIN-SI ONESolution Stores Inventory 2,340.00 Payroll & Human Resources, Suite 1 OS-FIN-HR ONESolution Human Resources 3,310.00 1 OS-PIN-PY ONESolution Payroll 3,660.00 1 OS-FIN-PB ONESolution Position Budgeting 700.00 1 OS -FIN -TO ONESolution TimeCard Online (included w/ Payroll) 0.00 1 OS-FIN-EO ONESolution Employee Online [EDGE] 1,700.00 Tools & Utilities, Suite 1 OS-FIN-CDD ONESolution Click, Drag & Drill (CDD) 670.00 1 OS -FIN -DO ONESolution Documents Online 0.00 1 OS -FIN -ELF ONESolution Easy Laser Forms (ELF) 640.00 1 OS -DESKTOP ONESolution Desktop 0.00 1 OS-OSEC ONESolution SPSONE Security 0.00 Community Development, Suite 1 OS-BPMT ONESolution Building Permits (&Inspections) 5,470.00 1 OS-BAM ONESolution Business Account Management (Licensing 2,930.00 1 OS-CCMP ONESolution Code Compliance (&Enforcement) 2,740.00 1 OS-PEZ ONESolution Planning & Engineering (Development) 2,930.00 Component Software, & Other Products 1 OS-GCORENV [NaviLine] ONESolution Global Core 970.00 1 OS-FCORENV OS -MKS OS-MFSR [NaviLine] ONESolution Finance Core 3,350.00 1 OS-BICORENV OS-Q8-1 [NaviLine] ONESolution Reporting & BI Core 2,250.00 1 OS-PACORENV (Navil-ine) ONESolution Public Administration Core 1,200.00 PAYMENT AMOUNT $ 51,370.00 Page 5 of 7 SPS OneSolution License 10/1/2010 Contract No. C31700B Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted Improvement fees for any Contract Year subsequent to the second full Contract Year are subject to change and will be specified by SunGard Public Sector in an annual invoice. APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. NOTE: Customer and SunGard Public Sector are parties to a separate written agreement ("Legacy Agreement") under which SunGard Public Sector is providing Customer with maintenance and support services for SunGard Public Sector's HTE brand software system ("Legacy Software"). SunGard Public Sector will continue to provide Customer with maintenance and support services for the Legacy Software in accordance with the terms of and for the fees specified in the Legacy Agreement through the expiration of the one year period that is in effect as of the Execution Date ("Current Legacy Period"). The day of expiration of the Current Legacy Period will be the "Commencement Date" for purposes of this Agreement. Customer's maintenance subscription for the Legacy Software will not renew under the Legacy Agreement for any period after the expiration of the Current Legacy Period. If, during the time in question, Customer is paying for and receiving Improvements for the Baseline Component Systems identified above under this Agreement, then, at the expiration of the Current Legacy Period, SunGard Public Sector will also provide Customer with Defect corrections and avoidance procedures (but not with New Releases of and Enhancements) for the Legacy Software pursuant to this Agreement, at no additional fee, until the earlier of: (a) three (3) years following the expiration of the Current Legacy Period; or (b) the date that Customer begins using all of the Component Systems identified in the table above in a production mode. For the period from the Execution Date through the Commencement Date, SunGard Public Sector will provide Customer with Improvements for the Baseline Component Systems and Baseline Customizations identified in the table above in consideration of Customer's payment of the maintenance and support fees for the Legacy Software through the expiration of the Current Legacy Period. The Legacy Software is defined as follows: Legacy Software Navi - Building Permits - BP Navi - Code Enforcement - CE Navi - Cash Receipts - CR Navi - GMBA/Extended Reporting - GM/ER Navi - Land/Parcel Management - LX Navi - Occupational Licenses - OL Navi - Purchasing Inventory - PI Navi - Payroll/Personnel - PR Navi - Document Management Services - DX Human Resources - HR Navi - Planning/Engineering - PZ QRep Catalog (BP,CE, CR, GM,LXOL,PZ,HR) - CJ Retrofit Modifications (55) *Notwithstanding anything to the contrary, Customer shall continue to be responsible for payment of charges associated with third party products (QRep Web Anonymous, VeriSign Digital Certificate, ACOM) until receipt of effective written notice of termination for the subsequent term. Third Party` QRep Administrator (1 user) - CG QRep End User (9 user) - CG Page 6 of 7 SPS OneSolution License 10/1/2010 Contract No. C31700B EXHIBIT 2 Maintenance Standards Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are Monday through Friday, 7:00 A.M. to 6:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5xl1"). It. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Baseline Component Systems/Custom Modifications identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support" hour occurring after SunGard Public Sector's receipt of the Notification: Priority Description Response Goal* Resolution Goal* Urgent A support issue shall be considered Urgent when it SunGard Public Sector Although resolution 1 produces a Total System Failure; meaning SunGard has a stated goal to times vary depending on Public Sector's Component Systems are not performing respond within 60 the exact issue and a process that has caused a complete work stoppage. minutes of the issue customer environment, being reported and have SunGard Public Sector a resolution plan within has a stated goal to 24 hours. resolve an urgent issue within 24 hours OR Critical A support issue shall be considered Critical when a SunGard Public Sector 2 critical failure in operations occurs; meaning SunGard has a stated goal to provide a resolution Public Sector's Component Systems are not performing respond within two plan with urgent issues a critical process and prevents the continuation of basic hours of the issue being within 24 hours of the operations. Critical problems do not have a reported. issue being reported. workaround. This classification does not apply to intermittent problems. A resolution plan details the steps necessary to Non- A support issue shall be considered Non -Critical when SunGard Public Sector Critical a non critical failure in operations occurs; meaning has a stated goal to understand and possibly 3 SunGard Public Sector's Component Systems are not respond within four resolve the issue. performing non -critical processes, but the system is still hours of the issue being usable for its intended purpose or there is a reported. workaround. Minor A support issue will be considered Minor when the SunGard Public Sector 4 issue causes minor disruptions in the way tasks are has a stated goal to performed, but does not affect workflow or operations. respond within 24 This may include cosmetic issues, general questions, hours of the issue being and how to use certain features of the system. reported. * Measured from the moment a Case number is created. As used herein a "Case number" is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer. Page 7 of 7 SPS OneSolution License 10/1/2010