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terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are established based on the software licenses purchased under the System Purchase Agreement. The Software Support fee for the first renewal term shall be the amount specified in Addendum A hereto, subject to the adjustments as described in 3.2. 3.2 TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate equal to the increase in the Consumer Price Index, Los Angeles/Orange County area for the 12 month period ending June 30 prior to the renewal of this Agreement, or 5%, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt of Tn'Tech's invoice for such expenses. 3.4 If Client fails to renew Software Support for any renewal term by execution of the applicable Software Support Renewal Agreement and payment of the applicable Software Support fees, Software Support may be rendered by TriTech, at its discretion, on a time and material basis, at TriTech's then current rates for consulting and support plus expenses and Update license fees. If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 21