The URL can be used to link to this page

Home My WebLink AboutVERITAS CORPORATION 1 ~fr1lS (}-.ý.ell~ ~INSUR~CE NOT REQUIREO A-2003-206 . WORK MAY PROCEED CLERK OF COUNCIL ,1-01' SOFTWARE MAINTENANCE SUBSCRIPTION AGREEMENT DATE= '" -,;r THIS SOFTWARE MAINTENANCE SUBSCRIPTION AGREEMENT, made and entered this 1 st day of November, 2003 by and between Veritas Corporation, (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of software design and support. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the perfonnance ofthis Agreement, Consultant represents that it is knowledgeable in its field and that any services perfonned by Consultant under this Agreement will be perfonned in compliance with such standards as may reasonably be expected ftom a professional consulting finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the tenus and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perfonn those services as set forth in Sales Quotation, quote number: 1646893, dated: 10/22/2003, attached hereto as Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant 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 $ thirty-three thousand five hundred fifty-seven dollars ($33,557.00) without tax during the tenn ofthis Agreement. All transportation charges to be prepaid by Veritas. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work perfonned, subject to acceptance of all software and services and subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of perfonnance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and tenninate on November 1,2004 unless tenninated earlier in accordance with Section 12, below. The tenn of this Agreement may be extended upon a writing executed by the Executive Director Finance and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perfonns the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise ftom the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the tenus of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the tenus of, or effects, arising from this Agreement. 6. CONFIDENTIALITY If Consultant receives ftom the City infonnation which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infonnation except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infonnation of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic infonnation. Confidential infonnation includes not only written infonnation, but also infonnation transferred orally, visually, electronically, or by other means. Confidential infonnation disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or ( e) is independently developed by the Consultant without reference to infonnation disclosed by the City 7. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfonnance of services specified under this Agreement. 8. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Shipping address for documents confinning this subscription service is: City of Santa Ana Attn: Lynda Kelly, lkelly@ci.santa-ana.ca.us 20 Civic Center Plaza, M-12 Santa Ana, CA 92701 With courtesy copies to: Executive Director of the Finance Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 ~.v To Consultant: Veritas Cð'pÔ,Itt;ù'l, SoFTWI1Iè£ 6Lo8IJL 350 Ellis Street, Mountain View CA 94043-2237 LLC, A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time ftames, weekends, federal, state, County or City holidays shall be excluded. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the tenus of this Agreement and any attachments hereto, the tenus of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any tenus or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that tenus and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfonned by City personnel or by other consultants retained by City. 11. TERMINATION This Agreement may be tenninated by the City upon thirty (30) days written notice of tennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services perfonned by Consultant prior to receipt of such notice of tennination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of perfonnance specified in the Recitals of this Agreement. 12 JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, perfonnance, and enforcement shall be government and construed in accordance with the laws ofthe State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be detennined 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. 13. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the tenus of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: J7 / ~ ~ ~~~,~~ Clerk ofthe Council CITY OF SANTA ANA !2 4' ~~(2~- DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: r(\ Mike Vigliotta Deputy City Attorney RECOMMENDED FOR APPROVAL: v' GLoML LLC. ~~è;~ /sig lure / ~y OR~ name ~ R . 10 a Executive ir tor of the Finance Department Employer ID# VERIT AS Maintenance Renewal Notification Quote Number: 1646893 22-0ct-03 LINDA KELLY CITY OF SANTA ANA 20 CIVIC CENTER PLAZA M12 INFO SERVICES (BASEMENT) SANTA ANA, CA 92701-4010 UNITED STATES Dear Linda: Our records indicate that your maintenance contract for the VERIT AS products installed at your site will expire in the near futüre. Renewal of this contract entitles your organization to continuation of the following: Extended Support - 24 hours a day, 7 days a week A toll ftee support line 1-800-342-0652 Problem solving Problem tracking Bug reporting Clarification of documentation Patches and Bug Fixes New Releases and Versions The renewal fee for Extended Support for your new maintenance contract is $ 33,557.00. The itemized summary is as follows: Host ID. Annual Line Qty. Product Description Start Date - End Date Serial Support Extended No. Number Fee Per Price License Backup Exec,Windows,Advanced Open File Option with Client Access I 32 License,v9.0,License -Extended Support 01-APR-03-30-JUN-05 165 11,872.00 2 15 Backup Exec,Windows,Servers,v9.0,License -Extended Support 01-APR-03-30-JUN-05 146 4,935.00 Backup Exec, Windows,Microsoft SQL Server Agent with Client Access 3 II License,v9.0,License -Extended Support 23-MAR-03-30-JUN-05 183 4,576.00 Backup Exec,Windows,Intelligent Disaster Recovery 4 15 Option,v9.0,License -Extended Support 01-APR-03-30-JUN-05 91 3,075.00 Backup Exec,Windows,Remote Agent (CAL) for Windows Servers I 5 22 pack,v9.0,License -Extended Support 01-APR-03-30-JUN-05 43 2,112.00 Backup Exec,Windows,Remote Agent (CAL) for Windows Servers 1 6 20 pack,v9.0,License -Extended Support 23-MAR-03-30-JUN-05 43 1,940.00 Backup Exec,Windows NT/2000,Network Storage Executive Master 7 1 (I),v8.6,License -Extended Support 23-MAR-03-30-JUN-05 643 1,461.00 Backup Exec,Windows,Library Expansion Option,v9.0,License - 8 3 Extended Support 23-MAR-03-30-JUN-05 183 1,248.00 9 3 Backup Exec,Windows,Servers,v9.0,License -Extended Support 20-FEB-04-30-JUN-05 146 597 Backup Exec, Windows,Oracle Server Agent with Client Access 10 2 License,v9.0,License -Extended Support 20-FEB-04-30-JUN-05 183 498 10f2 EXHIBIT A Backup Exec, Windows,Microsoft Exchange Server Agent with Client 11 1 Access License,v9.0,License -Extended Support 23-MAR-03-30-JUN-05 183 416 Backup Exec, Windows NT/2000,Network Storage Executive Access Lie 12 2 (1),v8.6,License -Extended Support 23-MAR-03-30-JUN-05 91 414 Backup Exec,Windows,Microsoft Exchange Server Agent with Client 13 I Access License,v9.0,License -Extended Support 20-FEB-04-30-JUN-05 183 249 Backup Exec,Windows NT/2000,Network Storage Executive Remote 14 2 Management Console (I ),v8.6,License -Extended Support 23-MAR-03-30-JUN-05 36 164 Total $33,557.00 Taxes are not included. Payment terms 30 NET This price quote will be honored for 30 days from the expiration date of your current maintenance contract. Quote Currency.. USD Please provide a purchase order, which can be faxed or mailed to me, for the above stated amount. An invoice will then be issued to your attention. Fax: 650-527-8668 Mail: RUBY CORONA, VERIT AS Software, 222 CASPIAN DRIVE, SUNNYVALE, CA 94089 Should you have any questions, please feel ftee to call me at (650) 527-4385 . We look forward to continuing this support for you and your organization. Regards, RUBY CORONA MAINTENANCE RENEWAL REPRESENTATIVE 2 of2 EXHIBIT A