2012-28 SOFTWARE MAINTENANCE AGREEMENT (5) Authorized Person: The term "Authorized
Person" shall mean a person or organization
THIS SOFTWARE MAINTENANCE AGREEMENT who is authorized in writing by CIT to receive
( "Agreement ") is made as of the Effective Date by and Confidential Information and who agrees to
between CIT, Inc. C'CIT'), a Florida corporation with maintain the confidentiality of such Confidential
offices located at 65 Seaside Capers Road, St. Information.
Augustine, Florida 32084, and the individual or entity
identified as Customer on the signature page of this (6) Cancellation Notice: The term "Cancellation
Agreement. Notice" shall mean that written notice sent by
one party to this Agreement to the other party
WITNESSETH: to this Agreement seeking to cancel this
Agreement because of breach by such other
WHEREAS, CIT has owns, licenses, and maintains party.
certain "IAPro" internal affairs software and BlueTeam
"field support" software ("Software" as defined (7) Computer: The term "Computer" shall mean
hereunder); and the "Computer" as defined under the License.
WHEREAS, Customer and CIT have executed that (8) Confidential Information: The term
certain Software License under which Customer "Confidential Information" shall mean all
obtained the right to use the Software; and information disclosed by CIT to Customer which
is identified by CIT as proprietary or confidential
WHEREAS, Customer desires CIT to provide Customer at the time such information comes into the
with certain maintenance and user support services for possession or knowledge of Customer and which
the Software, subject to the terms and conditions of is not: (i) already known to Customer; (ii) in the
this Agreement. public domain; (iii) conveyed to Customer by a
third party; (iv) released by CIT without
NOW, THEREFORE, in consideration of the mutual restriction; (v) independently developed by
benefits of the covenants and restrictions herein Customer; and (vi) required by court order to be
contained CIT and Customer hereby agree as follows: released by Customer. For purposes of this
definition, Confidential Information shall be
ARTICLE I: RECITALS AND DEFINITIONS deemed to include all information concerning
this Agreement and the Product.
Section 1.01 -- Recitals: The above recitals and
identification of parties are true and correct. (9) Defect: The term "Defect" shall mean
programming or software design errors which
Section 1.02 -- Definitions: The following definitions substantially impair the performance, utility and
shall apply: functionality of the Software on the Computer as
represented in the Documentation.
(1) Acceptance Date: The term "Acceptance Date"
shall mean the Acceptance Date as defined (10) Delivery Date: The term "Delivery Date" for an
under the License. Update, Upgrade or Enhancement shall mean
the date CIT delivers such Update, Upgrade or
(2) Access: The term "access" and variants thereof Enhancement to Customer.
shall mean to store data in, retrieve data from or
otherwise approach or make use of (directly or (11) Documentation: The term "Documentation"
indirectly) through electronic means or shall mean that certain user's guide for the
otherwise. Software, including Supplements thereto.
(3) Associate: The term "Associate" shall mean an (12) Effective Date: The term "Effective Date" shall
employee of CIT or independent contractor mean the date this Agreement is signed by CIT
hired by CIT. or Customer, whichever is later.
(4) Authorized Facility: The term "Authorized (13) Enhancement: The term "Enhancement" shall
Facility" shall mean the any facility where work mean the object code for modifications to the
is performed by the Customer's employees. Software which improve or expand the
functionality or features of the Software as
CITethAnnualMaintenance 2012 - Revised doc 18- Apr -12 2 PM
requested by Customer in writing and expressly (23) Product: The term "Product" shall mean the
approved by CIT. Software and Documentation.
(14) Fee Schedule: The term "Fee Schedule" shall (24) Remote Access: The term "Remote Access"
mean that certain fee schedule attached hereto shall mean a remote telecommunications
as Exhibit A and by this reference incorporated network, wide area network, time sharing
herein. service, online service, electronic bulletin
board service, Internet and Intranet (including,
(15) Implement: The term "implement" and variants without limitation, other Internet or Intranet
thereof (including, but not limited to, the terms enabled) access to the Software.
"implementation," "implementing" and
"implemented ") shall mean to load and make (25) Restatements: The term "Restatements" shall
available for user access and use. mean Section 757 of the Restatement of Torts,
Section 39 of the Restatement (Third) of Unfair
(16) Initial Term: The term "Initial Term" shall Competition, Section 1 of the Uniform Trade
mean that period of time starting on the Secrets Act and Section 1839 of Title 18 of the
Effective Date and continuing for one year. United States Code (18 U.S.C. §1839).
(17) License: The term "License" shall mean that (26) Software: The term "Software" shall mean the
certain Software License between CIT and term "Software" as defined under the License,
Customer under which CIT granted Customer a including Enhancements, Updates and Upgrades
license to use the Software. thereto, as provided to Customer by CIT.
(18) Maintenance Fee: The term "Maintenance Fee" (27) Supplement: The term "Supplement" shall
shall mean the prevailing fee charged by CIT to mean modifications or updates to the
Customers for Maintenance Services as Documentation.
published by CIT from time to time.
(28) Support Services: The term "Support Services"
(19) Maintenance Services: The term "Maintenance shall mean those certain consulting,
Services" shall mean those technical support implementation support, training and ad -hoc
services, defect resolution services, product services provided to Customer by CIT in
upgrade — including access to the latest connection with the Software.
software version releases -- and telephone
support services for a Maintenance Term as (29) Term: The term "Term" shall mean a period of
provided under Article II of this Agreement. time starting on the Effective Date and
continuing until this Agreement is terminated or
(20) Maintenance Term: The term "Maintenance canceled as provided under Article VI of this
Term" shall mean a one year period of time Agreement.
during which the services and deliverables that
comprise the "Maintenance Services" are (30) Unauthorized Access: The term "Unauthorized
covered by this agreement shall be provided by Access" shall mean any access to the Product
CIT to Customer. Maintenance term except for the exclusive purposes of performing
commences on the defined Maintenance Term law enforcement - related tasks; evaluating the
Inception Date and is in -effect through the performance, utility and functions of the
Maintenance Term Ending Date and is Product, and training employees of Customer in
renewable for consecutive one year periods of the use of the Product.
time, unless earlier terminated or canceled, as
provided hereunder. (31) Unauthorized User: The term "Unauthorized
User" shall mean any person other than 1) an
(21) Maintenance Term Inception Date: Date of employee of the Customer, an employee of the
inception of the 1 year annual maintenance City of Bryan, a person authorized to perform
term. maintenance or other work on a host
workstation or server.
(22) Maintenance Term Ending Date: Ending date
of the 1 year annual maintenance term. (32) Update: The term "Update" shall mean the
object code for modifications to the Software
which have been publicly released to CIT
CITe2hAnnualMamtenance 2012 - Revised doc 18- Apr -12 2 31 PM
customers under standard Software Enhancements shall be deemed accepted by the
Maintenance Agreements to resolve Defects Customer on the Delivery Date.
and which improve or expand the performance
of the Software on the Computer. Section 3.02 -- Upgrades: CIT shall inform Customer
of the availability of an Upgrade within sixty (60) days
(33) Upgrade: The term "Upgrade" shall mean a after the date such Upgrade is released by CIT.
newer version of the Software incorporating
new features that improve or expand the Section 3.03 -- Acceptance: Services provided by CIT
functionality or features of the Software as under this Agreement shall be deemed delivered by
made available by CIT in conjunction with the CIT and accepted by Customer upon performance.
maintenance services provided under this
agreement. Section 3.04 -- Cooperation: Customer shall cooperate
with CIT by providing CIT information concerning the
(34) Upgrade Fee: The term "Upgrade Fee" shall Software and the Computer, as may be requested by
mean the same as maintenance fee for the CIT from time to time, and by granting CIT access to
purposes of this agreement. the personnel, facilities, computers, computer software
and data of Customer only for purpose of performing
ARTICLE II: MAINTENANCE SERVICES this Agreement.
Section 2.01— Provision of Technical Support: During Section 3.05 -- Schedule Restrictions: The services to
the Maintenance Term, CIT shall provide technical be provided by CIT under this Agreement shall be
support services as outlined in this contract, following performed only during the hours of 9:00 a.m. through
the procedures and guidelines specified in Exhibit B of 5:00 p.m. Eastern Time, Monday through Friday
this contract: "Maintenance and Support: Diagnostic, (excluding holidays), unless otherwise provided (as
Resolution, and Escalation Procedures" determined exclusively by CIT).
Section 2.02 — Provision of Software Upgrades: During ARTICLE IV: LICENSING
the Maintenance Term, CIT shall post Upgrades to its
customer support site within sixty (60) days after the Section 4.01 -- License Grant: CIT hereby grants to
date that such Upgrade is released by CIT. Except as Customer a non - exclusive and non - transferable license
otherwise agreed to by CIT in writing, Customer shall to use the Software on the Computer at the Authorized
implement Upgrades on the Computer. Upgrades shall Facility and to use the Documentation at the
be deemed accepted by Customer on the Delivery Authorized Facility for the Term, subject to the terms
Date. and provision of this Agreement and the License.
Section 2.03 -- Telephone Consultations: During the Section 4.02 -- Risk of Loss: Customer shall assume
Maintenance Term, CIT shall provide Customer with risk of loss to an Enhancement, Update or Upgrade as
telephone consultations in answering questions of the Delivery Date for such Enhancement, Update or
concerning use of the Software, or any technical or Upgrade.
other problems or issues that are encountered.
Section 4.03 -- Authorized Use: Customer shall
prevent Unauthorized Users from accessing the
Product. Customer shall prevent Unauthorized Access
ARTICLE III: SUPPORT SERVICES to the Product. Customer shall promptly inform CIT of
any and all Unauthorized Access (or suspected
Section 3.01 -- Enhancements: Upon discovering a Unauthorized Access) and Unauthorized Users (or
desired Enhancement for the Software, Customer may suspected Unauthorized Users) of which Customer has
request development of the Enhancement. Any such knowledge or suspicion.
request shall be submitted to CIT in writing.
Development of any such Enhancement shall be Section 4.04 -- Site Restriction: Customer shall use the
subject to the sole and exclusive discretion of CIT. Software only on the Computer and only at the
Any service provided by CIT in developing any such Authorized Facility.
Enhancement may be provided at the time and
materials rates of CIT prevailing at the time such ARTICLE V: PAYMENT
services are rendered as approved by CIT. Except as
otherwise agreed to by CIT in writing, Customer shall Section 5.01 -- Maintenance Fee: The Maintenance Fee
implement Enhancements on the Computer. for the Initial Term shall be the amount of money set
CITeahAnnualMaintenance 2012 - Revised doc 18- Apr -12 2.31 PM
forth in the Fee Schedule. Thereafter, CIT shall establish
the Maintenance Fee and invoice Customer for the ARTICLE VI: TERMINATION
Maintenance Fee for a Maintenance Term by written
notice to Customer at least thirty days in advance of Section 6.01 -- Termination Limitations: This Agreement
the first day of such Maintenance Term. In order to shall only be terminated and canceled as provided under
renew the Maintenance Term, Customer shall pay the this Article VI.
invoiced Maintenance Fee for each such Maintenance
Term within thirty 90 of receipt of such invoice. CIT Section 6.02 -- Term: This Agreement shall be valid for
will not increase the license fee by more than 5% in the Term.
any given one year period. Any increase of the license
fee will be communicated to the customer at least 1 Section 6.03 -- Maintenance Term and Renewal: Subject
year prior. to payment of the Maintenance Fee, CIT shall provide
Maintenance Services to Customer for the Maintenance
Section 5.02 -- Upgrade Fee: The upgrade shall be Term. Subject to payment of the Maintenance Fee, the
considered part of the annual maintenance fee. Maintenance Term shall renew on the next succeeding
anniversary of the Maintenance Term Inception Date,
Section 5.03 -- Enhancements: Enhancement services unless the Maintenance Term is earlier terminated or
shall be performed at the discretion of CIT or at the canceled as provided under this Agreement.
time and materials rates of CIT prevailing at the time Termination or cancellation of this Agreement shall
such services are rendered as approved by CIT. terminate or cancel (as the case may be) the
Maintenance Term.
Section 5.04 -- Support Services: Support Services
and any other 'services provided by CIT which are not Section 6.04 -- Termination: Either party may terminate
provided for under this Agreement shall be invoiced to this Agreement for convenience upon providing ten days
Customer by CIT at the time and material rates of CIT advance written notice to the other party.
prevailing at the time the services are rendered plus
actual travel and per diem costs incurred by CIT in Section 6.05 -- Cancellation for Cause: If Customer
providing such services. violates its obligations under this Agreement, CIT may
cancel this Agreement by sending Cancellation Notice
Section 5.05 -- Costs: Customer shall pay all direct describing the noncompliance to Customer. Upon
costs incurred by CIT in providing any services receiving Cancellation Notice, Customer shall have ten
pursuant to this Agreement. Such direct costs shall days from the date of such notice to cure any such
include (without limitation) postage, telephone, travel, noncompliance. If such noncompliance is not cured
per diem, material and reproduction costs. All travel within the required ten day period, CIT shall have the
and per diem costs shall be approved in writing by - right to cancel this Agreement as of the eleventh day
Customer in advance. after the date of the Cancellation Notice. Customer
may cancel this Agreement at anytime for cause.
Section 5.06 -- Invoicing and Payment: CIT shall
invoice Customer for the Maintenance Fee, all services Section 6.06 -- Nonpayment: Notwithstanding
provided by CIT, and all costs incurred by , CIT in anything to the contrary hereunder, Customer failure
providing- services under this Agreement. Such invoice to pay any amount when due shall be sufficient cause
shall be accompanied by receipts evidencing such for cancellation of this Agreement as provided under
costs. Customer shall pay any such invoice in full Section 6.05. The Maintenance Term shall not renew
within thirty days of receipt. if Customer fails to pay any invoiced Maintenance Fee
as provided under Section 5.01.
Section 5.07 -- Taxes: Customer shall pay any and all
applicable taxes (excluding income taxes assessed Section 6.07 -- Payment: Termination or cancellation
against CIT). of this Agreement without cause shall not relieve
Customer from any payment obligation under this
Section 5.08 -- Refund: Upon termination or Agreement. All payment obligations of Customer
cancellation of this Agreement, CIT shall be entitled to under this Agreement shall survive termination and
retain all payments rendered to CIT by Customer cancellation of this Agreement.
under this Agreement in anticipation of services,
including (without limitation) all Maintenance Fees, Section 6.08 — Reinstatement: If this Agreement is
Upgrade Fees and all other payments rendered to CIT terminated by CTI for non - payment, Customer may
by Customer hereunder before the termination or have the Agreement reinstated upon payment of all
cancellation date (as the case may be). applicable Maintenance Fees for previous Maintenance
CITe4hAnnualMaintenance 2012 - Revised doc 18- Apr -12 2 31 PM
Terms. Reinstatement of this Agreement shall be shall include any and all damages, including attorney
subject to the exclusive discretion of CIT. fees at all levels, including appeal and bankruptcy
ARTICLE VII: WARRANTY Section 7.06 -- Limitation of Damages: CIT shall not be
liable to Customer under this Agreement or in
Section 7.01 -- Service Warranty: The services to be connection with the Product for any lost profits or
provided by CIT hereunder shall be performed in a consequential, exemplary, incidental or punitive
timely and professional manner by qualified software damages, regardless of whether CIT has been advised
personnel familiar with the Software and shall conform of the possibility of such damages in advance or
to the standards generally observed in the industry for whether such damages are reasonably foreseeable.
similar services and in strict accordance with the terms Notwithstanding any provision to the contrary, the
and specifications contained in Customers RFP 12 -012 liability of CIT for any reason and for any cause of
and CTI's February 17, 2012 response thereto, the terms action whatsoever in connection with this Agreement
and specifications of which are expressly incorporated and the Product shall be limited to the amount of
and made a part hereof. money received by CIT pursuant to this Agreement.
Section 7.02 -- Express Warranties: Customer hereby Section 7.07 -- Force Majeure: CIT shall not be liable
acknowledges and agrees that CIT (including officers, for any failure to perform its obligations under this
employees, agents, directors and independent Agreement because of circumstances beyond the
contractors of CIT) has not made or granted any express control of CIT, which such circumstances shall include
warranties concerning the Product and services (without limitation) natural disaster, terrorism, riot,
hereunder except for the service warranty of Section sabotage, labor disputes, war, any acts or omissions of
7.01. any government or governmental authority,
declarations of governments, transportation delays,
SECTION 7.03 -- WARRANTY LIMITATION: THE power failure, computer failure, telecommunications
SERVICE WARRANTY OF SECTION 7.01 IS IN failure, and any events reasonably beyond the control
LIEU OF ALL OTHER WARRANTIES EXPRESS OR of CIT.
IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE AND WARRANTIES OF ARTICLE VIII: INTELLECTUAL PROPERTY
MERCHANTABILITY. EXCEPTING THE SERVICE
WARRANTY EXPRESSLY ACKNOWLEDGED Section 8.01 -- Ownership and Title: Title to the Product
HEREUNDER, CIT HEREBY DISCLAIMS AND including ownership rights to patents, copyrights,
CUSTOMER HEREBY WAIVES ALL WARRANTIES trademarks and trade secrets in connection therewith
EXPRESS OR IMPLIED, INCLUDING, BUT NOT shall be the exclusive property of CIT. Customer hereby
LIMITED TO, ALL IMPLIED WARRANTIES OF acknowledges and agrees that Customer shall not have
FITNESS FOR A PARTICULAR PURPOSE AND or accrue any title or ownership interests to the
WARRANTIES OF MERCHANTABILITY. Product, including any ownership rights to patents,
copyrights, trademarks and trade secrets therein.
Section 7.04 -- Software Modifications: If the Software
is modified by any party other than CIT, CIT shall be Section 8.02 -- Confidential Information: Customer shall
discharged from any further obligations under this maintain Confidential Information in strict confidence.
Agreement. Any such discharge shall not affect the Customer shall not disclose Confidential Information
obligations of Customer which shall be continuing and except to Authorized Persons. Customer shall not
binding despite such discharge. duplicate, use or disclose Confidential Information
except as otherwise permitted under this Agreement.
Section 7.05 — Warranty and Indemnification: Customer shall not make Confidential Information
available for public review. The Product shall be
CTI does hereby warrant and affirm that it has good deemed Confidential Information of CIT. Nothing
title, interest and right to provide to Customer any herein shall prevent or prohibit Customer from
Computer software and related products to be complying with Florida's Public Records Law.
provided hereunder and does further agree to hold
harmless and indemnify Customer for any and all Section 8.03 -- Trade Secrets: Customer hereby
damages or claims therefor, whether actual or acknowledges and agrees that the Confidential
threatened, and related to any claim by any third party Information derives independent economic value
of any interest of any kind in software or related (actual or potential) from not being generally known to
products to be provided herein. Said indemnification, other persons who can obtain economic value from its
CITeflhAnnualMarntenance 2012 - Revised doc 18- Apr -12 2 31 PM
disclosure or use and from not being readily Section 9.02 -- Public Announcement: All public
ascertainable by proper means by other persons who announcements of the relationship of CIT and
can obtain economic value from its disclosure or use; is Customer under this Agreement shall be subject to the
the subject of reasonable efforts by CIT under the prior written approval of CIT.
circumstances to maintain its secrecy; and is a trade
secret of CIT as defined under Chapter 688 of the Section 9.03 -- Entire Agreement: Excepting the
Florida Statutes [ §688.002(4)] and the Restatements. License, this Agreement contains the entire
understanding of the parties and supersedes previous
Section 8.04 -- Reverse Engineering: Customer shall not verbal and written agreements between the parties
reverse engineer the Software and shall not allow the concerning licensing of the Product. In the event of a
Software to be reverse engineered. conflict, discrepancy, or inconsistency between this
Agreement and any other agreement, the terms and
Section 8.05 -- Backup Copy: Customer may create provisions of this Agreement shall prevail and control.
copies of the Software at the Authorized Facility only
for routine archival or backup purposes. Section 9.04 -- Amendments and Modifications:
Alterations, - modifications or amendments of a
Section 8.06 -- Copies: Except as provided in Section provision of this Agreement shall not be binding and
8.05, Customer shall not copy the Product and shall not shall be void unless such alteration, modification or
allow the Product to be copied without the prior written amendment is in writing and signed by CIT and
consent of CIT. Customer.
Section 8.07 -- Modifications: Customer shall not Section 9.05 -- Severability: If a provision of this
modify the Product and shall not allow the Product to Agreement or a portion of a provision is rendered
be modified without the prior written consent of CIT. invalid, the remaining provisions or portions thereof
Customer shall not use the Product or any materials shall remain in full force and effect.
incident thereto to develop computer software without
the prior written consent of CIT. If the Product is Section 9.06 -- Captions: The headings and captions
modified, such modifications shall be the sole and of this Agreement are inserted for reference
exclusive property of CIT and CIT shall own any and all convenience and do not define, limit or describe the
of the rights, title and interests to such modifications scope or intent of this Agreement or any particular
and any resulting computer software, including (but section, paragraph, or provision.
not limited to) any and all copyrights, patents and
trade secrets related thereto. Section 9.07 -- Counterparts: This Agreement may be
executed in multiple counterparts, each of which shall
Section 8.08 -- No Contest: Customer shall not contest be an original, but which together shall constitute one
or aid in contesting the ownership or validity of the and the same instrument.
trademarks, service marks, trade secrets or copyrights of
CIT. Section 9.08 -- Governing Law and Venue: This
Agreement is governed by the laws of the State of
Section 8.09 -- Employee Pirating: Customer shall not (i) Florida. Venue for any cause of action arising
induce or solicit (directly or indirectly) any Associate to hereunder shall be exclusively in Lake County, Florida
leave the employ or hire of CIT or (u) engage (directly or or the Middle District for the State of Florida of United
indirectly) the services of such Associate (as an States Federal Court
employee, consultant, independent contractor, or
otherwise) without advance written consent of CIT. Section 9.09 -- Notice: Notices shall be in writing.
Notices shall be deemed delivered when delivered by
Section 8.10 -- Continuation: The terms and provisions Certified Mail or by hand to the address set forth below
of this Article VIII shall survive termination and for CIT and to the address set forth on the signature
cancellation of this Agreement. page of this Agreement for Customer. Notice shall be
deemed given on the date of receipt - as evidenced in
ARTICLE IX: MISCELLANEOUS the case of Certified or Registered Mail by Return
Receipt.
Section 9.01 -- Assignments: All assignments of rights
under this Agreement by Customer without the prior CIT: Address:
written consent of CIT shall be void.
CIT, Inc. 65 Seaside Capers Road
St. Augustine, FL 32084
CITe6hAnnualMaintenance 2012 - Revised doc 18- Apr -12 2 PM
IN WITNESS WHEREOF, this Agreement has
Section 9.10 -- Pronouns /Gender: Pronouns and been executed as of the Effective Date.
nouns shall refer to the masculine, feminine, neuter,
singular or plural as the context shall require. CIT:
Section 9.11 -- Waiver: Waiver of breach of this CIT, Inc. �/��
Agreement shall not constitute waiver of another
/�' U�G�ti�.r.T 6(-41-1-2e1
breach. Failing to enforce a provision of this
Agreement shall not constitute a waiver or create an By:
estoppel from enforcing such provision. Any waivers
of a provision of this Agreement shall not be binding
and shall be void unless such waiver is in writing and Print Name: Michael Blumberg
signed by the party waiving such provision.
Section 9.12 -- Relationship of the Parties: Nothing Title: President
herein shall be construed as creating a partnership, an
employment relationship, or an agency relationship
between the parties, or as authorizing either party to Date: April 18, 2012
act as agent for the other. Each party shall maintain
its separate identity.
CUSTOMER:
Section 9.13 -- Arbitration: Section removed.
Section 9.14 -- Assurances: Each party hereby
represents and warrants that all representations, ':1_ / !'���
warranties, recitals, statements and information ...1011P.-
provided to each other under this Agreement are true, 1 I,,
correct and accurate as of the Effective Date to the Print Name: I' C OAC1, 5. I Us t\ `P ) �.
best of their knowledge.
Section 9.15 -- Litigation Expense: In the event of Title: 0 ()Apr
litigation or arbitration arising out of this Agreement,
each party shall pay its own costs and expenses of
litigation or arbitration (excluding fees and expenses of Date: MCk \
arbitrators and administrative fees and expenses of
arbitration). Address: LABS L3 _ f'fl n -r j'.
Section 9.16 -- Equitable Remedies: The parties hereby 0...ACC L 341
acknowledge that in certain cases damages at law may
be an inadequate remedy to CIT. Therefore, in such
cases CIT shall have the right of specific performance,
injunction or other equitable remedy in the event of a
breach of this Agreement by Customer.
CITeahAnnualMaintenance 2012 - Revised doc 18- Apr -12 211 PM
EXHIBIT A
To Software Maintenance Agreement
TERMS OF AGREMENT
(1) Maintenance Fee: The Maintenance Fee for the Initial Term shall be the following amount of
money:
$ 1,200.00
(2) Maintenance Term:
Maintenance Term Inception Date: October 1, 2012*
Maintenance Term End Date: September 30, 2013*
*These dates as listed assume the training will occur in October. CI Technologies typically will
use the training date of the customer to determine the maintenance inception date. This date
can be altered if training does not occur in October.
CIT: CUSTOMER:
CI Technologies, Inc. City of Clermont,
B 7# i6hd 24 By: co
Print Name: Michael Blumberg Print Name: \ Old S . V ‘Cv ■\ \�) 3r,
Title: President Title: “-\ (
Date: April 18, 2012 Date: f \ .\ ZS ap\a_,
EXHIBIT B
To Software Maintenance Agreement
Maintenance and Support: Diagnostic, Resolution, and Escalation Procedures
While the annual maintenance agreement is in- effect, CIT will provide technical support to Customer as
follows:
Availability: Via our 1 -800 number and personal cell phones during normal working hours. Also, e-mail for
lower priority issues. We typically make ourselves available after working hours if a high priority problem
is pending.
Two hours is our typical response time to medium and high priority calls. We typically respond to call or
e -mails related to training or usage issues within 24 hours.
The following escalation procedures will be employed to insure an appropriate response to any
interruption of service in order to minimize downtime. Problems are addressed quickly during the hours
of 8:OOam and 6:OOpm EST Monday through Friday excluding Holidays and weekends.
General problem reporting and resolution procedures
When a problem is encountered during regular business hours, the following steps will be preformed:
The Customer's users will ideally first contact the designated coordinator /primary user of software. This
will probably be a person who is most familiar with the software at the Customer, and that person will
endeavor to determine the cause of the problem.
Anyway user of the software is welcome to call CIT directly, but including the designated coordinator in
problem resolution is desired.
If the problem seems to require assistance from CIT, they will be contacted at this point. Otherwise, the
Customer designated coordinator or other appropriate person will attempt to correct the problems. The
Customer designated coordinator or other staff will verify network connects, resolve printer problems and
any desktop issues in order to ensure the problem is not one external to the software.
If the Customer is unable to determine the cause of the failure, the designated coordinator will contact
CIT. CIT may be notified through e-mail, phone or other means.
A toll -free number will be maintained by CIT for use by Customer staff in contacting its support staff, and
it will be staffed so that a response to a call will either be immediate, or within 2 hours of receipt of call.
CIT resources will work with the Customer to diagnose the problem. After investigating the issue, CIT
and Customer will jointly categorize the problem into:
Type of Problem Ownership
Server Hardware Problem IT
Desktop Hardware Problem IT
Network Communication IT
Isolated Workstation Issue IT
Database Performance /storage CIT
Application or software related CIT
Problem Definition and Priority:
9
The following table provides a list of the types of problems that can be experienced. CIT is responsible
for (but not limited to):
Description of Problem Category Priority
All services unavailable: Showstopper High
The system is unavailable.
Cases cannot be processed.
Efficiency /Performance/Throughput: System is Showstopper High
functional but does not match the performance
criteria.
System not performing as specified: Showstopper High
Functions are not executing correctly and are
stopping cases from being processed. No
workaround available.
User Error: Training Issue /Questions Low
Problem reported by user that was a result of user
error or misunderstanding.
Isolated workstation failure.
Enhancement: Enhancement Low
System does not perform the required - These will be added to the
functionality. Functionality was not within enhancement list and addressed
requirements. with CIT as needed.
System not performing as specified (workaround Workaround Available Medium
available). An error is experienced but the Complex workaround
problem can be worked around. Decrease system's
efficiency /performance/
throughput
Decreases user /department's
efficiency in completing tasks
Workaround available Low
Easy to implement workaround.
No impact on system
performance
No impact on user /department's
efficiency
Support Restore Requirements
The following table provides a guideline for restoration times in case of a problem:
Priority Restore Time
High Response within 2 hours of contact.
Resolution within 6 hours from time of notifying the vendor contact(s) through voice
mail (first level support contact) and e-mail.
If feasible, CIT will provide after hours support into the evening or during early morning
hours.
Med Resolution within 2 business days from time of notifying the vendor contact(s) through
voice mail (first level support contact) and e-mail to the entire list.
10
Priority Restore Time
Low No resolution time designated.. Added to enhancement list or addressed through
updates to user documentation.
Future releases are supported in the above manner as long as the annual maintenance agreement is in-
effect.
We provide a 24 hour toll free product support line with either a person or voice mail answering. From
8:30 AM — 5:30 PM EST a person is most likely to answer.
Old releases are supported up to 2 years after release of succeeding versions. Please note that
customers with a current annual maintenance agreement are provided the latest version of the software
to include all customizations
11