HARDWARE & SOFTWARE MAINTENANCE SERVCIES
MAINTENANCE SERVICES AGREEMENT
This Maintenance Services Agreement ("Maintenance Agreement") is hereby entered
into between The City of Clearwater, hereinafter referred to as "The CLIENT," and HR
. Management Partners Inc., a Florida Corporation, hereinafter referred to as
"CONTRACTOR. "
This Maintenance Agreement is part of the Agreement ("Agreement") entered into
between The City of Clearwater and HR Management Partners, Inc.
In consideration of the mutual terms and conditions, promises, covenants and payments
set forth in the Agreement, the CLIENT and CONTRACTOR agree as follows:
ARTICLE 1
HARDWARE AND LICENSES COVERED BY MAINTENANCE
This Maintenance Agreement applies to remedial maintenance services
("Maintenance") provided by CONTRACTOR to the CLIENT for the Compensation
Manager 2.1 ("Licensed Software") provided to the CLIENT by CONTRACTOR pursuant
to the Agreement.
ARTICLE 2
SOFTWARE MAINTENANCE COVERAGE
2.1. Licensed Software. During the term of this Agreement, CONTRACTOR agrees
to provide Maintenance to diagnose problems, determine proper solutions and
provide:
A. The implementation of any required solutions, changes, modifications,
work-arounds, updates or other services which are necessary to allow the
Licensed Software to perform in accordance with the requirements for
such Licensed Software as set forth in the Agreement.
B. Upgrade the Licensed Software to its required performance standards as
required in the Agreement.
C. New Releases of the Licensed Software at an agreed upon price.
D. Maintenance Releases.
E. Remote Dial-In Support via modem from the CONTRACTOR's Customer
Service Department.
The above description of Warranty, Support, and Maintenance does not include
problem resolution and/or work-around problems directly caused by the the
CLIENT or any other third party vendor, unless authorized by CONTRACTOR.
2.2 When making a telephone request for Maintenance, the CLIENT shall provide to
CONTRACTOR a detailed description of the problem and, if requested, a listing
of any computer output and all such other data which CONTRACTOR may
Maintenance Agreement
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CLIENT and replicate the problem.
2.3 the CLIENT acknowledges that it will use reasonable care to determine whether
an error exists in or a problem results from Hardware or Software other than the
Licensed Software prior to reporting such to CONTRACTOR.
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2.4 If CONTRACTOR is unable to determine the cause of the problem through
remote access, CONTRACTOR will dispatch its representative(s) to the
CLIENT'S site to resolve the problem at no additional cost to the CLIENT'S. If
the cause of the problem is subsequently deemed caused by the CLIENT'S staff,
CONTRACTOR will be reimbursed for its expenses and an hourly rate of one
hundred twenty-five dollars ($125.00) for dispatch of CONTRACTOR's staff to
the CLIENT'S site.
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2.5 Software Temoorarv Solution: If CONTRACTOR determines that a temporary
solution to a problem with the Licensed Software is feasible or necessary to keep
the Software properly functioning, with the CLIENT'S Contract Administrator's
approval, such approval not to be unreasonably withheld, CONTRACTOR shall
cause the solution to be implemented through remote access or by the CLIENT.
If implementation is not feasible through the remote access (excluding the
CLIENT'S failure to provide such remote access), or if CONTRACTOR judges
the implementation to be beyond the reasonable capabilities of the CLIENT'S
Contract Administrator to implement locally, CONTRACTOR shall dispatch its
representative to the CLIENT'S site to implement the solution at no additional
cost to the CLIENT. If the cause of the problem is subsequently deemed caused
by the CLIENT'S staff, CONTRACTOR will be reimbursed for its expenses and
an hourly rate of one hundred twenty-five dollars ($125.00) for dispatch of
CONTRACTOR's staff to the CLIENT'S site.
2.6 Procram Chance to Licensed Software: If CONTRACTOR determines that a
program change is necessary to the Licensed Software, CONTRACTOR
shall develop the code necessary to implement the change, test the change, and
provide code changes to CLIENT at no additional cost to the CLIENT.
2.7 Response Time and Maintenance Effort: CONTRACTOR will respond to a call
for Maintenance service within four (4) hour after initial notification by the
CLIENT'S Contract Administrator and shall initiate appropriate Maintenance
efforts as follows:
a. If the problem results in an inability to use the Licensed Software,
CONTRACTOR shall, with the CLIENT'S cooperation, commence
continuous Maintenance efforts to correct the problem until
resolved.
b. If the problem has not been resolved within twenty-four (24) hours
from the time of initial written (hard copy or electronic) notification
by the CLIENT'S Contract Administrator then, if ordered by the
CLIENT'S Contract Administrator, CONTRACTOR shall promptly
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dispatch representative(s) to provide on-site Maintenance until
such time as the problem has been corrected. In addition to
dispatching representatives to the CLIENT'S site, CONTRACTOR
shall continue efforts to resolve the problem remotely.
ARTICLE 3
EXCLUSIONS
This Maintenance Agreement does not cover software modified by the CLIENT or any
party other than CONTRACTOR without the prior written consent of CONTRACTOR.
CONTRACTOR'S efforts expended for testing and/or any remedial action traceable
solely to the CLIENT'S errors or unauthorized system changes will be billed at standard
CONTRACTOR'S time and material rates.
ARTICLE 4
CHARGES FOR MAINTENANCE
The charges for Maintenance ("Annual Maintenance Charge") provided under this
Maintenance Agreement are as follows:
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Commencement of Maintenance. Twelve (12) months of Support Services (the
"Initial Term"), commencing upon Final Acceptance is to be provided by
CONTRACTOR for the Licensed Software at a cost of three thousand six
hundred dollars ($3,600.00). For the twelve (12) month period after the Initial
Term, CONTRACTOR shall, at the CLIENT'S option, provide annual support
services at a cost of three thousand six hundred dollars ($3,600.00). Thereafter,
the CLIENT shall have the right to renew the annual support services for
successive one (1) year periods subject to CONTRACTOR'S annual price
adjustment. The parties agree that CONTRACTOR'S annual price adjustment
shall not exceed the lesser of the CPI or 5%, but in no event shall the annual
support charged to the CLIENT exceed the prevailing market rate for such
support. CONTRACTOR shall give written notice to the CLIENT of the amount
of any increase in cost for Maintenance at least ninety (90) day prior to the
anniversary date of annual support.
Payment for Optional Maintenance. If the CLIENT acquires annual support
services, the CLIENT agrees to pay CONTRACTOR the price of such support
either:
A. in full, at the beginning of each annual term; or
B. in equal monthly installments at the beginning of each month,
within thirty (30) calendar days of receipt of CONTRACTOR'S proper invoice.
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ARTICLE 5
TERMINATION
This Maintenance Agreement may be terminated by the CLIENT or CONTRACTOR
upon any material breach or default of the other party ("defaulting party") by giving written
notice to the defaulting party specifying the nature of such breach or default, and such
termination shall become effective on the expiration of twenty (20) calendar days from
the date of notice unless such breach or default is cured to the reasonable satisfaction
of the non-defaulting party. In the event CONTRACTOR is in default, CONTRACTOR
shall promptly reimburse the CLIENT for any prepayment for annual support services
from the date of termination to the end of the then current Contract Year.
ARTICLE 6
REMOTE ACCESS
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6.1 The parties envision that Maintenance will be provided by CONTRACTOR by
remote electronic means (remote access). The manner, including any security
restrictions, method, equipment, software and other considerations for remote
access shall be mutually determined by the parties prior to Final Acceptance of
the System. the CLIENT, at its expense, shall provide the equipment and
software at its location to permit remote access. CONTRACTOR, at its expense,
shall provide the equipment and software at its location to permit remote access.
CONTRACTOR shall assume all telephone access costs incurred to perform
Maintenance on the Licensed Software by remote access.
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6.2 the CLIENT shall provide physical access for CONTRACTOR'S personnel to the
System as necessary during Maintenance to allow CONTRACTOR to perform
Maintenance when such personnel are on-site. In addition, the CLIENT'S shall
provide, within the CLIENT'S premises, adequate space for Maintenance to be
performed when Maintenance is to be performed on site by CONTRACTOR.
ARTICLE 7
MAINTENANCE LOG
7.1 CONTRACTOR agrees to maintain records of its Maintenance activities
("Maintenance Log"), which shall include the following:
A. Date and time of malfunction;
B. Date and time of receipt of call and contact;
C. Date and time of commencement of service by CONTRACTOR;
D. Software subject to malfunction;
E. Description of malfunction and cause, if known;
F. Corrective action taken; and,
G. Special or additional charges, if applicable.
7.2 the CLIENT maintains a Help Desk for its various systems and data processing
functions. The CLIENT shall provide CONTRACTOR with available help desk
logs and information related to the System to assist in Maintenance activities if
requested by CONTRACTOR.
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Signature page of Professional Consulting Agreement Between -Zj2 ;y'o)
City of Clearwater and HR Management Partners, Inc. dated ' :>,
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IN WITNESS WHEREOF, the Client and the Consultant have executed this Agreement
as of the date first written above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By ~~~--:a:
illiam B. Horne, II
Interim City Manager
~~~ 't--
Brian J. Au J1
Mayor-Commissioner
Approved as to form:
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Attest:
Leslie K. Dougall-Si
Assistant City Attorney
HR MANAGEMENT PARTNERS, INC.
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