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SUPPORT AND MAINTENANCE AGREEMENT <br /> THIS SUPPORT AND MAINTENANCE AGREEMENT("Agreement")is made this 2nd <br /> day of May, 2017 ("Effective Date"), by and between Systems & Software, Inc ("S&S") and the <br /> City of Redlands ("City") S&S and City are sometimes individually referred to herein as a"Party" <br /> and, together, as the "Parties " <br /> RECITALS <br /> A S&S has licensed certain Software to City pursuant to the License Agreement dated June <br /> 3, 2003, previously executed by the parties <br /> B City wishes to receive support and maintenance services related to the Software, <br /> C S&S shall provide the support and maintenance services related to the Software, <br /> D City and S&S are entering into this Agreement in order for S&S to provide support and <br /> maintenance services for the Software <br /> NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement, <br /> and for other good and valuable consideration (the receipt and sufficiency of which is hereby <br /> acknowledged), the Parties agree as follows <br /> AGREEMENT <br /> 1 This Agreement is the exclusive statement of the entire support and maintenance agreement <br /> between S&S and City The Parties agree that any previous agreements, or terms in any <br /> such agreements,that provided support and maintenance services similar to those provided <br /> under this Agreement have either expired of been terinmated under their own terms <br /> 2. S&S shall provide software support primarily via telephone and electronic mail The <br /> support services will be provided only during the hours of operation (8 00 am— 5 00 pm <br /> Pacific Coast Time with the hours from 2 00 pm to 5 00 pm requiring City to call the S&S <br /> After Hours Paging Service) as described in the "Systems & Software Support Program <br /> Guidelines," attached hereto as Exhibit"A" and which are in effect as of January 1, 2017, <br /> as such services may, at S&S's sole discretion, be modified or supplemented from time to <br /> time by prior written notice to City To enable S&S to provide effective support, City will <br /> establish auto remote access procedures compatible with S&S's then current practices <br /> which may be revised over time <br /> 3 City's approval and execution of this Agreement ratifies S&S' provision of support <br /> services to City under this Agreement as having commenced on January 1, 2017 <br /> (hereinafter the "Start Date") <br /> 4 In consideration for the support services specified in this Agreement, City shall pay the <br /> billed "Support and Maintenance Fee " The Support and Maintenance Fee will be billed <br /> -1- <br /> 11caldjmlAgreements\Systents and Software Support Maintenance Contract 4.24.2017 doex <br />