HomeMy WebLinkAboutSYSTEMS & SOFTWARE INC. (2) - 2010
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
DATE: ;d- 3 -L 0
~-r
A-201O-016
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT is entered into on February 1,2010, by and between
Systems & Software, Inc., a Vermont corporation ("S&S") 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
("City").
RECITALS:
i'>
/- <tl
\).....y
~
-d. :5
~oJ.
_U,...
A. The parties entered into that certain Agreement A-2008-053, dated March 3, 2008, (hereinafter "said
Agreement") by which S&S has licensed to City, utility billing application software, along with
support and maintenance of such software.
B. The parties desire to clarifY the process for annual renewal of support services, and to amend the
calculation by which the Support Service Program cost will be adjusted.
- - c:Q.
<J
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the
terms and conditions of said Agreement, except those amended in this First Amendment to
Agreement, the parties agree as follows:
1. Section 4, SUPPORT SERVICES, subsection A "S&S Support Program", shall be amended to read,
in full, as follows:
"A. S&S Support Program. Beginning at Delivery, the Customer has the option to participate in
the S&S Software Maintenance and Support Program ("S&S Support Program"). Participate in
this Program is required to continue to receive support from S&S. The S&S Support Program is
defined in Exhibit 2attached hereto as Attachment A. S&S may modifY the S&S Support Program
from time to time. The Application Software and systems support services described herein will be
invoiced on a prorated basis from Go-Live through the end ofthen-current calendar year and
thereafter annually in-advance on a January through December calendar year basis. Customer's
participation in the S&S Support Program shall automatically renew on an annual basis and shall be
valid on a calendar year basis. However, if at any time Customer fails to allocate funding for the
annual maintenance and support fees, the S&S Support Program shall terminate at the end of the
then current paid term. In the e','(,mt Cl:lstomer ',vishes to eancel participatioR in the S&S Sl:lpport
Program, Cl:lstomer must Rotify S&S in vr-ritiRg OR or before September 30th of the year preceding
the year in \vhich the Cl:lstomer ','lishes to cancel participation. If Customer elects to discontinue its
participation in the S&S Support Program, S&S shall be under no obligation to continue providing
maintenance services past the period for which Customer has paid for enrollment in the S&S
Support Program."
2. Section 4, SUPPORT SERVICES, subsection C "Enrollment & Pricing", shall be amended to
provide that for years 2-10, following the Effective Date of said Agreement, S&S Support Program
pricing is subject to annual increase equal to CPI Index, provided that the minimum annual increase
shall be 2.5% and the maximum annual increase shall not exceed 4%.
3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full
force and effect.
III
III
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement on
the date and year first written above.
ATTEST:
CITY OF SANTA ANA
f2~/1 {L-
DAVID N. REAM
City Manager
~A ./IY-j"Y
MAR D. HUIZAR
Clerk ofthe Council
APPROVED AS TO FORM:
SYSTEMS & SOFTWARE, INC.
JOSEPH W. FLETCHER
City Attorney
By!
L . ra Sheedy
Assistant City Attorne,
~ .1ho~
(Kate Thornton)
(Vice President, Sales & Client Support)