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11~4~ ~ ~ l~ ~ ~~/;FIRES A-2~~7-~ / 9 <br />LF r ~C ,: `C, __ <br />~lAl' ~ d1 -G' ~~ <br />SOFTWARE MAINTENANCE AGREEMENT <br />~}: soMJf?-C~ <br />(,.C~iJ THIS AGREEMENT, made and entered into this 2"d day of April, 2007 by and between <br />INTERGRAPH, CORPORATION, a Delaware corporation (hereinafter "Vendor"), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California (hereinafter "City"). <br />RECITALS <br />A. The City has purchased certain softwaze from Vendor and desires that Vendor maintain <br />and support that software. <br />B. Vendor represents that it is able and willing to provide soflwaze maintenance services to <br />the City. <br />C. In undertaking the performance of this Agreement, Vendor represents that it is <br />knowledgeable in its field and that any services performed by Vendor under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a company providing similar maintenance services as further defined in <br />Exhibit A. <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 />1. SCOPE OF SERVICES <br />Vendor shall provide software and hardware maintenance services for the City's Public <br />Works Agency as set forth in "Security, Government & Infrastructure U.S. Maintenance Terms <br />and Conditions, attached hereto as Exhibit A and incorporated by reference. Said Terms and <br />Conditions shall be modified as follows: <br />a. Section 9.3, Limitation of Liability, shall be amended to read, in full, as follows: <br />"93 LIMITATION OF LIABILITY <br />INTERGRAPH SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,, <br />INCIDENTAL, SPECIAL, OR PUNI'T'IVE AR-BI~£'F DAMAGES, ARISING OUT OF OR IN <br />CONNECTION WITH THE FOREGOING WARRANTIES, OR THE PERFORMANCE OF <br />THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR <br />PROFIT, OR LOSS OR CORRUPTION OF DATA. IN NO EVENT SHALL INTERGRAPH BE <br />RESPONSIBLE FOR DAMAGES IN EXCESS OF THE AMOUNT PAID BY CUSTOMER <br />DURING THE PAST TWELVE MONTHS FOR THE SITE(S) REFERENCED IN TITS MOST <br />RECENT QUOTE ISSUED BY INTERGRAPH UNDER THIS AGREEMENT AS OF THE <br />DATE OF ANY SUCH WARRANTY CLAIM. THIS AGREEMENT DOES NOT COVER <br />ACTS OF GOD, SUCH AS, BUT NOT LIMITED TO, LIGHTENING, FLOODING, <br />TORNADOS, EARTHQUAI~S, HURRICANES OR TERRORISM. <br />