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INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES 6 - l5.2D23 CLERK OF COUNCIL DATE: J AN 19 2023 A-2022-250 Questica Where brilliant begins. (SV�iv�novtN�(N'� QUESTICA BUDGET MAINTENANCE AND SUPPORT AGREEMENT This MAINTENANCE AND SUPPORT AGREEMENT (the "Agreement") is made and entered into this 20t1 day of December, 2022 by and between QUESTICA SOFTWARE LTD., a corporation incorporated under the laws of Delaware, US ("Questica") and the City of Santa Ana, CA, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the "Licensee"). BACKGROUND 1. On January 16, 2018, Questica and Licensee entered into a License and Services Agreement #A-2018-006. 2. Questica is the exclusive provider of Maintenance and Support Services for the Questica Budget product solution. 3. The Licensee wishes to receive Maintenance and Support Services for the licensed products, pursuant to the terms of this Agreement. 4. The Licensee wishes to receive Unlimited Licenses for the licensed products, pursuant to the terms of this Agreement NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and Licensee (collectively, the "Parties" and individually, a "Party") agree as follows: 1. ORDER OF PRECEDENCE. All terms from the original License and Services Agreement and any subsequent changes or amendments remain in full force unless specifically addressed within this Maintenance and Support Agreement. 2. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a perpetual, personal, revocable, non -transferable and non-exclusive license to use the Software, solely in executable code format, and the Documentation provided therewith, solely for Licensee's own internal business purposes exclusively within the facilities and sites within the jurisdiction of the Licensee. If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee's right to use the Software and the Documentation is limited to those rights expressly set out herein. Licensee shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an affiliate of the Licensee, except as expressly provided herein. 2.1. PERSONNEL WORK -AT-HOME RIGHTS. Licensee's personnel (its employees and contractors) may use the Software from their homes as an extension of the license granted to the Licensee, for business related purposes. Licensee personnel may not use the Software at home for personal purposes. For greater clarity, Licensee shall be responsible for the use of Questica by 1(Page