INTERGRAPH 8 -2010 - Laserfiche WebLink

Home Browse Search

~ ~ ~ ~~~ .~ ~~ A-201O-041 SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this ISl day of March, 2010 by and between INTERGRAPH, CORPORATION, a Delaware corporation (hereinafter "Vendor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City has purchased certain software from Vendor and desires that Vendor maintain and support that software. B. Vendor represents that it is able and willing to provide software maintenance services to the City. C. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a company providing similar maintenance services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Vendor shall provide software and hardware maintenance services for the City's Public Works Agency as set forth in "Security, Government & Infrastructure U.S. Maintenance Terms and Conditions, attached hereto as Exhibit A and incorporated by reference. Said Terms and Conditions shall be modified as follows: Section 10.5, Interpretation, shall be deleted in its entirety and replaced with the following: "10.5 JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement." 2. COMPENSATION City agrees to pay, and Vendor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $45,000, annually, during the term of this Agreement. 3. TERM This Agreement shall commence on May 1,2010 and terminate on April 30,2011, unless terminated earlier. The term of this Agreement may be extended for an additional one-year term upon a writing executed by the Executive Director of Public Works and the City Attorney and agreed to by the Vendor. 1