25D - AGMT AND AMEND FOR UTLILITY BILLING SOFTWARE

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2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between S&S and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services similar to those provided under this Support and Maintenance Agreement have either expired or been terminated under their own terms. 3. S&S shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in the Standard Maintenance and Support Guideline, which is hereby fully incorporated herein by reference, and which are in effect as of the Start Date (as defined below), as such services may, at S&S's sole discretion, be modified or supplemented from time to time. To enable S&S to provide effective support, the CITY will establish auto remote access procedures compatible with S&S's then current practices which may be revised over time. 4. The provision of support services under this Support and Maintenance Agreement shall start on the Start Date. 5. In consideration for the support services specified in this Support and Maintenance Agreement, CITY shall pay the "Support and Maintenance Fee" as detailed in Exhibit I below. The Support and Maintenance Fee will be billed annually in advance beginning on the Start Date and thereafter on the annual anniversary of the Start Date or on an alternative date mutually agreed to by both parties. In accordance with CITY's payment practices CITY shall have forty-five (45) days from the Start Date (or annual anniversary thereof) to remit annual payment to S&S of the Support and Maintenance Fee. If the CITY would like to match the invoicing of the Support and Maintenance Fee to its fiscal year or any other period, it may request, during the initial annual period of this Support and Maintenance Agreement that S&S issue a prorated invoice for the portion remaining during the initial annual period. S&S may change the Support and Maintenance Fee from time to time in relation to each annual support and maintenance period but CITY shall only be billed once per year, and any such increase shall not exceed three percent (3%) per year and may include a corresponding three percent (3%) increase with respect to Third -party services pursuant to Section 7, below. 6. In the event CITY requests material or substantive changes to documentation, reporting and/or interface creation or other material or substantive changes outside of the scope of Standard Support Guidelines as set forth in Exhibit 2 hereto, S&S will be entitled to increase the Support and Maintenance Fee by no less than twenty-five percent (25%) per request per year going forward in order to allow S&S to maintain these changes through each Release of the Software, except where said requests by CTFY are incorporated within the provisions of a duly executed Change Order approved by S&S as set out in the Master Renewal Agreement. 7. S&S reserves the right to bill an additional fee for Third -party services should Third- 25D-315