Item 09 - Agreement for Business License Tax and Fee Software Services

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Docusign Envelope ID: 69F3BA28-FBFA-4209-91 BO-400342F73326 EXHIBIT A SCOPE OF WORK LOCAL TAX SOFTWARE SOLUTION This Agreement sets forth the terms and conditions under which Hinderliter, de Llamas & Associates dba HdL (hereinafter referred to as "Consultant") agrees to license to the City of Santa Ana certain hosted business license tax software and provide all other services necessary for productive use of such software including customization / integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, offsite or onsite training, backup and recovery, and change management (collectively, the "Services") as further set forth and described in this Exhibit. 1. Services 1.1. Authorized Users — Consultant grants City a renewable, irrevocable, nonexclusive, royalty -free, and worldwide right and license for any City employee, contractor, or agent, or any other individual or entity authorized by City, (each, an "Authorized User") to access and use the Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services. 1.2. Acknowledgement of License Grant —For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of a license to City to use intellectual property in software form, by Consultant. 1.3. Changes in Number of Authorized Users — City is entitled to increase or decrease the initial number of Authorized Users ("Minimum Commitment"), on an as -requested basis; provided, however, that City shall maintain the Minimum Commitment of ten (10) users unless the parties otherwise agree to adjust the Minimum Commitment. Should City elect to change the number of Authorized Users, Consultant shall reduce or increase Authorized Users specified in this Exhibit and adjust the prospective Services Fees accordingly no later than five (5) business days from City's written request. 1.4. Control and Location of Services — The method and means of providing the Services shall be under the exclusive control, management, and supervision of Consultant, giving due consideration to the requests of City. Cloud based storage shall be used for the purposes of this Agreement. All permitted cloud storage shall comply with ISO/IEC 27001 - 27799 as applicable, or successor standards thereto. Except as otherwise expressly set forth in this Exhibit, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to City annually and within thirty (30) days of the effective date of this Agreement. 1.4. 1. Subcontractors — Consultant shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without City's prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Consultant's use of subcontractors shall not relieve Consultant of any of its duties or obligations under this Agreement. 1.5. Changes in Functionality — During the term of this Agreement, Consultant shall not reduce or eliminate functionality in the Services. Where Consultant has reduced or 1211802.2 Page 11 of 20