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Agreement No. RESTATED SOFTWARE LICENSE AGREEMENT BY AND BETWEEN CITY OF REDWOOD CITYAND ASSETWORKS LLC ORIGINAL FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to acc a hereunder, this Restated Software License Agreement ("Agreement") is made as of the � day of vA . , 2019 ("Effective Date") by and between AssetWorks LLC, 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: PURPOSE A. In 1993, CUSTOMER was granted a perpetual license in proprietary software. Since that time, AssetWorks has provided CUSTOMER with revisions and upgrades to that software. The current license configuration is listed on Schedule 1 ("Software"). B. CUSTOMER has paid all licenses fees for the Software and no additional amounts are due under this Agreement. CUSTOMER may elect to order additional modules or licenses, which would be subject to additional fees. C. The parties wish to restate the license agreement to update the licensor to AssetWorks and affirm the current Software as listed on Schedule 1. ARTICLE I - LICENSE A. AssetWorks grants to CUSTOMER a non-exclusive, perpetual (subject to Article V) non- transferable license for the number of units specified in Schedule 1 ("Units") to make use of the software specified in Schedule 1 (herein "Software") on the CUSTOMER's database servers and application servers designated in Article VII (the database servers and application servers shall be referred to as the "Environment"): provided, however, that if any part of the Environment becomes temporarily inoperative the license may be extended to backup servers until such time as the Environment becomes operative again at which time all Software will be returned to the Environment. CUSTOMER may replace any component of the Environment by giving AssetWorks prior written notice of the new servers. Except as provided above, use of Software in excess of limits defined in Schedule 1 or other than on the Environment requires additional fees. CUSTOMER'S license is to use the Software in its own business; CUSTOMER has no right to use the Software in processing work for third parties. B. CUSTOMER shall have the right to use only one copy or image of the Software for production purposes to manage up to the number of Active Equipment Units identified in the Product Schedule (Schedule 1) and shall not copy or use the Software for any other purpose except (i) for archival purposes, (ii) in connection with a disaster recovery program, and (iii) for the purpose of testing the operation of the Software, provided such testing copy shall not be used in a live production environment. CUSTOMER may increase the number of authorized Active Equipment Units by executing a subsequent Product Schedule and paying in full the applicable fees. Upon signing the subsequent Product Schedule and paying in full the applicable fees, CUSTOMER shall have the right to monitor the revised number of Active Equipment Units as set forth in the subsequent Product Schedule. "Active Equipment Unit" shall mean any in service unit to which work orders, fuel tickets, or usage tickets are posted. C. If any third party software is provided to CUSTOMER pursuant to this Agreement, such license REV: 05-15-19 EI Page 1 of 10 ATTY/AGR.2019.130/Assetworks