HARDWARE MAINTENANCE AGREEMENT
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PSI HARDWARE MAINTENANCE AGREEMENT
TIllS HARDWARE MAINTENANCE AGREEMENT (hereinafter "Hardware Maintenance
Agreement") is made an entered into this 3 ~ day of May, 1995, by and between CITY OF
CLEARWATER, FLORIDA (the "City") and PSI INTERNATIONAL, INC. ("PSI").
WITNESSETH
WHEREAS, the parties hereto entered into a Contract for Computer System and System
Integration Services dated A1A'1 30 . 1995 (the "Master Agreement"); and
WHEREAS, the Master Agreement contemplates that PSI provide hardware maintenance
immediately upon acceptance of the relevant milestone equipment; and
WHEREAS, PSI is desirous of providing such maintenance to the City in accordance with the
provisions herein;
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which
is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. The above recitals are true and correct and are incorporated herein by this reference.
2. This Hardware Maintenance Agreement shall incorporate all terms and conditions of that certain
"Contract for Computer System and System Integration Services" by and between City of
Clearwater, Florida, and PSI International, Inc., dated ~r c3<r . 1995 (the
"Master Agreement"), a copy of which is attached hereto and made a part hereof.
3. Service Responsibilities of PSL PSI shall maintain any and all equipment provided to the City
pursuant to the Master Agreement or any related agreement in good operating condition in
accordance with, without limitation, the following:
3.1. PSI shall provide all labor, travel expenses, parts, and materials required to repair or replace
malfunctioning equipment either seven (7) days a week, 24 hours per day or five (5) days a
week, 8 hours per day, depending on the item of equipment. Equipment coverage is defined
in Attachment A
2. Maintenance shall cover replacement parts, exchange parts, as well as parts originally
provided under the Master Agreement. All replacement parts must be manufacturer
provided, and shall be warranted as if the part were new. Exchange parts removed from the
equipment and replaced by properly functioning equipment shall become the property of PSI.
4. Services Not Included and Limitations:
4 .1. The maintenance provided for herein does not include:
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4.1.1. replacement of parts or increased service time caused by rearrangement or relocation
of PSI provided computer hardware except for relocation provided or requested by
PSI or its agents.
4.1.2. maintenance or support of operating systems, application software, or hardware
malfunctions caused by defective software not provided by PSI. Maintenance and
support of operating systems and application software provided by PSI pursuant to
the Master Agreement or any related agreement shall be covered by the Software
Maintenance Agreement of even date herewith. Maintenance and support of hardware
malfunctions caused by defective software provided by PSI pursuant to the Master
Agreement or any related agreement shall be covered herein.
4.1.3. repairs made necessary for causes other than ordinary use.
4.1.4. the provision of optional retrofits.
4.1.5. replacement of parts lost by the City after acceptance.
4.1.6. adding, removing or repairing accessories, attachments or other devices not approved
by PSL which approval shall not be unreasonably withheld.
4.1.7. exterior painting or refurbishing the appearance of the equipment.
4.1.8. repairs necessitated by the City's unapproved alteration of equipment.
4.1.9. replacement of parts caused by accident beyond the reasonable control of PSI;
disaster, including water, wind, fire and lightning; vandalism or burglary.
4.2. The performance of services not included in the maintenance provided hereunder will be
charged in accordance with PSI's per call rates and terms as listed in Exhibit B of the Master
Agreement.
4.3. The maintenance service will be performed promptly, provided, however, PSI guarantees a
four hour Response Time for any maintenance service. If Response Time, as defined
hereinafter, exceeds four hours for each of more than 2 calls in any 90 day period, the City
reserves the right to terminate this Hardware Maintenance Agreement and/or the Master
Agreement or any related agreements, and seek any available remedies at law or in equity.
PSI shall not be liable for delay in furnishing or failure to furnish service if such delay or
failure is caused by an act of God, strike, government action or any cause beyond the
reasonable control of PSI. 'Response Time" shall be defined as the time interval between the
original call from the City to PSI requesting service and the time that a PSI service
representative actually arrives on site or solves the problem by telephone.
4.4. PSI shall compile an up-to-date inventory list of equipment descriptions and serial numbers
of all PSI supplied and/or approved equipment and accessories that have been provided to
date under the Master Agreement or any related agreement. PSI shall furnish the updated list
to the City Project Manager prior to the acceptance date of each of the respective milestones
referenced in Exhibit A of the Master Agreement. PSI understands and agrees that the City is
under no obligation to accept any PSI provided equipment until such list is furnished to the
Project Manager prior to the Acceptance Date of each milestone. PSI shall provide the
inventory list in a mutually agreed upon electronic format. As part of the acceptance process,
the City shall confirm the accuracy of said list which shall be co-signed by the project
managers for the City and PSI.
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4.5. Notwithstanding the City's ratification of the above-referenced list and acceptance of the
components contained in each of the respective milestones, PSI shall nevertheless be
responsible for maintaining any and all equipment, whether included on said list or not,
supplied by PSI or any of its subcontractors pursuant to the Master Agreement or any related
agreement (herein "Covered Equipment") unless specifically exempted, in writing, by the
mutual agreement of the City and PSI.
4.6. The City and PSI reserve the right to supplement the scope of this Hardware Maintenance
Agreement by adding equipment not previously covered by this Hardware Maintenance
Agreement. In such event, PSI shall not unreasonably withhold its approval of such
additional equipment, and sha1l only charge the per unit amounts as set forth in Exhibit B of
the Master Agreement..
4.7. Coverage under this Hardware Maintenance Agreement shall tenninate for any equipment
serviced or modified by other than authorized PSI personne~ without PSI's approval, which
approval shall not be unreasonably withheld, provided, however, PSI hereby authorizes the
City to conduct routine maintenance and install add on accessories.
4.8. PSI is not responsible for providing hardware maintenance service for equipment relocated
off-site without the authorization ofPSL other than relocation to specified equipment
locations, unless otherwise authorized by PSI's Project Director.
5. No Trouble Found. From time to time, the City may request repair service for the equipment
under this Hardware Maintenance Agreement which PSI then detennines is functioning properly.
In such an event, and in the sole discretion ofPSL the City shall pay to PSL in addition to any
amounts paid under this Hardware Maintenance Agreement, a minimum service charge for one
hour labor at PSI's current standard hourly rates as set forth in Exhibit B of the Master
Agreement. However, if a subsequent service call or calls is required for the same piece of
equipment, and it is ultimately found to be malfunctioning, then the City shall not have to pay for
the labor cost of repairing the equipment and shall be entitled to a full refund of any additional
monies collected by PSI under this 'No Trouble Found" clause for prior service calls for the same
problem relating to that item..
6. Non-Assignability. This Hardware Maintenance Agreement is not assignable by the City or PSI
without prior written agreement and shall tenninate as to any equipment which the City sells
during the term of this Hardware Maintenance Agreement.
7. Responsibilities of City. The City shall notifY PSI Service Centers upon equipment failure and
shall provide PSI full and free access to the equipment as well as adequate working space, heat,
light, ventilation, and electrical current and outlets. PSI shall only accept requests for maintenance
service from authorized representatives of the City and the City is not obligated to pay for any
additional maintenance, as provided hereunder, unless requested by an authorized representative
of the City.
8. Loaner Equipment. PSI shall provide free replacement units ifunits are not repaired within 24
hours of a request for maintenance services. PSI sha1l have extra boards and replacement parts
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inventoried so that the hardware vendor can phone-walk a system's administrator through a
routine swap-out.
9. Term.
9.1. The commencement date of this Hardware Maintenance Agreement shall be the date in which
the City accepts the individual items of equipment covered hereunder .
9.2. The term of this Hardware Maintenance Agreement shall continue for Sixty (60) months
from the commencement date.
10. Price. The City shall pay an annual charge as specified in Exhibit B of the Master Agtreement.
There will be no maintenance charge for the first year of this Hardware Maintenance Agreement.
Payments shall be for a one (1) year period and shall be paid in advance. There shall be added to
this charge an amount equal to all taxes, where applicable, including state and/or sales and/or use
taxes unless City provides PSI with appropriate written certification ofits exemption from such
taxes.
11. Eligibility for Expansion of Hardware Maintenance. PSI reseIVes the rightto require an
inspection and refurbishment, at City expense, prior to initiation of this Hardware Maintenance
Agreement for any non-PSI provided equipment.
12. Indemnify. PSI shall indemnify and hold harmless City against all liability or loss, and against all
claims or actions based on or arising out of injury to, or death of, persons, or damage to or loss of
property caused by the acts or neglect of PSI, or PSI's employees, subcontractors or agents in
connection with the perfonnance of this Hardware Maintenance Agreement.
13. Termination. This Hardware Maintenance Agreement may be tenninated, for whatever reason,
by City upon 30 days written notice to PSI, provided, however, the tennination of this Hardware
Maintenance Agreement shall not act as a tennination of any related agreement, specifically the
Software Maintenance Agreement, the PSI Software License, and the Master Agreement, unless
the notice so states.
14. General Provisions.
14.1. Waiver. The waiver of any term under this Hardware Maintenance Agreement by either
party is nota waiver of any other term or the waiver of the same term at any other time. Any
waiver must be in writing and signed by the party making the waiver.
14.2. Headings. The section headings of this Hardware Maintenance Agreement are used for
convenience and shall not be used to construe or interpret the substance of this Hardware
Maintenance Agreement.
14.3. The persons signing below represent thatthey are duly authorized to execute this Hardware
Maintenance Agreement on behalf of the party for whom they are signing.
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14.4. All provisions herein, including, without limitation, all representations, warranties and
covenants expressed in the Master Agreement, shall survive tennination of such Master
Agreement.
14.5. All covenants, representations and warranties contained in the Master Agreement which are
applicable to this Hardware Maintenance Agreement shall survive the termination of the
Master Agreement.
14.6. Should .eiJher party employ an attorney or attorneys to enforce any of the provisions hereof,
or to protect its interest in any matter arising under this Hardware Maintenance Agreement,
or to recover damages for the breach of this Hardware Maintenance Agreement, the party
prev~ shall:OO entitled to recover from the other party all reasonable costs, charges and
experises;inch,Klingilttorneys' fees and costs through appeal, expended or incurred in
connection therewith.
14.7. This Hardware Maintenance Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida. Venue for any litigation arising out of this Hardware
Maintenance Agreement shall vest in Pinellas County, Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Hardware Maintenance Agreement to
be executed as of the day and year first written above.
rib
Rita Garvey
Mayor-Commissioner
By:
- Elizabeth M.
City Manager
PSI International, Inc.
Attest:
I:'~~~ ;t2dH!'jI< @V~
Wynthia. deau
[) City Clerk .
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By: ~j
~~ash Mehta
Vice President of Finance
Approved as to form and legal sufficiency:
j-cL .~ ~
Pamela K. Akin
City Attorney
Attest:
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FAX S8IVer. 0
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CAD Suaervisor -IBM RSI6000 40P 1 7 x 24
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CAD 2nd SUD8lVisor. IBM RSI6000 25F 17x24
CAD Trainina - IBM RS/6000 40P 1 5x 8
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