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Exhibit C — Professional Services <br />This Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") <br />between InfoSend, Inc. ("InfoSend") and City of Santa Ana ("Client"). This Exhibit C provides InfoSend's Professional Services Fees <br />which InfoSend shall bill to Client in exchange for Professional Services. To the extent that any term is not expressly defined herein, <br />it shall have the meaning set forth in the Agreement. <br />Section 1. Price Escalations to InfoSend Professional Services Fees <br />InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing <br />these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary <br />of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An <br />amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the <br />Agreement have changed. <br />Section 2. Definition of Professional Services <br />InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services <br />defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete. <br />Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes <br />changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming. <br />Examples of InfoSend Professional Services: <br />• Project requirements gathering and analysis hours <br />• Project management and/or consulting hours <br />• Software development and system configuration hours related to the processing of Client's data <br />• Software development and system configuration hours related to document design, web portal setup, business rule <br />configuration, or any other applicable technical services <br />• Application testing and deployment hours <br />Section 3. Professional Services Fee and Process for Approval and Payment of Fee <br />The current Professional Services Fee is $175.00 per hour. In the event that a project will incur billable Professional Services hours, <br />Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants <br />InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can <br />include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply and <br />the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services can <br />be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work. <br />Any project that will take more than five (5) hours of Professional Services work will require both parties to execute a formal Statement <br />of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods: <br />• Fixed Quote — a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands <br />and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to the <br />project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized will <br />require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario arises <br />and will be given an option to keep the original project specifications to keep the fixed quote in place. <br />• Time and Materials Quote — should it not be possible to provide a fixed quote due to the nature of a Client's requested project, <br />then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and Materials <br />basis. The Statement of Work will include the terms and conditions for these project types and Client will be invoiced weekly <br />for the hours spent on the project. <br />Section 4. Initial Setup Cost: InfoSend Primary Services <br />The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided <br />using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project -specific <br />terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and <br />data types. <br />InfoSend Exhibits to MSA <br />Rev. 01.28.2021 <br />