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EXHIBIT E MAINTENANCE AND SUPPORT AGREEMENT This Maintenance and Support Agreement("Agreemeat") is entered into this day of wl� � office at 1999 between Lucent Technologies Inc., acting through its Public Safety Venture ( LUCENT'), 2600 Warrenville Road, Lisle, Illinois 60532, and the City of Redwood City, Califomia, a municipal corporation, having its offices at 1301 Maple Street,Redwood City,Califomia 94063 ("CITY")• 1. DEFI1vITIONS "Central Processing Unit" or"CPU"means the computer hardware set forth in Appendix A,as may be amended by agreement of the parties, on which CIT1' is authorized under the terms of a Product Agreement to use Licensed Materials. 'Documentation" means the manuals, user guides, and other materials provided by LUCENT to assist the CITY in using Products. °°Enhancements"means modification to the Soflware which results in increased features or functionality. "Fix" means additional or replacement lines of Software code provided to CIT'I'by LUCENT to remedy a defect in Software that caused it to not operate substantially in accordance with its written specificarions. "Licensed Materials"means the Software and Documentation provided under license to CITY. "Maintenance" means repairing or replacing hardware that does not operate in accordance with its written specifications, or assisting the CITY in coordinating repairs or replacement of harhardware v ndor s echfi ations! vendor of such hardware. Specifications for hardware also means third party P "Problem" means hardware that does not operate in accordance with its written specifications; Software that does not operate substantially in accordance with its written specifications;or pocumentation that is not correct. "Product"means hardwaze and/or Licensed Materials provided to CITY for use in the public safety market, as more specifically set forth in Appendix A,hereto. "Response Time" means the elapsed time from when LUCENT receives a request for assistance until the commencement of assistance. "Services"means the Maintenance and Support Services to be provided pursuant to the terms of this Agreement. "Software" means computer programs in machine readable form licensed to CITY by LUCENT for use on designated CPU(s). Sofiware does not include any version of Source Code and any operating system software installed on the CPU. "Software Updates means Fixes provided from time-to-time by LUCENT or conections to Documentation. In the case of operating system software, LUCENT's sole obligation shall be to use reasonable efforts to assist CITY by coordinating with the third party vendor of such software to resolve or fix any reported problems with such software. Software Updates may also contain in addition to Fixes new features or functionality but such new features or functionality are not licensed to CITY under the terms of this Agreement and can only be licensed under the terms of Product Agreement and the payment of any applicable right-to-use fee. "Source Code" means a high level program that is not machine readable. "Systern Administrator"means an employee or agent of CITY with su�cient training and experience to identify and isolate Problems to hardware or Software and to provide sufficient information and assistance to LUCENT to be able to reproduce such Problems. The System Administrator or his/her delegate shall be the single point of contact with LUCENT when reporting Problems. LUCENT may require CITY to appoint a new System Administrator if LUCENT reasonably determines that the System Administrator does not possess the trainina or experience necessary to perform the required functions of the System Administrator or cannot communicate effectively with LUCENT's support personnel. "Tier I Support" means first line of contact for Problems. Tier I Support includes responding to requests for assistance or telephone calls, as applicable, answering administrative or "how to" questions, isolating Problems to hardware or Software and collecting data to reproduce such Problems, and escalating Problems to Tier II Support, when necessary. This level of support is responsible for handling minor Problems, including, but not 1'united to, rebooting the system or testing hardware, installing new Software releases or Soflware Updates, checking log files, checking configurations,telephone set replacement, and servicing Centrex connections. Tier I Support may be self- provided by the CITY or at the CITY's option by LLJCENT at the applicable charges for such Support. If Tier I Support is provided by the CITY, it will be provided by the System Administrator. "Tier II Support" means that level of support to which Problems that cannot be resolved by Tier I Support are escalated. LUCENT provides Tier II Support to resolve such Problerns. Tier II Support includes resolving Problems related to hardware(or coordinating with the third party vendor of such hardware to resolve the Problem), 1 � . _ __ _ _ _ _