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SOFTWARE LICENSE, IMPLEMENTATION, AND MAINTENANCE AGREEMENT (PSD Software, LLC) This Agreement is made and entered into between the City of Redwood City ("City"), a charter city and municipal corporation of the State of California, and PSD Software, LLC, a Georgia Limited Liability Company, doing business as "HiperWeb," whose principal address is 3855 Shallowford Rd., Marietta, GA 30062 ("PSD"). In consideration of their mutual. covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, PSD shall provide the services and software described in this Agreement and Exhibit A hereto, which is incorporated herein by reference. In summary, the scope of work includes but is not limited to the provision of the software identified in Exhibit A, as well as installation, training, continued maintenance, implementation, and other services related to the software. In the event of a conflict between the provisions of Exhibit A and the terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Schedule. PSD will adhere to the schedule set forth in Exhibit A, provided that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of PSD's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, PSD's officers or employees. PSD acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that PSD's performance must be governed by sound practices. 3. Payment Terms. For the services described in Exhibit A, the City agrees to pay PSD a total amount not to exceed $83,340.00, which amount shall include all expenses as described in Exhibit B hereto and incorporated herein by reference. PSD shall submit progress billings on a monthly basis, if applicable. PSD's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall PSD submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. The City Manager may amend this Agreement to extend it for additional one-year terms pursuant to Section 4, and the total fee payable for each additional one-year term shall not exceed $ 19,800.00, as described in Exhibit B hereto. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhold a twenty percent (20%) retention until City has accepted all of the services after 30 days of uninterrupted bug-free operation from section "Live" date as specified in Exhibit A. Incremental payments, if applicable, will be made as outlined in Exhibit A. Page 1 of 21 REV: 03-31-16 FF Al TY/AGR.2016.066/PSD HiperWeb