The URL can be used to link to this page

R02-080RESOLUTION R 02- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH SUNGARD RECOVERY SERVICES, FOR THE DISASTER RECOVERY PLAN OF THE CITY'S INFORMATION TECHNOLOGY INFRASTRUCTURE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, to ensure the City is able to recover at time of a 'najor disaster it's critical hardware, software, applications and network system, the City must create and maintain a Disaster Recovery Plan. In ~he event of a major disaster, the city is at risk of losing it's Information ]"echnology (IT) infrastructure; and WHEREAS, the City is at risk for loss of revenue, city's financials, billing, payroll, accounts receivable and police dispatch in the ~vent of a major disaster; and WHEREAS, with the constant dependency the City has upon the information sent and processed through the IT infrastructure, it is vital to have a Hot-Site agreement in place with a National vendor who can ~rovide the shipment of critical equipment to the city via overnight and mobile means and fully furnish work positions for critical personnel both at the mobile data center and Hot-Site. WHEREAS, Sungard Recovery Services is the only National ~rovider with a hot site in the State of Florida; and WHEREAS, the City Commission, upon recommendation of staff ~as determined that it is in the best interests of the citizens and employees of the City to enter into an Agreement with Sungard Recovery Services for the Disaster Recovery Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMIVIISSlON OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission olf the City of Boynton Beach, Florida does hereby authorize and direct lhe Mayor and City Clerk to lexecute an Agreement between the City df Boynton Beach, Florida and Sungard Recovery Services for the disaster recovery service, a copy of said Agreement being attached hereto as EXhibit "A". Section 2. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED 's~ day of May, 2002. CITY OF BOYI~ ;EACH, FLORIDA Mayor City (Corporate Seal) ~ ~ll ×~3~0~ NTo/V' S:ca/reso/agreern~e~ts~un~a~.d Recovery Servi, ¢o ,., {~o m rr~ ~i°! SunGard Recovery Services ~LP 2520 Northwinds Parkway Suite 250 Alpharetta, GA 30004 (678 (678 624-3333 Tel 867-7397 Fax June 24, 2002 John McNally City of Boynton Beach 100 East Boynton Beach Blvd. Boynton Beach, FL 33425 Dear John: Thank you for your confidence in selecting SunGard as your disaster recovery provider. Enclosed is your fully executed copy of the SunGard Recovery Services Agreement, Schedule A and Addendum, governed by Recovery Services Agreement dated April 1, 2002 for your AS/400, Mobile Workgroup, PC LAN, and Workgroup configurations. These capabilities were made available to you on June 1, 2002. If you would like to schedule a test, please call (800) 541-TEST. This number, as well as the Disaster Declaration number, can be found on your enclosed Quick Reference Card. Should you have any questions, please contact me at (678) 624-3325. Once again, thank you for choosing SunGard. Administrative Assistant SUNGARD www. sungard.com RECOVERY SERVICES AGREEMENT BETWEEN SUNGARD RECOVERY SERVICES LP a Pennsylvania limited partnership ("SunGard") AND City of Boynton Beach corporation ("Subscriber") DATED April 1 20 02 ~,~ TO FORM: ~ I~l'~' AI'i'ORI~IL=at, L- By the signatures of their duly authorized representatives below, SunGard and Subscriber, intending to be legally bound, agree to all of the provisions of this Agreement. SUNGARD RECOVERY SERVICES LP By: v --~,_. . ~_7~"~-~ Print: WILLIAM H. BARON SR. VICE PRESIDENT Print ~tle: Date Signed: A. RECOVERY SERVICES. Each Schedule to this Agreement specifies a Subscriber location ("Location"), the recovery services to be provided by SunGard to Subscriber for that Location ("Recovery Services"), the fees to be paid by Subscriber to SunGard for those services, and any other applicable terms. Each Schedule may be signed by Subscriber or any of its subsidiaries or affiliates, and such signer shall be deemed to be "Subscriber" for purposes of that Schedule, provided that the original Subscriber named above shall be jointly and severally liable with such subsidiaries and affiliates for the performance of all obligations under such Schedule. Each Schedule represents a separate contract that incorporates and is governed by all of the terms of this Agreement. 1. DISASTER. A "Disaster" is any unplanned event or condition that ren- Disaster by having one of its designated representatives give notice to ders Subscriber unable to use a Location for its intended computer process- SunGard stating that a Disaster occurred, identifying the affected Location, lng and related purposes. By s~gning a Schedule or any Addendum to a and specifying which Recovery Services Subscriber believes will be Schedule, Subscriber warrants that the Location specified in that Schedule required SunGard will then follow Subscriber's reasonable declaration pro- is not at that time experiencing a Disaster. Subscriber may declare a cedures as provided to SunGard in the Disaster Declaration Authority form. THE TERMS OF THIS AGREEMENT ARE CONFIDENTIAL 2. SELECTED SERVICES. Whenever Subscriber declares a Disaster, the Recovery Services to be provided by SunGard to Subscriber sh all be the fol- lowing services which were selected by Subscriber in the applicable Schedule: (a) Center-Based Recovery Services. Immed rate and exclusive use of the services described below ("Center-Based Recovery Services"), which Subscriber may use during the period of tim e stated below, provided at a SunGard facility: (i) Hotsite. Ar installed, fully operational computer system and net- working capability ('Hotsite" , equal to or better than (in all material respects including equipment quality and p[ocessing capacity) the Hotsite Configuration described in the Schedule, which Subscriber may use for six weeks. (ii) Coldsite. Environmentally prepared computer space ("Coldsite"~, properly equipped to facilitate the installation of a computer system comparable to the Hotsite Co~figuration, which Subscriber may use for six months. (iii) Office Space. An adequate and reasonable amount of office space in the same facility where the Hotsite or Coldsite is located, properly equipped to facilitate the installation of terminals, which Subscriber may use to operate that Hotsite or Coldsite. (iv) Work Group Space. An adequate and reasonable amoun[ of office space, properly equipped to accommodate the Work Group Configuration described in the Schedule, which Subscriber may use for six weeks. (v) MegaVoicesm SunGard's voice communications backup service for the number of communications ports stated in the Schedule, which Subscriber may use for six weeks. (b) Mobile Recovery Services, Immediate and exclusive use of the serv- ices described below ("Mobile Recovery Services"), which Subscriber may use for the duration of a Disaster: (i) Replacement Recovery System. A fully operational, relocatable computer system and networking capability ("Replacement Recovery System"), equal to or better than (in all material respects including equipment quality and processing capacity) the Mobile Configuration described in the Schedule, to be provided to Subscriber by one of the following methods at Subscriber's option: a. Primary Recovery Facility. Access to the Replacement Recovery System at a SunGard facility where it is then installed. b, Alternate Recovery Facility. Delivery of the Replacement Recovery System to a SunGard facility where it may be accom- modated, within 48 hours after SunGard receives the Disaster declaration notice. c. Mobile Data Center. Delivery of a properly equipped vehicle housing the Replacement Recovery System to a destination in the continental United States requested by Subscriber, within 48 hours after SunGard receives the Disaster declaration notice. d. Subscriber Facility. Delivery of the Replacement Recovery System to a pfc perly equipped facility located in the continen- tal United States requested by Subscriber, within 48 hours after SunGard receives the Disaster declaration notice. (ii) Computer Space. Environmentally prepared computer space ("Computer Space"), properly equipped to facilitate the installation of a computer system comparable to the Mobile Configuration, to be provided to Subscriber by one of the following methods at Subscriber's option: a. SunGard Facility. Access to the Computer Space at a SunGard facility where the Replacement Recovery System may be accommodated. b, Mobile Coldsite. Delivery of a properly equipped vehicle hous- ing the Computer Space to a destination in the continental United States requested by Subscriber, within 48 hours after SunGard receives the Disaster declaration notice. (iii) Supplemental Office Space. An adequate and reasonable amount of office space in the same SunGard facility where the Replacement Recovery System or Computer Space is located, prop- erly equipped to facilitate the installation of terminals, which Subscriber may use to operate that Replacement Recovery System or Corn purer Space. (iv) Mobile Work Group Space. SunGard wil commence the delivery of a vehicle properly equipped to accommodate the Mobile Work Group Configuration described in the Schedule, to a destina- tion in the continental United States requested by Subsi:riber, within 24 hours after SunGard receives the Disaster declaration notice, (v) Quick Ship Equipment. Delivery of equipment equal to or better than (in all material respects including equipment quality and pro- cessing capacity) the Quick Ship Equipment described in the Schedule, to a properly equipped facility in the continental United States requested by Subscriber, within 48 hours after SunGard receives the Disaster declaration notice. 3. EXTENDED USE. During a Disaster, Subscriber may continue to use the Center-Based Recovery Services beyond the periods stated in Section A2(al, provided that this extended use shall be subject to immediate termination if and when any other subscriber declares a disaster, 4. COMPREHENSIVE RECOVERY SUPPORT. Whenever Subscriber uses Recovery Services during a Disaster, SunGard's Support Staff (consisting of operations, communications, security, transportation, systems software and customer support personnel, as a~propriate) shall provide comprehen- sive support to Subscriber on a 24-h°ur-a-day 7-day-a-week basis, as need- ed. To facilitate Subscriber's use of the Recovery Services during a Disaster, SunGard's Support Staff shall assist Subscriber in pre-testing Subscriber's operating systems, network control programs and communications circuits. During a Disaster, SunGard's Support Staff also shall assist Subscriber ir contacting vendors and in obtaining and installing additional or replacement equipment. 5. TESTS. Promptly after execution of this Agreement, SunGard shall either notify Subscriber of available times to schedule a training workshop at a SunGard facility or provide instructions to Subscril~er to conduc~ a comput- er based training workshop. Subscriber may use certain Recovery Services to test its disaster recovery capability ("Test") for the number of Test Periods stated in the applicable Schedule. Each Test Period entitles Subscriber to eight (8) hours of consecutive test time per contract year at a designated SunGard facility, on a non-cumulative basis. During each Test, SunGard's Support Staff shall provide reasonable supplies and support to Subscriber as needed, subject to availability. In order for SunGard to provide support to Subscriber for a scheduled Test, all Test plans must be provided to SunGard at least three (3) weeks prior to the Test date. Upon receipt of Subscriber's Test plan, SunGard w then assign a SunGard technical coordinator to review S~bscriber's Test plan and act as project manager to coordinate Test support activities. Tests shall be scheduled at least four (4) months in advance and availability is on a 24-hour-a-day, 7-day-a-week basis. All Tests shall be subject to immediate cancellation or termination, and shall be rescheduled as soon as possible, if and when any other subscriber declares a disaster and requests use of the Recovery Services being tested 6. E-TESTING SERVICES. Subscriber may, at its option, elect to partici pate in SunGard's Online Test Plan Submission system ("E-Testing Program"). The Program allows Subscriber to complete and submit Test plans online for any schedu ed Test. Subscriber shall use the Program only for its own inter- nai purposes in testing its disaster recovery configuration with SunGard. Periodically, in its sole discretion, SunGard may change or discontinue the Program. SunGard shal not be riable for any damages incurred by Subscriber as a result of Subscriber's access to, use of, or downloading of any information or data contained in the web pages of the Program, includ- ing damages caused by any viruses. 7. SOFTVVARE. All systems and utility software which SunGard has installed on the equipment used to provide the Recovery Services may be used by Subscriber during a Disaster or a Test. 8. TECHNOLOGY EXCHANGE. Upon Subscriber's request, SunGard will provide a list of computer and communications equipment that is then cur- rently available to enhance the Hotsite Configuration or Mobile Configuration. Subscriber may exchange certain components of its config- uration for hardware representing newer technology, by giwng written notice to SunGard and signing an appropriate Addendum to the applicable Schedule. Upon the effective date of this exchange, the Monthly or Annual Fees due under that Schedule may increase by an amount reasonably deter- mined by SunGard, based upon the difference between (a) SunGard's then prevailing Monthly or Annual Fees for the new hardware selected, and (b) an allocated portion of the prior Monthly or Annual Fees covering the compo- nents that were replaced. 9. ACCOUNT EXECUTIVE. SunGard shall assign an Acco.unt Executive [o Subscriber to assist in monitoring the continued viability of Subscriber's dis- aster recovery capability and to facilitate ongoing communications between Subscriber and SunGard. 10. HOTMNE. SunGard shall maintain a toll-free customer support tele- phone service, on a 24-hour-a-day, 7-day-a-week basis, which Subscriber may use as needed. Il. USER'S GUIDES. Subscriber shall receive SunGard's current User's Guides for the Recovery Services and all applicable updates an(~ revisions, as and when issued, B. MAINTEN~,NCE AND USE OF RECOVERY RESOURCES. The terms of this Section B are intended to ensure that the facilities and equipment used by SunGard to provide the Recovery Services {"Recovery Resources") are properly maintained anc~ usaa, and to protect the respective interests of the parties in using the Recovery Resources. 1. MAINTENANCE. SunGard shall maintain vendor-specified proper oper- ating environments at its facilities and in its vehicles used to provide the Recovery Services. SunGard shal adhere to vendor-recommended proce- dures and policies for proper maintenance of the Recovery Resources, including necessary remedia maintenance and regularly scheduled preven- tive maintenance. SunGard warrants to Subscriber that the Recovery Resources shall be maintained in a state of readiness at all times, consistent with SunGard's obligations under this Agreement. 2. SIGNIFICANT CHANGES. SunGard ma,/change the Recovery Resources and shall give written notice to Subscriber at least 60 days before making any s~gnificant change that might substantially and adversely impact Subscriber. Subscriber shall then have an adequate and reasonable number of free additional Test Periods to Test the affected Recovery Services. If, in Subscriber's reasonable judgment, any such change substantially and adversely impacts Subscriber to the extent that Subscriber cannot use the affected Recovery Services, then SubScriber may terminate the affected Recovery Services by giving written notice to SunGard within ten days after Subscriber first uses the affected Recovery Services for either a Disaster or Test. 3. AUDITS. At any time except when the Recovery Resources are being used during a disaster or a confidential test, Subscriber may, at its expense, audit the Recovery Resources to verify SunGard's compliance with this Agreement. SunGard also shall permit any regulatory authority having jurisdiction over Subscriber to inspect the Recovery Resources. SunGard shall, at its expense, have the Recovery Resources annua ly reviewed by an independent third-party auditor, whose reports shall be furnished to Subscriber upon request. 4. STANDARD PROCEDURES. SunGard shall maintain reasonable and uni- form policies regarding security, safety, scheduling, operations and other procedures for accessing and using the Recovery Resources during disas- ters and tests. These policies may appear in SunGard's User's Guides and in other written documents provided by SunGard to its subscribers from time to time. Both SunGard and Subscriber shall comply with these policies in all material respects and shall use all Recovery Resources in accordance with manufacturer specifications. Policies for tests include advance sched- uling and cancellation requirements. Any Test Period(s) cancelled by Subscriber less than 45 days before the scheduled date will be applied against Subscriber's annual allotment of Test Periods unless SunGard is able To reschedule the cancelled Test Periodls) with another subscriber. 5. SPECIAL PROCEDURES. If Subscriber gives written notice to SunGard describing any special data protection or other security procedures used by Subscriber, then SunGard shall use commercially reasonable efforts to help implement those procedures whenever Subscriber is using the Recovery Resources. Subscriber shall ce responsible for any additional expenses rea- sonably incurred by SunGard in implementing Subscriber's special proce- dures. 6. MOBILE RESOURCES. Title to all of the Recovery Resources used to pro- vide Mobile Recovery Services ("Mobile Resources"), wherever located, shall remain in SunGard or its supplier, except for any Quick Ship Equipment as to which Subscriber properly exercises its purchase option, if any, described in the applicable Schedule. With respect to any Mobile Resources for which the destination is not a SunGard facility, (a) Subscriber shall obtain or provide, at Subscriber's expense, all permits, landlord consents and other authorizations, and all communications, power and other utility lines and equipment, needed to possess, locate or use the Mobile Resources at that destination, (b) Subscriber shall be responsible for the security of the Mobile Resources at that destination, (c) Subscriber shall not relocate the Mobile Resources without SunGard's prior written consent which will not be unrea- sonably withheld, (d) when Subscriber's use or right to use the Mobile Resources during a Disaster or Test ends, Subscriber shall comply with SunGard's return delivery or shipment instructions, and (e) if the Mobile Resources do not include a SunGard vehicle, then Subscriber shall provide a proper operating environment for the Mobile Resources, If any Mobile Resources are provided by a third party under contract with SunGard and that contract is terminated, then SunGard will use commercially reasonable efforts to replace the Mobile Resources. If SunGard is unable to replace the Mobile ReSources, then SunGard may terminate the applicable Recovery Services upon 90 days prior written notice to Subscriber, 7. REMARKETED EQUIPMENT, SunGard may terminate the Recovery Services for any items designated in a Schedule as "Remarketed Equipment" (equipment owned by another SunGard subscriber) upon 30 days prior written notice to Subscriber. C. MULTIPLE DISASTER. Subscriber's rights of immediate and exclusive use of the Recovery Services, as provided in Section A2~ shall be subject to the pos- sibilit-y that one or more other subscribers ("other affected subscribers") could declare a disaster at the same time as (or before or after) Subscriber and require use of the same Recovery Resources at the same time as Subscriber ["Multi pie Disaster"). The following provisions are intended to avoid or mini- mize contention for Recovery Resources during Multiple Disasters. 1. PRIORITY RESOURCES AND SHARED RESOURCES. All Recovery Resources shall be available on a priority use basis ("Priority Resources") except for those designated by SunGard as available on a shared use basis ("Shared Resources"). SunGard's designations of Shared Resources shall be made in its reasonable discretion and shall be subject to change without notice. 2. ACCESS AND USE PROCEDURES. Access to and use of Recovery Resources during disasters shall depend upon whether the Recovery Resources are Priority Resources or Shared Resources and, with respect to Priority Resources, the order in which disasters are declared. SunGard shall maintain records of its receipt of disaster declarations, which shall be the exclusive basis for determining the order in which disasters are declared. (a) Subscriber shall have priority rights of access to and use of applica- ble Priority Resources that are not then being used by other affected subscribers who previously declared disasters. Use of such Priority Resources is e×clu Rive for as long as Subscriber is entitled to use them under Section A2, (b) Subscriber and all other affected subscribers shall have equal rights of access to and use of applicable Shared Resources, irrespective of the order in which disasters occur or are declared. Use of Shared Resources may be exclusive at times, but remains subject to the possi- ble need for shared or allocated use with other affected subscribers. (c) If applicable Priority Resources and applicable Shared Resources are both available, Subscriber may choose which type to use. {d) Subscriber shall cooperate with SunGard and all other affected sub- scribers as reasonably required under the circumstances, including to coordinate the efficient use of Recovery Resources, to avoid or mini- mize the need for shared or allocated use of Shared Resources, and to implement any necessary plans for shared or allocated use of Shared Resources. (e) If a Multiple Disaster is widespread or extreme, then, notwithstand- ing the foregoing provisions, SunGard may implement emergency pro- cedures that are necessary, in SunGard's reasonable judgment, to allo- cate Recovery Resources in order to satisfy the critical needs of affect- ed subscribers, applicable national security interests and corn parable concerns. 3. MULTIPLE DISASTER PROTECTION. To lower the probability of a Multiple Disaster, SunGard shall comply with the following terms: (a) No other subscriber shall be granted any greater rights of access to or use of the Recovery Resources than are granted to Subscriber under this Agreement. (b) No agreement to provide use of any Recovery Resources shall be entered into at a time when the subscriber location to be serviced is then currently experiencing a disaster. For Center-Based Recovery Services, SunGard also shall comply with the following: (c) To discourage unnecessary disaster declarations, Disaster Declara- tion Fees, as provided in the Schedules, shall be charged whenever a subscriber declares a disaster. (d) To discourage unnecessary use of the Recovery Resources, Daily Usage Fees, as provided in the Schedules, shall be charged for use of the Recovery Resources other than for tests. 4, CRISIS MANAGEMENT. Whenever SunGard learns of an approaching storm or other situation that might cause a Multiple Disaster, SunGard shall monitor the situation and use commercially reasonable efforts to coordinate contingency plans with all ootentially affected subscribers. D. OTHER TERMS 1. CONTRACT TERM. This Agreement shall continue in effect for so long as there is a Schedule in effect. The term of a Schedule, and Subscriber's rights to use the Recovery Services selected on that Schedule, shall begin on the Commencement Date and continue in effect for the Agreed:Term stated in that Schedule. Thereafter. that Schedule shall autom atically renew for suc- cessive renewal terms of equal duration to the Agreed Term, unless either party gives written notice of termination to the other at least six months before the end of the then current term. Subscriber act(nowledges that SunGar:d requires this advance notice due to the substantial, long-term equipment and facilities commitments SunGard makes in reliance upon its subscriber contracts. This Agreement and each Schedule is a non-cancelable contract that may be terminated only in accordance with its express terms. 2. FEES AND EXPENSES. All Monthly or Annual Fees shall be invoiced by SunGard in advance. All other fees, and any out-of-pocket expenses reason- ably incurred by SunGard on behalf of Subscriber and with prior authoriza- tion, shall be invoiced by SunGard as and when incurred. Subscriber's pay- merits shall be due within 30 days after receipt of invoice. For any amount not paid when due, Subscriber will pay interest at the lesser of fifteen per- cent (15%) per annum or the maximum amount permitted by law. If Subscriber fails to cure a material breach of its payment obligations within the cure period specified in Sect on D.6, then SunGard r~ay accelerate Subscriber's obligation to pay all remaining Monthly or Annual Fees, and Subscriber shall pay all collect on costs. Subscriber shall be responsible for (a) any applicable Disaster Fees as ind cared on a Schedule, (b) a commu- nications and similar third party Charges resulting from Subscriber's use of the Recovery Resources, (C) all power, ~ue and other ut lity charges resulting from Subscriber's use of the Re~;overy Resources, except the n rial six weeks of Hotsite use and except for Tests, (d) all coSts associated with the trans- portation, delivery, operation and ongoing support of Mobile Resources used by Subscriber, (e) a costs associated With the insta ation and de- installation of Mobile Resources used by Subscriber at non-SunGard Ioca- tions, and (f) any sales, use, excise or comparab e taxes assessed or imposed upon the services provided or the amounts charged under this Agreement. Beginning one year after the Commencement Date of a Schedule, SunGard may increase all fees chargeable under that Schedule by up to 8% per contract Year, by giving Subscriber at least 90 days prior writL ten notice. 3. CONFIDENTIALITY. All information disclosed by one party to the other in connection with this Agreement shall be treated as confidential information unless it is or becomes publicly available through no fault of the other party, is already known to the other party, or is later rightfully obtained by the other party from independent sources. Each party's confidential information shall be held in strict confidence by the other party, using the same standard of care as it uses to protect its own confidential information, and shall not be used or disclosed by the other party for any purpose except as necessary to implement or perform this Agreement. Without limiting the genera ty of the foregoing, such confidential information includes (a) Subscr bar's data and software, and the details of Subscriber's corn puter operations and recovery procedures, which include trade secrets of Subscriber, (b).SunGard's phys - cai security systems, access control systems, specialized recovery equip- ment and techniques, pricing and User's Guides, and SunGard's E-Testing Prog ram and web pages, which include trade secrets of SunGard, and (c)) the terms of this Agreement. This Section D3 may be enforced by injunction. 4. LIABILITY AND INDEMNIFICATION, Each party ("liable party") shall be fully liable to the other party for any direct damages caused by any breach of contract, negligence or willful misconduct of the liable party (or any of its employees or agents) in connection with the use of the Recovery:Resources or any other matter relating to this Agreement. The liable party shall indem- nify and hold harmless the other party (and its affiliates and their respective employees and agents) against any c a ms, actions, damages, losses or lia- bilities to the extent arising from any such breach of contract, neg igence or willful misconduct of the liable party (or any of its emp °yees or agents). Notwithstanding the foregoing: (a) SunGard shall have no liability for any of Subscriber's tangible property located at a SunGard facility or in a SunGard vehicle, except for any direct :damages caused by SunGard's negligence or willful misconduct; (b) if Subscriber's data or software is damaged as a result of SunGard's negligence, then SunGard shall be liable to Subscriber for up to $25,000 for Subscriber's documented out-of-pocket expenses incurred to recreate such data or software; and (c) SunGard's tota liability for direct damages with respect to a Schedule shall be limited to one year's Monthly or Annual Fees under that Schedule, or $250,000, wh chever is greater. Subscriber shall indemnify and hold harmless SunGard (and its affiliates and their respective em ployees and agents) against any claims, actions, dam- ages, losses or liabilities to the extent arising from the use, control or pos- session of any Mobile Resources by Subscriber (or any Of its employees or agents). Excluding Subscriber's payment obligations, under no circum- stances shall either party be liable for lost revenues, lost profits, I°ss of busi- ness, or consequential, indir'ect, exemplary or special damages of any nature, whether or not foreseeable. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MER- CHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. 5. FORCE MAJEURE. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any natural calamity, act of God or a public enemy, act of any mil- itary, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, failure to perform by any supplier or other third party, or other cause which could not have been prevented with reasonable care. If, due to any such cause, SunGard is unable to provide to Subscriber a material part of the Recovery Services described in a Schedule and this inability continues for a period of more than 30 days, then the Month ly Fees for those Recovery Services for that period shall be waived and the term of that Schedule shall be extended by an equal period. If this inability continues for more than five days after Subscriber has declared a Disaster, then Subscriber may terminate that Schedule, without penalty, by giving written notice of termination to SunGard at any time before the inability ends. 6. TERMINATION FOR CAUSE. If eith er party breaches any of its obligations under this Agreement in any material respect and the breach is not substan- tially cured within the cure period specified below, then the other party may terminate this Agreement or any Schedule(s), without penalty, by giving written notice to the breaching party at any time before the breach is sub- stantially cured. With respect to a breach of SunGard's obligation to provide the Recovery Services to Subscriber during a Disaster, the cure period shall be five days. With respect to Subscriber's payment obligations, the cure period shall be ten days after rece~ pt of SunGard's written notice of non-pay- mont. With respect to all other obligations under this Agreement, the cure period shall be 30 days after receipt of written notice describing the breach, provided that, if a longer period is reasonably required to cure the breach and the cure is promptly begun, such cure period shall be extended for as long as the cure is being diligently prosecuted to completion. 7. NOTICE. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual rece~ pt or the third business day after being sent by first class mail, Any notice may be given by facsimile, and Disaster declaration notice may be given orally, provided that, in either case, a signed written confirmation is received within 24 hours thereafter. Subscriber's address for notice is stated in each Schedule. SunGard's address for notice is 1285 Drummers Lane, Wayne, Pennsylvania, 19087, Attention: Contract Administration. 8. ENTIRE UNDERSTANDING. This Agreement (which includes and incor- porates all Schedules and Addenda to this Agreement) states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral com- munications between the parties with respect to the subject matter of this Agreement. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effectiv~ unless in writing and signed.by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement, and no course of dealing between the parties, shal be construed as a waiver of any subsequent breach of this Agreement. 9. PARTIES IN INTEREST. Neither party may assign this Agreement or any rights or obligations under this Agreement-without the prior written consent of the other party which will not be unreasonably withheld. This Agreement shal bind, benefit and be etiforceable by and against both parties and their respective successors and consented-to assigns. No third party shall be considered a benef!.ciary of this Agreement or entitled to any rights under this Agreement. 10. CONSTRUCTION. THIS AGREEMENT SHALL BE GOVERNED BY SUB- STANTIVE PENNSYLVANIA LAW. This choice of governing law shall not be considered determinative of the jurisdiction or venue of any action between the parties. In any action relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and court costs from the other party. A determination that any term of this Agreement is invalid or unenforceable shall not affect the other terms of this Agreement. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. The relationship between the parties created by this Agreement is that of independent contractors, and not part- nors, joint venturers or agents. Sections D3, D4 and D10 shall survive any termination of this Agreement. ©2002 SunGard Recovery Services LP, all rights reserved. CPLX0302 Selected Services: SCHEDULEA GOVERNED BY RECOVERY SERVICES AGREEMENT DATED 04/01/2002 BETWEEN SUNGARD RECOVERY SI3~VlCES LP and CITY OF BOYNTON BEACH Page I of 3 Included Yes/No Test Periods Disaster Fees (only during a Disaster) Declaration Daily Us a!~o (a) Center-Based Recovery Services: (i) Hotsite: No (ii) Coldsite: No (iii) Office Space: No (iv) Work Group Space: Yes (v) MegaVoice (sm): No (b) Mobile Recovery Services: (i) Replacement Recovery System: Delivery Method(s) Selected: N/A N/A N/A $0 One (1) $2,500 N/A $0 Yes Three (3) $0 Primary Recovery Facility/Alternate Recovery Facility/Mobile Data Center/Subscriber Facility $0 $500 $0 (ii) Computer Space: No Delivery Method(s) Selected: N/A N/A $0 $1,250 1.2 $0 See Conf~. $0 (iii) Supplemental Office Space: No N/A (iv) Mobile Work Group Space: Yes N/A (v) Quick Ship Equipment: No N/A ~ Initial 30 days of Daily Usage Fees during a Disaster w ill not be charged. 2 Per configuration. See Conf',~. ~0 Agreed Term: 60 month(s) Monthly Fee: Effective 06/01/2002 $1.520 Commencement Date: 06/01/2002 Subscriber's Location: Send Subscriber Notices to: Send Subscriber Invoices to: 100 EBOYNTON BEACH BLVD. BOYNTON BEACH. FL 33425 100 E BOYNTON BEACH BLVD. BOYNTON BEACH. FL 33425 ATTN: JOHN MCNA LLY 100 E BOYNTON BEACH BLVD. BOYNTON BEACH. FL 33425 ATTN: JOHN MCNALLY By the signatures of their duly authorized representatives below. SunGard and Subscriber, intending to be legally bound, agree to all of the provisions of this Schedule and ratify the terms of the Recovery Services Agreement. REc0vaW saw cES,.., su sc aER: CiTY PRINT NAME: PRINT TITLE: DATE SIGNED: W!LLD..M H. BARON SR. VICE PRFRIDFNT PRINT TITLE: DATE SIGNED: THE TERM S OF THIS SCHEDULE ARE CONFIDENTIAL. Quote ID 29101 A, Last Modified 04/04/2002 SUNGARD® www. sungard.com Work Group Configuration: Mobile Configuration 1: (Cust R~f: AS 400) Mobile Configuration 2: (Cust Ref, GIS/CBBDOCS/CH) SCHEDULEA GOVERNED BY RECOVERY SERVICES AGREEMENT DATED 04/0112002 BETWEEN SUNGARD RECOVERY SERVICES LP and CITY OF BOYNTON BEACH Page 2 of 3 1 10 10 10 100 1 1 1 1 3 1 Descriatign METROCENTER FACILITY ACCESS CENTREX ANALOG LINES FURNISHED WORK POSITION (DESK, CHAR ANALOG PHONE, 3-DATA AND l-VOICE LINES, 2 ELECTRICAL OUTLETS) VOICE GRADE LINES. DIRECT DIAL Descri~3tion AS/400 620-2179 I configured as follow s: 100 6XX MEMORY (MB) I AS/400 CONSOLELINK REIVlOTE PC AS/400 GB DASD (NO PROTECTION - 100% USEABLE) 3490-E01, 36 TRACK, IDRC, AUTOLOADE~ 10/100MB ETHERNET i-=llqBRNL=T A DA PTI~ NCC ACCESS 3196 TERMINALS OR EQUIVA LENT Descriotion COMPAQ ML570 CD, KB, MOUSE MONITOR I configured as follow s: 2 PIII/700-1M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NICOARD 1 ADAFTEC 29160 SCSI 1 COMPAQ NC3123 10/100 (ON-BOARD) 1 SMARTARRAY 5302 COMPAQ ML570, CD, KB, MOUSE MONITOR 1 configured as follow s: 2 PtlI/700-1M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NIC CARD 1 ADAPTEC 29160 SCSI 1 COMPAQ N03123 10/100 (ON-BOARD) 1 SMARTARRAY 5302 h~JaLs SunGard Subscriber THE TERM S OF THIS SCHEDULE ARE CONFIDENTIAL. Quote ID29101 A, Last Modified 04/04/2002 SUNGARD® www. sungard.com SCHEDULEA GOVI~N~=n BY RECOVERY SERVICES AGREEMENT DATED 04/0112002 BETWEI~ SUNGARD RECOVERY SERVICES LP and CITY OF BOYNTON BEACH Page 3 of 3 Mobile Configuration 2: (Cust Ref: GIS/CBBDOCSICH) Mobile Configuration 3: (Cust R~f: PCs) Mobile Work Group Configuration: ~ Description 1 COMPAQ ML570, CD, KB, MOUSE, MONITOR I configured as follow s: 2 PIII/700-1M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NIC CARD I ADAPTEC 29160 SCSI 1 COMPAQ NC3123 10/100 {ON-BOARD) 1 SMARTARRAY 5302 6 HP LASER JET 8150DN LASER PRINTER, 2000 SHEET INPUT TRAY 6 configured as follow s: 6 MBRAM Quantil~¥ Description 10 COMPAQ DESKPRO EN, CD-ROM, MONITOR, MOUSE, KEYBOARD 10 configured as follow s: 1 R1~550 MHZ CPU 100 MB MEMORY 10 GB DISK Quantity DescriDtiQI3 10 MOBILE WORK GROUP SEATS 10 MOBILE WORK POSITIONS (WORKSPACEAND CHAIR) 10 TELEPHONE HANDSETS Declaration Fee: $0 per configuration Daily Usage Fee: $1,250 per configuration per day Initial 30 days of Dally Usage Fees during a Disaster w ill not be charged. Initials SunGard Subscriber THETERM S OF THIS SCHEDULE ARE CONRDENTIAL. Quote ID 29101 A, Last Modified 04/04/2002 SUNGARD® www. sungard.com JRAY-582M89 ADDENDUM FOR SUNGARD NATIONAL NETWORK SERVICES TO SCHEDULE A TO RECOVERY SERVICES AGREEMENT DATED 04/01/2002 (See Additional Terms on Reverse Side) The SunGard Recovery Services Agreement, having the above date, between SunGard and the Subscriber named below ("Agreement"), is hereby amended with regard to the Schedule identified above ("Specified Schedule"), consistent with the terms and conditions o4 the Agreement, as fo lows, effective 06/01/2002. Subscriber has elected for SunGard to provide the network services ("Services") selected below: A. NETWORK SERVICES Dedicated DS-1 Connectivity (Destination Point ) On-Demand DS-1 Connectivity (Destination Point ) Quantity Total Monthly Fee SO On-Demand Metropolitan DS-1 Connectivity (Destination Point ) $0 Unless the following section is completed, indicating that SunGard is responsible for providing the connection(s) between Subscriber's location(s) and the designated point of presence on the National Network ("Local Access"). Subscriber i~ solely responsible for establishing the connecEon ~etween Subsc~ber's location(s) and the designated point of presence on SunGard's National Network through its Local Exchange Provider. Once the Local Access has been established. Subscdbe~ is responsible for contacting SunGard. to obtain the necessary facility assignment information to connect Local ~tcce~s to SunGard National Network Node. National Network Access DS-1 Connectivity (Destination Point ) $0 B. INTERNET ACCESS SERVICES Web ReDirect 1.5 Mbps Internet Connectivity (Destination Point Atlanta, GA ) $4OO SUNGARD REC/~~VICES LP ~ SUBSCRIBER: BY: ¢~¢/ ~ ~ PRINT NAME: WILL]'AM H, BARON PRINT NAME: PRINT TITLE: SR. VICE' PRESIDENT PRINT TITLE: DATE SIGNED: [f/?'2 i G~'--' DATE SIGNED: Subscriber Will be invoiced an additional Monthly Fee of $400, plus any applicable tax, in accordance with the terms o1 the Agreement and this Addendum. SunGard recognizes that Subscriber has a tax exempt status and Subscriber agrees u~on execution of this Addendum to provide a tax exemption certificate to SunGard. The term of this Addendum will commence upon the effective date noted above or the date of installation, whichever is later, and shall continue until the end of the initial Agreed Term for the Specified Schedule or any extended or renewal term of the Specified Schedule. In addition Subscriber is responsible for one-time installation charges in the amount of $0 which will be invoiced in accordance with the foregoing. By the signatures of their duly authorized representatives below, SunGard and Subscriber, intending to be legally bound~ agree to all of the provisions of this Addendum and ratify the terms of the Agreement. SUNGARD® JRAY-582M89 ADDITIONAL'TERMS A. NETWORK SERVICES - Dedicated Services ' The Network Services identified as "Dedicated" within this Addendum shall be made available to Subscriber on an exclusive. 24-hour, 7-day per week basis (excluding downtime attributable to routine and preventative maintenance). All Dedicated circuits will be connected between the National Network enti¥ point, as designated and coordinated by SunGard ("pOint of presence"), and the Destination Point defined on t.h.e front page of this Addendum. Subscriber shall have access to these Services for Disaster Recovery Purposes, in accordance with SunGard's obligations as defined in the Agreement, and as further deineatad in this Addendum Any other use of the Services:by Subscriber shall constitute a material breach of the Agreement for which SunGard may terminate the Agreement by providing five (5) days written notice. or p, urpo~ses..of, this.,Adde?u .m., "Disaster Recovery Purposes" means any use of the erv~ce..s ..Dy .;su~.s. cn. eer: (,)wt}..,te Subscriber is experiencing a Disastac (i) which connec[iwty racmtates Subscriber's recovery dudng a Disaster; (iii) to conduct a Test(s); or (iv) electronic vaulting. On-Demand Services The Network SerVices identified as "On-Demand" within this Addendum shall be made available to Subscriber within two (2) hours upon receipt of a request from d on then current availability on SunGard's National Network in :he Multiple DiSaster or General Multiple DiSaster Procedures in the n-Demand clrou!t~ will be connected betweep the National Network s!gnated and coordinated by SunGard ("point of presence"), and the defined on the front page of th s Addendum. Once Subscriber has 0 a c~mmt on the National Network, the Services will be avadable on a 24 hour S per week basis (excluding downtime attributable to routine and ~tenance). Subscriber shall have access to these Services for SunGard's obligations as defined in the 3y Subscriber shal const tute a material may terminate the Agreement by DiSaster, Subscriber shall have access ~ than six (6) weeks For DS-3 connectivity, a Disaster Declaration Fee of no less then $5,000 will be charged per occurrence, and for DS-1 connectivity a Disaster Declaration Fee of no less than $2,500 will be charged Per occurrence. If a Declaration Fee of equal or gD~ater value is charged in assOCiation with the Specfied Schedule, th~n the eclaration Fee for the National Ne~rk wi be deemed included in such feei Dally Usage Fe~s (per circuit dudng Disa~tar only) will he charged as foilows: DS-1 Connectivity $1,000 DS-3 Connectiv ty $5,000 DS-1 Connectiwty(Metropohtan) $ 500 DS-3 Connectivity (Metropolitan) $1.000 Metropolitan Connectivity Subscriber's connectivity is limited to the Metropolitan Network which is defined on the ~ront of this Addendum. and does not provide Subscriber with connectivity between Metropolitan Networks. B. INTERNET ACCESS SERVICE~ General Internet Access Terms. SunGard's Internet Access Services will provide Subscriber with connectivity to the Internet through SunGard's Internet Access Services subject to the terms and conditions of the Agreement and this Addendum and filly licensed Internet software, if applicable. The Internet is not owned, operated, or managed by, or in any way; affiliat~l with SunGard or any of SunGard's affiliates. The Intemet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks_ SunGard cannot and will not guarantee that the Intemet Access Services will provide Intemet access that is sufficient to meet Subscriber's needs. Subscriber agrees that its use.of the Intemet Access Service and the nternet is solely at its own dsk and is subject to all applicable local, state, national and international laws and regulations. Subscriber hereby acknowledges receipt of SunGard's and/or its underlying carriers' policies and/or rules and 'regulations {*Policies") and agrees to comply with such Policies at all times While utilizing the Internet Access Services. SubScriber aiso acknowledges that a breach of any of the Polic es may result in the immediate termination Of the Internet Access Services without prior notice and SunGard shall have no liability to Subscriber for any restriction or termination of the Intemet Access Services pursuant to Subscriber's violation of the Policiss, The Policies may be revised from time to time by SunGard, wh ch revisions will be communicated to Subscriber in writing, by posting on SunGard's website at the following address: http:'~.www.esourcing.sungard corn Subscriber agrees that the ACCess Service is ' ' ' provided on an ~as is' ~as available" basis without warranties of any kind, either express or implied. Subscriber agrees that SunGard has the right, but not the obligation, to remove content from SunGard's computer servers which SunGard, in its sole discretion, determines to be in violation of this Agreement or SunGard's underlying cartier(s)' on-line policy. WebRedirect WebRedirect offers Subscriber access to the Intemet from the SunGard facility designated on the front of this Addendum for DiSaster Recovery Purposes. The Services shall be made available to Subscdher within two (2) hours after receipt of a request from Subscriber. based on then current availability on Sun.Gard's National Network, in accordance with the Multiple Disaster or General sMeU~iPcie Disas~.r P~ures in the Agreement. Subscriber recognizes that these ces are nor provider specific, therefore Subscriber s respons ble for seft ng up any neCeSSary dOmain(s) in order to facilitate effective use of WebRedirect SperVices.. S. ubscrib? shall .h.a? a?~.. to these Services for Disaster Recovery urposes, ~n accorclance with ~unGard's obligations as defined in the Agreement, [n~ as further delineated in this Addendum. Any other use of the Serv ces by u scriber shall censt tute a material breach of the Agreement for wh ch SunGar~l may terminate the Agreement by providing live (5) clays written notice. Dudng a DiSaSter, Subscriber shall have access to the WebRedimct service level for a period of no more than six weeks. For .512 - 1.5 Mbps WebRedirect Services, a Disaster Declaration Fee of no ess than $500 will be charged per occurrence, and for 1.6 - 45 Mbps WebRedirect. a _Di~sast.er D..ecla~tion .Fee of no !ess than $5__ 000 will he charged per occurrence if ~ u~afierat~on ~-ee or equal or greater value is charged in association with the peci ed Schedule, then the Declaration Fee for WebRedirect Serv ces w be deemed included in such fee. Daily USage Fees (par bandwidth dudng D saster only) will be charged as follows: .512 - 1.5 Mbps Intemet Accasa $ 250 1.6- 10 Mbps Intemet Access $1,000 10.1 - 45 Mbps Intemet Access $2,000 Testinq Subscriber shall have access to the Services to conduct Test(s) in conjunction with Test(s) of the Recovery Services as defined on the Specified Schedule. General In the event that Subscriber does not contract with SunGard to establish the connection between Subscriber's Location and the point of presence on the National Network, Subscriber is then responsible to provide the resources to connect to SunGard's National Network from its Location to the designated point of presence. Termination The Services are provided subject to the availability of the necessary services by SunGerd's undedying carder(s). SunGard may, without penalty, and by providing Subscriber with thirty (30) days pdor wdtten notice, terminate this Addendum (or any portion of this Addendum), or may withhold the provision of the Services if: (a) SunGard's underlying carder(s) withdraw or substantially alter any underlying tariff(s) resulting in a matedal adverse effect on SunGard's operat ona or financial ability to provide the Service(s); or (b) any public utility commission or other regulatory authority asserts judsdict on over the Services, such that SunGard would be required to submit to common carder, public utility or other regulation to which SunGard is not now subject. Limitation of Liability UNDER NO CIRCUMSTANCES SHALL SUNGARD'S TOTAL LIABILITY :EXCEED THE TOTAL OF ALL FEES ACTUALLY PAID BY SUBSCRIBER TO SUNGARD UNDER THIS ADDENDUM, SUNGARD SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO, LOSS OF OR INTERCEPTION OR MISDIRECTION OF SUBSCRIBER'S DA'I;A, FILES, SOFTWARE, CODE, OPERATING SYSTEMS, APPLICATIONS, DATA STORAGE MEDIA, OR OTHER PROPERTY THAT OCCURS DURING CONNECTION, TRANSMISSION, USE OR RESTORATION BY SUBSCRIBER OR SUNGARD IN CONJUNCTION WITH THE SERvicEs. To the extent permitted by applicable law, Subscriber shall indemnify and hold harmless SunGard (and its affiliates and their respective employees and agents) a.gainst any claims, actions, damages, losses or liabilities adsing out of any acti(~n b~°ught a~jainst SunGard by a third party as a result of Subscriber's use 0fi the services. Under no circumstances shall SunGard be liable to SubsCriber Or anY other third party for lest revenues lost profits loSS of business, orr consequential or special damages of any nature, whether or not foreseeable. EXCEPT AS SPECIFICALLY STATED IN THIS ADDENDUM, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED INCLUDING,WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. ADDENDUM TO RECOVERY SERVICES AGREEMENTDATED APRIL 1, 2002 Page 1 of 2 The Recovery Services Agreement, having the above date, between SunGard Recovery Services LP ("SunGard") and the Subscriber named below, ("Agreement") is amended effective June 1, 2002, as follows: 1. Section D1, Contract Term is amended by replacing the words "six months" with the words "ninety (90) days" in the third sentence of the section. Section D2, Fees and Expenses is amended by adding the following to the end of the section: "SunGard recognizes that Subscriber has a tax exempt status and Subscriber agrees upon execution of this Agreement to provide a tax exemption certificate to SunGard." o Section D3, ConfidentialiW is amended bY adding the following to the end of the section: "Notwithstanding the foregoing, SunGard recognizes that Subscriber, and therefore this Agreement, is subject to the terms and provisions of Chapter 119 of the Florida Statutes." 4. Section D4, Liability and Indemnification is amended by adding the words "To the extent permitted by applicable law" to the beginning of the fifth sentence of the section. 5. Section D10, Construction is amended, by replacing the word "PENNSYLVANIA" with the word "FLORIDA" in the first sentence of the section. LOSS OF GOVERNMENT FUNDING. If Subscriber is dependent upon government funding for payment of the Monthly Fees, and funds for future Monthly Fees are not appropriated or authorized by the applicable legislature or other governing body, then Subscriber may cancel the affected Schedule, effective at the end of the then current contract year, by giving written notice of cancellation to SunGard at least sixty (60) days before the end of such contract year. Subscriber's cancellation notice shall include a certification that the necessary government funds have not been appropriated or authorized. A "contract year" is any 12-month period beginning on the Commencement Date or any anniversary of the Commencement Date. This provision shall not be used by Subscriber for the purpose of obtaining disaster recovery services from another commercial vendor. THE TERMS OF THIS ADDENDUM ARE CONFIDENTIAL. SUNGARD® www. sungard.com ADDENDUM TO RECOVERY SERVICES AGREEMENT DATED APRIL 1~ 2002 Page 2 of 2 By the signatures of their duly authorized representatives below, SunGard and Subscn'ber, intending to be legally bound, agree to all of the provisions of this Addendum and ratify the terms of the Agreement. SUNGARD RI~COVERY SERVICES LP PRINTNAME: WIllIAM H_ P&RClN SR. VICE PRESIDENT PRINT TITLE: DATE SIGNED: SUBSCRmER:,;CITY OF BOYlh~ON BEACH APPROVED AS TO FORM~, .,~[. ~ 'cITY ATTORNEY THE TERMS OF THIS ADDENDUM ARE CONFIDENTIAL. SUNGARD® www. sungard.com Sun( ;ard Planning Solutions 12R'1 Drummers Lane Wayne, PA 1905: (610) .14I-S-:-00 Tel (610) 6R:-OI08 Fax June 10. 2002 Mr. Peter Wallace City of Boynton Beach 100 East Boynton Beach Blvd. Boynton Beach, FL 33435 Dear Mr. Wallace: Enclosed are your copies of the fully executed agreements between SunGard Planning Solutions and the City of Boynton Beach: . Planning Solutions Addendum . Amendment to Planning Solutions Addendum . Master Software License Agreement · Addendum to Master Software License Agreement We are very pleased that you have selected SunGard Planning Solutions to assist you in the development of your Recovery Plan. If I can be of any assistance at anytime, please give me a call at (610) 341-8130. Sincerely, ?n04A~ William P. DiMartini Senior Vice President, Consulting Operations Enclosures WPDIlm SUNGARD$ www.sungard.com if PLANNING SOLUTIONS ADDENDUM (SEE ADDmONAL TERMS ON REVERSE SIDE) The Recovery Services Agreement between SunGard Recovery Services LP ("SunGard") and Subscriber dated April I st. 2002 ("Agreement"). is amended to add the additional services and/or software listed below. The cost for the additional services and/or software products shall be the amounts listed and described below and shall be billed to Subscriber under the terms of the Agreement and this Addendum. The additional services and/or software listed below will be provided to Subscriber by SunGard's division, SunGard Planning Solutions ("SPS"). 1:8] Services: The following services as described in the document dated May 6th, 2002, attached hereto and made a part hereof. Computer Center Recovery Plan Services 1:8] Software: PreCovery The total fees for the services and software are $32.000 due and payable as follows: 1:8] Subscriber has opted for the following payment schedule, which will be billed by SPS: $ 7,500 $24,500 Reimbursable expenses (travel, lodging, food and incidental actual costs) will be billed on a monthly basis as the expenses are incurred, and will be billed by SPS. Prior approval is required for travel and lodging expenses. By the signatures of their duly authorized representatives below, SunGard and Subscriber, intending to be legally bound, agree to all of the provisions of this Addendum including those on the reverse side. Print Name: SUNGARI) RECOVE~Y ~VICES LP CByITY: ZO .~O r9N.~B((CH "" ~~d ~~- ~ _~ - _ .' /' WILLIAM P. DIMARTINI Prin:Name: Gse.va It! 6r()~n{Y1q VICE PRESIDENT --J ~ON~TING OPFR ATl0NS~=PS Print Ti"" \'fu '80 c. """'S_ . L. ,/t;LJ~ """'S_ 1'<\"1 ;(g; ;1.00"'-- t - f 0 -() ;r APfROYED AS to FORM: THE TERMS OF TillS ADDENDUM ARE CONFIDENTIAL I ~ ~ Print Title: SUNGARD@ www.sungard.com ADDITIONAL TERMS WARRANTIES: SPS warrants that all services shall be perfonned by qualified personnel in accordance with professional standards, and that all services, documents and reports delivered by SPS shall confonn to the requirements of this Addendum. Any deficiencies, as detennined by generally accepted professional standards, shall be promptly reported by Subscriber to SPS and, in any event, within 30 days after Subscriber receives the deliverable involved. SPS shall correct such deficiencies in its deliverables within a mutually agreeable time period. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL sps's TOTAL LIABILITY FOR THE SERVICES AND/OR SOFIWARE EXCEED THE TOTAL OF ALL FEES AcruALLY PAID BY S~ER UNDER TInS ADDENDUM. SPS SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO OR LOSS OF S~ER'S DATA, FILES, SOFIWARE, CODE, SCRIPTS, OPERATING SYSTEMS, APPUCATlONS, DATA STORAGE MEDIA, OR OTHER PROPERTY THAT OCCURS DURING SHIPMENT, STORAGE, HANDLING, USE OR RESfORATlON BY SPS OR S~ER IN CONJUNCTION WITH THE SERVICES. SPS SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM SPS'S USE OF OR RELIANCE UPON SUBSCRIBER'S PRODUCTION SOFIWARE TO FACILITATE THE SERVICES. Subscriber shall indemnifY and hold harmless SPS (and its affiliates and their respective employees and agents) against any claims, actions, damages, losses or liabilities arising out of any infringement action against SPS brought by a vendor of Subscriber as a result of Subscriber supplied software. Under no circumstances shall SPS be liable to Subscriber or any other party for lost revenues, lost profits, loss of business, or consequential or special damages of any nature, whether or not foreseeable. SUBSCRIBER RESPONSIBILITY: Subscriber shall provide to SPS, as and when necessary, all infonnation. data and other materials concerning Subscriber personnel, operations and facilities and other relevant aspects of Subscriber's business, to the extent required by SPS to properly perfonn the services to be provided to Subscriber under this Addendum. All such infonnation, data and materials provided to SPS by any of Subscriber's personnel will be accurate, current and complete, and may be relied upon by SPS in perfonning the services to be provided to Subscriber under this Addendum. Subscriber shall be responsible for preparing and maintaining backup or duplicate copies of all such infonnation, data and materials, and SPS shall have no liability for any loss or damage resulting from Subscriber's failure to do so. Subscriber shall provide SPS access to Subscriber's offices and facilities at mutually agreeable times, make available to SPS experienced personnel having knowledge of Subscriber's operations and other relevant aspects of Subscriber's business, and cooperate with SPS in all respects reasonably necessary to allow SPS to perfonn the services to be provided to Subscriber under this Addendum. TERMINATION: If Subscriber properly tenninates the Agreement, Subscriber shall pay to SunGard or SPS (as the case may be), together with the notice of tennination, an amount equal to the present value (calculated using an annual discount rate equal to the then current prime rate published in The Wall Street Journal) of all remaining fees due under this Addendum, and Subscriber shall remain liable for any reimbursable expenses incurred by SPS before tennination. ornER TERMS: Except as otherwise stated in the attached document, the parties intend that all services to be provided to Subscriber under this Addendum shall be completed within one year after this Addendum is signed by SunGard. If Subscriber does not pennit SPS to perfonn the services during that period. then all payments otherwise due upon project completion will become due at the end of that period. Except for SPS's Comprehensive Business Recovery, PreCovery and ePlanner software, Subscriber acknowledges that SPS is not the developer of any of the software products(s) used to provide the services hereunder ("Third Party Software"). SPS will not be responsible for damages caused by the failure of any Third Party Software to perfonn in accordance with its specifications ("Software Failure"), except to the extent such Software Failure is caused by SPS's negligence, willful misconduct or failure to maintain a maintenance contract on the particular Third Party Software which has failed. SPS and Subscriber agree that during the period that SPS is perfonning the services hereunder and for one (I) year thereafter neither party will interview for employment purposes or employ current employees of the other. SPS reserves the right to subcontract the services to a third party. The provisions of Sections D3 through D 1 0 of the Agreement shall also apply to this Addendum and to SPS. AMENDMENT TO SUNGARD RECOVERY SERVICES LP PLANNING SOLUTIONS ADDENDUM Pursuant to this Amendment, which shall be deemed an integral part of the Planning Solutions Addendum, entered into between SunGard Recovery Services LP ("SunGard") and City of Boynton Beach ("Subscriber") on l: \ \(;~ C ~ U" , the following changes and additions are hereby made to the Addendum. LIMITATION OF LIABILITY: Add the following to the beginning of the fourth sentence of this Section: "To the extent permitted by law," TERMINATION: Add the following new second paragraph to this Section: "If SPS breaches any of its obligations under this Addendum in any material respect and the breach is not substantially cured within thirty (30) days after receipt of written notice describing the breach, then the Subscriber may terminate this Addendum, without penalty, by giving written notice to SPS at any time before the breach is substantially cured. Termination of this Addendum will not relieve Subscriber of liability for, and Subscriber will promptly pay when due, all amounts owed to SPS or SunGard (as the case may be) under this Addendum for software delivered and/or services rendered and items delivered to Subscriber up to the date of termination and any reimbursable expenses incurred by SPS prior to termination." Except as otherwise modified herein, the terms and provisions of the Addendum shall remain in full force and effect. By the signatures of their duly authorized representatives below, SunGard and Subscriber, intending to be legally bound, agree to all of the provisions of this Amendment. Y SERVICES LP CITY 1:414" , By: '-" - re-- Print '~ame: Gk. r- ct ( (/{ 6ro e,;1 (1'1 j_ Print Title: i\\Q ~ c r Date: \'1'\0.. 3 ~~ ~DO;l..., ~~ ~. erN ATTORNEY By: I"-'//~I Print Name: Print Title: Date: WILLIAM P. OIMARTiNi VICE PRESIOENT ~~~~.~S b .' I 0 ~() -0 SUNGARD~ www.sungard.com SUNGARD PLANNING SOLUTIONS MASTER SOFTWARE LICENSE AGREEMENT LICENSEE'S NAME: City of Boynton Beach LICENSEE'S ADDRESS: 100 East Boynton Beach Blvd Boynton Beach. FL 33435 AGREEMENT DATE: ~ \\cIC\).~n WARRANTY PERIOD: One Year from Agreement Date SOFTWARE: PreCovery VERSION: ~ ProCessional 0 Enterprise LICENSE GRANTED: ~ Stand Alone Workstation License - Licensee, under a Stand Alone Workstation License, may use one copy of the Software on a single-user workstation. Quantity DOCUMENTATION: CD and Manual 1 TRAINING: Public Training Classes I On-Site Training Days. N/A TOTAL LICENSE FEE FOR INITIAL ORDER $7,500 I I ANNUAL SUPPORT FEE FOR INITIAL ORDER (after expiration of Warranty Period) I $1,125 Additional Fee $200 $900 *Licensee will reimburse Planning Solutions for reasonable travel and lodging expenses associated with on-site training. Travel and lodging require prior approval, if applicable. By the signatures of their duly authorized representatives below, SunGard Planning Solutions ("Planning Solutions") and Licensee, intending to be legally bound, agree to all of the terms of this Agreement including those on the reverse side. SUNGARD PLANNING SOLUTIONS ('d~""S<'-'LP) . . By: ,M~ Print Name: WILLIAM P. 01 VICE PRESIDENT CONSULTING O'{;RATIQNS.SPS -IO-cJr Print Title: By: ~ Print e.. Print Title: 'P\~~ D Y' Date Signed: r'\ ~ ~ ~ ;to O;;L Date Signed: Af'PH~\/EC AS 'TC fORM. ~~\~ ~r:'P ATTORNEY Version January, 2002 THE TERMS OF THIS AGREEMENT ARE CONFIDENTIAL SUNGARD$ www.sungard.com MASTER SOFTWARE LICENSE AGREEMENT - continued 1. Protection of the Software. Planning Solutions' software ("Software") and related documentation ("Documentation") are subject to copyright laws and the terms of this Agreement. 2. License. Planning Solutions grants to Licensee (Licensee shall include all of its wholly-owned subsidiaries as of the date hereof for so long as they remain wholly-owned subsidiaries) a perpetual, non-transferable, non-exclusive license ("License") to use the Software and Documentation only for internal business purposes and in accordance with this Agreement Planning Solutions will remain the owner of the Software and Documentation, and reserves all rights not specifically granted to Licensee under this Agreement. 3. Support Services. During the Warranty Period and for each Support Year (as defmed below), subject to Licensee's payment of annual support fees, Planning Solutions will provide to Licensee the following support services: (a) modifications to the Software which Planning Solutions may from time to time distribute to its customers at no additional charge; and (b) reasonable telephone access, during Planning Solutions' normal business hours, to technical staff for consultation in the use of the Software. Licensee may terminate these support services by giving written notice to Planning Solutions at least thirty days before the end of the Warranty Period or current Support Year. If Licensee does not provide such notice, the support services will continue in effect for successive one-year periods ("Support Year"). Planning Solutions may increase the annual support fee by giving at least ninety days prior written notice to Licensee. 4. Fees and Taxes. Support fees will be invoiced annually in advance, and other fees will be invoiced upon delivery. All fees are payable within thirty days after the invoice date. Licensee must pay all sales. use and similar taxes in connection with this Agreement. 5. Warranties and Indemnification. During the Warranty Period, Plannmg Solutions warrants that the Software, as delivered to Licensee and when used as specified in the Documentation, will perform substantially in accordance with the Documentation. Planning Solutions warrants that the Software as delivered to Licensee and when used as specified in the Documentation, the Software itself will not. as a result of the date change from December 31, 1999 to January I, 2000. fail to perform substantially in accordance with the Documentation and such performance shall continue in the year 2000 and beyond. Planning Solutions' sole obligation and Licensee's sole remedy with respect to this year 2000 warranty is for Planning Solutions to use commercially reasonable efforts to correct the Software. Planning Solutions warrants that the Software and Documentation do not infringe upon any United States copyright, patent or other proprietary right. Planning Solutions will indemnify Licensee against any third party claim of such infringement by paying any damages awarded by a court of final jurisdiction, and any settlements and legal costs pre-approved in writing by Planning Solutions. to the extent that the damages. settlements and costs resulted from such infringement As conditions to this indemnification, Licensee must notify Planning Solutions promptly after Licensee receives or learns of any infringement claim, Planning Solutions will have sole control of the defense and settlement of the claim. and Licensee will reasonably cooperate with Planning Solutions. If an infringement claim is initiated or in Planning Solutions' sole opinion likely to be initiated. then Planning Solutions may make the Software and Documentation non- infringing, or arrange for Licensee's continued use of the Software and Documentation, or terminate this Agreement and refund the license fees Licensee paid under this Agreement. 6. Disclaimen and Limitations. EXCEPT FOR THE WARRANTIES IN PARAGRAPH 5, PlANNING SOWTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WlTIl RESPECT TO TIllS AGREEMENT, THE SOFIWARE OR DocuMENTATION, OR ANY OTHER MATIER, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. ExCEPT Willi RESPECT TO THE INFRINGEMENT INDEMNIFICATION IN PARAGRAPH 5, PlANNING SOLunONS' TOTAL LIABILITY UNDER TIDS AGREEMENT WILL NOT EXCEED THE LICENSE FEES LICENSEE PAID UNDER THIS AGREEMENT. PLANNING SOLunONS WILL NOT BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, ANY LOST REVENUES, LOST PROFITS, LOSS OF BUSINEss, OR CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE, WHETHER OR NOT FORESEEABLE. 7. Disclosure and Use Restrictions. The Software and Documentation, and the related object code, source code, design features., visual expressions., screen formats. report formats., trademarks and copyrights, and the ideas, methods and concepts used in the Software or Documentation, and all modifications of the foregoing, are Planning Solutions' valuable, confidential property. Licensee will not (a) sell, license, distribute, transfer, communicate or disclose any of those items to any third party; (b) copy, except for a reasonable number of backup or archive copies and backup copies for disaster recovery purposes or as expressly provided herein; (c) modify any of those items, or decompile, reverse engineer, create or recreate any Software source code; (d) use any of those items to provide services to, or to otherwise benefit. any third party; (e) use any of those items to create a program having features or functions substantially similar to those of the Software; (t) remove or modify any copyright or other proprietary notice contained in any of those items; (g) use or possess any of those items in any foreign jurisdiction in violation of any trade laws or regulations; or (h) allow others to do any of the foregoing, This paragraph may be enforced by injunction. 8. Remedies. Planning Solutions may immediately terminate this Agreement. retaining its other legal rights, if Licensee (a) fails to pay any amount due under this Agreement within thirty days after the due date. (b) violates any of the terms of paragraphs 2 or 7, or (c) violates any other term of this Agreement and fails to correct the violation within thirty days after receiving notice. Upon termination, Licensee will immediately stop using the Software and Documentation and return all copies in Licensee's possession or controL Paragraphs 6 and 7 will survive termination of this Agreement 9. Other Terms. Licensee may not assign this Agreement or any rights under this Agreement without Planning Solutions' prior written consent which will not be unreasonably withheld. This Agreement and any attached schedules constitute our complete agreement with respect to the subject matter of this Agreement. and replace all prior oral or written agreements, proposals and materials regarding the same subject matter. This Agreement may be amended only by our mutual written agreement If any part of this Agreement is determined to be unenforceable, then the remainder will not be affected by that determination. Paragraph headings are for reference only. PENNSYLVANIA SUBSTANTIVE LAW GOVERNS THIS AGREEMENT. @1998 Sunward Planning Solutions. all rights reserved (Version January, 2002) ADDENDUM TO SUNGARD PLAl",NING SOLUTIONS MASTER SOFTWARE LICENSE AGREEMENT Pursuant to this Addendum, which shall be deemed an in:tegral part of the Master Software License Agreement ("Agreement"), entered into between SunGard Pbnning Solutions ("Planni 19 Solutions") and City of Boynton Beach ("Licensee") on !flick j""the following changes and additions. .re hereby made to the Agreement. 4. Fees and Taxes. Add the following new sentence to the end of this Paragraph: "Nothwithstanding the foregoing, Licensee represents it is a tax-exempt entity and will provide a tax-exempt certificate." 9. Other Terms. In the last sentence of this Paragraph, delete the first word "Pe:lmsylvania" and replace w th "Florida". Except as otherwise modified herein, the terms and provisions of the Agreement shall 'emain in full force and effect. By the signatures of their duly authorized representatives below, Planning Sol uti :>ns and Licensee, intending to be legally bound, agree to all of the provisions of this Addendum. SUN~RD PLANNING SOLUTIONS _ C~~1i BE~H ' By: V fYv~~~ By: I~ WILLIAM P. DIMARTINI Print Name:~ntL& Dv-C;eY1' Y1 ~_ VICE PRESIDENT Print Title: '\\\0. '-1 f'. i ' ~ cO~SlJl TII'iG OP~RATIO~~ED ~ORM' ~ f.J9 - / 0 .- v r , ~ Date: \~\.tL1-~ 3-0 Q ;;L /rrii. CITY "nORNE~:::::'- Print Name: Print Title: Date: SUNGARD$ www.sungard.com SunGard Availability Services 2520 Northwinds Parkway Suite 2')0 Alpharetta, GA 30004 (678) 624-3333 Tel (678) 867-7397 Fax October 6, 2003 Mr. John McNally City of Boynton Beach 100 E. Boynton Beach Blvd. Boynton Beach, FL 33425 Dear John: Enclosed is your fully executed copy of Schedule A for your ASj400, Mobile Metrocenter, PC Lan, Workgroup and Metro configurations, govemed by Recovery Services Agreement dated April 1, 2002 . Your new agreement was sent to our Contract Administration Group for processing. In the meantime, you may receive invoices that reflect your "old" rates. Please continue to pay the invoices as received and once fully processed, your invoices will reflect any necessary adjustments resulting from your new agreement. SunGard appreciates the confidence you have shown in our product and service and we wish to thank you for your continued business and support. Should you have any questions, please contact Richard Armenti at 678-624-3336. Once again, thank you for choosing SunGard. Sincerely, ~!f~ Administrative Assistant Enclosure SUNGARD@ www.sungard.com Selected Services: SCHEDULE A GOVERNED BY .- RECOVERY SERVICES AGREEMENT DATED 04/01/2002 ~.:> ~~ BETWEEN SUNGARD RECOVERY SERVICES LP and CITY OF BOYNTON BEACH Page 1 of 4 Included Yes/No Test Periods No N/A No N/A No N/A Yes One (1) No N/A Yes Three (3) Disaster Fees (only during a Disaster) Declaration Daily Usage (a) Center-Based Recovery Services: (i) Hotsite: (ii) Coldsite: (iii) Office Space: (iv) Work Group Space: (v) MegaVoice (sm): (b) Mobile Recovery Services: (i) Replacement Recovery System: Delivery Method(s) Selected: (ii) Computer Space: Delivery Method(s) Selected: (iii) Supplemental Office Space: (iv) Mobile Work Group Space: (v) Quick Ship Equipment (c) Network Services: so $0 $0 $2,500 $0 $500 $0 $0 Primary Recovery Facility/Alternate Recovery Facility/Mobile Data Center/Subscriber Facility $1,250 1,2 No N/A N/A No N/A Yes N/A No N/A No N/A $0 $0 See Config. $0 $0 See Config. $0 $0 1 Initial 30 days of Daily Usage Fees during a Disaster will not be charged. 2 Per configuration. This Schedule replaces and supersedes the previous Schedule A having a Commencement Date of 06/01/2002. Agreed Term: 48 month(s) Monthly Fee: Effective 06/01/2003 Monthly Fee: Effective 06/01/2004 Monthly Fee: Effective 06/01/2005 Monthly Fee: Effective 06/01/2006 Monthly Fee: Effective 06/01/2007 Commencement Date: 06/01/2003 $1,820 $1,911 $2,007 $2,100 $2,205 Subscriber's Location: 100 E BOYNTON BEACH BLVD, BOYNTON BEACH, FL 33425 Send Subscriber Notices to: 100 E BOYNTON BEACH BLVD, BOYNTON BEACH, FL 33425 ATTN: JOHN MCNALLY Send Subscriber Invoices to: 100 E BOYNTON BEACH BLVD, BOYNTON BEACH, FL 33425 ATTN: JSlltJ tAGW'u::1( C""'T\o.,,( t-\c..~Q. I). V ''T, By the signatures of their duly authorized representatives below, SunGard and Subscriber, intending to be legally bound, agree to all of the provisions of this Schedule and ratify the terms f the Recovery Services Agreement SUBSCRIBER: CITY OF BOYNTON BEACH BY: ~ PRINT NAME: ~ PRINT TITLE: PRINT NAME: ~Rl BRESSNER C'~~~~A:€:C", fl DATE SIGNED: APPROVED ~ TO fORM: F ~O-- " pry.nOBNE't THETERMSOFTH~SCHEDULEARECONADENTIAL Quote ID 45787 A, Last Modified 06/05/2003 SUNGARD@ www.sungard.com Work Group Configuration: Mobile Configuration 2: (Cust Ref: GIS/CBBDOCS/CH) Mobile Configuration 3: (Cust Ref: PC's) ~niti~ SunGard Subscriber SCHEDULE A GOVERNED BY J. ~ .~-o RECOVERY SERVICES AGREEMENT DATED 04/01/2002 ~~ ' BETWEEN SUNGARD RECOVERY SERVICES LP and CITY OF BOYNTON BEACH Page 2 of 4 Quantity Description 10 FURNISHED WORKGROUP POSITION (DESK, CHAIR, VOICE & DATA WIRING) 1 METROCENTER FACILITY ACCESS INCLUDING ONE (1) FAX AND ONE (1) COPIER 10 CENTREX ANALOG LINES 10 VOICE GRADE LINES, DIRECT DIAL Quantity Description 1 COMPAQ ML570, CD, KB, MOUSE, MONITOR 1 configured as follows: 2 PIII/700-1M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NIC CARD 1 ADAPTEC 29160 SCSI 1 COMPAQ NC312310/100 (ON-BOARD) 1 SMART ARRAY 5302 COMPAQ ML570, CD, KB, MOUSE, MONITOR 1 configured as follows: 2 PIII/700-1 M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NIC CARD 1 ADAPTEC 29160 SCSI 1 COMPAQ NC312310/100 (ON-BOARD) 1 SMART ARRAY 5302 COMPAQ ML570, CD, KB, MOUSE, MONITOR 1 configured as follows: 2 PIII/700-1M CPU 1024 MB RAM 145 GB DISK 1 3COM 10/100 NIC CARD 1 ADAPTEC 29160 SCSI 1 COMPAQ NC312310/100 (ON-BOARD) 1 SMART ARRAY 5302 6 HP LASERJET 8150DN LASER PRINTER, 2000 SHEET INPUT TRAY 6 configured as follows: 6 MB RAM Quantity Description THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL Quote ID 45787 A, Last Modified 06/05/2003 SUNGARD@ www.sungard.com Mobile Configuration 3: (Cust Ref: PC's) Mobile Configuration 4: (Cust Ref: AS 400) Mobile Work Group Configuration: 3 SCHEDULE A GOVERNED BY __ .ro.._-^ RECOVERY SERVICES AGREEMENT DATED 04/01/2002 f1? I\M.,,-,~-/ BETWEEN SUNGARD RECOVERY SERVICES LP and CITY OF BOYNTON BEACH Page 3 of 4 Quantity Description 10 COMPAQ DESKPRO EN, CD-ROM, MONITOR, MOUSE, KEYBOARD 10 configured as follows: 1 PIII/550 MHZ CPU 100 MB MEMORY 1 ETHERNET 10 GB DISK Quantity Description 1 AS/400 7XX SERIES SYSTEM (NO CPU, NO MEMORY, NO FEATURES) 1 configured as follows: 475 BATCH CPW 475 INTERACTIVE CPW 2000 MB OF 7XX MEMORY 1 AS/400 CONSOLE LINK REMOTE PC 175 GB OF AS/400 DASD (RAW - 100% USEABLE) 2 10/100MB ETHERNET NCC ACCESS 3 3196 TERMINALS OR EQUIVALENT Quantity Description 1 MOBILE WORKGROUP AREA, UP TO 30 SEATS 1 configured as follows: 10 FURNISHED POSITIONS Declaration Fee: $2,500 per configuration Daily Usage Fee: $500 per configuration per day Daily Usage fee $25 Per PC Starting Day 31 Daily Usage Fees during a Disaster will begin on day 1. Subscriber acknowledges that no more than 32 Mobile Data Centers are available for delivery of the Mobile Resources. 4 Section C of the Recovery Services Agreement shall be replaced, in its entirety, with the following: C. MULTIPLE DISASTER. Subscriber's rights of immediate and exclusive use of the Recovery Services, as provided in Section A2, shall be subject to the possibility that one or more other Subscribers ("other affected Subscribers") could declare a disaster at the same time as (or before or after) Subscriber and require use of the same Recovery Resources at the same time as Subscriber ("Multiple Disaster"). The following provisions are intended to avoid or minimize contention for Recovery Resources during Multiple Disasters. 1. PRIORITY RESOURCES AND SHARED RESOURCES. All Recovery Resources shall be available on a priority use basis ("Priority Resources") except for those designated by SunGard as available on a shared use basis ("Shared Resources"). SunGard's designations of Shared Resources shall be made in its reasonable discretion and shall be subject to change without notice. 2. ACCESS AND USE PROCEDURES. Access to and use of Recovery Resources during disasters shall depend upon whether the Recovery Resources are Priority Resources or Shared Resources and, with respect to Priority Resources, the order in which disasters are declared. SunGard shall maintain records of its receipt of disaster declarations, which shall be the exclusive basis for determining the order in which disasters are declared. (a) Subscriber shall have priority rights of access to and use of applicable Priority Resources that are not then being used by other affected Subscribers who previously declared disasters. Use of such Priority Resources is exclusive for as long as Subscriber is entitled to use them under Section A2. (b) Subscriber and all other affected subscribers shall have equal rights of access to and use of applicable Shared Resources, irrespective of the order in which disasters occur or are declared. Use of Shared Resources may be exclusive at times, but remains subject to the possible need for shared or allocated use with other affected Subscribers. (c) If applicable Priority Resources and applicable Shared Resources are both available, Subscriber may choose which type to use. ~iti~ THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL. SunGard Subscriber Quote 10 45787 A, Last Modified 06/05/2003 SUNGARD@ www.sungard.com .. . SCHEDULE A GOVERNED BY [):?i:) RECOVERY SERVICES AGREEMENT DATED 04/01/2002 ~ ~ N . BETWEEN SUNGARD RECOVERY SERVICES lP and CITY OF BOYNTON BEACH Page 4 of 4 (d) Subscriber shall cooperate with SunGard and all other affected subscribers as reasonably required under the circumstances, including to coordinate the effecient use of Recovery Resources, to avoid or minimize the need for shared or allocated use of Shared Resources, and to implement any necessary plans for shared or allocated use of Shared Resources. (e) If a Multiple Disaster is widespread or extreme, then, notwithstanding the foregoing provisions, SunGard may implement emergency procedures that are necessary, in SunGard's reasonable judgement, to allocate Recovery Resources in order to satisfy the critical needs of affected Subscribers, applicable national security interests and comparable concerns. 3. MULTIPLE DISASTER PROTECTION. To lower the probability of a Multiple Disaster, SunGard shall comply with the following terms: (a) No other subscriber shall be granted any greater rights of access to or use of the Recovery Resources than are granted to Subscriber under this Agreement. (b) No agreement to provide use of any Recovery Resources shall be entered into at a time when the Subscriber location to be serviced is then currently experiencing a disaster. For Center-Based Recovery Services, SunGard also shall comply with the following: (c) To discourage unnecessary disaster declarations, Disaster Declaration Fees, as provided in the Schedules, shall be charged whenever a Subscriber declares a disaster. (d) To discourage unnecessary use of the Recovery Resources, Daily Usage Fees, as provided in the Schedules, shall be charged for use of the Recovery Resources other than for tests. 4. CRISIS MANAGEMENT. Whenever SunGard learns of an approaching storm or other situation that might cause a Multiple Disaster, SunGard shall monitor the situation and use commercially reasonable efforts to coordinate contingency plans with all potentially affected Subscribers. JOZ1niti~ SunGard Subscriber THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL Quote 10 45787 A, last Modified 06/05/2003 SUNGARD@ www.sungard.com