Software Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration

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()A S(%UITAS TIONS plans, schedules, orparameters, bysubmitting achange request. The City shall submit any change request it has to the AqmitasAccount Executive assigned to the [hx. Each party shall consider such proposed changes ingood faith. |fmproposed change isaccepted, itshall bereduced koawritten amendment tothe applicable SOW and signed by authorized representatives of the parties. If such change results in a change to any fees, the amendment shall state the revised fees, Aouitaswill take all commercially reasonable steps tnkeep the K4aaS operating smoothly and efficiently and available in accordance with the Service Level Agreement attached asSchedule A. However, since the MnaSservices operate using computer equipment, computer software programs, and the Internet, Aquitas shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including, without limitation, limitations on the availability mftelephone transmission lines and facilities, failures of other comm:unications equipment, Internet access delays or failures, failures or deficiencies of City equipment, or a City failure to meet its responsibilities as described in Pairagraph O below. /\quitaswill maintain adequate back-up arrangements and equipment inorder tomaintain athe City data stored omorthrough the Web site in the event of the failure of any of Aq!uitas' equipment. Service interruptions for maintenance and system upgrades will be scheduled, tothe extent reasonably practicable, to minimize interference with the City~o daytime business activities. For unscheduled service Interruptions attributable to causes within /\quitae' reasonable control, as Aquitas' sole obligation: and as the Cit«'s exclusive renmed\\AqU|tasshall make reasonable efforts torestore the K4aa5services. 3 CITY RESPONSIBILITIES 3.1 Named Users The City shall im1identify its Named Users (as defined inthe SOVV);(b)limit Named Users tothose who need to use the Services in connection with the City's internal business activities; (c) require each Named User tosafeguard his or her user name and password for accessing the Services, specifically prohibiting each Named User from disclosing his or her user name and password to any other person, including another Named User; (d) require each Named User to comply with the provisions of the applicable license agreement; (e) promptly notify Aquitas if the City determines that another person has gained access to an Named User's user name and password, or that anyone has wrongfully accessed the Services; and (f) be responsible for misuse o[the Services byNamed Users and hyunauthorized users who gain access clue to the City'sorany Named User's failure tomaintain security. 3.2 Operations The City is responsible for (a) acquiring, installing, and maintaining computer equipment �nd computer software programs etits premises compatible with and aSnecessary tVuse the Services, except tOthe extent that Aquitas has agreed, pursuant to this Agreement, to procure, install, or maintain any such South Bend Maximo Migration to Maas Page 24 of 36 Confidential