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<br />INSURANCE NOT REQUIRED <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />DATE: ;d- 3 -L 0 <br />~-r <br /> <br />A-201O-016 <br /> <br />FIRST AMENDMENT TO AGREEMENT <br /> <br />THIS FIRST AMENDMENT TO AGREEMENT is entered into on February 1,2010, by and between <br />Systems & Software, Inc., a Vermont corporation ("S&S") and the City of Santa Ana, a charter city and <br />municipal corporation organized and existing under the Constitution and laws of the State of California <br />("City"). <br /> <br />RECITALS: <br /> <br />i'> <br />/- <tl <br />\).....y <br />~ <br />-d. :5 <br />~oJ. <br />_U,... <br /> <br />A. The parties entered into that certain Agreement A-2008-053, dated March 3, 2008, (hereinafter "said <br />Agreement") by which S&S has licensed to City, utility billing application software, along with <br />support and maintenance of such software. <br /> <br />B. The parties desire to clarifY the process for annual renewal of support services, and to amend the <br />calculation by which the Support Service Program cost will be adjusted. <br /> <br />- - c:Q. <br /><J <br /> <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the <br />terms and conditions of said Agreement, except those amended in this First Amendment to <br />Agreement, the parties agree as follows: <br /> <br />1. Section 4, SUPPORT SERVICES, subsection A "S&S Support Program", shall be amended to read, <br />in full, as follows: <br /> <br />"A. S&S Support Program. Beginning at Delivery, the Customer has the option to participate in <br />the S&S Software Maintenance and Support Program ("S&S Support Program"). Participate in <br />this Program is required to continue to receive support from S&S. The S&S Support Program is <br />defined in Exhibit 2attached hereto as Attachment A. S&S may modifY the S&S Support Program <br />from time to time. The Application Software and systems support services described herein will be <br />invoiced on a prorated basis from Go-Live through the end ofthen-current calendar year and <br />thereafter annually in-advance on a January through December calendar year basis. Customer's <br />participation in the S&S Support Program shall automatically renew on an annual basis and shall be <br />valid on a calendar year basis. However, if at any time Customer fails to allocate funding for the <br />annual maintenance and support fees, the S&S Support Program shall terminate at the end of the <br />then current paid term. In the e','(,mt Cl:lstomer ',vishes to eancel participatioR in the S&S Sl:lpport <br />Program, Cl:lstomer must Rotify S&S in vr-ritiRg OR or before September 30th of the year preceding <br />the year in \vhich the Cl:lstomer ','lishes to cancel participation. If Customer elects to discontinue its <br />participation in the S&S Support Program, S&S shall be under no obligation to continue providing <br />maintenance services past the period for which Customer has paid for enrollment in the S&S <br />Support Program." <br /> <br />2. Section 4, SUPPORT SERVICES, subsection C "Enrollment & Pricing", shall be amended to <br />provide that for years 2-10, following the Effective Date of said Agreement, S&S Support Program <br />pricing is subject to annual increase equal to CPI Index, provided that the minimum annual increase <br />shall be 2.5% and the maximum annual increase shall not exceed 4%. <br /> <br />3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full <br />force and effect. <br /> <br />III <br /> <br />III <br />