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Item 20 - Agreement with 3Di, Inc. for the Rent Stabilization
Community Development Agency www.santa-ana.org/community-development Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Agreement with 3Di, Inc. for the Rent Stabilization and Just Cause Eviction Ordinance Rental Registry Portal AGENDA TITLE: Approve Agreement with 3Di, Inc. for the Rent Stabilization and Just Cause Eviction Ordinance Rental Registry Portal (Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with 3Di, Inc. to implement, operate, and maintain a rental registry portal for the Rent Stabilization and Just Cause Eviction Ordinance, for a three-year term beginning on February 7, 2023 through January 31, 2026, in an amount not to exceed $305,895, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 18, 2022, the City Council adopted the Rent Stabilization and Just Cause Eviction Ordinance (“Ordinance”). The Ordinance includes a rental registry which is a portal where landlords register their rental units, update rental unit information, update tenancy information, submit notices, and pay the rental registry fee. Per the Ordinance, effective July 1, 2023, the City shall create a rental registry and all landlords with rental units in the City shall complete and submit registration forms for each of their rental units. The rental registry is one of the core functional components of the Ordinance to support landlords and tenants in the City. To fulfill this statutory requirement, on November 18, 2022, staff issued a Request for Proposals (RFP # 22-156) seeking proposals from qualified firms to implement, operate, and maintain a rental registry portal for the City’s Ordinance. The RFP was posted on the City’s website and the City's Planet Bids portal. Letters announcing the RFP were sent by e-mail to individuals and firms who had previously requested to be informed of such opportunities as well as other firms that staff identified through research. The City received two proposals before the submission deadline which, following a minimum threshold review by staff, met the minimum requirements of the RFP. For evaluation purposes, staff formed a Review Panel consisting of two staff from the Community Development Agency and two staff from RSG, Inc., who the City contracts with to assist in the administration of the Ordinance. The Review Panel met on December 8, 2022 to review the proposals. Each proposal was evaluated by the Rental Registry Portal for the Rent Stabilization and Just Cause Eviction Ordinance February 7, 2023 Page 2 3 2 2 4 Review Panel based upon the evaluation criteria in the RFP. The following table summarizes the results of the evaluation by the Review Panel, providing the average score and ranking for each proposal: Rank Proposal Submitted By Average Score* 1 3Di, Inc.89 2 Citizenserve 68 * Maximum score is 100 points The highest scoring proposal was from 3Di, Inc. Following this competitive procurement process, staff recommends approving an Agreement with 3Di, Inc. to best serve the needs of the City to implement, operate, and maintain a rental registry portal for the City’s Ordinance. 3Di, Inc. brings over 20 years of experience delivering comprehensive, fully integrated solutions for affordable housing, accessible housing, and tenant protections. 3Di has successfully implemented a rental registry in multiple other jurisdictions with rent stabilization ordinances, including Los Angeles County, Los Angeles City, Beverly Hills, Inglewood, Berkeley, Alameda City, Mountain View, and San Francisco. 3Di was recommended by these other cities with rent stabilization ordinances. Based on their experience working with other cities with rent stabilization, 3Di, Inc. will implement a rental registry that supports an accurate rental unit inventory, enforces livability standards, ensures evictions happen for just causes, and provides key data needed to understand and stabilize the rent burdens within the City. The proposed Agreement with 3Di, Inc. to implement, operate, and maintain a rental registry portal for the Ordinance will not exceed $305,895 over a three-year period (Exhibit 1). The Agreement includes a one-time implementation fee of $60,000 followed by annual subscription fees for year 1, 2, and 3. Implementation of the rental registry portal will require at least five months of work prior to the July 1, 2023 deadline. Prior to finalizing the Agreement, staff in the Community Development Agency coordinated with the Finance and Management Services Agency and Information Technology (IT) to ensure the rental registry portal will be implemented seamlessly with the City’s existing payment processing system and IT services. With approval from the City Council, staff will execute the proposed Agreement with 3Di, Inc. in order to successfully launch a rental registry on July 1, 2023, in compliance with the Ordinance. Regarding the funding to pay for the rental registry portal, the Ordinance and rental registry portal will be permanently funded from rental registry fees paid by property owners. To begin the process to determine these fees, on November 18, 2022, staff issued a second Request for Proposals (RFP #22-155) to conduct a comprehensive fee study to determine appropriate program fees that would recover all program costs associated with services provided under the Ordinance. Following this second procurement process, staff selected Revenue & Cost Specialists, LLC to conduct this fee study and entered into an Agreement for $34,300. Following the fee study, a rental registry fee will be recommended to the City Council for approval in the FY 23-24 Rental Registry Portal for the Rent Stabilization and Just Cause Eviction Ordinance February 7, 2023 Page 3 3 2 2 4 Miscellaneous Fee Schedule. In order to ensure staff have sufficient time to implement the rental registry that will be permanently funded from the rental registry fees, staff are seeking approval of the proposed Agreement with 3Di, Inc. such that work can begin on implementing the portal now. If the City Council does not approve the proposed Agreement with 3Di, Inc., staff will not be able to meet the July 1, 2023 statutory deadline for the creation of a rental registry in the Ordinance. FISCAL IMPACT When staff launches the rental registry and begins collecting rental registry fees on July 1, 2023, funds will accumulate in an account specific to the administration of the Ordinance. Since the rental registry portal must be created in order to begin the collection of fees, staff has submitted a Mid-Year Budget adjustment for $53,200 from the Inclusionary Housing Fund (41718820-62300 Contract Services) which will be utilized initially for this Agreement in the current fiscal year. Staff will explore reimbursement of the Inclusionary Housing Fund after rental registry fee revenue is accumulated. In future fiscal years, funding will be included in the proposed Rent Stabilization Program budget for City Council consideration. EXHIBIT 1. Agreement with 3Di, Inc. Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager 1 SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION INITIAL/RENEWAL AGREEMENT Contract Date: February 7, 2023 Subscription Renewal Date: February 7, 2023 Company: 3Di, Inc. 3 Pointe Drive, Suite 307 Brea, CA 92821 Company Contact: Don Christoff, Director don.christoff@3disystems.com 724.866.6646 Customer: City of Santa Ana – Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Customer Contact: Sara Court 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 terms 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 herein. Pricing details are located in Exhibit A. Implementation Fees: Customer will pay a one-time fee of $60,000 upon completion of the implementation. Final Statement of Work will be determined and agreed upon during the implementation Kick Off meetings. Implementation pricing details are located in Exhibit A. Number of Genie Hours support per month: 20 The Genie Hours support hours may not be carried over from one month to next. Initial Subscription Term: This Agreement’s Term is 3 years, beginning on February 7, 2023, and ending on January 31, 2026. Year unless this Agreement ends sooner according to the terms elsewhere in this document. Renewal Subscription Term: Upon expiration of the initial subscription term of this Agreement and subject to funding availability, Customer shall have the ability to renew the term of the Agreement on terms and conditions mutually agreed upon by Customer and 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, 3Di 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. EXHIBIT 1 2 SOFTWARE AS A SERVICE (SaaS) AGREEMENT This SaaS Agreement (“Agreement”) is entered into on this __7th_____ day of February 2023 (the “Effective Date”) between 3Di, Inc. (DBA 3Di Systems) with a place of business at 3 Pointe Drive, Suite 307, Brea, CA 92821 (“Company”), and the Customers listed above (“Customers”). This Agreement includes and incorporates the above Agreement Terms, as well as the attached Terms and Conditions and exhibits, and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. 3Di, Inc.: City of Santa Ana: By: By: Name: Name: Kristine Ridge Title: Title: City Manager Attest: _____________________________ Clerk of the Council Recommended for Approval: _____________________________ Michael Garcia Executive Director Community Development Agency Approved as to Form: SONIA R. CARVALHO City Attorney _____________________________ Jose Montoya Assistant City Attorney Mihir Desai C.O.O. & C.F.O. EXHIBIT 1 3 TERMS AND CONDITIONS 1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B and as further delineated in Company’s proposal to RFP No. 22-156 dated December 2, 2022 attached hereto as Exhibit C. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit D. 1.3 Company uses Amazon Web Services (AWS) as the default service provider for hosting software solutions. As such Company is subject to the terms of their services (available via the provided URLs) in Exhibit E. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non- transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. 2.4 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 2.5 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and No rights or licenses are granted except as expressly set forth herein. Except for Company’s Software and intellectual property, Customer shall own all data and other records and deliverables specific to Customer that are provided, created or maintained pursuant to this Agreement (“Customer Data”). Company shall take reasonable measures to protect, and prevent the loss of Customer Data within Company’s custody or control. 2.6 Customer acknowledges and agrees that the Company is not providing any consulting or advisory services to the Customer, legal or otherwise, in connection with the Services or Software or Application. 3. PAYMENT OF FEES 3.1 Customer will pay Company the then applicable fees described in the Agreement for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. The total amount to be expended during the term of this Agreement, including renewal periods, shall not exceed $305,895. EXHIBIT 1 4 3.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company forty-five (45) days after the mailing date. 4. TERM AND TERMINATION 4.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Agreement (the “Term”), unless either party requests in writing termination at least thirty (30) days prior to the end of the then- current term. 4.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon termination for any reason, Customer shall cease all use of the Software and Application and the Company will make all Customer Data available to Customer for electronic retrieval for a period of 120 days, but thereafter Company shall delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 5. CONFIDENTIAL INFORMATION 5.1 The Company and the Customer understand and agree that in the performance of this Agreement, each party may have access to or may be exposed to, directly or indirectly, proprietary or confidential information of the other party, including, but not limited to, trade secrets, Web site usage statistics, marketing and business plans, Customer Data and technical information (“Confidential Information”). 5.2 Each party agrees that it shall not, during the term of this Agreement and after its termination, use (except as expressly authorized by this Agreement) or disclose Confidential Information of the other party without the prior written consent of the other party, unless the receiving party can prove such Confidential Information (i) was known to the receiving party prior to the Effective Date of this Agreement, or (ii) is or becomes publicly available without breach of this Agreement, or (iii) becomes known to the receiving party after rightful disclosure from a third party not under an obligation of confidentiality; or (iv) was independently developed by the receiving party without the use of the disclosing party’s Confidential Information. The receiving party will have the right to disclose Confidential Information without being in breach of this Agreement to the minimum extent necessary to comply with a lawful court order or government regulation, provided that the receiving party provide the disclosing party with advance written notice thereof, and reasonably cooperates with the disclosing party to seek confidential or protective treatment of such Confidential Information. In addition, the receiving party agrees to take all reasonable measures to protect and maintain in confidence the Confidential Information received from the disclosing party. With respect to Confidential Information disclosed by a party under this Agreement, this Section 5 shall supersede any existing agreement relating to confidential treatment and/or nondisclosure of Confidential Information. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. 7. INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights EXHIBIT 1 5 hereunder and provide Customer a refund of any prepaid, unused fees for the Service. 8. INSURANCE Company, at their sole cost and expense, shall maintain coverage as set forth in Exhibit F.. This Agreement’s insurance provisions: (i) are separate and independent from the indemnification and defense provisions herein; and (ii) do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES, COMPANY AND CITY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S AND CITY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AMOUNTS SET FORTH IN THE INSURANCE REQUIREMENTS, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. FORCE MAJEURE The Company shall not be liable to the Customer or any other person or entity for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by such party due to disruption or unavailability of communication facilities, utility or Internet service provider failure, acts of war, acts of vandalism, terrorism, lightning, fire. 11. VERIFICATION AND AUDIT The Company may, at its expense, audit the Customer’s use of the Software and Application, provided that any such audit shall not interfere with the Customer’s business activities. The Company shall be permitted to conduct automated audits at its discretion, provided that such automated audits take place without accessing the Customer’s internal information technology networks and do not materially interfere with the Customer’s use of the Software and Application. If an audit reveals that the Customer has utilized more users than authorized or otherwise underpaid fees to the Company, the Customer shall pay the Company applicable fees based upon the agreed upon fee schedule. 12. INDEPENDENT CONTRACTOR The relationship of Parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to give either party the power to direct or control the activities of the other or constitute either party as the other’s partner, joint venture member, co-owner, agent, franchisee or employee. 13. COMMERCIAL ITEM This Section shall apply if the Customer is part of the United States government or is otherwise subject to regulations promulgated by the United States government for the procurement of goods and services. The Software and Application are both “commercial items” under FAR §2.101 and consist of “commercial computer software” and “commercial computer software documentation” under FAR §12.212 and DFARS §227- 7202. Any use, duplication, or disclosure of the Software or Application or associated documentation by the Customer is governed solely by the terms of this Agreement. Any technical data customarily provided with the Software or Application shall also be governed by the terms of this Agreement pursuant to FAR §12.211. Further, the parties acknowledge that all items or services ordered and delivered under this Agreement are commercial items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, the Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1) (OCT 2003). Further, in the event that the parties negotiate or agree upon a change in the price provided in this Agreement, or should the Company become entitled to an equitable adjustment in the price, the Company shall not be required to comply with the contract cost principles or cost accounting standards of the FAR. 14. BILLING The “Service Fees” are billed on an annual basis in advance; and, due upon receipt of invoice. This secures site, servers and resources necessary to begin project. The “Implementation Fees” are billed upon completion of the “Implementation Services” and the start of SaaS Subscription Services. All payments should be made directly to 3Di, Inc. and will not be deemed received until actually received in the Company’s offices. The Company’s mailing address for all payments is: 3Di, Inc. Attention: Accounts Receivable 3 Pointe Drive, Suite 307 Brea, CA 92821 15. MISCELLANEOUS This Agreement contains the entire agreement of the parties and supersedes (i) any and all previous or contemporaneous agreements with respect to the subject matter EXHIBIT 1 6 hereof, whether oral or written and (ii) the End User Agreement contained on the Software and Application. In addition, any purchase orders issued by any entity other than the Company shall be valid only for the purpose of identifying this contract for reference purposes only, and any terms included in such purchase orders are void and shall be of no effect. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by the Customer without the Company’s prior written consent, such consent not to be unreasonably withheld. The Company may assign, delegate and/or subcontract any or all of its rights or obligations hereunder. Any attempted assignment in violation of the foregoing shall be null and void. All notices and consents required or permitted to be given under this Agreement shall be in writing to the parties at the addresses designated herein or to such other address as either party may designate to the other by written notice and shall be effective upon receipt. Written notice shall be made in the form of a certified letter, confirmed facsimile transmission, or acknowledged receipt of electronic mail. Receipt shall be deemed to have occurred: five days following mailing of a certified letter; upon receipt of confirmation of fax; and upon receipt of confirmation of receipt of e-mail. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by the laws of the State of California, without reference to the conflicts of laws rules or any other rules that would result in the application of a different body of law. If any part of this Agreement shall be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found to be void or unenforceable. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shall only be applicable to the specific instance referenced in such writing. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one contract. Fax copies of signatures shall also be treated as originals for purposes of this Agreement. The Customer acknowledges and agrees that the Company retains the right at any time to change the features, functionality and look- and-feel of the Software and Application. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Any outstanding payment obligation of the Customer, the restrictions, and responsibilities provisions of Section 2, and all of Sections 5, 6, 7, 12 and 15, and any other term hereof which contemplates continuing effectiveness, shall survive the termination or expiration of this Agreement for any reason. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Company shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Company shall notify the Client immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. ACCEPTANCE IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date above. EXHIBIT 1 EXHIBIT A Proposal Pricing Year 1 Year 2 Year 3 Implementation Management $50,000 Requirements Analysis Design (includes UX/UI Design) Build, Configure & Integration System Testing Implementation/Deployment Training Post-Implementation stabilization GIS, ADFS Integration Total Software and Services Costs $50,000 Data Migration $0 Total Data Migration Costs $0 Software Integration $10,000 Total Integrations Costs $10,000 Subscription for Rent Registry $48,000 $50,400 $52,920 Subscription for Evictions $6,000 $6,300 $6,615 Subscription for Rent Stabilization $6,000 $6,300 $6,615 Subscription for Rental Inspections $6,000 $6,300 $6,615 120 additional Genie hours $12,000 $12,600 $13,230 Total SaaS Subscription Costs $78,000 $81,900 $85,995 TOTAL COSTS $138,000 $81,900 $85,995 EXHIBIT 1 Pricing Metrics Number of Rental Units per year Tier 1: 0-50,000 units/year Included in base pricing Tier 2:50,001-75,000 units/year Base+$6,000/year Tier 3: 75,001-100,000 units/year Base+$13,000/year Tier 4: over 100,000 units/year TBD Optional SaaS Services Enhanced backup or archive TBD (based on service and consumption level) Use of PaaS services such as Image Processing, ESRI GIS, Speech Processing, Machine Learning, AWS Connect, etc. TBD (based on service and consumption level) Number of Genie Support Hours 10 hours/month Base - $12,000/year 20 hours/month Included in base pricing 30 hours/month Base+$12,000/year 40 hours/month Base+$24,000/year More than 40 hours/month TBD EXHIBIT 1 Application Development & Systems Integration (if applicable) Standard implementation and integration with ESRI GIS, ADFS, Amazon Connect Included in base pricing Additional Custom Application Development (based on effort level estimated for each custom application) – following are indicative rates by function. Project Manager $150/hour Business Analyst $125/hour Technical Lead/Architect $105/hour Sr. Developer $85/hour Developer $75/hour QA Lead $75/hour QA Engineer $70/hour Pricing for other material costs Other (e.g. Travel, Per Diem, Materials) At cost or standard reimbursement rates EXHIBIT 1 Pricing Assumptions • 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. • Subscription service is for up to 50,000 of registered rental units. • 20 Genie hours per month are included. These do not accumulate from month to month. • Data migration is not included. • Integrations with 3rd party software, except for what is stated in Exhibit G, are not included. If other integrations are required, we will need to schedule a meeting with our delivery team to understand the scope in determining the level of effort and costs. • The customer will make available necessary resources for requirements gathering, testing, deployment, and training as required by the implementation plan. • 3Di’s Engage based solution will provide cloud-based data archival, depending on which option the customer decides to purchase. If the subscription is active, 3Di will continue the storage. The customer will be able to access the data in the system at any time. The customer will have the ability and right to download the data for other storage/usage options. • Any cost related to sending text message notifications is not included. EXHIBIT 1 EXHIBIT B 3Di Inc. Service Level Terms The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. EXHIBIT 1 EXHIBIT C 3Di Response to Request for Proposal No. 22-156, Rent Stabilization and Just Cause Eviction Rental Registry Portal EXHIBIT 1 Copyright © 2022, 3Di 3Di’s response to the City of Santa Ana Request for Proposal No. 22-156 Rent Stabilization and Just Cause Eviction Rental Registry Portal Submitted by: 3Di, Inc. December 2, 2022 Mihir Desai, COO & CFO 3 Pointe Drive, Suite 307, Brea, CA 92821 Office: +1-714-257-1100 Fax: +1-714-257-1386 mihir.desai@3disystems.com EXHIBIT 1 a. Services Provided 3Di Engage for Housing is a comprehensive platform for managing rental and affordable housing programs, including rent stabilization and just-cause eviction. We propose to implement 3Di Engage for Housing for the City of Santa Ana and provide ongoing maintenance, operation, and support for our solution. In the following table, we demonstrate that we understand and can deliver the entire scope of services required for this project as listed in Exhibit I – Scope of Services. I GENERAL REQUIREMENTS A. Consultant shall implement, operate, and maintain a rental registry portal that supports the City’s Rent Stabilization and Just Cause Eviction Ordinance. Specifically, the City is seeking a database or portal where landlords register rental units, update rental unit information, update tenancy information, submit notices, and pay the City’s rental registry fee. Supported Complete implementation, deployment and on ongoing supported is included in the scope of the project. B. The rental registry portal must completely and accurately provide the following information from the Landlord for each of their rental units: 1 Address of each Rental Unit including identifying number or letter; Supported 2 Number of bedrooms and bathrooms in the Rental Unit; Supported 3 Name, current address, and contact information of current Owners, authorized Supported 4 representatives and property managers; Supported EXHIBIT 1 5 Date of assumption of ownership by current Owners; Supported 6 Current Rent; Supported 7 Date and amount of last Rent Increase; and Supported 8 Move-in date of current Tenant(s). Supported C. The Board and/or Program Administrator may adopt policies and procedures that require additional information to be collected and recorded in the rental registry portal. Supported We understand that the program requirements, policies, and procedures change from time to time. Our configuration technology allows adaption of the system to ongoing changes. Our flexible Genie support can accommodate most changes. D. Any notices or documents required to be provided from a landlord to a tenant by the Ordinance or any other applicable federal, state, or local law, including, but not limited to, notice of rent increase, and notice of eviction, must be provided to the City through the rental registry portal. Supported 3Di Engage provides extensive document management functions. E. The rental registry portal must be fully operational effective by no later than July 1, 2023. On that date, a landlord must be able to file an initial registration form with the City for each rental unit that is subject to the provisions of the Ordinance. Supported Based on our experience and capabilities of our software, we are confident that if the project can be initiated in time (beginning of January 2023), we can implement the system, provide the necessary training to the city staff, and go live before July 1, 2023. EXHIBIT 1 F. Any landlord that is claiming any exemption from the Ordinance must be able to file a claim of exemption with the City through the rental registry portal. The claim must be accompanied by supporting documentation, a written declaration stating the facts which support the claim of exemption from the provisions of the Ordinance. The rental registry portal must allow for uploading of such documentation by end-users. Supported 3Di Engage for Housing support various exemption models. G. Consultant shall be responsible for providing a cost-effective and fully integrated property and rent tracking system (“System”) that can be utilized as one comprehensive tool by the City’s Community Development Agency staff to manage all its business functions related to the Ordinance. The System shall allow City staff to track and manage properties and their associated rent and tenancy information. The System shall be fully integrated to provide a consolidated system with billing, document management, user management, and automated business process workflow capabilities. The System shall be configurable and expandable in order to support changes to business processes and data being collected and tracked. Supported 3Di Engage for Housing is a comprehensive system for managing housing programs including rent stabilization and just-cause eviction management. It is a highly integrated system that includes all of the functions needed for managing such programs such as document management, workflow management, billing and payments, notifications, and alerts, reporting and analytics, and user management. 3Di Engage for Housing is a highly configurable system that can be easily and quickly adapted to the changing needs of the community development department. It is also easy to add new programs. II. SYSTEM CAPABILITIES A. User and Access Management – The System shall allow staff to create and manage users. Additionally, the System shall allow staff to control access to data and features based on user type and role. Supported 3Di Engage is a role-based system that supports user management with access control. EXHIBIT 1 B. Business Process Management & Electronic Forms – The System shall allow staff to create workflows for the different agency business processes, including registration, waivers, hearings, mediation, and evictions. Supported One of the most important features of 3Di Engage for Housing is case management which includes digital forms, workflows, notifications, integrations, reporting, etc. This allows agencies to digitally transform virtual any business process C. On-site and Online Payment Collection – The System shall allow for collecting annual fees and integration with standard City of Santa Ana fee collection methods and software. Staff will be able to reconcile payments as needed. Supported 3Di Engage for Housing includes fee engine for configuration of complex fee rules, payment integration with various payment modalities including in-person, by mail and online payments. The payment system is integrated with reporting and analytics to allows the agency staff to manage all financial aspects of the programs. D. Document Management – The System shall allow both internal and external users to upload documents for the unit, property, and user in the System. The System shall integrate with a document management system that can track document versions, document history, and allow metadata management, search, and collaboration. Supported 3Di Engage for housing includes a document management system that allows all typical document management functions including search. Documents may be associated with cases, shared, uploaded, downloaded, and viewed by role. E. Search – The System shall allow staff to easily and quickly look up information. Users shall be able to search for property information by address, APN, and owner name. Users shall be able to search for owner contact information. Supported 3Di Engage for Housing supports search by Case, Tenant, Owner, Status of Cases, Property information etc. EXHIBIT 1 F. Dashboard and Reporting – The System shall have a built-in dashboard and reports to inform staff about the current operational state and key performance indicators (KPIs). Supported 3Di Engage has extensive reporting and analytics capabilities including real-time, role-based, shareable dashboards, ad hoc reports, scheduled reports, and fixed reports. G. Web-based & Mobile-responsive – The System shall be web-based and mobile responsive and shall function on all major smartphones and tablets. Supported 3Di Engage is a cloud-based SaaS solution that is accessed using web browser. The system supports all popular browsers on desktop and mobile devices. Most screens can be viewed on Mobile browsers. H. ADA & Section 508 Compliance – All user interfaces shall be at minimum WCAG 2.0 compliant. Supported 3Di Engage is fully WCAG 2.0 compliant. During testing and validation of the system we test all screens for ADA compliance. I. Cloud-Hosted – The System shall be hosted in cloud using either PaaS, IaaS, or SaaS type cloud services. Supported 3Di Engage is SaaS solution hosted on AWS Cloud. J. Public Portal – The System shall provide an online portal for external users. In addition, the portal can be used by landlords and property managers to view and update information about their rental units, submit vacancy registration forms, update unit status and tenancy information, file for exemptions, and submit mediation requests and petitions. The portal shall allow external users to view unit details within each property, outstanding registration fees and penalties, and their current maximum allowable rent. Using the portal, users shall be able to pay the annual fee and any outstanding fees and penalties. Supported 3Di Engage for Housing has a comprehensive universal portal with Content Management System (CMS). The CMS allows configuration of the portal to be a full-featured website tailored to agency branding and functional needs. The portal provides role- based access to the general public, tenants, property owners, and agency staff. The portal allows each stakeholder to conduct all relevant functions. Agency can have unlimited roles for their staff such as Director, Program Manager, Customer Service Representative, Analyst, etc. EXHIBIT 1 III. PROJECT MANAGEMENT AND IMPLEMENTATION A. Project Management 1 Lead project management from planning and configuration through the launch of the system. Supported 3Di has developed a highly effective 4 phase project implementation methodology (described in another section below). 3Di shall be responsible for managing the project and guiding the community development team through the implementation and transition to ongoing support. 2 Coordinate with staff on deliverables and deadlines. Supported The project team consist of Program Manager, Implementation Lead, Implementation support, and the account executive. Our team follows a proven methodology that includes developing and following a project plan that includes deadlines, deliverables, and resource allocations. B. System Implementation 1 Develop and configure the System collaboratively with City of Santa Ana staff utilizing a phased approach. Yes 3Di will work in partnership with the City of Santa Ana staff to implement the 3Di Engage for Housing system. 3Di will draw upon the experience of having implemented similar project for other customer for best practices while being mindful of the specific needs and unique needs of the City of Santa Ana. 3Di has developed a phased approach, described in the section below for implementing such steps. EXHIBIT 1 2 Complete all the work necessary to fully integrate, test, and verify that the System is fully functional by July 1, 2023. Yes Having implemented similar projects for other customers, we are confident that we will be able to successfully launch the system for the City of Santa Ana by July 1, 2023. C. Ongoing Maintenance, Operations, and Support 3Di has developed an innovative support program called Genie support. Genie support includes MOS (, also referred to as Maintenance, Operations, and Support) and is a comprehensive program that assures reliable system for the customers. Please see details of the Genie Support program below. 1 System software updates, bug fixes, and patches. Yes Please see details of the Genie Support program below 2 Monitor performance and problem resolution. Yes Please see details of the Genie Support below. 3 System recovery from errors and/or downtime. Yes Please see details of the Genie Support below. 4 Other technical support, as needed. Yes Please see details of the Genie Support below. D. Training 1 Provide all of the training necessary to operate, maintain, and support the System, including training materials and a training plan. Yes 3Di will provide training to the City staff to be able to effectively use the system. There are two types of training, namely, training for staff that will be using the system and training for the staff that will be administering the system (e.g., manager users, etc.). 3Di will EXHIBIT 1 provide both types of training to the City staff. 2 Create and execute the transition plan and prepare staff for handoff of program administration. Yes 3Di's phased approach that includes training and transition (hand-off) ensures a smooth transition for the City staff. Furthermore, the ongoing Genie Support can be used for any issues that may arise during or after the transition. 3 Create an Administration and Operations Manual for staff that shall contain a description of all the processes and procedures necessary to ensure continued administration of the System. Yes 3Di's implementation team will provide the City with a customized training manuals using screen shots and videos using the City of Santa Ana's own system. This way the manuals are specific to the configurations implemented for the City. 4 Assist in developing training materials for tenants and landlords, including recorded materials. Yes 3Di will provide full support to the city to develop a number of resources for the City's customer, namely the tenants and the landlords. This will include, a public facing website such as a tenant/landlord portal and online documentation, and FAQs. E Demonstration 1 Demonstrate the System capabilities to City Departments, the Rental Housing Board, and/or City Council as needed. Yes 3Di will provide full support whenever requested for system demonstration to the City Departments, the Rent Board, and the City Council. 3Di will EXHIBIT 1 prepare and provide all necessary presentation material. EXHIBIT 1 EXHIBIT D 3Di Inc. Support Terms Company will provide remote (via WebEx, email, and telephone as necessary) technical support for our services on a business day basis. Business day is defined as 8:00 AM through 5:00 PM Central Time zone, excluding federal holidays and weekends (“Support Hours”). Company will provide an online tool such as “Zoho” for issue management to support services covered in the scope for this agreement. Management and tracking of the issues will be done using this tool. Customer will report the issue via email, telephone or by logging the issue in the issue managements system. If the issue is logged via email or telephone, the Company shall enter the same into the issue management system. All the stakeholders who have access to the issue management system will be able to get status of the issues anytime. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. Company provides two types of support services: Maintenance, Operations, and Support (MOS) and “Genie Hours”. Maintenance, Operations, and Support (MOS) is defined as the following: 3Di’s Maintenance, Operations & Support (MOS) Program is a comprehensive support program that gives customers maximum flexibility and highest level of support for applications developed by 3Di. • Maintenance o System Software Updates, Bug Fixes, and Patches o Coordinate Release Management and Version Control with the customer o Routine system and application log maintenance to ensure system performance and problem resolution • Operation o Systems, application monitoring, and customer notification of errors, downtime, security breach, or issues that affect the System o System and application tuning for optimal performance o System Security Monitoring & Notification (Unauthorized use, intrusion or data compromise) o System Recovery from errors and/or downtime • Support o Support Request Management Phone Support: M-F (Except Holidays) 0800-1700 hours Email Support: 24 hours o Web/Mobile Accessible Service Ticket Status o Monthly Status Report for Maintenance, Operations and Support o SLA Based EXHIBIT 1 SUPPORT SLA Severity Impact Examples Max Response Time 1 – High Unable to perform core functionality in production system and no workarounds exist System unavailable; users unable to login 4 business hours 2- Medium Unable to perform core functionality in production system but workarounds available. Intakes working but integration with the other system down due to network issues. 12 business hours 3 - Low Unable to perform non- essential functionality in production system; maintenance tasks; enhancement requests Typographical errors, label changes, Screen Display issues, etc. 24 business hours 4 – Planned Modify and existing feature or add a new feature Make Changes to UI, Change Configuration for workflow, New report Depending on scope of work. With approval of the customer. “Genie Hours” Support is defined as the following: • Flexible Support (Genie Hours) including: o User Interface (UI) Changes o Technical support o Workflow Changes o Systems integration o Reports and Analytics support o System configuration changes (e.g. role management, identity management) • Genie Hours Support is limited to 10 Genie hours/month. • Genie hours may not be rolled over from month to month. EXHIBIT 1 EXHIBIT E Amazon Web Services Terms and Customer Agreement Amazon Web Services (AWS) Service Terms: https://aws.amazon.com/service-terms/ Amazon Web Services (AWS) Customer Agreement: https://aws.amazon.com/agreement/ EXHIBIT 1 EXHIBIT F Company shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1.Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2.Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Company has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4.Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. Technology Professional Liability Errors & Omissions Technology Professional Liability Errors and Omissions Insurance appropriate to the Company’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations EXHIBIT 1 as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows: a. The Policy shall include or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows: 1. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Vendor. 2. The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Vendor; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to Agency. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Vendor under this agreement. If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Customer. EXHIBIT 1 Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Customer, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Company’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please note, if there is an insured vs. insured exclusion on the vendor’s policy, carefully review with the vendor and their insurance carrier on whether being added as an additional insured onto the vendor’s policy removes your organization’s ability to file suit against the vendor and draw upon the policy should final adjudication in a lawsuit state that the vendor shall pay damages to your organization. Primary Coverage For any claims related to this contract, the Vendor’s insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Customer. Waiver of Subrogation Vendor hereby grants to Customer a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Customer by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the Customer. The Customer may require the Vendor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Customer. EXHIBIT 1 Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Customer. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Vendor shall furnish the Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Customer before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Customer is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. EXHIBIT 1 EXHIBIT G Integrations The following integrations with 3rd party software are within the scope of this implementation: • Payment Processing includes revenue reporting to the City’s ERP through iNovah integration. The City would like to ensure the ability to integrate with System Innovators’ iNovah, the City’s Enterprise Revenue Management system, to push revenue from the platform into iNovah so the same financial reports can be used throughout the City. • ESRI GIS ESRI GIS feature layer services for any or all of the following: o Address Validation o Any Boundary layers such as Rental District, Council District etc. o Any Polygon layers such as Parcels, Building Footprints etc. o Any point layers for City's assets such as Street Lights, Hydrants etc. All of these are optional and depend on the requirements from each agency. If the city wants to see Rent Registry data with any of such GIS information, the layer service is needed to make appropriate associations. EXHIBIT 1