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<br />Exhibit 2 <br /> <br />Electrical CAD Technologies. GP <br />Maintenance Agreement <br /> <br />This Maintenance Agreement (Agreement) is entered into by and between Electrical CAD Technologies. G.P. ("ECT") of <br />Brookfield, WI and the City of Santa Ana ("LICENSEE") who is also a licensee of the Software pursuant to a separate <br />Software License Agreement dated . Except as specifically modified herein, the definitions from the <br />License have the same meaning when used in this Agreement. <br /> <br />Effective Dates <br /> <br />The effective date of this Agreement commences as of the commencement date of the Licensee's Software License or the <br />anniversary thereof and covers a period of one year ("Term"). <br /> <br />Maintenance Services Provided <br /> <br />ECT will provide the following Software maintenance SBlVices during the Term ("Maintenance"): <br /> <br />3.1 Software Updates: <br /> <br />3.1.1 Modifications: ECT may make periodic general release corrections or modifications to the Software and the Documentation <br />and will deliver copies of these to LICENSEE. Any changes in the operational or functional product descriptions in the <br />Documentation or the Software as a result of corrections or modifications replace the prior product descriptions in the <br />Documentation. <br /> <br />3.1.2 Enhancement: ECT may develop periodic enhancements to the Software and will make machine executable copies of all <br />such enhancements and copies of related Documentation changes available to LICENSEE during the period covered by this <br />agreement. <br /> <br />3.2 Documentation Updates: ECT shall provide changes to the Documentation and other published material related to the <br />Software during the maintenance period. These changes may take the form of inserts to previously issued material, newly <br />published manuals, or documents explaining changes in the current release of Software. <br /> <br />3.3 Telephone Consultation: ECT offers LICENSEE the telephone numbers of its Software technical specialists whom <br />LICENSEE may consult on questions or problems concerning Software during ECTs regular business hours. ECT will use its <br />best efforts to return all calls within one business day. <br /> <br />Maintenance limitations <br /> <br />Maintenance does not extend to the following: <br /> <br />Software that has been changed, altered or modified in any way by LICENSEE or a third party. <br /> <br />Software that has been relocated without written approval or used on computer equipment other than equipment specified as <br />being supported in ECTs Documentation. <br /> <br />4.3 Software that has failed due to LICENSEE misuse; improper installation, operation, or alteration; accident; or unusual <br />deterioration or degradation of the software due to physical environment or electrical or electromagnetic environment. ECT will <br />however, assist LICENSEE, at no additional cost, in the reinstallation process via telephone of new Software releases that <br />have in good faith been installed improperly. <br /> <br />4.4 Software that you have failed to update with the most recent corrections, modifications, or enhancements made available by <br />ECT. <br /> <br />2. <br /> <br />3. <br /> <br />4. <br /> <br />4.1 <br />4.2 <br /> <br />5. <br /> <br />Cost for Maintenance <br /> <br />The annual Software Maintenance fee for the initial Term shall be the list price in effect as of the commencement date. <br /> <br />Maintenance Renewal <br /> <br />Maintenance shall automatically renew for additional one year Terms unless either party notifies the other in writing at least 30 <br />days prior to the expiration date of the current Term. Approximately sixty days prior to the expiration of any Term, ECT <br />generally sends LICENSEE notification of the renewal fee required to extend Maintenance for an additional one year Term. <br />The applicable fee for a renewal Term shall be the list price in effect sixty (60) days prior to the renewal date. ECT reserves <br />the right, in its sole discretion, to make changes to the standard terms and conditions of Maintenance (other than fee) upon <br />ninety (90) days prior written notice at any time. <br /> <br />Other SDeciflcs Reaardina Maintenance <br /> <br />On-Site Services: Maintenance does not include anyon-site services. ECT provides LICENSEE with on-site services at our <br />then current per call rates and terms for Application Engineering Assistance. <br /> <br />6. <br /> <br />7. <br />7.1 <br /> <br />Maintenance Agreement ~ rev.2 - 10/99 <br /> <br />main1099.doc <br />