PRIME GOVERNMENT SOLUTIONS, INC.

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INSURANCE NUT ON FILE CD " NOT ,URK MAY PROCEED ca CLERK OF COUNCIL A-2021-079 s DATE: '3 PRIMEGOV SERVICE AGREEMENT ("Agreement") Cy (bTc (o) (baisy (iow*7) Lb THIS AGREEMENT is made on the 1st day of June 2021 BETWEEN 1. PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 3429 Derry Street, Harrisburg, PA 17111 (the "Supplier"); and 2. City of Santa Ana, whose registered office is at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92701 (the "Customer") (and at times referred to in this Agreement as a "party" or "parties') BACKGROUND A. The Supplier has developed and owns the Service (as defined in clause 1) and has granted to the Customer a non-exclusive license to use such Service solely for Customer's internal operations and in accordance with the terms and conditions of this Agreement. The terms of this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service. Supplier may update the functionality of or make modifications to the Service and user interface of the Service from time to time in its sole discretion and shall not be liable to Customer or to any third party for any modification of the Service. Supplier will use commercially reasonable efforts to notify Customer of any material modifications. B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out in Schedule 1 of this Agreement ("Support Services'). OPERATIVE PROVISIONS 1 DEFINITIONS In this Agreement the following expressions will have the following meanings unless inconsistent with the context: "Affiliate" means any company or non -corporate entity that controls, is controlled by, or is under common control with a party. An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50 per cent. of the voting rights of the other company or entity "Application Password" means any encryption keys, certificates, passwords, access codes, user IDs or other login information provided to or used by Customer for the purpose of accessing and using the Service. "Business Day" a day that is not a Saturday, Sunday, or public holiday. "Client Environment" means the Customer hardware and software system containing the minimum specification, which the Customer, as advised by Supplier, is required to have to enable the Customer to connect with the PRIMEGOV Cloud Environment as defined in Schedule 2, part C. "Customer Data" means data, information or material provided or submitted by Customer or any User to the Supplier in the course of utilizing the Service.