2011-084 Public Works - DPSI Software for iMaint Fleet License and Support Agreement $24,651

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CUSTOMER SUPPORT AGREEMENT Remarkable fe~chnology: Realistic. price. 7. GENERAL PROVISIONS. 7.1 ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. This Agreement may not be modified, except by writing, and signed by authorized representatives of DPSI and Client This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Title and paragraph headings contained in this Agreement are for convenient reference and do not constitute part of this Agreement. 7.2 WAIVER. A term or condition of this Agreement can be waived only be written consent of both parties forbearance or indulgence by either party in any regard shall not constitute a waiver of the terms or conditions to be performed and, until performance of the term or conditions is complete, the other party may invoke any remedy available under the Agreement or by law, despite such forbearance of indulgence 7.3 NO WAIVER The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement. 7.4 PARTIAL INVALIDITY. Should any provision of this Agreement be held to be void, invalid, or inoperative, due to either United States or other country law, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted. 7.5 ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The Arbitrator must be knowledgeable in the area of computer software. If the parties cannot agree on an Arbitrator or the venue, the American Arbitration Association will appoint an Arbitrator, and the venue will be a city of at least 100,000 people somewhere approximately an equal distance between DPSI and the Client. If judgment includes any awards, such awards will not include any legal fees, as each party will be responsible for its own legal fees. 7.6 FORCE MAJEURE. Neither party shall be responsible for or shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, act of government, terrorist act, shortages of materials or supplies, an act of war; riot; an epidemic, fire, flood or other disaster; a strike or lockout; a communication line failure, power failure, or failure of the computer equipment or non-DPSI developed software or any other cause beyond the control of such party ("Force Majeure"). In addition, DPSI is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. Such causes include, but are not limited to failure of the Client to provide information or required resources whenever DPSI needs such to complete its work. 7.7 NOTICE. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as Federal Express, courier delivery, or if mailed, registered or certified mail, return receipt requested. (Telephone facsimile may also be used provided there is a Confirming Return Facsimile from the receiving party.) Notice is effective upon receipt. Notice to DPSI shall •be addressed to: DPSI, 1801 Stanley Rd., Suite 301 Greensboro, NC 27407 or such other person or address as DPSI may designate. Notice to Client shall be addressed to Client. address as contained in the database of DPSI, or such other person or address as Distributor may designate. .Client shall be responsible to notify DPSI or any changes to their address. 7.8 GOVERNMENTAL NON-FUNDING. If Client is a governmental agency or other organization dependent upon annual government appropriations and approvals to commit funds, and if said Client desires amulti-year DPSI Customer Support Agreement, DPSI will allow Client to select amulti-year agreement with the explicit understanding that such appropriations and/or approvals may not be forthcoming in future fiscal years. In the event that such non-funding does occur in future fiscal years resulting in the termination of this Agreement, Client shall not be in default of this Agreement and, therefore, shall be without penalty, DPS 002 ~ 04-11-11 2