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HomeMy WebLinkAboutSunGard TRAKitow, By the signatures of their duly authorized representatives below, the SunGard entity ']Identified below and the customer Identified below ("Customer"), intending to be legally bound, agree to all of the provisions of this Order, and agree that this Order represents a separate contract between such SunGard entity and Customer, effective upon the latest date shown on the signature page below ("Order Execution Date"), 0 This Order incorporates and is governed by all of the terms of the SunGard Standard Terms and Conditions version 2016 January, except to the extent that such terms are modified by this Order, to be found at http,,//www.sunclqrdps,com/leggi- agreements/ ("SST") as if the SunGard entity was "SunGard" and Customer was "Customer" thereunder. In the event of an Inconsistency between the SunGard Standard Terms and this Order, this Order shall govern. I , Capital lz,�Rd terms not defined in this Order have the meaning given them in the SST. SunGard Public Sector LLC Los Altos Hills, CA Print Name#, Lisa' Neumann Print Name: Print Title: Controller Print Title: / Date Signed: 12/22/2016 Date Signed: / o CUSTOMER # SUNGARD ORDER# 160381 SOLUTION AND RELATED INFORMATION 1. SOLUTION: SunGard TRAKiT 2. INITIAL TERM: [ Perpetual] 3. SCOPE OF USE: a. DESIGNATED LOCATION(s): 26379 Fremont Rd., Los Altos Hills, CA 94022 b, REGION: UNITED STATES LICENSE AND INITIAL SUPPORT FEES: See Project Cost Supplement Software Notes: 1 Interfaces are interfaces only. Customer is responsible for obtaining the applicable software, hardware and system software from the appropriate third partyvendor. 2. Support for the Initial Support Term is provided at no charge. The Support Fee in the table above represents the support fee for the first Renewal Support Term and is payable only if Customer elects to extend the term through the first Renewal Support Term as provided for in Section 9.3 of the SST. 4. SUPPORTTERM: a. INITIAL SUPPORT TERM: 12 months from the Order Execution Date. b. RENEWAL SUPPORT TERM(S): Additional one year renewal periods commencing upon the expiration of the Initial- - Support Term (or anniversary thereof). Any support term or extension thereof will terminate or expire in accordance with the termination provisions of this Order. PROFESSIONAL SERVICES: See Project Cost Supplement Professional Services Notes: 1 Costs for Professional Services and travel and living expenses will be capped at $114,800. This price is a "not to exceed" amount based on the Professional Services selected by Customer at the time of the execution of this Agreement. The amount listed above will change if additional professional; services are necessitated by changes to the scop(-,,, of the project, or if Customer chooses additional services, software, or hardware following the execution,, of this Order, or if Customer otherwise fails to cooperate with SunGard and/or perform its responsibilities, as reasonably required through the course of the project. In the event that Customer changes the scope of the pro.) ect or requests additional services necessitating an increase in the not to excee(--,', amount, such new amount and services will be memorialized in an amendment to this Order or in a separate order signed by both parties. 2. Travel and living expenses are additional and will be billed monthly as SunGard renders the services. 3. See also Statement of Work 5. THIRD PARTY PRODUCTS: None 6. SUMMARY OF COSTS AND PAYMENT TERMS: See Project Cost Supplement 7. ADDRESSES: a. CUSTOMER ADDRESS FOR INVOICES: b. CUSTOMER ADDRESS FOR NOTICES: 26379 Fremont Rd., Los Altos Hills, CA 94022 26379 Fremont Rd., Los Altos Hills, CA 94022 c. CUSTOMER ADDRESS FOR SOFTWARE SHIPMENT: 26379 Fremont Rd., Los Altos Hills, CA 94022 d. SUNGARD'S ADDRESS FOR NOTICES: SunGard Public Sector LLC. Attn: Legal Counsel 1000 Business Center Drive Lake Mary, FL 32746 8. LIABILITY CAP: The amount of $153,425.00. Any liability incurred pursuant to Section 11 below shall not be subject to this cap. 9. SPECIFIED CONFIGURATION: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configurations) within the United States of America for which SunGard supports the Solution. Customer acknowledges that certain Solutions software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the specified configuration so that SunGard can confirm that it is a configuration on which SunGard supports use of theSolution. 10. AMENDMENTS TO THE SUNGARD STANDARD TERMS (SST): A. Section 3.1, Fees, is amended to strike the following language: A 1kVAk`AY—'lkbM0`,111� - a — A,72-1-fil is-aii 1:72"ra 0,0=1 21211 =,M Mv MT MV4 I�JINMUW 96 AlSoolkAVAM-1 KI pow 110 Ail T- I i a ZZO MUM WIR "IT ffil 17, am M 'A �Iwlm ME IL -A WIN -,A K -A K "WILW, TAX 11 a WAJ AS01 Wok F—I"All ATORAWL-1 AMWIll a" m AVAN" lima 0 'r lialk "Aak in no, -T-W, WE k am laIr-T. =71 IA.1 0 E LWAW. .941 A M.I.P.T."WOMMM L-2 E a �-A om 0 E Mq 0 1111 B. Section 7.2, Termination, is amended to add the following: Customer will additionally have the right to terminate this Agreement for convenience, by providing SunGard with written notice of such termination for convenience at least thirty (30) days prior ' to the effective date of such termination for convenience. Provided as a strict condition of such right of termination for convenience, Customer must first remit to SunGard payment in full of: (a) all outstanding license fee amounts for the Solution, (b) all outstanding amounts for all third party products provided by SunGard under or pursuant to this Order, (c) all unpaid fees for services satisfactorily rendered by or on behalf of -,-SunGard, (d) all unpaid qualifying reimbursable expenses incurred by SunGard, and (e) all amounts which remain due for maintenance as of the effective date of termination. 11. INDEMNIFICATION AND INSURANCE A. To the fullest extent permitted by law, SunGard shall indemnify, defend (with counsel acceptable to Customer), and hold harmless Customer and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the "Town Indemnitees") from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of litigation) (collectively, "Liability") arising out of or in connection with a claim asserted against a Town Indemnitee by a third party for: (i) bodily injury or death; or (ii) damage to any tangible or real property, and in either instance, to the extent proximately caused by the negligent acts or omissions of SunGard pursuant to SunGard's travel to and entry upon Town property in performance of the work contemplated by this Agreement, except such Liability caused by the gross negligence or willful misconduct of the Town Indemnitees. B. Prior to traveling to or entering upon Town property in the performance of the work contemplated by this Agreement and continuing throughout the term of this Agreement, SunGard shall, at SunGard's sole cost and expense, furnish the Town with certificates of insurance evidencing that SunGard has obtained and maintains insurance in the following amounts: Workers' Compensation that satisfies the minimum statutory limits. ii. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City -owned or City -furnished equipment used or operated by the Consultant, its personnel, agents or subcontractors. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non -owned vehicles. All insurance policies shall be written on an occurrence basis and shall add the Town Indemnitees as additional insureds with any Town insurance shall be secondary and in excess to SunGard's insurance. If SunGard's insurance policy includes a self-insured retention that must be paid by an added insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. 12. OTHER TERMS APPLICABLE TO THIS ODDER: • PROJECT COST SUPPLEMENT • SUPPORT SUPPLEMENT • SUNGARD TRAVEL EXPENSE GUIDELINES • STATEMENT OF WORK SUPPLEMENT RESOLUTION 77B-16 XkXJ A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT AGREEMENT FOR THE PURCHASE AND IMPLEMENTATION OF A PERMIT MANAGEMENT AND TRACKING SYSTEM WHEREAS, the Planning and Building Department staff have reviewed the proposals of competitive vendors, and determined TRAKiT to best meet the needs of the Town; and WHEREAS, TRAKiT will enable staff to provide better service to Town residents, will provide more reliable data for use by staff and volunteer committees and enable key data and information to be attached to individual parcels; and WHEREAS, the City Council may adopt a technology fee to recapture some of the cost for the purchase and implementation of the new permit tracking software; and.. WHEREAS, the Planning/Building Director recommends that the contract for said project be awarded to the most competitive system. NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that the City Manager is hereby authorized to award a, contract in an amount not to exceed $164,850 plus $14,300 per yearwitha 3% yearly increase thereafter. The above and foregoing Resolution passed and adopted by the City Council of the Town of Los Altos Hills at a regular. meeting held on the 201h day of October, 2016 by the following vote: AYES: Harpootlian, Waldeck, Corrigan, Radford, Spreen NOES: None ABSENT: None ABSTAIN: None o Harpootlian, Mayor ATTEST: Deborah Padovanw City Clerk Resolution 77B-16 Page 1 PROJECT COST SUPPLEMENT <Insert> Es 40 m C) 1\5 91 CD C) -a a -(), a ® CD (D CD C) CD a CO CO C) C:) C) C:) C) ® 6 6 6 c) 6 c) F)m ® C) C) C) C) C) C) CD ® rutL -.0 ® C) C) C) C:) C) Q C) c) C:) C) c) C) C) ® 6 6 CD 6® b F ® C) C) C) C) ® C) m cn 0 (D m m 0 00 z 0 0 rl"k 0-0 C/) U) U) C/) In 0 (D ;u X > > m mn (D o 6666 M C (D CD 0 CL ro- 0 Zj rm#L rn C� O O Z 0 CD 3 -u T r- -0 r- -0 m m 0 a 3 i� 0 CD 1— 0 r®D CD i�: 1- z --A z 0 -rn (n CD 0 CL G) r r� 0 C: (D CO CO ;a (D rEtL CD > 0 10 CD r- r- -n > -0 CD cn U) (D (n 0 3 CD X X 0 DDS, = > > > > > 0 DD�CL 0 m w ;r,, X, X, ;K 7, v o o=r O=r rq. 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E a) E I W > o a) C: 0 CUs-4- s- 0 N c: QL 4" 0 a)c -1" 4- c)- =3 a) 0 w 5 Obi 4- cr 0 0 0 O cn cn -0 z a) a) E = - L a- cn E = J E -1-a -1-j - L- -o a) E cu 4c': a) o a) E a) cn a) E a) cQ 0 E E c-) 0 E in a) -1-- 0 L- cn = cn C-) o 4-j +, a) clicn 0 io a) a) c) a)U) 0 "C: LL 00 0- a) . = C: 0- cL E -0 0 :3 -a &- =3 a) M .&- ca 0 EL E a) (D a) N a) 0 c- 0 0 0 > a) CL cu a) 0 0 a) c- a) LO0 U) 4- 4- Z O o r- Z 0 0 t p- �� a) a) a. F5 E U) a) :3 :3 C-) = 0 4- CL _a cL a) o :3 Q_Ja E CL a) s- m 4" -0 Lcu— 0 cn EL a) (D u) -r- 0 a) E L --C ��0 c: cn 0 sm 0 cn SUPPORT SUPPLEMENT 1. SunGard shall provide to Customer, during SunGard's support hours as set forth in the Support Standards below ("Support Hours"), telephone assistance regarding Customer's proper and authorized use of a new edition of a Solution orCustom Modification (the "Re|eeae').oaopp|icab|e. 2. SunGard shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving Errors reported bvCustomer inaccordance with this Order. Customer shall provide toSunGard reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist SunGard in its efforts to diagnose, reproduce and correct the Error. These support services shall be provided by SunGard at Customer location(s) if and when SunGard and Customer agree that on-site services are necessary to diagnose or resolve the problem. Ifareported Error did not, in foot` exist or was not attributable to @ defect in the Solution or an act or omission of SunGard, then Custovnershall pay for SunGard's investigation and related services at SunGard's standard professional services rates. Customer must provide SunGard with such facilities, equipment and support as are reason8bly necessary for SunGard to perform its obligations under this Order, including remote access to the Specified Config u ration. 3. Customer shall promptly install and/or use any Release provided by SunGard to avoid or mitigate a performance problem orinfringement claim. All modifications, revisions and updates to the Solution ahG|| be furnished by means ofnew Releases ofthe Solution and shall boaccompanied byupdates tothe Documentation whenever SunGard determines, in its sole discretion, that such updates are necessary. 4. Support Surcharge Imposed |nCertain Instances: At the commencement 0fany Renewal 8upportTermwhere Customer is operating onaSolution version that ismore than two (2)general release versions behind thethen~ our[entre|eaaoforany8V|ution'8uDGordvvi||@aaesaGtenperoent(1O96)8urch@rgeVverandabovethe support fee for that Renewal Support Term, with such surcharge to be imposed on a prorated basis for the portion of the Renewal Support Term that Customer remains on a general release version that is more than two (2) releases behind the then -current release of the Solution in question. Once Customer is using a release that is no more than two (2) general release versions behind the then -current release, the support surcharge will beremoved on aprospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then -current release. Support Standards Support Hours: 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 the Order as to Support Type, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9") . Targeted Response Times. "Notification" means a communication to SunGard's help desk by means of: (i) SunGard'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's then - current policies and procedures for submitting such communications. With respect to SunGard's support obligations, SunGard will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution or Custom Modifications identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard "Telephone Support" hour occurring after SunGard's receipt of the Notification: Urgent A support issue shall be.considered Urgent when it SunGard has a stated Although resolution 1 produces a Total System Failure; meaning goal to respond within times vary depending SunGard's S0luti0II/CUSt0M Modification is not 60 minutes of the on the exact issue and performing a process that has caused a complete issue being reported customer work stoppage. and have a resolution environment, plan within 24 hours. SunGard has a stated goal to resolve an urgent issue within 24 hours or provide a resolution plan with Critical A support issue shall be considered Critical when SunGard has a stated 2 a critical failure in operations occurs; meaning goal to respond within urgent issues within SunGard's Solution/Custom Modification is not two hours of the issue 24 hours of the issue performing a critical process and prevents the being reported. being reported. continuation of basic operations. Critical problems do'not have a workaround. This classification does A resolution plan not apply to intermittent problems. details the steps necessary to understand and Non- A support issue shall be considered Non -Critical SunGard has a stated Critical when a non-critical failure in operations occurs; goal to respond within possibly resolve the 3 meaning SunGard's Solution/Custom Modification four hours of the issue issue. is not performing non-critical processes, but the being reported. system is still usable for its intended purpose or there is a workaround. Minor A support issue will be considered Minor when the SunGard has a stated 4 issue causes minor disruptions in the way tasks are goal to respond within performed, but does not affect workflow or 24 hours of the issue operations. This may include cosmetic issues, being reported. general questions, and how to use certain features of the system. * Measured from the moment a Case number is created. As used herein a "Case number" is created when a) SunGard's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard's online support portal, and b) when SunGard's support representative assigns a case number and conveys that case number to the Customer. Customer must provide remote access to its facility using a SunGard approved remote access client so that SunGard can perform the support obligations and/or services under this Order, and will provide appropriate security access and accounts for SunGard staff and each session participant. SUNGARD PUBLIC SECTOR TRAVEL EXPENSE GUIDELINES SunGard will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the SunGard Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. AIR TRAVEL — SunGard will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, SunGard shall provide the travel itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unlessl.a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileagE.'� rate for all local trips. LODGING —Reasonable lodging accommodations are reimbursable,'., up to $125 per night. If, depending on the city, reasonable accommodations cannot be secured for $125 per night, Customer's prior approval will be required. Upon request by Customer, the hotel receipt received upon departure will be submitted for reimbursement. All food items, movies, and phone/internet charges are not reimbursable. RENTAL CAR— Compact or Intermediate cars will be required unless there are three or more SunGard employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however pre -paid gas purchases will not be authorized and all rental cars are to be returned with a full -tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. SunGard shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the SunGard auto insurance policy. Fines for traffic violations are not reimbursable expenses,� OTHER TRANSPORTATION — SunGard staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hote'l shuttle service). Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then -current IRS mileage guideline rate (subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS $57.00 per day Standard Per Diem $11.40 — Breakfast $14.25 — Lunch $31.35 — Dinner