2008/10/22 Council Agenda Packet

software updates prior to making them available to the Customer. The Customer acknowledges responsibility for testing Companys' software updates before applying them to the Customer's production systems. For servers running Companys' software, the Customer acknowledges responsibility for communicating with Company prior to installation of non- Companys' software service packs, implementation of new releases or versions of non-Companys' software, or installation of new non- Companys' software products. Except for emergency replacement of a failing server,the Customer acknowledges responsibility for communicating with Company prior to replacing a server on which Companys' software is being used. Company is not responsible for changes if related to or caused by software not provided by Company. For workstations running Company's software,the Customer acknowledges responsibility to test new workstation configurations, software service packs, new releases or versions of software, and new software products prior to implementation. 5. Limitations. Company may,in its sole discretion, limit or suspend Customer's access to support, pursuant to this Support Agreement, where (1) Customer is in material default under the terms of this Support Agreement(non-payment is deemed to be a material default), or(2) Customer fails to provide adequately trained staff to administer the Software. Prior to limiting or suspending support, Company will give the Customer 45 days written notice of its intention to do so and actively participate with the Customer to remedy any such default or failure. 6. Term. This Support Agreement expires one year after its execution. However, within thirty(30) days prior to its expiration, Company shall send to the Customer an invoice for an annual "Support and Maintenance Fee". The sending of any such invoice will constitute an irrevocable offer to extend the Support and Maintenance Agreement for the period and fees set forth in the invoice, which may be accepted by the Customer in its sole discretion as hereinafter set forth. Termination of the support agreement prior to its expiration shall not result in the refund of partial service fees. The Customer's payment of an annual Support and Maintenance Fee in response to an invoice prior to the expiration date of the Support and Maintenance Agreement, or within forty-five (45) days after the date of Company's invoice, whichever is later, will extend the Support Period for the period of one year from its previous expiration date. 7. Adjustments to Terms and Conditions. Company may change the Annual Support and Maintenance Fee and the terms and conditions of this support agreement provided that written notice is given to the Customer thirty(30)days prior to the expiration of the current term. Cost 8. Annual Fee. The Customer shall pay Company an Annual Support and Maintenance Fee for which support is being provided(see Schedule B for base Annual Support and Maintenance Fee). Annual Support and Maintenance Fee for the first(1St) year is due upon execution of this agreement and will then reoccur on the anniversary date of the execution of this agreement for each year thereafter. For a period of three(3) years following execution of this Support Agreement,the Annual Fee shall not increase by more than 5%of the previous year's Annual Support and Maintenance Fee. All requests by the Customer for additional features or functionality that fall outside of Company's ongoing policy of upgrading the Software will be quoted separately. dTh Coplogic Support and Maintenance Agreement `S " 2