AMENDMENT 1 TO AGREEMENT (THE “AGREEMENT”),

EFFECTIVE MARCH 31, 2004,

BETWEEN THE COUNTY OF SAN MATEO AND
CA, INC. F/K/A COMPUTER ASSOCIATES INTERNATIONAL, INC. (CA)

THIS AMENDMENT TO THE AGREEMENT (collectively, this Amendment, the Agreement, the License Agreement, the Order Form and the Addendum to Order Form shall be referred to as the “License”), is entered into this 13th day of March, 2007, by and between the COUNTY OF SAN MATEO, hereinafter called "County” or “Licensee," and CA, Inc. F/K/A COMPUTER ASSOCIATES INTERNATIONAL, INC. , hereinafter called "Contractor" or “CA”;

W I T N E S S E T H:

WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, the parties entered into an Agreement for software licensure and support on the County’s mainframe effective March 31, 2004; and

WHEREAS, the parties wish to amend the Agreement 66551 to add $439,143 for continued software licensure and support; and extend the term to September 30, 2008.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

The following sentence is added at the end of Section 3 -- Payments of the Agreement:

“In no event shall the total fiscal obligation for software licensure and support under this Agreement exceed ONE MILLION ONE HUNDRED EIGHTY FIVE THOUSAND EIGHT HUNDRED SIXTY FIVE DOLLARS ($1,185,865) inclusive of applicable taxes.”

The second and third sentences of Section 3 – Payments of the Agreement shall be deleted in their entirety.

2.

Section 4 -- Term and Termination of the Agreement shall be deleted in its entirety and replaced with the following:

“4. Term and Termination

The term of this Agreement shall be from March 31, 2004 to September 30, 2008, unless extended in writing by mutual agreement of the parties.”

3.

This section 14 is added to the Addendum to Order Form to read as follows:

Contractor represents that it has rebranded the following products and such programs shall be referred to by the name set forth in the column below entitled “Rebranded Program Name” in Exhibit A-1 attached hereto.

Former Program Name

Rebranded Program Name

Advantage CA-Easytrieve Plus Report Generator

Unicenter CA-Easytrieve Plus Report Generator

Culprit

Advantage CA-Culprit for CA-IDMS

Advantage CA-Optimizer Runtime

Unicenter CA-Optimizer Runtime

Advantage CA-Intertest for CICS

AllFusion CA-Intertest for CICS

Advantage CA-Symdump Batch

AllFusion CA-Symdump Batch

4.

This section 15 is added to the Addendum to Order Form to read as follows:

AllFusion CA-Librarian TSO/ISPF Support is now included as part of AllFusion Librarian.

5.

Section 16 -- Compliance with Contractor Employee Jury Service Ordinance is added to the Agreement to read as follows:

“Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employees regular pay the fees received for jury service.”

6.

The License Fee, inclusive of usage and maintenance of the Licensed Programs specified in Exhibit A-1 attached hereto and Exhibit C attached to the Addendum to Order Form, beginning March 30, 2004 through the period expiring on September 30, 2008 (the “Extended Term”) is $1,095,486, exclusive of applicable taxes, payable as follows:

Amount Due Date Due

$181,586* March 31, 2004

$254,113* March 31, 2005

$254,113* March 31, 2006

$270,449** March 31, 2007

$135,225** March 31, 2008

The parties agree that the License Fee due hereunder shall not exceed $1,185,865, inclusive of applicable taxes. Notwithstanding the foregoing, in the event the applicable tax under this Agreement exceeds 8.25%, Licensee understands and agrees that it shall be liable for any applicable sales tax in accordance with the then current tax rate. The payments marked with a (*) have been paid pursuant to Section 2 of the Addendum to Order Form and the License. The payments marked with (**) shall be paid on the appropriate due dates set forth above.

Beginning September 30, 2008, continued usage of CA-DocView/Web, as set forth in Exhibit C, shall not require further payment; however, continued annual maintenance shall be subject to Licensee’s payment of CA’s then prevailing annual maintenance fee.

7.

Section 3 New Products on Addendum to Order Form is deleted in its entirety and replaced with the following:

New Products. In addition to and separate from unspecified upgrades and enhancements to be provided as maintenance under the Extended Term of this License (together with any extension(s) or renewal(s) thereof, the “Extended Term”), in the event CA develops a new release of a Licensed Program that it designates and makes generally available as a new product (typically containing new function in addition to or different from existing functionality, a “New Product”), then upon CA’s receipt of Licensee’s written request and without additional charge, such currently unspecified New Product shall be made available for use by the Licensee during the Extended Term, on the same basis as applies to such Licensed Program, even if CA then determines to charge a separate license fee for the New Product to CA’s other Licensees.

8.

Section 4 Authorized Use on the Addendum to Order Form is hereby deleted and replaced with the following:

“The Licensed Programs may be used only by and for the benefit, and to process exclusively the data, of Licensee at the Licensee Site, provided that the MIPS Capacity for the Licensed Programs set forth in Exhibit A-1 does not exceed 90 MIPS (the “Licensed MIPS Capacity”). Any increase in the Licensed MIPS Capacity shall be subject to paragraph 5 hereof. Licensee hereby represents that the Licensed Programs are now installed on an IBM 2086-130.”

9.

Licensee hereby acknowledges that the terms of the License, as amended hereby, are personal to Licensee and are highly confidential. Except to the extent as required by applicable law, Licensee shall not disclose any of such terms (including, without limitation, the terms relating to pricing and authorized use) to any person or entity other than Licensee's employees, auditors, and attorneys who have a need to know such information in connection with their performance of services for Licensee.

10.

This section 16 is hereby added to the Addendum to Order Form to read as follows:

In the event that Licensee at some point declines to renew usage and maintenance of the Licensed Programs set forth in Exhibit A-1 hereto or maintenance of the Distributed Licensed Program in Exhibit C attached to the Addendum to Order Form, reinstatement shall be subject to a charge equal to 100% of the then prevailing renewal fee, multiplied by the number of whole and partial years since such expiration.

11.

Exhibit A-1 -- Licensed Programs is added to this Agreement (attached)..

12.

This section 17 Future Product Discount is added to the Addendum to Order Form to read as follows:

At any time after the first anniversary of the effective date of this Order Form (the “Effective Date”) and prior to expiration of the term of the license granted hereby (the "Term"), Licensee may give CA written notice (the “Notice”) of its election to cancel this license with respect to any Licensed Program (the “Canceled Program”) as of an expiration date specified in the Notice (the “Cancellation Date”). 

In such event, (a) Licensee’s right to possess and use each Canceled Program shall terminate on the Cancellation Date, (b) Licensee shall immediately cease all use of the Canceled Program, promptly delete and either destroy or return to CA all copies of the Canceled Program, and certify to CA in writing as to such deletion and destruction or return; and (c) CA shall grant Licensee a discount equal to the aggregate of that portion of the installment(s) of the license fee respecting such Canceled Program due on the next anniversary of the Effective Date of this Order Form following CA's receipt of the Notice and on each subsequent anniversary thereof (the "Discount"). 

Subject to full payment of the license fee due hereunder, Licensee may apply the Discount toward satisfaction of up to fifty percent (50%) of the installments of CA's prevailing license fees for programs (exclusive of hardware) newly licensed after the date of the Notice. In no event will the newly licensed program have a term end date longer then the term of this agreement. The Discount may not be combined with any other discount or credit then available to Licensee; no portion of the Discount shall be reimbursable in cash; and no portion of the Discount shall survive expiration of the Term. Nothing herein shall affect Licensee’s obligation to pay the fees set forth herein.

13.

This Amendment Number One, together with the Agreement, the License Agreement, Order Form and Addendum to Order Form and all applicable exhibits to each of these documents, constitutes the entire agreement between CA and Licensee with respect to the License. No alteration or modification of this Amendment Number One will be valid unless made in writing and signed by the parties. Except as expressly provided herein, all other terms and conditions of the License effective March 31, 2004, between the County and Contractor shall remain in full force and effect.