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1 <br /> <br />MANAGED SERVICES AGREEMENT <br /> <br />This Managed Services Agreement is made and entered into as of the 1st day of May 2023, <br />(“Effective Date”), between N. Harris Computer Corporation (“Harris”), and the City of Everett <br />(“Customer”). Harris and Customer are collectively referred to herein as “Parties” and each <br />individually as a “Party.” <br /> <br /> RECITALS: <br />1. Customer wishes retain Harris to perform certain managed services as set out herein in <br />respect of certain Harris software licensed by Customer pursuant to a Software License <br />Agreement dated March 24, 2003 entered into between the parties. <br /> <br />2. Harris has agreed to provide such services on the terms and conditions set out in this <br />Agreement. <br />NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for <br />other good and valuable consideration (the receipt and sufficiency of which is hereby <br />acknowledged), the parties agree as follows: <br /> <br /> <br />1. Term. <br />This Agreement shall commence on the Effective Date and shall continue for a period of three (3) <br />years (the “Initial Term”). Thereafter, this Agreement shall automatically renew for further one <br />year periods (each a “Renewal Term”) unless one party gives written notice to the other party not <br />less than sixty (60) days prior to the end of the then current term of its intention not to renew. The <br />Initial Term and the Renewal Terms shall collectively be referred to as the “Term”. <br />2. Services. <br />(a) Harris’ Obligations. Harris shall use commercially reasonable efforts to provide the <br />managed services set out in Schedule “A” (the “Services”) to Customer. <br />(b) Customer’s Obligations. To enable Harris to perform the Services, Customer agrees to <br />provide the following to Harris: <br />i. Information relative to Customer’s hardware and software on which the required <br />programs must run or with which these programs must interact. Required programs <br />are outlined in Schedule “A”; <br /> <br />ii. Customer agrees to enable Harris remote access to Customer’s system for the <br />purposes of performing the Services; <br /> <br />iii. Personnel and assistance as is reasonably required to enable Harris to perform the <br />Services; <br />