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software as enumerated in Schedule A to this Agreement. San Marcos agrees to assist to any reasonable extent possible to ensure prompt completion of implementation. Under no cimumstance will Harris be liable for liquidated damages under this provision if the reason for the project delay or incurrence of the damages is directly attributable to the actions or non-actions of San Marcos. Said sum shall constitute liquidated damages and not a penalty and is deemed reasonable by the Parties. The liquidated damages may be withheld by San Marcos from the balance due to Harris under this Agreement as and when such damages accrue and payments become due to Harris or, if the liquidated damages exceed the balance due to Harris, Harris shall be required to pay the difference to San Marcos. 3. ACQUISITION AND SUPPLY OF PROFESSIONAL SERVICES 3.1 Professional Services. In exchange for payment of the Professional Service Fees by San Mareos, Harris will provide the professional services detailed on Schedule A. 3.2 Maintenance and Support Services. In consideration for payment of the annual Maintenance and Support Fees by San Marcos, Harris shall provide San Marcos, commencing ninety (90) days from the installation of the software and continuing throughout the period of time which San Marcos owns and operates the Harris software, with Software Maintenance and Support Services in accordance with the terms of Schedules B and C hereto. All Maintenance and Support Fees are invoiced annually in advance. The amount of such fees for the first three years of this Agreement will not be increased by more than five percent over the amount for the previous year. 3.3 Third Party Support Services. In consideration for the payment of the Third Party Support Fees by San Marcos, Harris shall provide San Marcos with the Third Party Support Services as detailed in Schedule D hereto. 3.4 Additional Services. Any additional services provided by Harris outside the scope of this Agreement shall be provided, upon request by San Marcos and acceptance by Harris (such acceptance not to be unreasonably withheld), at Harris' Standard Rate. 4. REPRESENTATIONS~ WARRANTIES AND INDEMNITIES 4.1 Representations and Warranties. Harris represents and warrants: (a) that all information provided by Harris under this Agreement is true and correct; (b) that Harris is the owner of or otherwise has the authority to license the Software and grant the rights as specified in this Agreement; (c) that Harris develops, licenses, sells and services the Software in its normal and customary course of business; (d) Harris warrants that the software provided under this Agreement meets each of the requirements and representations described in this Agreement, including without limitation all representations included in the Harris Response. If errors or deficiencies are discovered after the date of the formal acceptance of the system by San Marcos, Harris warrants that it will correct the defects, without charge to San Marcos, for a period of ninety (90) days from the date when San Marcos discontinues use of its existing customer information system in favor of the Harris system. These corrections may take the form of