The URL can be used to link to this page

Home My WebLink AboutContracts & Agreements_91-2001STRATEGY 7 CORPORATION STRATEGY 7 CORPORATION SUPPORT MAINTENANCE AGREEMENT AGREEMENT NUMBER: CRL001 This Agreement (" Agreement "), is made and entered into as of the 19th day of June, 2001 by and between STRATEGY 7 CORPORATION (" S7 CORP ") and CITY OF REDLANDS ("USER"). RECITALS S7 CORP is authorized to enter into this Agreement as a Value -Added Reseller of RAINING DATA ("Raining Data"), whose database management software, together with applicable product documentation (collectively, the "SOFTWARE") is the subject of this Agreement. S7 CORP offers a support and update program for SOFTWARE based on services secured from Strategy 7 of which USER desires to receive the benefits while its license of the SOFTWARE remains in effect. USER acknowledges that S7 CORP will serve as USER'S exclusive source to obtain licensing, support and maintenance of the SOFTWARE. S7 CORP desires to grant to USER, and USER desires to accept, a license to use the SOFTWARE and obtain support and maintenance for the SOFTWARE on the terms and conditions set forth below. NOW. THEREFORE, in consideration of the premises, the agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. City or Redlands Maintenance Only Contract crIcrnop0 la.doc Page l O6;14/OI 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 \o-Non I STRATEGY 7 CORPORATION SECTION I. SUPPORT AND MAINTENANCE FOR SOFTWARE 1. DEFINITIONS " Support " means professional time provided by S7 CORP's consulting, technical, training and support staff to USER. " Maintenance " means assistance so that SOFTWARE operates in confoiinity with all descriptions and specifications Raining Data and Strategy 7 has published for SOFTWARE for which USER has a valid license to use. 2. SERVICES a) In the event that USER detects any error or defect in SOFTWARE, S7 CORP shall furnish telephone support, and if necessary, maintenance. S7 CORP shall log and classify the severity of the error or defect. USER agrees to provide access to SOFTWARE via modem or other means so that S7 CORP can verify and/or correct error or defects. b) S7 CORP will provide USER with 24 hours per day, 7 Days per Week support, via direct call or page service. Response time provided to USER will be no longer than one (1) hour. 3. MAINTENANCE FEES: USER shall pay on or before the first day of each term the maintenance fee as denoted on Exhibit A attached to and incorporated in this Agreement. 4. SUPPORT PAYMENTS: Amounts due to S7 CORP pursuant to Section II of this Agreement, excluding maintenance fees and including but not limited to professional services and expenses are due and payable by USER within thirty (30) days of receipt of an invoice from S7 CORP. While the S7 CORP may send an invoice for fees due under this Agreement, failure to do so shall not absolve USER from its responsibility to make any payment hereunder when due. 5. TRAVEL. Support or maintenance provided by S7 CORP requiring travel of more than 50 miles from a S7 CORP office are subject to the following charges: Per diem at S7 CORP's then current published rate, actual air travel expenses or automobile travel time at S7 CORP's preferred hourly rate of $75.00 per hour when incurred, by S7 CORP in connection with servicing USER under this Agreement, whether for covered or excluded services which are described in the attached Exhibit B, are billable to USER at actual City of Redlands Maintenance Onlls,, Contract et-IL:mop° I a.doc Page 2 06/14/01 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 n 4/ STRATEGY 7 CORPORATION documented cost, provided, however that any travel expenses must be approved in advance in writing by USER City of Redlands Maintenance Only Contract crleniop0 I a.doe Page 3 06/14/0 I 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 :JUN 18 2001 17:52 STRATEGY 7 CORPORATION Fax J_N IS IIACI 17•4,9 Fa..k Statior : STPATGY 7 CeP37RATION 972 560 9203 P. 1 Sent By: STRATEGY SEVEN CORP; 949 719 8142; STRATEGY 7 CORPORATION Jun-18-01 2:58PM; \on /0 A t idi Q. 0 0 cC 0 SECTION 11. GENERAL PROVISIONS 1. LIMITATION OF REMEDIES, Only in the event of material breach S7 CORN entire liability and USER's exclusive remedy shall he: (i) With 30 days written notice, USER may cancel Agreement. 2. TERM. This Agreement shall remain in effect for a period of one year from June 19, 2001. Sixty (60) days prior to June 19, 2001, $7 CORP shall contact, user to extend a new Support Maintenance Agreement. If a new agreement cannot he reached, the current contract shall terminate at 12:00 a.m. June 19, 2002. fmtir•ftettt-r•ftew61-pa‘m. es 3. TERMINATION. In the event of material breach (nun -payment by USER or unsatisfactory service claimed by I ISER) either party upon (30) days written notice may terminate this Agreement, prior to June 19, 2002. 4. ASSIGNMENT. USER'S rights and obligations under this Agreement may be assigned or transferred by USER only with the prior written consent of the 57 CORP which shall not be unreasonably withheld, except that USER may assign or transfer its rights under this Agreement to any of its subsidiaries or affiliates. 5. Taxes. USER shall be liable tbr all federal, state, municipal or other governmental taxes, duties, charges, or Logs, however designated, now or hereafter imposed by any governmental authority with regard to services performed hereunder. 6. PROPRIETA RY RIGHTS. 11SFR recognizes that the SOFTWARE and related materials arc proprietary and that all copyrights, patents, trade secrets, and other intellectual rights remain the sole and valuable property of S7 CORP or S7 CORP suppliers. USER agrees to diligently protect these rights. USER agrees not to disassemble or reverse compile the SOFTWARE. The provisions of this Section shall survive termination of this Agreement. City of Rcdtand$ Mainttorocc Only Conunci c rl ern op01 &do Pigc 4 06/14/0 I 2009 Chenault Drive, Smite !ID • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Bosch, CA 92660 • 4949) 719-9410 • FAX (949) 719-6142 Page 2/2 STRATEGY 7 CORPORATION SECTION. III MISCELLANEOUS \n in pU) 40 0„ cG/ 0 1. Applicable Law. This License Agreement shall be governed by the laws of the State of California. If any legal action is brought by either party to this Agreement regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief. reasonable attorneysfees and expenses. 2. Cumulation of Remedies. All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed and election of such remedy to the exclusion of other remedies. 3. Severability. If any provision of this Agreement is for any reason held to be invalid or unenforceable, such provision will be fully severable, and in lieu thereof there will be added automatically as a part of this Agreement a provision as similar in terms as may be valid and enforceable. 4. Notice. Any and all notices or payments given under the provisions of this Agreement may be delivered personally or given by mail addressed to the appropriate party at the address given below and will be effective when received. The parties may change their respective addresses by written notice to the other party, sent as provided in this Section. All notices must be in writing. If to S7 CORP: If to Licensee: 2009 Chenault Drive Suite 110 Carrollton, TX 75006 Attn: J Rodriguez II City of Redlands 35 Cajon Street, Ste 30 PO Box 3005 Redlands. CA 92373 Attn: Bonnie Johnson City of Redlands Maintenance Only Contract cricmop0 I a.doe Page 5 06/ I 4/01 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 W0.A\ n 40 4/ STRATEGY 7 CORPORATION 5. Nonwaiver. No failure or delay with respect to the exercise of any right, power or privilege under this Agreement shall operate as a waiver thereof and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any right, power or privilege thereunder. 6. Export/Import Laws. This Agreement is subject to compliance with all applicable export and import laws, including, without limitation, the Export Administration Act of 1979, as amended, and related regulations of the Department of Commerce. USER assumes full responsibility for compliance with any applicable non- U.S. import laws and regulationsand if applicable, will assist S7 CORP in obtaining any necessary U.S. export licenses, all at USER's expense. 7. Indemnity. A. The USER shall indemnify and save harmless S7 CORP and its successors and assigns together with its officers, directors, employees, agents and those for whom it is in law responsible, only from and against any and all liabilities, damagescosts, expenses, causes of action, claims, suits, proceedings and judgments (collectively, "Claims "), which they may incur or suffer or be put to by reason of or in connection with or arising from any breach, violation or non- perfotniance by the USER of any obligation contained in this Agreement to be observed or preformed by the USER or any wrongful act of negligence of the USER or its agents or employees which relates to this Agreement, howsoever arising. The USER acknowledges and agrees that this indemnity shall survive any termination of the Agreement. B. S7 CORP shall indemnify and save harmless the USER, its successors and assigns together with its officers, directors, employees, agents and those for whom it is law responsible (collectively, the "City Indemnified Parties") from and against any and all Claims which they may incur or suffer or be put to by reason of or in connection with or arising from (i) any breach, violation or non- performance by S7 CORP of any obligation contained in or relating to, this Agreement to be observed or preformed by S7 CORP and such liability shall not exceed (other than, to the extent applicable, in respect of the acts or omissions referred to in (ii) below) S7 CORP's liability under this Agreement; and (ii) any wtongful or negligent acts or omissions of S7 CORP. its agents or employees which give rise to a tortuous Claim against USER and, in such circumstances, S7 CORP shall defend City Indemnified Parties from such Claim (in addition to providing its indemnity), S7 CORP acknowledges and agrees that these indemnities shall survive any termination of this Agreement. City of Redlands Maintenance Only Contract crlernop0 la doc Page 6 06/14/01 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 STRATEGY 7 CORPORATION voo n flip ,r, ...4 o_ ./ k.. co .c- 0 cr 0 8. Insurance and Worker's Compensation. At all times during its performance under this Agreement, S7 CORP will maintain in full force, insurance in the following forms of coverage and minimum amounts specified below. Said Commercial General Liability insurance policies must contain an endorsement that USER is named as an additional insured with respect to the work covered hereunder and must provide sixty (60) days notice be given to the USER prior to cancellation or material reduction in coverage of the policy. S7 CORP must then seek and secure replacement coverage in the same form as stated in this section within the 60 days or will be deemed in material breach of this Agreement. Should USER secure coverage on its own so as to avoid a lapse in coverage, the full amount of its premium shall be debited from any amounts due S7 CORP. S7 CORP will provide USER with certificates of insurance evidencing this coverage prior to the commencement of work. a. Worker's compensation — S7 CORP warrants that is has met all statutory requirements under the Worker's Compensation Laws of the State of California. b. Comprehensive General Liability — $1,000,000 per occurrence and $2,000,000 in the aggregate for public liability, property damage, and personal injury. c. Professional Liability — $500,000 per occurrence and $1,000,000 in the aggregates. 9. Entire Agreement and Modifications. This Agreement constitutes the full and complete understanding and agreement of USER and S7 CORP and supersedes all prior negotiations, understandings and agreements pertaining to the subject matter of this Agreement. Any waiver, modification or amendment of any provision of this Agreement shall be effective only in writing and signed by USER and S7 CORP. 10. Binding Effect. This Agreement shall inure to the benefit of and be binding upon USER and S7 CORP and their respective successors and permitted assigns. 11. Relationship. Licensor and Licensee are independent contractors with respect to one another under this Agreement, and neither one is a partner, joint venturer, agent or legal representative of the other for any purpose. City of Redlands Maintenance Only Contract crIcrnop0 I a.doc Page 7 06/14101 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 Date June 19, 2001 ATTEST: STRATEGY 7 CORPORATION CITY OF REDLANDS STRATEGY 7 CORPORATION Signature --al Signature Name Pat Gilbreath Name g Title Mayor Title Date /y` zo City of Redlands Maintenance Only Contract crlcmop0Ia.doc Page 8 06/14/01 vI, 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 n Iii 40 4,4/ STRATEGY 7 CORPORATION MAINTENANCE FEE: $5,824.00 Company Name: EXHIBIT A City of Redlands 35 Cajon Street, Suite 30 PO Box 3005 Redlands, CA 92373 Attn: Bonnie Johnson Phone: (909) 335-4792 Fax: (909) 335-4735 Number of users Licensed: 128 R91 Licenses Hardware Model & Manufacturer: GA A800-051:6124 City of Redlands Maintenance Only Contract crIcinop0 I a.doc Page 9 06114/01 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142 STRATEGY 7 CORPORATION EXHIBIT B COVERED SERVICES RAINING DATABASE SOFTWARE SUPPORT %.00n In p - -1 0 (r) < w EXCLUDED SERVICES NON RAINING DATA DATABASE SOFTWARE SUPPORT City of Redlands Maintenance Only Contract crier -nog() I a.doc Page I 0 06/14/0 I 2009 Chenault Drive, Suite 110 • Carrollton, TX 75006 • (972) 560-9201 • FAX (972) 560-9203 610 Newport Center, Suite 1070 • Newport Beach, CA 92660 • (949) 719-9410 • FAX (949) 719-6142