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MILLER MENDEL. INC. <br />ADDENDUM TO <br />MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT ("MSLSA") <br />BETWEEN <br />MILLER MENDEL AND THE CITY OF SANTA ANA <br />The Parties agree the following Terms of the Master Software License and Services Agreement (or "MSLSA") <br />are hereby revised as follows and incorporated by reference into the MSLSA. <br />The following terms are hereby amended to read as follow and incorporated into to the MSLSA: <br />4.3.2 Either Party may terminate this Agreement prior to expiration of a License Tenn without cause <br />upon thirty (30) days prior written notice to the other Party, provided that: <br />(a) If Client terminates this Agreement prior to expiration of the current License <br />Tern or current Renewal Tern without cause, all fees for the remainder of the respective License Term or Renewal <br />Term listed in Table 3.2 (License Term Fees and Credits) shall become due and payable. Client shall pay all such <br />fees in addition to any balance already outstanding within thirty (30) days of receipt of invoice. <br />(b) If MMI terminates this Agreement prior to expiration of the License Term or <br />Renewal Term without cause, MMI will issue Client a refund for up to 25% of the remaining Entries, minus any <br />outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, <br />due to the upfront expenses MMI sustains from continuous maintenance of the eSOPH System. <br />IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective duly <br />authorized representatives. <br />Miller Mendel, Inc. <br />Client: City of Santa Ana <br />By: see signatures on page 19 <br />Name: Tyler Miller Name: <br />Title: CEO Title: <br />Date: May 28, 2020 Date: <br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 21 OF 21 <br />Version: June 1, 2019 — Santa Ana Specific (See Addendum) <br />