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NSURANCE ON FILE WORK MAY PROCEED UNill INSURANCE EXPIRES 8 3 2023 FED 15 202? p-% O)A CV) We, C )(Au) A-2023-011 SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION INITIAL/RENEWAL AGREEMENT Contract Date: Subscription Renewal Date: February 7,2023 February 7, 2023 Company: Company Contact: 3Di, Inc. Don Christoff, Director 3 Pointe Drive, Suite 307 don.christoffna3disystems.com Brea, CA 92821 724.866.6646 Customer: City of Santa Ana— Community Development Agency Customer Contact: 20 Civic Center Plaza Sara Court Santa Ana, CA 92701 scourt@santa-ana.org 714-647-5375 Software as a Service Subscription Products: 3Di Engage Platform (the "Products(s)"). Implementation Services: Company will use commercially reasonable efforts to provide Customers the services as described in the Proposal, which is attached as Exhibit A. Customers shall pay Company the Implementation Fee in accordance with the terns herein Subscription Fees: Customer will pay $78,000 for year 1, $81,900 for year 2, and $85,995 for year 3, subject to the terms of Section 4 Initial Subscription Term: This Agreement's Term herein. Pricing details are located in Exhibit A. is 3 years, beginning on February 7, 2023, and ending on January 31, 2026. Year unless this Implementation Fees: Customer will pay a one-time fee of $60,000 Agreement ends sooner according to the terms upon completion of the implementation. Final Statement of Work will elsewhere in this document. be determined and agreed upon during the implementation Kick Off Renewal Subscription Term: Upon expiration of the meetings. Implementation pricing details are located in Exhibit A. initial subscription term of this Agreement and subject to funding availability, Customer shall have the ability Number of Genie Hours support per month: 20 to renew the term of the Agreement on terms and The Genie Hours support hours may not be carried over from one conditions mutually agreed upon by Customer and month to next. Company. Each renewal term shall be exercisable in writing by the City Manager and City Attorney. Subscription Service Capacity: Up to 50,000 rental units annually. Conditions: • Subscription costs are applicable from February 7, 2023. • Annual payments for subscription are preferred but monthly payments can be accommodated upon request. Subscriptions are billed at the time of contract execution. Implementation costs are billed upon completion of the implementation. • Customization beyond the 20 Genie Hours in any given monthly period will be charged on T&M basis. • Data migration and integration with other software solutions are included as specified. • If desired, customer will provide web services for integration of the city's Microsoft AD servers or ADFS to authenticate the city staff users. • The customer will provide access to the web services for connecting to their ESRI instance, if required. • The customer will make available necessary resources for requirements gathering, testing, deployment and training as required by the project plan. • 3Di's Engage solutions will provide cloud -based data archival, depending on which option that the customer decides to purchase. As long as the subscription is active, 313i will continue the storage. The customer will have anytime access to their data and they have the ability and right to download the data for other storage/usage options. • Any costs related to sending text message notifications are not included.