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INSURANCE NOT ON FILE A-2023-013-02 WORK MA4' NOT PROCEED CLERK OF COUNCIL DATE: FEB 2 8 2023 SUPPORT AND MAINTENANCE AGREEMENT THIS AGREEMENT (hereinafter "Support and Maintenance Agreement") is made and entered into this 7th day of February, 2023, by and between System Innovators, Inc., a Florida corporation and a Division of N. Harris Computer Corporation (System Innovators), ("CONSULTANT"/"SI"), 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"). CITY and CONSULTANT/SI shall hereinafter collectively be referred to as "the PARTIES". RECITALS: A. This SUPPORT AND MAINTENANCE AGREEMENT made and entered into this 7tn day of February, 2023 between SYSTEM INNOVATORS, INC. ("CONSULTANT"/"SI"), a Florida corporation and a Division of N. Harris Computer Corporation and the City of Santa Ana ("CITY"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. B. SI owns the Software which has been licensed to CITY pursuant to a March 2014 Software License Agreement (Agreement A-2014-073), and subsequent amended agreements: A-2014-358 (December 2014), A-2016-099 (May 2016), and A-2019-135 (August 20, 2019), which license remains in effect by the parties' separate Master Renewal Agreement dated February 7, 2023. C. The CITY wishes to receive support and maintenance services related to the Software; D. SI shall provide the support and maintenance services related to the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the "Support and Maintenance Agreement") and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: 1. Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the parties' separate Master Renewal Agreement dated February 7, 2023. If not in conflict with the terms of this Support and Maintenance Agreement, all other terms of the Master Renewal Agreement shall be incorporated into this Support and Maintenance Agreement. 2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between SI and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services