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Exhibit 1 <br />Questica <br />" Where brilliant begins. <br />QUESTICA BUDGET MAINTENANCE AND SUPPORT AGREEMENT <br />This MAINTENANCE AND SUPPORT AGREEMENT (the "Agreement") is made and entered into this 201" day <br />of December, 2022 by and between QUESTICA SOFTWARE LTD., a corporation incorporated under the <br />laws of Delaware, US ("Questica") and the City of Santa Ana, CA, including, without limitation, all its <br />subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the <br />"Licensee"). <br />BACKGROUND <br />1. On January 16, 2018, Questica and Licensee entered into a License and Services Agreement <br />#A-2018-006. <br />2. Questica is the exclusive provider of Maintenance and Support Services for the Questica <br />Budget product solution. <br />3. The Licensee wishes to receive Maintenance and Support Services for the licensed products, <br />pursuant to the terms of this Agreement. <br />4. The Licensee wishes to receive Unlimited Licenses for the licensed products, pursuant to the <br />terms of this Agreement <br />NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other <br />good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica <br />and Licensee (collectively, the "Parties" and individually, a "Party") agree as follows: <br />1. ORDER OF PRECEDENCE. All terms from the original License and Services Agreement and any <br />subsequent changes or amendments remain in full force unless specifically addressed within this <br />Maintenance and Support Agreement. <br />2. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a <br />perpetual, personal, revocable, non -transferable and non-exclusive license to use the Software, solely <br />in executable code format, and the Documentation provided therewith, solely for Licensee's own <br />internal business purposes exclusively within the facilities and sites within the jurisdiction of the <br />Licensee. If Licensee wishes to use the Software at or from an additional site or sites outside of its <br />jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee's right to use the <br />Software and the Documentation is limited to those rights expressly set out herein. Licensee shall not <br />use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an <br />affiliate of the Licensee, except as expressly provided herein. <br />2.1. PERSONNEL WORK -AT-HOME RIGHTS. Licensee's personnel (its employees and contractors) <br />may use the Software from their homes as an extension of the license granted to the Licensee, <br />for business related purposes. Licensee personnel may not use the Software at home for <br />personal purposes. For greater clarity, Licensee shall be responsible for the use of Questica by <br />11Page <br />