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INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: N-2022-126 MAY 10 2022 PRIMEGOV SERVICE AGREEMENT ("Agreement") j0.Gc CCC ioltq) Pr THIS AGREEMENT is made on the 4th day of May 2022 BETWEEN 1. PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 4250 Drinkwater Blvd. Suite 300 Scottsdale, AZ 85251(the "Supplier"); and z. 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 Supplierto Customerfor 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 Customerwishes 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 "Business Day" accessing and using the Service. 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 Service.