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This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ("Agreement"), is made and <br />entered into on February 13, 2018 (the "Effective Date"), by and between Vermont Systems, Inc., a <br />Vermont corporation (hereinafter "VSI"), and the City of South Bend, Indiana, acting by and through its <br />Board of Public Wo'rks (hereinafter "Customer"), collectively referred to herein as the "Parties" or singularly <br />"Party". <br />In consideration of the mutual covenants and obligations expressed herein, the Parties agree to the <br />following: <br />Article 1 — Software License <br />1.1 VSI hereby grants the Customer and the Customer thereby accepts a perpetual, non -transferable, and <br />non-exclusive right to use the Licensed Software and Related Materials, as described in the attached <br />Exhibit B price quote. The Licensed Software includes Related Materials, such as online User Reference <br />Manuals, Sample Reports, Installation Planning Guides,, Installation Instructions, On -Line Help, and <br />Sample Training Database with Tutorials. <br />1.2 VSI uses the, Progress OpenEdge V11 Development software to develop its applications and deploys <br />using the OpenEdge Workgroup or Enterprise RDBMS (embedded database) with RDBMS support for <br />4GL, SQL, ODBC, JDBC, and Enterprise Cluster Manager Integration, and OpenEdge Application Server, <br />Basic and Enterprise Editions with Replication. Therefore, Progress software with RDBMS is required to <br />operate the application software by platform type, and pricing is included in, the attached Exhibit B. The <br />client uses a standard HTML and Java Script browser interface <br />1.3 The, license granted herein authorizes the Customer to install the Licensed Software on the designated <br />computer platform using one copy of the programs to support live processing, training, and disaster <br />recovery databases without incurring additional license charges. Further, the Customer can make copies <br />of the Licensed Software for safe keeping purposes. Article 1.3 does not apply, if VSI is providing full <br />hosting services. <br />1.4 At any time, the Customer can add software and user licenses under the terms of this Agreement by <br />paying the additional license and maintenance fees. The total number of authorized user workstations <br />permitted to use the Licensed Software is limited to the number listed in Exhibit IB pricing. <br />Article 2 — Annual Software Maintenance and Support Services <br />2,1 VSI shall provide the Customer with Software Maintenance and Software Support services for the <br />LicensedSoftware in accordance with VSI standard SaIles and Support Policies, as described in Exhibit A. <br />The extent of support services being provided to the Customer are specifically listed in Exhibit B pricing. <br />2'.2 The Annual Software Maintenance support shall include distribution of product update releases that <br />include software repairs and enhancements subsequent to the initial purchase. Biennial software <br />updates with database conversions will also be provided in accordance with VSI standard Sales and <br />Support Policies, as described in Exhibit A, while periodic program only updates are available at any <br />time on the VSI web site. If VSI is providing full hosting services, VSI will provide software installation <br />and upgrade services and coordinate both with each Customer. <br />sales yerrrmorats seer us.con Tel: 877-883-8757 Page 1 of 9 <br />