SOFTWARE MAINTENANCE AGREEMENT
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AUTOMATED RECORDS
MANAGEMENT SYSTEMS
23011 Moulton Parkway, Ste, J-10
Laguna Hills, California 92653
(714) 855-8780
(714) 855-9078 Fax
(800) 666-8780 Toll free
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November 25, 1992
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JUl NOli 3 0 1992 .
I Cli~y r .
Ms. Susan Stephenson
City Of Clearwater
PO Box 4748
Clearwater, FL 34618-4748
Dear Susan:
Enclosed is a copy of the Software Maintenance Agreement,
Please keep this copy for your records. Thank you for your swiftness and
consideration in having the Agreements signed,
S~;'~k
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President
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AUTOMATED RECORDS
MANAGEMENT SYSTEMS
23011 Moulton Parkway, Ste, J-10
Laguna Hills, California 92653
(714) 855-8780
(714) 855-9078 Fax
(800) 666-8780 Toll free
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SOFlWARE MAINTENANCE AGREEMENT
Agreement Number: 2345-1000A_
PARTIES TO THE AGREEMENT
AGREEMENT, made as of the 3rd day of September, 1992--J between Automated
Warehouse Systems, Inc. dba Automated Records Management Systems, lnc,
(ARMS), a California Corporation, with offices at 23011 Moulton Parkway, J-IO,
Laguna Hills, California 92653 and City of Clearwater (CUSTOMER), a
Florida municipal Corporation, with offices at 10 South Missouri Avenue,
Clearwater, FL 34616.
CONTINUING MAINTENANCE
ARMS herein offers Continuing Maintenance of it's proprietary software packages
known as the ARMS Corporate and/or ARMS Commercial Records Management
System and CUSTOMER desires to subscribe to said Continuing Maintenance
subject to the following terms and conditions.
MAINTENANCESER~CE
Starting on September 3, 1992 and continuing thereinafter, the following services
are included in ARMS's Continuing Maintenance program:
a) Customer will be provided with any known program solutions relating
to the Licensed Program as such solutions become know to ARMS;
b) ARMS will supply corrections for problems that ARMS diagnoses as
defects in the Licensed Program;
c) ARMS will furnish telephone support in the form of counsel and advice
on use and maintenance of Licensed Program, said telephone support is
available 7:30 am to 4:30 pm, daily Monday through Friday, holidays
excluded;
d) ARMS will provide CUSTOMER with Enhancements that ARMS makes
to the Licensed Program and which ARMS elects to incorporate into and
make a part of the Licensed Program and does not separately market;
e) ARMS will permit CUSTOMER to attend ARMS organized User
Meetings, There is no charge for Leadership and Consulting personnel
furnished by ARMS at the User Meetings, however, CUSTOMER shall be
responsible for his/her own travel and subsistence costs and shall pay a
reasonable attendance fee,
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f) ARMS will furnish to CUSTOMER any and all necessary program corrections at no cost to
CUSTOMER within thirty (30) working days of receipt of written notice to ARMS;
g) ARMS shall periodically release new versions of the Licensed Program, called "Enhancements".
CUSTOMER will have the availability of such new versions under the Continuing Maintenance
provisions herein. In order to remain eligible for the support described herein, CUSTOMER must
implement Licensed Program Enhancement within thirty (30) days of their release by ARMS in
order to remain eligible for the support described herein;
h) The SINGLE USER Annual Fee for Continuing Maintenance shall be $ 995.00 if CUSTOMER
has installed the following:
a) A 9600 baud, Hayes or Hayes compatible modem;
b) A separate telephone line connected (not being used for any other purpose)
to said modem;
c) A copy of PC ANYWHERE Release 4,0 or CARBON COPY PLUS Release 6,0;
d) A copy of FoxBase+ Single User Development Tool(DO NOT BUY FOXPRO),
If each and every one of the above items have not been installed the Continuing Maintenance fee
shall then be $ 1,495.00. This contract starts on September 3, of each and every year and ends on
September 2, of each year,
i) The MULTI-USER Annual Fee for Continuing Maintenance shall be $ 1,795,00 If CUSTOMER
has installed:
a)
b)
c)
d)
A 9600 baud, Hayes or Hayes compatible modem;
A separate telephone line connected (not being used for any other purpose) to said
modem;
A copy of PC ANYWHERE Release 4.0 or CARBON COPY PLUS Release 6.0;
A copy of FoxBase+ Release 2,10 Single User Development Tool (DO NOT BUY
FOXPRO).
If each and every one of the above items have not been installed the Continuing Maintenance fee
shall be $ 2,495.00,
All Charges for Continuing Maintenance services will be invoiced thirty (30) days prior to the beginning
of each year and will BE PAYABLE UPON RECEIPT OF THE INVOICE,
TERMINATION PROVISIONS
This agreement can be canceled as follows:
a) By either party, without cause, by so writing to the other party and so notifying them said
agreement is to be cancelled, Said written termination shall provide for thirty (30) days of
continuing service,
b) Said agreement shall be automatically terminated for non-payment of Annual Maintenance Fee
if not paid PRIOR TO THE BEGINNING OF THE NEW year for which it applies,
c) CUSTOMER agrees that there shall be no refund, in full or prorated, for any unused Continuing
Maintenance Fees paid.
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d) CUSTOMER further acknowledges that once cancelled there are NO PROVISIONS for
reinstatement and that their only recourse, should they desire the new enhancements, is to
purchase an entire new software package at the then prevailing rate,
GOVERNING lAW
This Agreement shall be deemed to have been entered into, and shall be interpreted, in accordance with
the Laws of the State of California.
SERVICE OF NOTICE
Any notice, request, payment of statement hereunder shall be deemed to be sufficiently given or rendered
when sent by first class mail to the addresses of the parties set forth on this Agreement, or such other
address, which may, from time to time, be designated by notice in writing by the parties,
ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties with respect to the matter contained
herein, There are no promises, covenants, or understanding other than those expressly set forth herein.
This Agreement may not be modified, except by writing, executed by authorized representatives of ARMS
and CUSTOMER,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the date shown below.
AUTOMATED WAREHOUSE SYSTEMS INC.
dba AUTOMATED RECORDS MANAGEMENT
SYSTEMS, INC.
CITY OF CLEARWATER
Date
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Ci Clerk
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