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Agreement between KCC Knowledge Computing (Canada) Limited and City of Santa Ana [Exhlb/t F] 3. COMPENSATION 3.1. For the Support provided pursuant to this Agreement and all other services related to the operation, maintenance and upgrades or customer modifications, the Customer shall pay KCC the annual fee specified in Section 3. 1.1 and Section 3.1.2. (the "Fees "). 3.1.1. There is no annual fee for Support and Maintenance in Year 1. 3.1.2. The annual fee for in Year 2 will be $56,750. 3.2• Customer shall have a right to off -set any and all payments in the event there is any breach of this Agreement by KCC. KCC shall invoice the Customer for the Fee annually in advance. All such invoices shall be payable within 30 days of the date of each such invoice. 3.3. The Fees for Support and any other products or services that may be provided hereunder are exclusive of any federal, state or provincial tariffs, duties or sales taxes, taxes which shall be paid by the Customer. J 4. CUSTOMER RESPONSIBILITIES 4.1. Without cost to KCC, the Customer shall provide to KCC full co- operation and assistance to enable KCC to provide the Support Services contemplated hereby. In particular, and without limiting the generality of the foregoing, the Customer, or its designee, shall: 4.1.1. Designate Contacts Designate up to four (4) individuals from its MIS/IT department, or services provider (as the case may be). All Support calls must be channeled through the designated individual(s). The designated individual(s) are set out in Schedule A -2. 4.1.2. Provide Electronic Access to Production System Provide KCC with electronic access to the Production System. 4.1.3. Perform Administrative Duties Perform all Database and operating system(s) administrative duties, including regular logical and physical backups. Confidential Page 6 8/18/2009 City of Santa Ana - ahibit F copyright O 2006 - KCC Krawledge Cotnpuling (Canada) Limited 250 -10