FALSE ALARMS MANAGEMENT SOLUTION - SAAS LICENSE AGREEMENTPM AM Corporation
False Alarms Management Solution — SaaS License Agreement
1. GENERAL: This Agreement is a legally binding agreement between The City of
Clearwater, ( "Licensee ") with its principal offices at 100 S. Myrtle Ave., Clearwater, FL
33756 and PM AM Corporation ( "PM AM ") with its principal offices at 5430 LBJ Freeway,
Suite 370, Dallas, TX 75240 and governs the terms and conditions that apply to delivery
of Software as a Service ( "SaaS ") services as described in this Agreement.
2. SERVICE AND USE OF SERVICE: The SaaS is a software application service which
PM AM provides via the Internet referred to herein as False Alarm Management Solution
( "FAMS "). The software is installed at a server at PM AM or at PM AM's election, at a third
party. The service is used via Internet or other data connection. PM AM grants to Licensee
the non - exclusive, non - transferrable, and non - sublicensable rights to use the FAMS
software. This license allows Licensee to use FAMS in order to process and store alarm
permit related data. This license is for use to manage Licensee's false alarm program,
Licensee may not resell or distribute. This license covers and includes all related
interfacing modules that may be used in order to interface FAMS with existing onsite
applications and processes.
FAMS is used to manage False Alarm Reduction Ordinances. FAMS allows for the
registration of new permits, bill for permit renewals, track false alarms, bill for false alarms,
hold hearings, and generate reports for permits, alarms, and hearings. Also to maintain a
citizen web - portal where citizens can apply for a new permit and pay online. As best as
can be determined by both parties, FAMS will reasonably support the City's current alarm
ordinance.
3. LICENSE VALIDITY: This license is valid so long as Licensee is current on service
fees and have not breached any of Licensee's obligations contained in this Agreement.
4. SERVICE FEES: A service fee is to be paid in advance in one installment of $4,922
upon the system going live, or other pre- arranged date agreed between Licensee and PM
AM for an initial term of one (1) year beginning upon execution.
Thereafter, term and service fees payable under this Agreement are calculated based on
the then current fee schedule as provided by PM AM from time to time. Increase in
annual the service fee shall not exceed the US Department of Labor Bureau's Consumer
Price Index (CPI) percentage change per year.
Licensee agrees to pay any sales, value -added or other similar taxes imposed by
applicable law that PM AM must pay based on the services Licensee orders, except for
taxes based on PM AM's income. All amounts invoiced hereunder are due and payable
within 30 days of the date of the invoice.
Access to data and services is conditioned upon the timely payment of service fees.
5. SERVICE AND SUPPORT: The following service and support is included within the
monthly service fee: (a) training will be available to Licensee over the internet, and (b)
customer service will be available from 8:30 am to 5:30 pm Central Standard Time,
Monday through Friday, unless such day is a U.S. Federal or State holiday, via means of
telephone or over the Internet through the use of remote access software.
Setup and data conversion fees (if any) are one time only fees and are non - refundable. If
PM AM carries out an update or upgrade of the FAMS software it will be provided to
Licensee free of charge. No guarantee is made that updates or upgrades will be available.
If Licensee request a modification to the FAMS software, PM AM will provide to Licensee
a fee estimate and time estimate for providing the modification. At PM AM's election, the
FAMS software modification shall be available to all of PM AM's customers.
6. SOFTWARE OWNERSHIP: All software and modules and modifications are the
sole property of PM AM and all rights not expressly granted to Licensee in this Agreement
are reserved by us. PM AM is the owner of title, copyright, and other intellectual property.
The software is licensed, not sold. The rights of use in this Agreement refer only to the
object code and not to the source code. Licensee may not reverse engineer, decompile,
or otherwise disassemble the software. The FAMS or the SaaS services may not be copied
or modified in any manner by Licensee. This Agreement does not grant to Licensee any
rights to trademarks or service marks.
7. OWNERSHIP OF DATA: Licensee retains sole ownership of all data entered into
FAMS during the operation of Licensee's business and the lease of the software. We will
use commercially reasonable efforts to keep Licensee's data protected. Upon request PM
AM will provide backups to Licensee for Licensee's storage.
8. DATA PRIVACY: City and PM AM both agree to maintain and obligate their
employees to maintain the confidentiality of all information not generally known relating
to this Agreement and FAMS or the data of the other party which becomes accessible
through the preparation and performance of this Agreement. This obligation will continue
during the term of this agreement and after the termination or expiration of this
agreement. Notwithstanding the above, the parties understand and agree that the City is
subject to Florida Public Records Laws, Chapter 119, Florida Statutes.
9. DATA ACCESS: PM AM will provide Licensee with 24/7 access to Licensee's data
at a minimum with 98% uptime, measured monthly, excluding the periods of
maintenance, updates, upgrades, modification implementation, and Force Majeure Events
(as defined herein). PM AM has the right to suspend or disconnect the service wholly or
partly if necessary for repair, upgrade, or maintenance. PM AM will perform maintenance
on a regular basis, communicate such maintenance on a reasonable basis, and if possible,
communicate in advance and perform the maintenance on off -peak periods. If Licensee's
data becomes inaccessible due to problems at PM AM's facilities other than during
periods of maintenance, updates, upgrades, modification implementation, or a Force
Majeure Event, PM AM will refund 1 day of service fees for every hour Licensee is not able
to access Licensee's data for a maximum of sixty (60) days. Such payment is the sole
remedy for failure of any service obligations or other breach of this Agreement by PM
AM.
10. TERMINATION: There are no cancellation fees. To terminate this Agreement,
Licensee must provide to PM AM written notice of termination a minimum of 90 days
prior to Licensee's desired termination date. If Licensee terminates this Agreement,
Licensee shall receive the unused portion of the pre -paid monthly fees prorated over the
months remaining of the twelve months Licensee paid to use the SaaS service; provided
that no other fees will be refundable, including, without limitation, modification fees,
setup and data conversion fees, and fees for additional or excess services. If Licensee fails
to make timely payments or breach any other obligations, PM AM may immediately block
access to FAMS and upon written notice to Licensee, terminate this Agreement effective
immediately. Upon termination by PM AM, Licensee shall receive the unused portion of
the prepaid monthly fees or excess services.
11. WARRANTY: PM AM represents and warrants that it has title and ownership of
FAMS and has the authority to grant the license hereunder.
12. DISCLAIMER OF WARRANTY: THE SOFTWARE AND ITS RELATED MATERIAL
ARE PROVIDED "AS I5" AND WITHOUT WARRANTY OF ANY KIND, AND PM AM
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE
SOFTWARE WILL MEET ANY CUSTOMER REQUIREMENTS. PM AM DOES NOT
GUARANTEE THAT THE SERVICES WILL BE PERFORMED UNINTERRUPTED, TIMELY,
ERROR FREE OR MALWARE FREE. LICENSEE ACKNOWLEDGES THAT PM AM DOES
NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO
LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH
COMMUNCATION FACILITIES. PM AM IS NOT RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. LIABILITY: PM AM is released from its obligations to perform services under this
Agreement if and to the extent that such failure is due to the occurrence of an act, event
or condition which was not reasonably foreseeable and /or the consequences of which
cannot reasonably be removed or avoided by PM AM, including, without limitation,
national emergency, acts of God, strikes or other labor issues, disruption of electrical
service, cable or network damage caused by a third party, or natural disasters (a "Force
Majeure Event "). PM AM's liability arising out of or in connection with a defect or failure
in service is limited to the correction of the defect or failure or alternatively, the re-
performance of the service. IN NO EVENT WILL PM AM BE RESPONSIBLE FOR ANY
INDIRECT OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, LOSS OF USE,
UNREALIZED SAVINGS, LOSS OF EARNINGS, OR BUSINESS OR PRODUCTION
INTERRUPTION, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.
14. VARIOUS: This Agreement is governed by the laws of the State of Florida without
giving effect to the conflict laws rules or choice of laws rules thereof. Venue for any action
brought relating to this Agreement or Licensee's use of the FAMS software shall be proper
only in Pinellas County, Florida. The heading are convenience only and do not effect the
terms or provisions hereof. This Agreement may not be assigned by Licensee. This
Agreement contains the entire agreement of the parties and supersedes any prior or
contemporaneous agreement or discussion. This Agreement may be amended only by
written agreement signed by other parties.
The parties hereto caused this Agreement to be executed by their duly authorized
representatives on this Sep+cw,.ber 20, 2016.
Countersigned:
Approved as to form: Attest:
M ' t hew S �' h
Assistant City Attorney
PM AM Corporation
By: —
Name: Pankaj Kumar
Title: Chief Executive Officer
CITY OF CLEARWATER, FLORIDA
By: IA) L`lY4el,(;,A, N _ itztG .tk,
William B. Horne II
City Manager
Rosemarie Call
City Clerk