SOFTWARE MAINTENANCE AGREEMENT
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PSI SOFIW ARE MAINTENANCE AGREEMENT
TIllS SOFTWARE MAINTENANCE AGREEMENT (hereinafter "Software Maintenance
Agreement") is made an entered into this -30 day of May, 1995, by and between CITY OF
CLEARWATER, FLORIDA (the "City") and PSI INTERNATIONAL, INC. ("PSI").
WITNESSEm
WHEREAS, the partiLl!{&: entered into a Contract fur Computer System and System
Integration Services dated 'I 36 , 1995 (hereinafter "Master Agreement"); and
WHEREAS, the Master Agreement contemplates that PSI provide software maintenance
immediately upon acceptance of each software module (as defined in the Master Agreement); and
WHEREAS, PSI is desirous of providing such maintenance 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 Software Maintenance Agreement shall incorporate all tenns and conditions of that certain
"Contract for Computer System and System In~~tion Services" by and between City of
Clearwater, PSI International, Inc. dated ~ 3l!> , 1995 (the "Master
Agreement"), a copy of which is attached hereto and maae a part hereof.
3. In addition to the License provided in the Software License Agreement, and in consideration of
the charges specified in Exhibit B of the Master Agreement, PSI will provide to the City,
Software Maintenance Services for any and all 'Licensed Software" as that term is defined in the
Software License Agreement for a period of sixty (60) months from the date of the, City's
acceptance of the Licensed Software provided hereunder,
4. PSI's required services under this Software Maintenance Agreement include the following
maintenance:
4.1.1. Correction of any defects in the manuals, forms, or programs;
4.1.2. Updates of any user guides as required to insure their continued usefulness;
4.1.3. Twenty-four hour assistance by telephone or by mail regarding the use and operation
of the System and software for the following software modules: CAD & RMS
4.1.4. Eight hour, Five day a week assistance by telephone or by mail regarding the use and
operation of the System and software for all other software modules.
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4.1.5. Upgrades to the Licensed Software. For the purpose of this paragraph, the term
"upgrades" shall mean any expansion, modification, or improvement to the Licensed
Software which relate to the operating performance of the Licensed Software.
4.1.6, If Licensed Software, or any portion thereof, becomes damaged, or lost, PSI will
replace same at no charge, provided City specifies, in writing, the circumstances
surrounding the loss.
4.1.7. Government mandated changes in software needed to satisfy the requirements of the
FDLE, FBI and DHSMV.
4.1.8. PSI agrees to insure that the City's version of the Licensed Software is the most
current version available to PSI's new clients, or the new clients of Logistic Systems,
Inc. or Public Safety Technology, Inc.
4.2. Any services not provided hereunder, and required by a duly authorized representative of the
City, shall be charged to the City in accordance with Exhibit B of the Master Agreement.
5. PRICE. The City shall pay an annual charge as specified in Exhibit B of the Master Agreement.
There will be.no maintenance charge for the first year of this Software 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 of its exemption from such
taxes.
6. WARRANTY
6.1. PSI warrants Licensed Software provided to the City pursuant to this Software Maintenance
Agreement or any subsequent software acquisition from PSI for a period of one (1) year
("Warranty Period') from the date of acceptance of the Licensed Software. During that time,
PSI warrants that all of the Licensed Software provided by PSI or any of its subcontractors
will perfonn in accordance with the City issued Request for Proposal dated August 1994,
PSI's response Proposal, and applicable software descriptions and/or specifications. PSI shall
remedy any non-conformity free of charge after it is reported by the City, in writing, to PSI
during the warranty period. Software errors may be corrected by telephone instructions or by
the issuance of updating documentation and/or programs.
6.2. Errors caused by malfunction of non-PSI approved communications equipment and hardware
are not covered.
6.3, Upon notification by the City to PSI that a problem exists, PSI shall immediately provide, if
necessary, a temporary solution until the defects can be pennanently cured, A problem is
defined as.a software result that is inconsistent with its descriptive documentation, the City's
Request for Proposal, the PSI PROPOSAL, or any fit analysis (Systems Requirements)
document developed by PSI.
6.4, In order for setvice to be provided under this warranty, the City shall provide, to the extent
reasonably practicable, and if applicable, the following information to PSI in writing, for any
alleged Licensed Software defects: a) the operating conditions under which the defect occurs
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(including the specific hardware/software configuration, b) a description of what occurs
versus what the City expects to occur, and c) a representative example of inputs, outputs, and
other available documents for repeating and analyzing the problem.
6.5, This software warranty is not applicable if the City makes any unreasonable unauthorized
changes in the hardware and/or Licensed Software, or if the Licensed Software is used on
hardware other than that for which it was intended or other than PSI provided or approved
replacement or upgrade units. Further, PSI does not warrant that the Licensed Software will
meet planned applications of the City of which PSI was not placed on notice by the Master
Agreement and Related Agreements. This Software Maintenance Agreement sets forth the
entire agreement between the parties with respect to warranties and the remedies for their
breach.
6.6. EXCEPT AS EXPRESSLY WARRANTED, PSI DOES NOT WARRANT THAT
COPIES OF THE LICENSED SOFIW ARE OTHER THAN THOSE PROVIDED OR
AUTHORIZED BY PSI SHALL POSSESS FUNCTIONAL INTEGRITY.
6.7. PSI MAKES NO WARRANTIES WITH RESPECT TO THE FITNESS AND
OPERABILITY OF MODIFICATIONS TO THE liCENSED SOFIWARE NOT MADE
BY PSI, OR ANY OF ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS.
6.8. PSI warrants that the Licensed Software does not infringe on the copyrights of any other
party.
6.9. The warranty described herein becomes void if the City or a third party makes any program
changes without the authorization of PSI in the Licensed Software, or if the City refuses to
implement software changes recommended by PSI to correct malfunctions. Notwithstanding
the foregoing, new versions of the operating system shall be installed per the terms of the
Master Agreement.
7. INDEMNITY. PSI shall indemnify and hold hannless the City against all liability or loss, and
against all claims or actions based on or arising out ofPSrs employees, subcontractors or agents
failure to perform any provision herein or the breach of any warranty or covenant herein.
8. LIMITATION OF LIABILITY. In no event will PSI be liable for any damages caused exclusively
by City's failure to perform City's obligations hereunder. PSI shall not be liable for more than
$5,000,000 for incidental or consequential damages, regardless of the form of action, whether in
contract or in tort, even if PSI has been advised of the possibility that such damages may accrue,
In no event shall the total liability and expense of PSI, including reasonable attorneys' fees and
costs, for any and all claims under this Contract exceed twice the amount of this Contract.
9. TERMINATION. This Software Maintenance Agreement may be terminated by the City on 30
days written notice to PSI, provided, however, the termination of this Software Maintenance
Agreement shall not act as a termination of any related agreement, specifically the Hardware
Maintenance Agreement, the PSI Software License, and the Master Agreement.
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10. GENERAL PROVISIONS.
10.1. Waiver. The waiver of any tenn under this Software Maintenance Agreement by either
party is not a waiver of any other tenn 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.
10.2. Headings. The section headings of this Software Maintenance Agreement are used for
convenience and shall not be used to construe or interpret the substance of this Software
Maintenance Agreement.
10.3. The persons signing below represent that they are duly authorized to execute this Software
Maintenance Agreement on behalf of the party for whom they are signing.
10,4. All provisions herein, including, without limitation, all representations, warranties and
covenants expressed in the Master Agreement, shall survive termination of such Master
Agreement.
10.5. Should either party employ an attorney or attorneys to enforce any of the provisions hereof:
or to protect its interest in any matter arising under this Maintenance Agreement, or to
recover damages for the breach of this Maintenance Agreement, the party prevailing shall be
entitled to recover from the other party all reasonable costs, charges and expenses, including
attorneys' fees and costs through appeal, expended or incurred in connection therewith.
10.6. All covenants, representations, and warranties contained in the Master Agreement which are
applicable to this Software Maintenance Agreement shall survive the termination of the
Master Agreement.
10.7, This Software 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 Software
Maintenance Agreement shall vest in PineUas County, Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day
and year first written above.
ByCITY~A
~eth M, Deptu
U City Manager
Attest:
~r;J~1 ~(l~ (?~
If Cynthia #' udeau
City Clerk
)
c3C~
Rita Garvey
Mayor-Commissioner
Approved as to fonn and legal sufficiency:
p~~
City Attorney
PSI International, Inc,
Attest:
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