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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: 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 extend the term of support services for an additional one year term with provision for up to two additional one -year extensions, and to amend the calculation by which the Support Service Program cost will be adjusted. 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: 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 ''attached 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 of then - 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 t r wishes to eaneel paftieipatio , in the S&S c.,.,. e44 + � r bo ~ od• the year- in whieh the Customer- wishes to eaneel . 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." 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.