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()A <br />,(%UITAS <br />TIONS <br />License: Aouitasshall provide Maximo 7.6 licenses ofthe software used with K4aa3for the number ofNamed <br />Users in Section 4 MaaS Licenses. the City's use of such software is governed by the applicable IBM license <br />agreement. The Licenses are held by Aquitas fo,r the City's benefit. Upon termination of this SOW, the City has <br />no continued right to the Licenses. A Named User is /a\ an individual authorized by the City to use the software <br />instance through the assignment of a specific user login, regardless of whether or not the individual is using the <br />software at any given time; and /b\ a non -human operated device, if such device can access the K4exirno 7.6 <br />database. The total number of Named Users Licenses must be e�ual to or greater than the total number of <br />individuals authorized by th,e City to use MaaS plus the total number of non -human devices that access the <br />K4axinno7.6 clmtabase. <br />Fees: Annual fees are calculated based onthe number ofNamed Users, If the City elects tocontinue K4aaSafter <br />the expiration ofthis SOW byentering into anew SOW, MaaSfees may increase. Aquitasinvoices the fees on <br />an annual basis, Payment Terms are Ist-31st Pay on Second 51h. The City may only decrease the number of <br />Named Users atthe end ofeach year ofthis SOW upon sixty (OQ) days' prior written notice toAqmitns.User <br />count must not bereduced below 90%oforiginal purchase quantity and revenue must not bereduced more <br />than IQ%inside ofthe current agreement. <br />Scheduling: The City acknowledges that time is of the essence with regard to resources and that Aquitas will <br />assign resources for the Services only after this S0VV is signed by both parties. Any dates discussed during <br />negotiations are subject tnchange depending onthe zvailabUityofAquitaspersonnel. Once this SOW isfully <br />signed, Aquitas will contact the City to schiedule a start date for the Services. <br />1.1 Professional Services <br />1.1.1 Scope <br />Aquitas shall provide the professional services specified in the SOW above <br />1.12 Fees <br />Fees for professional services are calculated based omAquitas'current professionalservices standard rates <br />onatime and expenses basis <br />Mr. Jim Sch,rader <br />City ofSouth Bend' <br />3113 Riverside Drive <br />South Bend )N 46628 <br />Five (5)years <br />South Bend Maximo Migration toMmaS Page 20of36 Confidential <br />