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HomeMy WebLinkAboutTRITECH SOFTWARE SYSTEMS 2aCity of Santa A" -a a + Clerk of the Cowicil AGREEMENT TERMINATION FORM Please complete this form when the atfached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with Trifech Software COTC Office Use No.( : A-2008-331 was completed on 91 ijand final payment has been made. AA amendments. Use space below if needed.) -A -- R -fie�q$�i6a A- Iggq - 201 ---- Department:t A-[449-1q6 A-Z001-2SS - 2040 -0l$ A - 26o j- -igl -I Phone/Pxf.: <— A-2.000-Q2 11-20a2-203 A -zoo3-25 Signature: F � - 2.005 -014- T � A- 20o4 Dole: ReV[sed 08-23-10 A-2006-2- CONSENT TO ASSIGNMENT OF SYSTEM PURCHASE AGREEMENT, SOFTWARE LICENSE AND SOFTWARE SUPPORT This Consent to Assignment of System Purchase Agreement and Software License ("Consent") is entered -into between TriTech Software Systems (TriTech'), The City of Santa Ana ("Assignor"), and Orange County Fire Authority ("Assignee"). 1. TriTech and Assignor entered into a Computer Aided Dispatch Primary Agreement (the "Agreement") for the purchase of a computer aided dispatch system ("CAD System") for Santa Ana Fire Department, dated September 5, 2006. The Agreement included a license (the "License") for certain CAD software (the "TriTech Software"). 2. Assignor desires to assign the Agreement, including without limitation the License, and all of the rights, title, interest and duties thereunder, to Assignee. 3. TriTech and Assignor also entered into a Software Support Agreement (V.5 3/08) for support of the TriTech Software (the "Software Support Agreement'). 4. Assignor desires to assign the Software Support Agreement, including all of the rights, interest and duties thereunder, to Assignee. 5. In consideration of and subject to the conditions set fords below, TriTech hereby consents to such assignment, to be effective upon the date this Consent is signed by all of the parties below. This Consent may be signed in counterparts. 6. Assignee hereby accepts such assignment and agrees to be bound by (i) the terns and conditions of the Agreement, including without limitation ,the License; and (ii) all terms and conditions of the Software Support Agreement which shall remain in full force and effect as between Assignor and TriTech. 7. Notwithstanding the assignment herein, the following Sections of the Agreement shall remain in full force and effect as between Assignor and TriTech: (a) Section 2.4 (Proprietary Rights in Hardware and Manufacturer's Software). (b) Section 2.5 (Confidential Information). (c) Section 7.13.9 (Disclaimers and Limitation of Liability). (d) Section 7.13.13 (Resolution of Disputes). A signed facsimile or email of this Consent to Assignment (as ,vell as a photocopy thereof) shall be treated as an original. SIGNATURE PAGE FOLLOWS TriTech -- City of Santa Ana - OCFA Consent to Assignment Copyright 0 TriTech Software Systems • 2012 Unpublished: Rights reserved under the copyright laws of the United States Page i of EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS CONSENT TO ASSIGNMENT AND NO DIFFERENT OR ADDITIONAL TEI;LMS SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRMNG BY THE PARTIES ASSIGN 71,1,W ---- Accepted By (Signature) PAUL M. WALTERS Printed Name INTERIM CITY MANAGER Title Date ASSIGNEE Accepted By (Signature Deat3te- c:gSpey, Printed Name AVkC44A.-5tNG MANAGC-2_ Title - 4/«112 Date ;ti,J"IROVIA) AS) TO F10lout I) I3 OFTWARE SYSTEMS Accep By (Signature) Chris Maloney Printed Name President and CEO Title i'I ZO/L Date ff77""_ l..Ett�ra `;titi/�.tsc:�.cty AStiistaw Catty Altorn.cj' Tri`i'ech — City of Santa Ana - OCFA Copyright C TriTeeh Software Symms - 2012 Unpublished: Rights reserved under tho copyright laws of the United States Page 2 of 2 ATTEST: MARIA D t-Jt - Z CLERK 0r >i.: OUN L Consent to Assignment