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palm 6A:.A ffl FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue hereunder, this Software Maintenance Agreement ("Agreement"), is made as of the day of _, 2019 ("Effective Date") by and between AssetWorks, a Delaware limited liability company, with offices at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 ("AssetWorks"), and City of Redwood City, a charter city and municipal corporation of the State of California, with offices in Redwood City, CA ("CUSTOMER"). Intending to be legally bound, the parties hereby mutually agree to the following terms and conditions: • 0 AssetWorks and CUSTOMER are parties to a Restated Software License Agreement pursuant to which CUSTOMER and AssetWorks have restated the license of CUSTOMER of certain software products ("Software") from AssetWorks. 2. The purpose of this Agreement is to set forth the terms and conditions upon which CUSTOMER has agreed, at its option, to subscribe to Maintenance from AssetWorks. Term Maintenance shall renew effective on January 1, 2019 and shall have a term of twelve (12) months. The term shall renew each year thereafter for an additional twelve (12) month period unless terminated as set forth below. 2. Correction of Deviations In the event that the CUSTOMER encounters an error and/or malfunction ("Deviation") in the Software, it shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows: a. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction to the CUSTOMER in accordance with AssetWorks' normal Software revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, there exists a Deviation that does constitute a serious impediment to the normal intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation with all due dispatch. 3. Software Revisions and New Versions a. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter 'Revisions"). Revisions shall be of two kinds: Revisions that the CUSTOMER is obliged to implement ( "Mandatory Revisions"); Revisions that may be implemented by the CUSTOMER at its option ("Optional Revisions"). iii. No charge shall be made to the CUSTOMER for either Mandatory Revisions or Optional Revisions. REV: 05-15-19 EI Page 6 of 10 ATTY/AG R.2019.130/Assetwo rks