SUPPORT AND MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the day of , 2026.
BETWEEN:
N. HARRIS COMPUTER CORPORATION
(“Harris”)
- and –
THE CITY OF VERNON, CALIFORNIA
(“Organization”)
RECITALS
1. Harris has licensed to Organization certain Software pursuant to a Software License Agreement;
2. The Organization wishes to receive support and maintenance services related to the Software;
3. Harris shall provide the support and maintenance services related to the Software; NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the “Support and Maintenance Agreement”) and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:
1. Defined terms:
(1) “Release” means an Update and an Upgrade.
(2) “Software” means the software products that are listed in Exhibit 1 and includes any Update(s) or Upgrade(s) that have been provided to Organization. Third Party Software is not included in the definition of Software except where this License Agreement explicitly states otherwise. (3) “Update” means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right-most digit in the version number (for example, a change from X.1 to X.2). (4) “Upgrade” means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X. 16 June
2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between Harris and Organization.
3. Harris shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start Date (July 1, 2026), as such services may, at Harris’s sole discretion, be modified or supplemented from time to time. To enable Harris to provide effective support, the Organization will establish auto remote access procedures compatible with Harris’s then current practices which may be revised over time.
4. This Support and Maintenance Agreement becomes effective from the date hereof.
5. In consideration for the support services specified in Section 2, Organization shall pay the “Support and Maintenance Fee” as detailed in Exhibit 1 below. The Support and Maintenance Fee will be billed annually in advance each year of the Term (including any renewals or extensions) beginning on the Start Date and thereafter on the anniversary of the Start Date or on an alternative date mutually agreed to by both parties. Harris may change the Support and Maintenance Fee from time to time on each one-year anniversary of the Agreement during its Term (including any renewal terms) but Organization shall only be billed once per year, and any annual increase in fees shall not exceed three (3) percent. It is specifically understood that, due to certain complications and circumstances, the invoice for the July 1, 2026 to June 30, 2027 annual fee has not been paid as of the making of this Agreement, but that Harris will waive any additional fees or remedies for non-payment so long as the invoice is paid on or before July 31, 2026.
6. In addition to the Support and Maintenance Fee, Organization shall reimburse Harris for its direct expenses in providing support services (“Billable Fees”) pursuant to this Agreement which include:
(i) its direct travel expenses which are excluded from the total fees amount described in the Statement of Work, including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees, which will need to be pre-approved by organization;
(ii) courier services, photocopying, faxing and reproduction, all reasonable travel costs (hotel and airfare) including a travel time rate of $90.00 per hour; (iii) a per diem rate of $100.00 for week days and a $200.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided);
(iv) a mileage charge based on the current U.S. Internal Revenue Service recommended rate per mile, long distance telephone calls; and (v) all other reasonable expenses, which shall be pre-approved by organization, incurred in the performance of Harris's duties including courier services and documentation copying or production.
7. Harris may update its reimbursement policies and rates related to the Billable Fees from time to time, in which case such updated policies shall apply for purposes of this Agreement, provided that such updated reimbursement policies must generally apply to all clients of Harris.
8. Harris shall supply all Updates to Organization at no additional charge other than the payment of the Support and Maintenance Fee. Updates and Upgrades may require additional services to be performed by Harris outside of the scope of those services provided by Harris including additional training not covered by any agreement(s) for the installation and implementation of the Update and Upgrades that will be subject to the Harris’s then-prevailing policies, terms and Billable Fees related to pricing and hourly rates. All such services shall be performed subject to a newly negotiated Scope of Work.
9. All Updates of the Software and all those services listed in Exhibit 2 which are included as part of Organization’s Software support will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee.
10. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by Organization and such sums shall be due and payable to Harris upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by Organization. For the sake of clarity, all of the fees listed in this Support and Maintenance Agreement are not inclusive of any applicable taxes: the Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.
11. The term of this Support and Maintenance Agreement shall be five years. Harris may increase the annual support and maintenance fees by an amount not to exceed three (3%) percent each year. The termination of this Support and Maintenance Agreement by Organization shall not affect the existing license agreement(s). Harris shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. Organization acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any event of default.
12. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Harris in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with Harris, and Organization shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement.
13. Harris shall have the right to terminate this Support and Maintenance Agreement immediately if:
(a) Organization attempts to assign this Support and Maintenance Agreement or any of its rights hereunder without complying with the relevant license agreement; or
(b) Organization has not paid an invoice within ninety (90) days of the start of a renewal term.
(c) Organization shall have the right to terminate this Support and Maintenance Agreement only if Harris materially breaches a material obligation expressly set out herein, such breach is not caused in whole or in part by Organization or any third party under Organization’s control, and Harris fails to cure such breach within sixty (60) days after receipt of Organization’s written notice describing the alleged breach in reasonable detail. No termination by Organization shall be effective unless Organization is then current in the payment of all undisputed amounts due and owing under this Agreement. Any termination by Organization shall not relieve Organization of its obligation to pay all fees, charges and reimbursable expenses accrued or incurred through the effective date of termination, including any non-cancellable commitments, nor shall such termination entitle Organization to any refund of fees previously paid.
14. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in accordance with the provisions of the relevant license agreement.
15. Either party’s lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision and the non-breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other.
16. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by Organization.
17. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither Organization nor Harris shall divulge any of its provisions as set forth herein to any third party except as may be required by law.
18. (a) Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) The Organization and Harris recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of Harris arising from this Support and Maintenance Agreement. The parties agree that in all such circumstances the Organization’s remedies and Harris’s liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Support and Maintenance Agreement.
(c) FOR BREACH OR DEFAULT BY HARRIS OR OTHERWISE IN
CONNECTION WITH THIS SUPPORT AND MAINTENANCE
AGREEMENT, INCLUDING A BREACH OR DEFAULT ENTITLING
THE ORGANIZATION TO RESCIND OR BE DISCHARGED FROM THE
PROVISIONS OF THIS SUPPORT AND MAINTENANCE AGREEMENT,
THE ORGANIZATION’S EXCLUSIVE REMEDY, IN ADDITION TO
ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED
FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
AGREEMENT, SHALL BE PAYMENT BY HARRIS OF THE
ORGANIZATION’S DIRECT DAMAGES TO A MAXIMUM AMOUNT
EQUAL TO, AND HARRIS SHALL IN NO EVENT BE LIABLE IN
EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE
ORGANIZATION TO HARRIS UNDER THIS SUPPORT AND
MAINTENANCE AGREEMENT DURING THE THEN-CURRENT TERM
(NOT TO EXCEED 12 MONTHS) OF THE SUPPORT AND
MAINTENANCE AGREEMENT UP TO AND INCLUDING THE DATE OF
TERMINATION, EXCLUDING ANY DAMAGES ARISING FROM THE
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF
HARRIS.
(d) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
HARRIS BE LIABLE FOR, ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES EVEN IF HARRIS HAS BEEN ADVISED
OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, HARRIS SHALL NOT BE LIABLE
FOR LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO
REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR
ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM
WHATSOEVER AGAINST THE ORGANIZATION BY ANY OTHER
PARTY.
(e) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE OF
THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH
CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
19. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person’s affiliates and to its shareholders, directors, officers, employees and affiliates.
20. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Harris arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity.
21. This Agreement will be governed by the law of the state of California. In the event of a dispute over this agreement, exclusive venue shall be in the United States District Court for the Central District of California; provided, however, that if subject matter jurisdiction is improper in said federal court, it shall be had in the Superior Court of California, County of Los Angeles. The Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of California. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this Agreement.
22. This Support and Maintenance Agreement may not be assigned by the Organization unless, concurrently with any such assignment, the Organization assigns its rights under, and complies with the provisions of the relevant license agreement.
23. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and inure to the benefit of the successors and permitted assigns of the parties.
24. The invalidity or unenforceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect.
25. This Support and Maintenance Agreement may be executed in counterparts (whether by facsimile signature or in PDF format via e-mail or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.
26. This Support and Maintenance Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof (this Support and Maintenance Agreement) and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of July 1, 2026.
N. HARRIS COMPUTER CORPORATION
Per:
Name:
Title:
THE CITY OF VERNON, CALIFORNIA
Per:
Name:
Title:
Per:
Name:
Title
ATTEST:
Genove Rocha, City Clerk
APPROVED AS TO FORM:
Zaynah, Moussa-Milward, City Attorney
Exhibit 1
Annual Support and Maintenance Fee
Payment Schedule
July 1, 2026 – June 30, 2027
• CIS Infinity Support and Maintenance – annual fee………….$68,670.02 • REST API Support and Maintenance – annual fee…….…….$15,450.00 (includes SOAP API Support and Maintenance)
This pricing will remain in effect for the term indicated provided no additional licenses are added and no additional products or services are purchased. Should any additional licenses or products/services be acquired, the annual support and maintenance fees will be adjusted accordingly.
Exhibit 2
Standard Support and Maintenance Services – Standard Guidelines The purpose of this Exhibit 2 is to provide the Organization with information on our standard coverage, the services included as part of annual software support, an overview of how support requests are classified and prioritized, an outline of our escalation procedures, and other important support‑related details.
Harris reserves the right to make modifications to this document as required; provided, however, Harris shall not reduce the scope of support provided hereunder without the prior consent of the Organization.
The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support
• Software for Life
• Guaranteed Support on your existing applications for life • Scheduled assistance for installations, updates and other special projects (there may be charges depending on the scope of work)
• Technical troubleshooting and issue resolution
• Ticket Notification via email
• eSupport access 24 x 7 with the following on-line benefits:
- Log and close calls
- View and update calls
- Update contact information
- Access published documentation
- Access available downloads
- Access Support knowledge base
- Participate in Discussion Forums
• Standard software releases and updates
- Defect corrections (as warranted)
- Standard planned enhancements
- State and/or Federal mandated changes (charges may exist depending on scope) - Participation in beta program
- Release notes
• Customer Care Program
- Quarterly Newsletter with support tips
- Periodic or scheduled informational webinars, as available - Communication on new products and services
- On-site visits (as required)
• Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance and travel expenses apply) • Ability to attend the regional user group meetings (attendance and travel expenses apply) Help Desk Hours
Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. After hours telephone support is available for any emergency issues. Weekend and holiday assistance is available and must be scheduled in advance and in most cases is billable.
Response Times
Response times may vary based on the priority and severity of each call. While we aim to address support requests in the order they are received, some calls may be prioritized or escalated based on the urgency and business impact of the issue reported.
To ensure timely and effective support, our response times are guided by the severity level assigned to the call, as outlined below.
Critical – System Down: 0 - 1 hour
High – Major Functionality Impaired/No Workaround: 1 – 4 hours Medium – Partial Functionality/Workaround Available: 1 - 8 hours Low – Minor or Informational: 1 - 24 hours
Call Severities
To ensure our support resources are allocated effectively and response times are aligned with business needs, incoming calls are categorized into four severity levels: Critical, High, Medium, and Low. Severity is used to determine our initial response time and level of engagement, based on the urgency and impact of the reported issue. While all requests are important, higher‑severity calls may be prioritized to address issues that require more immediate attention. The criteria used to establish response time guidelines for each severity level are outlined below:
Critical – System Down
• System Down (Software Application, Hardware, Operating System, Database) High – Major Functionality Impaired/No Workaround
• Inability to process bills
• Program errors without workarounds
• Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Medium – Partial Functionality/Workaround Available
• System errors that have workarounds
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the printer itself) • Security issues
• Hand-held issues not preventing billing
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Low – Minor or Informational
• Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds
• Recommendations for enhancements on system changes
• Questions on documentation
Call Priorities
Priority levels are used to communicate the business urgency and impact of an issue from the Organization’s perspective. This classification is subjective and helps us understand how the issue affects your operations, objectives, or ability to deliver outcomes. By setting a Priority, you are indicating how urgently your business requires attention, rather than the technical severity of the issue.
Priority 1 – Critical Business Impact: The issue prevents your team from performing essential business functions or causes a complete disruption to critical operations, requiring immediate resolution.
Priority 2 – Significant Business Impact: The issue noticeably affects business operations or productivity, however, core functions can continue in a limited capacity, or temporary workarounds are available.
Priority 3 – Standard / Minor Business Impact: The issue impacts efficiency but does not significantly disrupt operations, and your team can continue to work with available workarounds.
Priority 4 – Informational / No Business Impact: A non‑urgent request for information, guidance, or general questions that do not impact business operations.
Requesting Technical Assistance
All issues or questions reported to support are tracked via the ticket website, our technical analysts cannot provide further assistance unless a ticket is logged. Our current process for submitting the request is through our ticket website or you may call our support phone numbers:
• Your request must include, at a minimum: your organization name, primary contact, software product and version, applicable module and/or menu selection, the nature of the issue, a detailed description of your question or concern, relevant screenshots or videos to help illustrate the issue, and any additional information you believe may be helpful. • Our ticket website or one of our technical analysts will provide you with a Ticket Number to track your issue and your request will be logged into our support tracking database. • Your request will be stored in a queue and the first available technical analyst will be assigned to deal with your issue.
• As the technical analyst assigned to your request investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned technical analyst to supply the information required. • Automated reminder notifications may be sent when input is required from your team or when a proposed resolution is ready to be verified or tested, to help ensure the request can be resolved in a timely manner.
• All correspondence and actions associated with your request will be tracked against in our ticket database. At any time, if available to you, you may log onto our website to see the status of your ticket.
• Once the issue has been resolved and the ticket is closed, you will receive an automated email notification confirming the closure. This message will include the full history of the request, from initial submission through resolution. Where access is available, you may also view both open and closed tickets at any time via our support ticket website. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our internal development tracking database to track the progress of the issue. The ticket will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue.
• Contact the Customer Success department at your convenience for a status update on your development issues, or log onto our website (if available to you) to view your issues online.
Escalation Process
Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the Customer Success department as follows:
Level 1: Contact the Technical Analyst working on your issue (call/update the ticket) Level 2: Contact the Team Lead or Manager
Level 3: Contact the Director, Senior Director, Vice President of Customer Success or Senior Vice President
Level 4: Contact the Executive Vice President
Holiday Schedule
Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below.
New Year's Day (January 1)
Family Day (3rd Monday in February; usually coincides with President’s Day) Good Friday
Victoria Day (May, Monday preceding May 25th)
Canada Day (July 1)
Civic Holiday (August, first Monday)
Labour Day (same for USA and Canada)
Thanksgiving (Canada – 2nd Monday in October)
Christmas Eve (Early Closure)
Christmas Day (Dec 25)
Boxing Day (Dec 26)
New Year’s Eve (Early Closure)
Billable Requests/Services (Statement of Work)
The services listed below are examples that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training
• Forms major redesign or creation (includes Bill Prints, Notice Prints and Letters) • Setup and changes to interfaces or creation of new interface • File imports/exports
• Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs and optimization
• Installations / re-installations (workstations, servers) Our Customer Success team will further evaluate the request if it’s out of scope and therefore we will advise if the request requires a Statement of Work.
Test Databases and Environments
We support customers in the maintenance of independent test environments for testing purposes.
This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment.
Connection Methods
To ensure we can effectively support our Customers, we require that a communication link is established and maintained between our two sites. It is the Organization’s responsibility to ensure the connection is valid at your location so that we can connect to your site and resolve any issues. Our supported methods of connection are: Direct internet, Virtual Private Network (VPN), Remote Access Server (RAS), and Terminal Services (a backup connection may be required for file transfers) however; Harris will work with the Organization to establish a mutually agreeable remote connection policy.