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SOFTWARE MAINTENANCE AGREEMENT <br /> THIS AGREEMENT, made and entered into this 1 S` day of March, 2010 by and between <br /> INTERGRAPH, CORPORATION, a Delawaze corporation (hereinafter "Vendor"), and the City of Santa <br /> Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of <br /> the State of California (hereinafter "City"). <br /> RECITALS <br /> A. The City has purchased certain software from Vendor and desires that Vendor maintain and <br /> support that software. <br /> B. Vendor represents that it is able and willing to provide softwaze maintenance services to the <br /> City. <br /> C. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in <br /> its field and that any services performed by Vendor under this Agreement will be performed in <br /> compliance with such standards as may reasonably be expected from a company providing <br /> similar maintenance services. <br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms <br /> 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 Works <br /> Agency as set forth in "Security, Government & Infrastructure U.S. Maintenance Terms and Conditions, <br /> attached hereto as Exhibit A and incorporated by reference. Said Terms and Conditions shall be modified <br /> as follows: <br /> Section 10.5, Interpretation, shall be deleted in its entirety and replaced with the following: <br /> "10.5 JURISDICTION -VENUE <br /> This Agreement has been executed and delivered in the State of California and the validity, <br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined <br /> and governed by the laws of the State of California. Both parties further agree that Orange County, <br /> California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br /> connection with or by reason of this Agreement." <br /> Z. COMPENSATION <br /> City agrees to pay, and Vendor agrees to accept as total payment for its services, the rates and <br /> charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed <br /> $45,000, annually, during the term of this Agreement. <br /> 3. TERM <br /> This Agreement shall commence on the date first written above and terminate on April 30, 2011, <br /> unless terminated earlier. The term of this Agreement may be extended for an additional one-year term <br /> <br /> upon a writing executed by the Executive Director of Public Works and the City Attorney. <br /> 1 <br /> 25F-3 <br /> <br />