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25C - FINANCE AND UTILITY SOFTWARE
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25C - FINANCE AND UTILITY SOFTWARE
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Last modified
1/3/2012 4:33:04 PM
Creation date
2/27/2008 12:11:25 PM
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City Clerk
Doc Type
Agenda Packet
Item #
25C
Date
3/3/2008
Destruction Year
2013
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Neither party shall be responsible for delays or failures in performance resulting from major substantive acts beyond the <br />control of such party. Such acts shall include, for example, but not be limited to, acts of God, riots, acts of war, epidemics, <br />governmental regulations superimposed after the fact, earthquakes or other natural disasters. <br />12. NOTICES; PARTY REPRESENTATIVES <br />All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand or sent by first-class <br />mail, postage prepaid, or by a nationally recognized overnight courier, to the parties at the following addresses or other such <br />address or addresses as to which a party shall have notified the other party in accordance with this Section: <br />If to S&S: If to Customer: <br />Systems & Software, Inc. City of Santa Ana <br />401 Water Tower Circle 20 Civic Center Plaza <br />Colchester, Vermont 05446 Santa Ana, CA 92701 <br />Attention: Jerry Ford Attention: <br />shall act as representatives of the Customer, and Jerry Ford shall act as representative of S&S with respect to <br />this Agreement. These persons shall have the authority to transmit instructions, receive information, interpret and define <br />policies and make decisions with respect to this Agreement. Additional and substitute representatives of S&S and the <br />Customer may be added by written notice of one party to the other. <br />13. INDEPENDENT CONTRACTORS <br />The relationship of the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, <br />joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have any authority to <br />enter into agreements on behalf of the other or to bind or obligate the other in any manner. <br />14. NAMING THE CUSTOMER AS A REFERENCE; PRESS RELEASE <br />Customer agrees that S&S may, at its option, name Customer as a reference for prospective customers and identify Customer <br />as a customer for S&S' promotional purposes, including without limitation in press releases, on S&S' web site, and in <br />presentations to prospective customers. Customer agrees to permit S&S to conduct demonstrations of the Application <br />Software for prospective S&S customers at the Customer's offices; provided that S&S shall provide reasonable notice to <br />Customer in advance and shall coordinate with Customer to ensure that the demonstration does not disrupt Customer's <br />business. <br />15. COVERING LAW; NRISDICTION; VENUE <br />This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of <br />laws. <br />16. ENTIRE AGREEMENT <br />This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to <br />the Information System. Accordingly, all prior agreements, representations, statements, negotiations and undertakings are <br />hereby superseded, except as otherwise specified in Section 7(B) above. <br />17. BINDING EFFECT; ASSIGNMENT <br />This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their permitted successors and <br />assigns. Neither party may assign this Agreement or any right or interest under this Agreement, nor delegate any work or <br />obligation to be performed hereunder, without the other party's prior written consent. Notwithstanding the foregoing, either <br />party may assign this Agreement to its successor, without the other party's consent, in the event of a sale of substantially all <br />of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity, <br />as long as said successor assumes all liabilities and obligations hereunder. <br />Systems & Software, Inc. <br />Confidential <br />25C-13 <br />
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