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<br />... <br /> <br />N-2004-070 <br /> <br />1¡;SURÞNCE Nor f~tQUIREb <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />DATE~ (¡-IS-OJ.( <br /> <br />~:ýJt;p. <br />c-r.~ <br /> <br />SOFTWARE UPGRADE AGREEMENT <br /> <br />This Software Upgrade Agreement ("Agreement") is made and entered into on :JúnE" 14, 2004, <br />between PaperClip Software, Inc., a Delaware Corporation ("hereafter "PaperClip") and the City <br />of Santa Ana, a charter city and municipal corporation duly organized and existing under the <br />constitution and the laws of the State of California (hereafter "Client"). <br /> <br />RECITALS <br /> <br />1. <br /> <br />The City purchased PaperClip software license, by Agreement #A-2002-003, dated <br />May 9,2002. <br /> <br />2. <br /> <br />The City would like to renew the Upgrade Assurance service offered by PaperClip for <br />an additional one-year term. <br /> <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br /> <br />1. <br /> <br />SCOPE OF SERVICES <br /> <br />PaperClip shall provide Upgrade Assurance Plan for it's PaperClip software, as set forth <br />in Exhibit A to this Agreement. <br /> <br />2. <br /> <br />COMPENSATION <br /> <br />City agrees to pay, and PaperClip agrees to accept as total payment of the Upgrade <br />Assurance services, the total sum of $7,267.50. Payment shall be made within thirty days <br />following execution of this Agreement. <br /> <br />3. <br /> <br />TERM <br /> <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2004. In order to provide continuous uninterrupted service, all services provided by PaperClip <br />from April 1, 2003 to the commencement of this Agreement, shall be included within the Scope <br />of Services of this Agreement. <br /> <br />4. <br /> <br />INDEPENDENT CONTRACTOR <br /> <br />PaperClip shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />PaperClip performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by PaperClip shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. PaperClip shall pay all salaries and wages, <br />