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Item 23 - City-wide Cashiering Software and Hardware Upgrades
Finance and Management Services www.santa-ana.org/finance Item # 23 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: City-wide Cashiering Software and Hardware Upgrades including accompanying Support & Maintenance Services AGENDA TITLE: Approve a Master Renewal Agreement with System Innovators for Citywide Europay, MasterCard, and Visa (“EMV”) Chip & PIN Credit Card Hardware Purchases and Payment Card Industry Data Security Standard (“PCI DSS”) Cashiering Software System Upgrades to the City’s existing “iNovah” Centralized Cashiering System, in an Amount not to Exceed $765,032 and Approve a Corresponding Support and Maintenance Agreement for the City’s Upgraded Cashiering system, Including Ongoing Professional Software and Hardware services in an Amount not to Exceed $592,946 (General and Non-General Fund) RECOMMENDED ACTION 1.Authorize the City Manager to execute a master renewal agreement with System Innovators, a division of N. Harris Computer Corporation, for a comprehensive upgrade of iNovah, the City’s revenue management and cashiering software system, necessary for EMV Chip & PIN credit card transactions and PCI DSS compliance. The master renewal agreement would include related payment terminal hardware purchases and a software system upgrade, plus contingent options for software integrations with PRCSA’s Centaman Zoo Ticketing System, CivicRec Reservation System and, plus PBA’s Clariti Land Management System, and CDA-Housing’s Rental Registry Fee Program System, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $765,032, which includes a contingency of $562,262 for the life of the agreement subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a corresponding Support and Maintenance Agreement with System Innovators, a division of N. Harris Computer Corporation, for on-going software and hardware support and maintenance of the upgraded iNovah cashiering system, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $592,946, Renewal Agreement with System Innovators February 7, 2023 Page 2 3 2 2 9 which includes a contingency of $77,341 for the life of the agreement subject to non- substantive changes approved by the City Manager and City Attorney. DISCUSSION The following City agencies utilize N. Harris Computer Corporation, System Innovators, iNovah cashiering software and hardware to process the receipt of City revenues: Finance & Management Services Agency, Parks, Recreation & Community Services Agency, and the Santa Ana Police Department. Specifically, this includes payments for Municipal Utility Services (“MUS”) bills, Business License Tax, Hotel Visitors’ Tax, Utility Users’ Tax, Parking Citations, and all other payments processed throughout City facilities. To improve the security of in-person payment transactions for Santa Ana residents and to minimize the risk of a credit card information data breach, staff recommends a City-wide upgrade to the iNovah software system and payment terminal hardware which would support EMV Chip & PIN contactless payment terminals and PCI DSS compliance in order to protect credit card payment data. The distinguishing feature of EMV Chip & PIN payment transactions is that the payment information is resident in a secure chip that is embedded in a plastic payment card (often referred to as chip card or smart card). The secure chip provides three key elements: •It can perform payment processing functions; •It is able to store confidential information very securely; and •It can perform cryptographic payment processing. These capabilities provide the means for secure in-person payments. Moreover, PCI DSS is a written standard, created by the major credit card brands and maintained by the Payment Card Industry Security Standards Council. PCI DSS compliance contains technical requirements that protect and secure payment card data during processing, handling, storage, and transmission. The iNovah cashiering software system is fully integrated into all City payment systems, including but not limited to, enQuesta, the City’s water utility billing system. Beginning in Fiscal Year 2019-20, the Finance & Management Services Agency (“FMSA”), Public Works Agency (“PWA”), and Information Technology Department (“IT”) undertook development of a program for the implementation of Advanced Metering Infrastructure (“AMI”) to provide modern smart metering services to the City’s water utility operation and for MUS customers to which iNovah’s services are tied into. In March 2020, the FMSA Treasury & Customer Service Division (“Treasury”) began an upgrade to the City’s existing water, sewer, sanitation, and refuse customer information service/utility billing system, enQuesta, to ensure the City is keeping up with best practices as they relate to utility customer service, billing technology, and to ensure compatibility with the City’s AMI program systems. The AMI program is dependent on expanded use of the City’s upgraded MUS enQuesta system with which System Innovators’ iNovah cashiering software services are Renewal Agreement with System Innovators February 7, 2023 Page 3 3 2 2 9 integrated. iNovah services directly support and are bilaterally integrated with the MUS enQuesta upgrade. Also, the City’s existing iNovah software system is currently integrated with multiple City agencies and their customer information software systems. Inclusively, the iNovah revenue management and cashiering software system is also scheduled to be integrated into the City’s new Land Management System, the Zoo’s new reservation and ticketing system, the parks and recreation reservation system, the new business license software/platform system, and the new Rental Registry Fee software system. The cost to implement an equivalent City-wide cashiering software service provider is unknown, but would require new software and substantial additional integration expenses to the City as iNovah is fully integrated into all Treasury programs that require revenue processing services. Staff expects a competitive process leading to a new software system would have cost much more due to the conversion of so many integrated systems. System Innovators provides excellent support and maintenance services. Therefore, staff recommends the approval of a both a master renewal agreement and corresponding support and maintenance agreement with System Innovators, to ensure annual software support for the City’s cashiering system and hardware maintenance for cash drawers, receipt printers, and other associated equipment; System Innovators’ software support and maintenance services includes the right to receive the most recent iNovah version software releases and technical support services. Along with the approval of the renewal agreement, a City-wide upgrade to iNovah software and payment hardware to EMV Chip & PIN contactless payment terminals and PCI DSS compliance will be implemented. By doing so, Treasury will harmonize this agreement with other critical payment processing agreements, as well as enQuesta/AMI integrated agreements. Included among the other critical payment processing agreements are the City’s walk-in cashiering station merchant processing services, online cloud-based electronic billing and payment presentation/bill print services, 24-7/365 walk-up payment kiosk services, and over-the-phone interactive voice response and payment services. Based on the synchronization of all of these payment processing services, the City will achieve full PCI-DSS compliance, thereby transferring future credit card fraud liability from the City to the payment card providers. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The current fiscal year funding is available in the FY 22-23 budget and future fiscal year funding will be included in the proposed budgets for City Council consideration. Any remaining balances not expended at the end of the fiscal year will be presented to City Renewal Agreement with System Innovators February 7, 2023 Page 4 3 2 2 9 Council for approval of carryovers to FY 23-24. Funds for future years expenditure will be in the proposed budgets for City Council consideration as follows: FY Accounting Unit - Account No. Fund Description Accounting Unit - Accounting No. Description Contracted Amount Additional Contingency Maximum Compensation Amount 01110130- 62300 General Fund FMSA - Treasury & Customer Service $10,000 $1,500 $11,500 Various- 62300 Various Various $68,880 $10,332 $79,212 01110130- 62300 General Fund FMSA - Treasury & Customer Service $8,850 $1,328 $10,178 01110130- 62300 General Fund FMSA - Treasury & Customer Service $55,219 $8,283 $63,502 01110130- 62300 General Fund FMSA - Treasury & Customer Service $25,272.68 - $25,272.68 (Prepaid) = $0 $0 $0 10920149- 66510 Information Technology IT Projects $0 $80,200 $80,200 01113220- 62300 General Fund PRCSA - Zoo $0 $80,200 $80,200 01113200- 62300 General Fund PRCSA - Administration $0 $80,200 $80,200 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $80,200 $80,200 FY 2022- 23 41718820- 62300 Community Development Inclusionary Housing Fee $0 $61,028 $61,028 01110130- 62300 General Fund FMSA - Treasury & Customer Service $58,962 $8,844 $67,806 FY 2023- 24 01110130- 62300 General Fund FMSA - Treasury & $17,700 $2,656 $20,356 Renewal Agreement with System Innovators February 7, 2023 Page 5 3 2 2 9 Customer Service 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $5,000 $5,000 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $62,961 $9,444 $72,405 01110130- 62300 General Fund FMSA - Treasury & Customer Service $17,700 $2,656 $20,356 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $5,000 $5,000 FY 2024- 25 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $67,234 $10,085 $77,319 FY 2025- 26 01110130- 62300 General Fund FMSA - Treasury & $17,700 $2,656 $20,356 Renewal Agreement with System Innovators February 7, 2023 Page 6 3 2 2 9 Customer Service 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $5,000 $5,000 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $71,799 $10,770 $82,569 01110130- 62300 General Fund FMSA - Treasury & Customer Service l $17,700 $2,656 $20,356 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service l $0 $5,000 $5,000 FY 2026- 27 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $76,677 $11,501 $88,178 01110130- 62300 General Fund FMSA - Treasury & Customer Service l $17,700 $2,656 $20,356 FY 2027- 28 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 Renewal Agreement with System Innovators February 7, 2023 Page 7 3 2 2 9 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $5,000 $5,000 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service l $81,176 $12,176 $93,352 01110130- 62300 General Fund FMSA - Treasury & Customer Service l $17,700 $2,656 $20,356 10920149- 66510 Information Technology IT Projects $0 $5,000 $5,000 01113220- 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- 62300 General Fund PRCSA - Administration $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $0 $5,000 $5,000 FY 2028- 29 41718820- 62300 Community Development Inclusionary Housing Fee $0 $5,000 $5,000 01110130- 62300 General Fund FMSA - Treasury & Customer Service $41,578 $6,237 $47,815 FY 2029- 30 01110130- 62300 General Fund FMSA - Treasury & Customer Service $8,850 $1,328 $10,178 Subtotal Subtotal Grand Total $718,385 $639,593 $1,357,978 EXHIBIT(S) Renewal Agreement with System Innovators February 7, 2023 Page 8 3 2 2 9 1. N. Harris Computer Corporation, System Innovators, Cashiering Software & Hardware Upgrades Agreement 2. N. Harris Computer Corporation, System Innovators, Support & Maintenance Agreement Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager EXHIBIT 1 MASTER RENEWAL AGREEMENT FOR PROFESSIONALSERVICES THIS AGREEMENT (hereinafter “Master Renewal Agreement”) is made and entered into this 7th day of February, 2023, by and between System Innovators, Inc., a division of N. Harris Computer Corporation (System Innovators), a Florida corporation (“CONSULTANT”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“CITY”). CITY and CONSULTANT shall hereinafter collectively be referred to as “the PARTIES”. RECITALS A.The PARTIES entered into that certain Agreement A-2014-073, dated March 18, 2014, (hereinafter “Original Agreement”) by which CONSULTANT has licensed to CITY, cashiering and revenue tracking application software, along with support and maintenance of such software. B.The PARTIES successively entered into: (1) a First Amendment to that Agreement (A-2014-358) on December 16, 2014 to procure additional hardware and professional software services and related maintenance and support in connection with implementation of an Image Cash Letter Solution (ICL); (2) a Second Amendment to that Agreement (A-2016-099) on May 3, 2016, to amend said Agreement to extend the Term for an additional three year, with options to further extend by 2 additional years and to increase the CITY’s iNovah – SWS – Enterprise software cashiering license to up to 300,000 annual receipts with corresponding Check 21 – ICL software and hardware support; and (3) a Third Amendment to that Agreement (A-2019-135) on August 20, 2019, to bifurcate the final 2 year extension option into two 1 year options and to increase compensation and add a 10% contingency. C.The PARTIES now wish to enter into a Master Renewal Agreement for purposes of expanding CONSULTANT's Scope of Services to include in addition to providing a centralized revenue management services, through a revenue management software system and equipment for purposes of cashiering, point of sales (POS) payment processing, image cash letter (“ICL”) processing, the provision of associated merchant processing (including integration with third-party application providers), together with software and hardware support and maintenance services and receipting services for Europay, MasterCard, Visa, Amex (“EMV”) credit card payment terminals, along with Payment Card Industry Data Security Standard (“PCI DSS”) compliance, plus required cashier drawers, receipt printers, and other associated equipment and software to support such capabilities. D.Subject to Section 18 of this agreement, the PARTIES now also wish to add options individually exercisable by CITY for CONSULTANT to expand their services to provide CITY with integrations into CONSULTANT’s software platform to allow third party integrations linking CONSULTANT’s software platform to: (1) the CITY’s Clariti Land Management System (real- time integration); (2) the CITY’s CivicPlus CivicRec Parks and Recreation Reservation System (real-time integration); (3) the CITY’s Centaman Zoo Ticketing System (file export integration); (4) the CITY’s 3Di Systems Rental Registry Fee Program System (custom file export); (5) iNovah Custom Import Scheduler; and (6) to allow CITY to obtain a peripheral bundle for additional CITY cashier workstations, thus allowing City fullest access to agreed-to services and support. 1 E.In undertaking the performance of this Master Renewal Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this Master Renewal Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree as follows: 1.SCOPE OF SERVICES CONSULTANT shall during the Term of this Master Renewal Agreement, including any extensions thereto exercised by CITY, perform the tasks and obligations attached hereto designated in CONSULTANT's “Santa Ana EMV – Additional Request for Service – EMV PayConex Implementation”, and CONSULTANT's “Santa Ana Budgetary Quote (Optional Clariti-CivicPlus- Centaman-3Di Systems + Peripheral Bundle for Additional Cashier Workstations)”which are both hereby fully incorporated herein by reference as EXHIBIT A as follows: EXHIBIT A 1. “Santa Ana EMV – Additional Request for Service – EMV PayConex Implementation” a.iNovah – EMV PayConex Solution Overview b. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 2. “Santa Ana Budgetary Quote (Optional Clariti-CivicPlus-Centaman-3Di Systems + Peripheral Bundle for Additional Cashier Workstations)” CONSULTANT's “Santa Ana EMV – Additional Request for Service – EMV PayConex Implementation” together with CONSULTANT's “Support and Maintenance Agreement” shall be subject to the terms and conditions of this Master Renewal Agreement. In the event of conflict between this Master Renewal Agreement and CONSULTANT's Statement of Work/Proposal(s) or any attachment thereto and CONSULTANT's Support and Maintenance Agreement, the terms of this Master Renewal Agreement or any duly executed Change Order entered into under this Agreement shall prevail. 2.COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services as described in EXHIBIT A, the fees as set-out respectively by reference in subsection (a) and (b) below, in an aggregate base amount of $202,780, with a further aggregate contingency amount of $562,252, for a total combined not to exceed amount of $765,032 as set-out in EXHIBIT B (Maximum Fiscal Year Compensation Table) which is hereby fully incorporated herein by reference. (a) Scope of Work (including) i.Exhibit A (b) Fees. In consideration of providing the Services, CITY agrees to pay the fees, including Custom Support or Development fees set out in any applicable Statement of Work/Proposal 2 incorporated herein by reference and any Change Order duly adopted and agreed to by the PARTIES (the "Fees") to CONSULTANT. Fees are subject to increase based on CONSULTANT’s then-prevailing policies, terms and fees related to pricing and hourly rates. (c) Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver invoices to CITY. Unless otherwise stated in the applicable Statement of Work/Proposal or duly executed Change Order, each invoice delivered to CITY by CONSULTANT shall be due and payable upon forty-five (45) days receipt thereof by CITY. (d) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it provides CONSULTANT with a tax exemption certificate acceptable to the applicable taxing authorities. 3.TERM. The base term of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. This Agreement shall cover all services provided by Consultant since January 1, 2022. The initial term and the extension options thereto shall collectively be referred to as the “Term”. 4.INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Master Renewal Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5.INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement 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 Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant 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. a.Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed 3 operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $2,000,000 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 Consultant 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. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant 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. i. 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 Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the Agency may be endorsed onto the Consultant’s Cyber Liability Policy. 6.Crime Liability Insurance with a limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 4 ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability Insurance and Auto Liability Insurance is Primary and Non-Contributory. iv. Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. Similar notice of reduction or material change shall be given if coverage falls below or is not in compliance with the contract requirements. v. Consultant shall supply City with a fully executed additional insured endorsement. vi. Certificates of insurance endorsements shall show the City as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 vii. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 7. 8. Broader Coverage: If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity 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 Entity. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. b.Other Insurance Provisions 1. Additional Insured Status: The Entity, 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 Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of 5 an endorsement to the Consultant’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 Consultant’s policy, carefully review with the Consultant and their insurance carrier on whether being added as an additional insured onto the Consultant’s policy removes your organization’s ability to file suit against the Consultant and draw upon the policy should final adjudication in a lawsuit state that the Consultant shall pay damages to your organization. 2.Primary Coverage: For any claims related to this contract, the Consultant’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 Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. 3. 4. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation: Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant 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 Entity has received a waiver of subrogation endorsement from the insurer. 5.Self-Insured Retentions: Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant 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 Entity. 6. 7. 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 Entity. Claims Made Policies: If any of the required policies provide coverage on a claims- made basis: i.The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii.Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii.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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. 6 8.Verification of Coverage: Consultant shall furnish the Entity 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 Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9.Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors. 10. c. Special Risks or Circumstances: Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. If CONSULTANT fails or refuses to maintain the insurance required by this section or fails or refuses to furnish CITY with required proof that insurance has been procured and is in force pursuant to the provision of certificates of insurance as detailed in this Master Renewal Agreement, then the CITY shall have the right, at CITY's election, to forthwith terminate this Master Renewal Agreement. Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. 6.CONFIDENTIALITY (a) Definition. Each party acknowledges that it may receive Confidential Information from the other party or otherwise in connection with this Master Renewal Agreement. "Confidential Information" means all information or material that the disclosing party treats as confidential and any information relating to third parties that the disclosing party has an obligation to treat as confidential, which is disclosed by or obtained by a party in connection with this Master Renewal Agreement, whether such information is in oral, written, graphic or electronic form, which is: (A) marked "Confidential ," "Restricted," or "Proprietary Information" or other similar marking, or (B) known by the PARTIES to be considered confidential or proprietary, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include infom1ation to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is tightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction. (b) Confidentiality Obligations. Each of the PARTIES agrees: 7 i.to maintain the Confidential Inforn1ation of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; ii. not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Master Renewal Agreement; iii. not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Master Renewal Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent. iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of perfom1ance under this Master Renewal Agreement and exercising its rights under this Master Renewal Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Master Renewal Agreement; and v. to take such actions as may be reasonably necessary to enforce its Master Renewal Agreements with its employees and agents, including commencing legal proceedings. 7.INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify CITY, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work productor documents provided by CONSULTANT to CITY pursuant to this Master Renewal Agreement. 8.RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Master Renewal Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Master Renewal Agreement and any services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Master Renewal Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Master Renewal Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Master Renewal Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Master Renewal Agreement. 8 9.CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Master Renewal Agreement. 10.MUTUAL OBLIGATIONS – OWNERSHIP (a) CONSULTANT's Obligations. CONSULTANT shall use commercially reasonable efforts to provide the professional services set out in the applicable Statement of Work (the "Services"). (b) CITY's Obligations. To enable CONSULTANT to perform the Services, CITY agrees to provide the following to CONSULTANT: i.Information relative to CITY's hardware and software required for CONSULTANT to provide its Services; ii.Access to and use of CITY's facilities, equipment, hardware and software required by CONSULTANT to perform the Services; iii. iv. Personnel and assistance as is reasonably required to enable CONSULTANT to perform the Services; and A representative with authority to approve the plans and deliverables described in the applicable Statement of Work if so required. (c) Ownership. CITY may retain a PDF copy of any reports or other deliverables provided by CONSULTANT to CITY as part of the Services ("Deliverables"); however, CONSULTANT is and shall remain the owner of all copyright, patents, trademarks, trade secrets and other intellectual property rights. 11.WARRANTY AND LIMITATION OF LIABILITY CONSULTANT warrants that the Services will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks. To the greatest extent permitted by applicable law, CONSULTANT, its affiliates, and each of their respective directors, officers, employees and shareholders’ entire liability and customer’s exclusive remedy with respect to the services and any other products, materials supplied by CONSULTANT in connection with this agreement for damages for any cause and regardless of the cause of action, whether in contract or in tort, including fundamental breach, negligence, strict liability or otherwise,shall not exceed in the aggregate an amount that is equal to three hundred thousand dollars or the total fees paid to CONSULTANT under this Master Renewal Agreement in the preceding 12 months, whichever is higher. In respect of any liability that arises under the terms of the support and maintenance agreement, the limitation of liability provisions of the support and maintenance agreement shall apply to such liability and not this section11. In no event shall either CONSULTANT and customer, their respective affiliates and each of their respective directors, officers, elected officials, employees and shareholders, be liable for any consequential, incidental, indirect, exemplary, punitive, or special damages whatsoever, including but not limited to for lost revenue or loss of profits, loss of business, loss of data, failure to realize expected savings, or cost of substitute goods or services arising out of or in connection with this 9 agreement, even if it has been advised of the likelihood of the occurrence of such loss or damage or such loss or damage is foreseeable and notwithstanding any failure of essential purpose of any limited remedy. In no event does this limitation of liability clause apply to CONSULTANT’s obligations under section 7 of this Master Renewal Agreement. 12.TERMINATION (a) Termination. This Master Renewal Agreement may be terminated as follows: i. In addition to any other rights and remedies available to it, either party may immediately terminate this Master Renewal Agreement in the event of material breach by the other party of its obligations and that breach is not cured within thirty (30) days of receipt of written notice to that effect; ii. Either party may terminate this Master Renewal Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntaryor involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (b) Effect of Termination. In the event of termination of this Master Renewal Agreement, CITY shall immediately pay all outstanding Fees and other amounts owing to CONSULTANT for work completed or services already rendered under this Master Renewal Agreement. 13.GENERAL (a) Mediation. The PARTIES agree to submit any claim, controversy or dispute arising out of or relating to this Master Renewal Agreement or the relationship created by this Master Renewal Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the PARTIES. Such mediator shall be knowledgeable in software system Master Renewal Agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the PARTIES equally. If the PARTIES are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written Amendment to Master Renewal Agreement. Nothing in this section shall inhibit a party’s right to seek injunctive relief at any time. (b) Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Master 10 Renewal Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the appropriate address set out below: To CITY:Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile: (714) 647-6956 Copies to:Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M- 17) Santa Ana, CA 92702 Phone: (714) 647-6960 Fax: (714) 647-5414 To CONSULTANT:System Innovators, A Division of N. Harris Computer Corporation 10550 Deerwood Park Blvd, Suite 700 Jacksonville, FL 32256 Attention: Jeffrey Sumner, Executive Vice President Phone: (800) 963-5000 Email: legal@harriscomputer.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified , with postage prepaid , and addressed as set forth above. If sent by facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall Closure dates shall be excluded. 14.DISCRIMINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15.JURISDICTION - VENUE This Master Renewal Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Master Renewal Agreement has been executed and delivered in the State of California 11 and the validity, interpretation, performance, and enforcement of any of the clauses of this Master Renewal 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 Master Renewal Agreement. 16.PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Master Renewal 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. CONSULTANT shall notify CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Master Renewal Agreement. 17.COORDINATION OF WORK OR SERVICES (a)Contract Officer CITY will appoint a Contract Officer who will be in charge of the contract maintenance. The CITY'S appointed Contract Officer shall be the City Manager, or designee of the City Manager. CITY’s Contract Officer shall have authority to enter into Change Orders with CONSULTANT pursuant to this Master Renewal Agreement. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Master Renewal Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Master Renewal Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said Master Renewal Agreement together with all requests for adjustment in the contract and/or the time to perform this Master Renewal Agreement are subject to the written approval of CONSULTANT. 18. ADDITIONAL WORK OR SERVICES (a)Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Master Renewal Agreement, without invalidating said Master Renewal Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services directly related to the general scope of services, including third party integrations to allow City fullest access to agreed-to services and support, or to change the time or manner of delivery of any work or services, or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the PARTIES but exceeding any annual City fiscal year compensation amount cap initially specified under the Compensation provisions of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b)Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first signed by the Contract Officer to theCONSULTANT, incorporating therein 12 any material adjustment in the contract and/or the time to perform this Master Renewal Agreement, which said adjustments are subject to the written approval of the CONSULTANT. (c) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 (“COMPENSATION”) of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. 19.ENTIRE AGREEMENT This Master Renewal Agreement, including any duly executed change order, shall constitute the entire agreement between the PARTIES hereto with respect to the matters covered herein. No other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of CONSULTANT by any of its employees or agents, or contained in any sales material s or brochures, shall be deemed to bind the PARTIES hereto with respect to the subject matter hereof. CITY acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement may not be changed except by an amendment or change order signed by an authorized representative of each PARTY. No provisions in any purchase orders, invoices, or in any other documentation employed by or on behalf of either party in connection with this Master Renewal Agreement, regardless of the date of such documentation, shall affect the terms of this Master Renewal Agreement, even if such document is accepted by either or both PARTIES, with such provisions being deemed deleted. Provided, however that the applicable terms of the PARTIES' Original Agreement along with the applicable terms of the First and Second Amendments to said Original Agreement relating to CITY's licensing rights to operate the CITY’s iNovah – SWS – Enterprise software cashiering license to up to 300,000 annual receipts with corresponding Check 21 – ICL software and hardware support rights, shall remain in full force and effect until the PARTIES have completed the upgrade of the CITY's iNovah system to include CONSULTANT’s “Santa Ana EMV – Additional Request for Service – EMV PayConex Implementation” and user acceptance has been verified to CONSULTANT by CITY, at which time, only the licensing rights shall continue pursuant to the terms of the Original Agreement as amended and the iNovah software definition shall incorporate all versions/elements of the iNovah software to which this Master Renewal Agreement applies. 20.SEVERABILITY The invalidity or unenforceability of any provision or covenant contained in this Master Renewal Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modifiedto the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Master Renewal Agreement shall remain in full force and effect. 21.WAIVER No waiver of any breach of any provision of this Master Renewal Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative 13 of the waiving party. 22. FORCE MAJEURE No default, delay or failure to perform on the part of CONSULTANT shall be considered a breach of this Master Renewal Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. 23.MISCELLANEOUS PROVISIONS (a) Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Master Renewal Agreement. (c) Subject to section 19 of this Master Renewal Agreement, the mutual execution of this Master Renewal Agreement by the PARTIES hereto shall supersede the PARTIES’ Original Agreement and all amendments thereto, including any contract extension currently in effect, which by mutual consent of the parties shall be herebycancelled. All support and maintenance fees paid by CITY thereon for calendar year 2022 shall be fully applied on a semi-annual basis. All invoices and related payments for the period beginning July 1, 2022, shall be subject to the provisions of this Master Renewal Agreement. (d) This Master Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. // // {Signatures on following page} 14 IN WITNESS WHEREOF, the PARTIES hereto have executed this Master Renewal Agreementthe date and year first above written. ATTEST:CITY OF SANTA ANA Clerk of the Council Kristine Ridge City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney _____________________________ By: John Funk Assistant City Attorney CONSULTANT System Innovators, A Division of N. Harris Computer CorporationRECOMMENDED FOR APPROVAL: Kathryn Downs (Jan 23, 2023 09:05 PST) Kathryn Downs Executive Director Name: Jeffrey Sumner Finance & Management Services Agency Title: Executive Vice President 15 EXHIBIT A 1. “Santa Ana EMV – Additional Service Request EMV PayConex Implementation” 16 Additional Service Request Santa Ana, City Deal # 3998634471 Nov 10, 2022 Santa Ana EMV This Additional Service Request (“ASR”) is an addendum to the existing agreement between Santa Ana, City (Customer) and System Innovators, a Division of N. Harris Computer Corporation for the delivery and implementation of the iNovah EMV PayConex module, and is subject to all terms and conditions of the “PURCHASE AND SOFTWARE LICENSE AGREEMENT.” The parties have entered into the Agreement for the provision of certain services and deliverables to the Customer. All terms of the Agreement are incorporated herein by this reference. In the event of a conflict, the terms of the Agreement maintain control over the terms of this ASR unless specifically stated herein. Component1 QTY 1 Price ( USD) $10,000.00 $425.00 Subtotal $10,000.00 $4,250.00 Professional Services Professional Services Hardware PAX A80 Pin Pad Terminals 10 Subtotal $14,250.00 $0.00Ta x Total (USD)$14,250.00 1. Hardware prices are subject to change. Harris will provide 30 days’ notice prior to any price increase. Fee Summary2 Item Unit (qty)Price (USD) Per Transaction Fee for Gateway to TSYS 48,000 Transactions per $0.35 per transaction (billed monthly as incurred)year (estimated) 10P2PE Device Managment Fee (Billed Monthly per Terminal Device) $5.00 per device 2. Additional fees may be incurred as specifically defined in the Merchant Services Agreement. Warranty Services (as needed) Hardware Services and Warranty Support3 OEM Warranty Repair Management $25.00/device OEM Out-of-Warranty Repair Management $35.00/device, plus cost of quoted repair 3. Prices are subject to change. Harris will provide 30 days’ notice prior to any price increase. Payment Schedule This schedule represents the fixed-price professional services investment for the design, development, coding, testing, and implementation of the requested modification described in the Statement of Work. This investment will be paid in installments based on the milestones identified in the following payment schedule. Payment Number Milestones Payment Amount 1 2 Project initiation - Due upon project start $10,000.00 $4,250.00Hardware Purchase - EMV Terminals; Due upon receipt of order Payment Milestones Totals $14,250.00 Appendix A EMV PayConex Implementation - Scope of Work The Organization is requesting an update to their existing in-person credit card process with iNovah to the P2PE-validated PayConex EMV solution. System Innovators will set up the PayConex solution to gateway in-person payment card processing to the Organization's existing processor, TSYS. The Organization will need to upgrade to the most recent iNovah release (currently v2.61.* MR10) to support EMV PayConex. The new credit card devices must be ordered directly from SI for use with this solution. The Organization will be billed monthly for the P2PE Device Management fees and gateway transaction fees as listed in the table above. Timeline Once the Organization has authorized this additional service, System Innovators will prepare a project schedule for this additional service. The project schedule will identify the project start date and end date as well as a timeline for all project milestones. The project schedule will be mutually monitored and managed by the Organization and System Innovators. Any variation to the dates and milestones defined in the project schedule must be mutually agreed upon by the Organization and System Innovators. The following project timeline identifies the duration of the milestones for this additional service project. Specific dates for this additional service will be defined in the project schedule. Assumptions 1. The Organization acknowledges this project is fixed in scope and duration as defined in Appendix A. Modifications to the scope, duration, and other terms of this agreement will be processed in accordance with the Project Change Control procedure as described herein. 2. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include • • Project Manager who has the authority to represent the Organization in all aspects of this agreement Subject matter experts who can define the requirements and business rules that dictate the design of the customizations •Technical staff who can provide System Innovators with support for the Organization’s computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third-party systems that interface with System Innovators’ software. 3. The Organization or Organization’s delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 4. The Organization will provide System Innovators with remote access to their computing environment so that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators’ access to the Organization’s computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet-based remote access tool (such as Go To Meeting or Turbo Meeting). 5. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 6. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator’s software and/or services. 7. System Innovators’ pricing does not include the cost for changes to 3rd party systems. 8. Travel to the Organization location will be billed as incurred. EXHIBIT A 1.a. iNovah – EMV PayConex Solution Overview 17 EXHIBIT A 1.b. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 18 Payment Card Industry (PCI) Data Security Standard Attestation of Compliance for Onsite Assessments – Service Providers Version 3.2.1 June 2018 Section 1: Assessment Information Instructions for Submission This Attestation of Compliance must be completed as a declaration of the results of the service provider’s assessment with the Payment Card Industry Data Security Standard Requirements and Security Assessment Procedures (PCI DSS). Complete all sections: The service provider is responsible for ensuring that each section is completed by the relevant parties, as applicable. Contact the requesting payment brand for reporting and submission procedures. Part 1. Service Provider and Qualified Security Assessor Information Part 1a. Service Provider Organization Information Company Name:Bluefin Payment Systems LLC DBA (doing business as): Bluefin Payment Systems Contact Name: Telephone: Brent Johnson 770.299.8533 Title:CISO E-mail: City: bjohnson@bluefin.com AtlantaBusiness Address:8200 Roberts Drive, Suite 150 State/Province: URL: GA Country: United States Zip: 30350 https://www.bluefin.com Part 1b. Qualified Security Assessor Company Information (if applicable) Company Name: Lead QSA Contact Name: Telephone: Foregenix Ltd Shawn Shifflett Title:Managing Consultant sshifflett@foregenix.com Marlborough +1 972.292.8039 1st Floor, 8-9 High Street E-mail: City:Business Address: State/Province: URL: Wiltshire Country: UK Zip: SN8 1AA http://www.foregenix.com PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 1 Part 2. Executive Summary Part 2a. Scope Verification Services that were INCLUDED in the scope of the PCI DSS Assessment (check all that apply): Name of service(s) assessed: Type of service(s) assessed: Hosting Provider: Payment Gateway Services Managed Services (specify):Payment Processing: ☐ Applications / software ☐ Systems security services ☒ POS / card present ☐ Hardware ☐ IT support ☒ Internet / e-commerce ☒ MOTO / Call Center ☐ ATM ☐ Infrastructure / Network ☐ Physical space (co-location) ☐ Storage ☐ Physical security ☐ Terminal Management System ☐ Other services (specify):☐ Other processing (specify): ☐ Web N/A N/A ☐ Security services ☐ 3-D Secure Hosting Provider ☐ Shared Hosting Provider ☐ Other Hosting (specify): N/A ☐ Account Management ☐ Back-Office Services ☐ Billing Management ☐ Fraud and Chargeback ☐ Issuer Processing ☐ Loyalty Programs ☐ Merchant Services ☒ Payment Gateway/Switch ☐ Prepaid Services ☐ Records Management ☐ Tax/Government Payments☒ Clearing and Settlement ☐ Network Provider ☒ Others (specify): Tokenization Note: These categories are provided for assistance only, and are not intended to limit or predetermine an entity’s service description. If you feel these categories don’t apply to your service, complete “Others.” If you’re unsure whether a category could apply to your service, consult with the applicable payment brand. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 2 Part 2a. Scope Verification (continued) Services that are provided by the service provider but were NOT INCLUDED in the scope of the PCI DSS Assessment (check all that apply): Name of service(s) not assessed:Not applicable. Type of service(s) not assessed: Hosting Provider:Managed Services (specify): ☐ Systems security services ☐ IT support Payment Processing: ☐ POS / card present ☐ Internet / e-commerce ☐ MOTO / Call Center ☐ ATM ☐ Applications / software ☐ Hardware ☐ Infrastructure / Network ☐ Physical space (co-location) ☐ Storage ☐ Physical security ☐ Terminal Management System ☐ Other services (specify):☐ Other processing (specify): ☐ Web N/A N/A ☐ Security services ☐ 3-D Secure Hosting Provider ☐ Shared Hosting Provider ☐ Other Hosting (specify): N/A ☐ Account Management ☐ Back-Office Services ☐ Billing Management ☐ Clearing and Settlement ☐ Network Provider ☐ Fraud and Chargeback ☐ Issuer Processing ☐ Loyalty Programs ☐ Merchant Services ☐ Payment Gateway/Switch ☐ Prepaid Services ☐ Records Management ☐ Tax/Government Payments ☐ Others (specify): N/A Provide a brief explanation why any checked services were not included in the assessment: Not applicable. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 3 Part 2b. Description of Payment Card Business Describe how and in what capacity your business stores, processes, and/or transmits cardholder data. Bluefin Payment Systems LLC (Bluefin), designated and assessed as a Level 1 Service Provider, maintains payment gateway and independent sales organization (ISO) functions. Bluefin enables merchants to accept CHD transactions via a virtual terminal solution and facilitates the connection of merchants to payment processors for processing CHD transactions. Bluefin stores, processes, and transmits cardholder via: Card-Present: •Merchant-Owned POI: Full Track Data Card-Not-Present: Virtual Terminal: PAN, Expiry, Cardholder Name, Card Validation Code E-Commerce: PAN, Expiry, Card Validation Code API: PAN, Expiry, Card Validation Code PIN / Debit: Merchant-Owned POI: Full Track Data, PIN / PIN Block Describe how and in what capacity your business is otherwise involved in or has the ability to impact the security of cardholder data. Bluefin stores, processes, and transmits cardholder via: Card-Present: •Merchant-Owned POI: Full Track Data Card-Not-Present: Virtual Terminal: PAN, Expiry, Cardholder Name, Card Validation Code E-Commerce: PAN, Expiry, Card Validation Code API: PAN, Expiry, Card Validation Code PIN / Debit: Merchant-Owned POI: Full Track Data, PIN / PIN Block Part 2c. Locations List types of facilities (for example, retail outlets, corporate offices, data centers, call centers, etc.) and a summary of locations included in the PCI DSS review. Number of facilities Type of facility of this type Location(s) of facility (city, country) Corporate Office 3 Atlanta, GA US Tulsa, OK, US Waterford, Ireland (NOC, Dev) Data Center 2 Atlanta, GA US PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 4 Tulsa, OK, US Part 2d. Payment Application Does the organization use one or more Payment Applications? ☐ Yes ☒ No Provide the following information regarding the Payment Applications your organization uses: Payment Application Name Version Number Application Vendor Is application PA-DSS Listed? PA-DSS Listing Expiry date (if applicable) N/A N/A N/A ☐ Yes ☒ No N/A Part 2e. Description of Environment Provide a high-level description of the environment covered Bluefin provides (4) applications specific to the storage, process, and transmit payment card transactions:by this assessment. For example: • Connections into and out of the cardholder data environment (CDE).•PayConex provides stand-alone or integrated payment processing with P2PE for direct merchants and software vendors. The P2PE decryption environment is included in the scope of this assessment. PayConex additionally supports E2EE and e-Commerce transactions (hosted e-commerce), and • Critical system components within the CDE, such as POS devices, databases, web servers, etc., and any other necessary payment components, as applicable. tokenization services •Decryptx enables acquirers, processors, and gateways to offer Bluefin's P2PE solution on their platform and direct to their merchants through an API connection with Bluefin • • QuickSwipe Mobile is a payment application installed on mobile devices ShieldConex provides tokenization of non-card branded data For the purposes of this assessment cardholder data (CHD) is stored encrypted (AES-256 bit) within MySQL databases in accordance with the Bluefin retention policy. Bluefin maintains in-scope data centers located in Atlanta, GA and Tulsa, OK. All vendor, merchant, and partner connections utilize TLS 1.2, IPsec VPN, and / or VPLS network connections. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 5 Does your business use network segmentation to affect the scope of your PCI DSS environment?☒ Yes ☐ No ☐ Yes ☒ No (Refer to “Network Segmentation” section of PCI DSS for guidance on network segmentation) Part 2f. Third-Party Service Providers Does your company have a relationship with a Qualified Integrator & Reseller (QIR) for the purpose of the services being validated? If Yes: Name of QIR Company:N/A N/A N/A QIR Individual Name: Description of services provided by QIR: Does your company have a relationship with one or more third-party service providers (for example, Qualified Integrator Resellers (QIR), gateways, payment processors, payment service providers (PSP), web-hosting companies, airline booking agents, loyalty program agents, etc.) for the purpose of the services being validated? ☒ Yes ☐ No If Yes: Name of service provider:Description of services provided: ProcessorElavon FirstData Processor Chase Paymentech Processor Vital/TSYS Ezic Processor Payment Gateway Payment Processing/n Software Note: Requirement 12.8 applies to all entities in this list. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 6 Part 2g. Summary of Requirements Tested For each PCI DSS Requirement, select one of the following: • • • Full – The requirement and all sub-requirements of that requirement were assessed, and no sub- requirements were marked as “Not Tested” or “Not Applicable” in the ROC. Partial – One or more sub-requirements of that requirement were marked as “Not Tested” or “Not Applicable” in the ROC. None – All sub-requirements of that requirement were marked as “Not Tested” and/or “Not Applicable” in the ROC. For all requirements identified as either “Partial” or “None,” provide details in the “Justification for Approach” column, including: •Details of specific sub-requirements that were marked as either “Not Tested” and/or “Not Applicable” in the ROC •Reason why sub-requirement(s) were not tested or not applicable Note: One table to be completed for each service covered by this AOC. Additional copies of this section are available on the PCI SSC website. Name of Service Assessed:Payment Gateway Service Details of Requirements Assessed Justification for Approach PCI DSS Requirement (Required for all “Partial” and “None” responses. Identify which sub-requirements were not tested and the reason.)Full Partial None Requirement 1:☒☐ ☒ ☐ ☐Requirement 2: Requirement 3: ☐2.1.1 – No in-scope wireless 2.2.3 – No insecure services, protocols, or daemons 2.6 – Not a shared hosting provider ☐☒☐3.4.1 – No FDE in use 3.6 – No shared keys for transmission of CHD 3.6.6 – No manual clear-text key-management Requirement 4: Requirement 5: Requirement 6: Requirement 7: Requirement 8: Requirement 9: ☐ ☒ ☐ ☒ ☐ ☐ ☒ ☐ ☒ ☐ ☒ ☒ ☐ ☐ ☐ ☐ ☐ ☐ 4.1.1 – No in-scope wireless 6.4.6 – No significant changes 8.5.1 – No remote access to customer premises 9.5.1 – CHD is never backed up to removable media 9.6 – CHD is never backed up to removable media 9.6.[2-3] – CHD is never backed up to removable media PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 7 9.7 – CHD is never backed up to removable media 9.8.1 – CHD is never stored on hard-copy materials 9.9 – Bluefin does not manage or maintain POS devices 9.9.[1-3] – Bluefin does not manage or maintain POS devices Requirement 10: Requirement 11: Requirement 12: Appendix A1: ☒ ☐ ☒ ☐ ☐ ☐ ☒ ☐ ☐ ☐ ☐ ☐ ☐ ☒ ☒ 11.2.3 – No significant changes Appendix A2: PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 8 Section 2: Report on Compliance This Attestation of Compliance reflects the results of an onsite assessment, which is documented in an accompanying Report on Compliance (ROC). The assessment documented in this attestation and in the ROC was completed on: Have compensating controls been used to meet any requirement in the ROC? 29 Jun 2021 ☐ ☒ ☐ ☐ Yes Yes Yes Yes ☒ ☐ ☒ ☒ No No No No Were any requirements in the ROC identified as being not applicable (N/A)? Were any requirements not tested? Were any requirements in the ROC unable to be met due to a legal constraint? PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 9 Section 3: Validation and Attestation Details Part 3. PCI DSS Validation This AOC is based on results noted in the ROC dated 29 Jun 2021. Based on the results documented in the ROC noted above, the signatories identified in Parts 3b-3d, as applicable, assert(s) the following compliance status for the entity identified in Part 2 of this document (check one): ☒Compliant: All sections of the PCI DSS ROC are complete, all questions answered affirmatively, resulting in an overall COMPLIANT rating; thereby Bluefin Payment Systems LLC has demonstrated full compliance with the PCI DSS. ☐Non-Compliant: Not all sections of the PCI DSS ROC are complete, or not all questions are answered affirmatively, resulting in an overall NON-COMPLIANT rating, thereby Bluefin Payment Systems LLC has not demonstrated full compliance with the PCI DSS. Target Date for Compliance: An entity submitting this form with a status of Non-Compliant may be required to complete the Action Plan in Part 4 of this document. Check with the payment brand(s) before completing Part 4. ☐Compliant but with Legal exception: One or more requirements are marked “Not in Place” due to a legal restriction that prevents the requirement from being met. This option requires additional review from acquirer or payment brand. If checked, complete the following: Details of how legal constraint prevents Affected Requirement requirement being met N/A N/A Part 3a. Acknowledgement of Status Signatory(s) confirms: (Check all that apply) ☒ ☒ ☐ ☒ ☒ The ROC was completed according to the PCI DSS Requirements and Security Assessment Procedures, Version 3.2.1, and was completed according to the instructions therein. All information within the above-referenced ROC and in this attestation fairly represents the results of my assessment in all material respects. I have confirmed with my payment application vendor that my payment system does not store sensitive authentication data after authorization. I have read the PCI DSS and I recognize that I must maintain PCI DSS compliance, as applicable to my environment, at all times. If my environment changes, I recognize I must reassess my environment and implement any additional PCI DSS requirements that apply. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 10 Part 3a. Acknowledgement of Status (continued) No evidence of full track data1, CAV2, CVC2, CID, or CVV2 data2, or PIN data3 storage after transaction authorization was found on ANY system reviewed during this assessment. ☒ ☒ASV scans are being completed by the PCI SSC Approved Scanning Vendor Tenable Network Security Part 3b. Service Provider Attestation Signature of Service Provider Executive Officer Date: 29 Jun 2021 Service Provider Executive Officer Name: Brent Johnson Title: CISO Part 3c. Qualified Security Assessor (QSA) Acknowledgement (if applicable) If a QSA was involved or assisted with this assessment, describe the role performed: Performed PCI DSS assessment, performed review of evidence, performed scope validation, completed Report On Compliance and Attestation Of Compliance. Signature of Duly Authorized Officer of QSA Company Duly Authorized Officer Name: Shawn Shifflett Date: 29 Jun 2021 QSA Company: Foregenix Ltd Part 3d. Internal Security Assessor (ISA) Involvement (if applicable) If an ISA(s) was involved or assisted with this assessment, identify the ISA personnel and describe the role performed: Not applicable. 1 Data encoded in the magnetic stripe or equivalent data on a chip used for authorization during a card-present transaction. Entities may not retain full track data after transaction authorization. The only elements of track data that may be retained are primary account number (PAN), expiration date, and cardholder name. 2 3 The three- or four-digit value printed by the signature panel or on the face of a payment card used to verify card-not-present transactions. Personal identification number entered by cardholder during a card-present transaction, and/or encrypted PIN block present within the transaction message. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 11 Part 4. Action Plan for Non-Compliant Requirements Select the appropriate response for “Compliant to PCI DSS Requirements” for each requirement. If you answer “No” to any of the requirements, you may be required to provide the date your Company expects to be compliant with the requirement and a brief description of the actions being taken to meet the requirement. Check with the applicable payment brand(s) before completing Part 4. Compliant to PCI DSS Requirements Remediation Date and Actions (If “NO” selected for any Requirement) PCI DSS Requirement Description of Requirement (Select One) YES NO Install and maintain a firewall configuration to protect cardholder data ☒☐1 2 Do not use vendor-supplied defaults for system passwords and other security parameters ☒☐ ☒ ☒ ☒ ☐ ☐ ☐ 3 4 Protect stored cardholder data Encrypt transmission of cardholder data across open, public networks Protect all systems against malware and regularly update anti-virus software or programs 5 Develop and maintain secure systems and applications ☒ ☒ ☒ ☒ ☒ ☒ ☒ ☒ ☒ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ 6 Restrict access to cardholder data by business need to know7 Identify and authenticate access to system components8 Restrict physical access to cardholder data9 Track and monitor all access to network resources and cardholder data10 Regularly test security systems and processes11 12 Maintain a policy that addresses information security for all personnel Additional PCI DSS Requirements for Shared Hosting ProvidersAppendix A1 Additional PCI DSS Requirements for Entities using SSL/early TLS for Card- Present POS POI Terminal Connections Appendix A2 PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments – Service Providers, Rev. 1.0 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. June 2018 Page 12 EXHIBIT A 2.Santa Ana Budgetary Quote (Optional Clariti-CivicPlus-Centaman-3Di Systems Integrations + Peripheral Bundle for Additional Cashier Workstations) 19 December 28, 2022 City of Santa Ana Budget Quote 2022 Summary City of Santa Ana (referred to as the “Client”) requested System Innovators Professional Services to provide the following: 1) Real-time Integration to Clariti Government Licensing and Permitting System 2) Real-time Integration to Civic Plus CivicRec Parks and Recreation System 3) File Export Integration - Santa Ana Zoo Ticketing System and selected Vendor - Centaman 4) Peripheral bundle for additional Cashier workstations The Client acknowledges that this is a budgetary quote that was provided with very little definition of scope. Prices are based on an average sized projects of similar interface requirements. Any additions or amendments to the projects listed, or adjustments/clarification to Statements of Work will be handled via the Project Change Request process. This quote is valid for 90 days from the date listed above. Assumptions 1. The Client will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Client in all aspects of this Agreement; 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with support for the Client’s computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third-party systems that interface with System Innovators’ software. 2. The Client or Client’s delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 3. The Client will provide System Innovators with remote access to their computing environment so that System Innovators may support the Client with delivery, implementation, and testing of the customized software. System Innovators’ access to the Client’s computing environment may be accomplished through such means as a high- speed virtual private network (VPN) or an Internet-based remote access tool (such as Go to Meeting or Turbo Meeting). 4. The Client will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 5. The Client will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator’s software and/or services. The Client will inform System Innovators of any changes related to their system configuration. 6. Professional services hours have been estimated based on known requirements as provided by the Client as of the date of this quote. Services are subject to change based on new, or updated requirements. System Innovators 800.963.5000 • Fax: 904.645.8892 9000 Southside Blvd Jacksonville, FL 32256 Page 2 of 4 7. The Client will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. a. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1 – Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available ii. Severity 2 – Defect associated with a critical functionality; a workaround is available iii. Severity 3 – Defect associated with non-critical functionality 8. The Client will purchase B2 Test Cards from a compliant third-party for testing EMV terminals. This budgetary quote does not include this purchase. 9. For the Zoo Ticketing Interface, it is the expectation that all work to be completed and billed by the selected vendor, Centaman. Upon completion of said work, the intent is for the license ownership and subsequent annual maintenance beyond the first year will transfer to the City of Santa Ana. SOFTWARE LICENSES Real time integration to Clariti Software System – Bi-Directional - Medium Complexity $20,000.00 $20,000.00 $40,000.00 Real time integration to Civic Plus CivicRec Software System - Bi-Directional - Medium Complexity Software License Subtotal PROFESSIONAL SERVICES Real time integration to Clariti Software System – Bi-Directional - Medium Complexity $ 55,200.00 $ 55,200.00Real time integration to Civic Plus CivicRec Software System - Bi-Directional - Medium Complexity Professional Services Subtotal $110,400.00 *Peripheral Hardware quotation represents a single cashier workstation requirement. Actual workstation PC not included. Peripheral Hardware Quantity Unit Cost Total Cost $425.00(Option 1) PAX A80 Credit Card Terminal - Wired 1 $425.00 (Option 2) PAX A920 Credit Card Terminal – Wireless 2.4 GHz Receipt Printer – Epson TM-6000 1 1 1 1 $560.00 $848.00 $268.00 $620.00 $560.00 $848.00 $268.00 $620.00 $0.00 Cash Drawer - APG OCR Scanner/Image Reader – Canon CR-L1 Shipping, Handling and Taxes TBD Peripheral Hardware Subtotal $2,161.00 System Innovators 800.963.5000 • Fax: 904.645.8892 9000 Southside Blvd Jacksonville, FL 32256 Page 3 of 4 ANNUAL SUPPORT and MAINTENANCE Real time integration to Clariti Software System $5,000.00 Real time integration to Civic Plus CivicRec Software System $5,000.00 $2,500.00 $12,500.00 File Export From Centaman Zoo Ticketing System (Starting Year 2, subject to standard annual increases) Support and Maintenance Subtotal Notes: •Rates for each interface above is based on single interface design and implementation at a time. Further license and services discounts may apply if multiple interfaces are combined into a single project. •The annual support and maintenance investment for application interfaces applies only to those interfaces written and maintained by System Innovators. Support fees for interfaces include modifying interfaces to comply with changes forced by legislation or System Innovators system upgrade. Support Fees for all payment collection software products licensed by System Innovators include help desk support services and upgrades to the latest versions of the licensed software as they become available. The annual Software Support Fee for iNovah entitles the Customer to upgrades/updates to iNovah as defined in the master annual support and maintenance agreement. System Innovators’ pricing does not include the cost for changes to 3rd party systems.• •Should the project require travel to the Client’s location, then System Innovators will charge a fixed price of $3,500 for each one (1) person trip, which will be billed as incurred. System Innovators 800.963.5000 • Fax: 904.645.8892 9000 Southside Blvd Jacksonville, FL 32256 December 20, 2022 City of Santa Ana Budget Quote 2022 Summary City of Santa Ana (referred to as the “Organization”) requested System Innovators Professional Services to provide the following: 1) Custom File Export for 3Di Systems’ Data for payment and collection of Rental Registry Fees 2) iNovah Custom Import Scheduler The Organization acknowledges that this is a budgetary quote that was provided with very little definition of scope. Prices are based on an average sized projects of similar interface requirements. Any additions or amendments to the projects listed, or adjustments/clarification to Statements of Work will be handled via the Project Change Request process. This quote is valid for 90 days from the date listed above. Assumptions 1. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Organization in all aspects of this Agreement; 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with supportfor the Organization’s computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third-party systems that interface with System Innovators’ software. 2. The Organization or Organization’s delegate will produce a tested and documented application programming interface (API)to any application to be interfaced with System Innovator products and/or software. 3. The Organization will provide System Innovators with remote access to their computing environment so that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators’ access to the Organization’s computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet-based remote access tool (such as Go to Meeting or Turbo Meeting). 4. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 5. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator’s software and/or services. The Organization will inform System Innovators of any changes related to their system configuration. 6. Professional services hours have been estimated based on known requirements as provided by the Organization as of the date of this quote. Services are subject to change based on new, or updated requirements. System Innovators 800.963.5000 • Fax: 904.645.8892 9000 Southside Blvd Jacksonville, FL 32256 Page 2 of 4 7. The Organization will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. a. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1 – Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available ii. Severity 2 – Defect associated with a critical functionality; a workaround is available iii. Severity 3 – Defect associated with non-critical functionality SOFTWARE LICENSES Custom File Export - 3Di Systems to iNovah for Rental Registry Payments $10,000.00 Software License Subtotal $10,000.00 PROFESSIONAL SERVICES Custom File Export - 3Di Systems to iNovah for Rental Registry Payments $ 19,360.00 $ 19,360.00iNovah Custom Import Scheduler Professional Services Subtotal $38,720.00 ANNUAL SUPPORT and MAINTENANCE Custom File Export - 3Di Systems to iNovah for Rental Registry Payments $2,500.00 $2,500.00 $5,000.00 iNovah Custom Import Scheduler Support and Maintenance Subtotal Notes: •Rates for each interface above is based on single interface design and implementation at a time. Further license and services discounts may apply if multiple interfaces are combined into a single project. •The annual support and maintenance investment for application interfaces applies only to those interfaces written and maintained by System Innovators. Support fees for interfaces include modifying interfaces to comply with changes forced by legislation or System Innovators system upgrade. Support Fees for all payment collection software products licensed by System Innovators include help desk support services and upgrades to the latest versions of the licensed software as they become available. The annual Software Support Fee for iNovah entitles the Organization to upgrades/updates to iNovah as defined in the master annual support and maintenance agreement. System Innovators’ pricing does not include the cost for changes to 3rd party systems.• •Should the project require travel to the Organization’s location, then System Innovators will charge a fixed price of $3,500 for each one (1) person trip, which will be billed as incurred. System Innovators 800.963.5000 • Fax: 904.645.8892 9000 Southside Blvd Jacksonville, FL 32256 EXHIBIT B Maximum Fiscal Year Compensation Table (Master Renewal Agreement) 20 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description Calendar Year 2023 (January) One-time EMV Installtion/Stand-up and Configuration $10,000 $68,880 $1,500 $11,500 $79,212 Calendar Year 2023 (January) Purchase One-time EMV Payment Terminals x 30 $10,332 Calendar Year 2023 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device FY 2022- 23 $8,850 $1,328 $10,178 [Contingency Only] iNovah Integration into City of Santa Ana Land Management System $0 $0 $75,200 $5,000 $75,200 $5,000 Calendar Year 2023 Annual Support & Maintenance [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System $0 $0 $75,200 $5,000 $75,200 $5,000 Calendar Year 2023 Annual Support & Maintenance 1 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System $0 $0 $75,200 $5,000 $75,200 $5,000 Calendar Year 2023 Annual Support & Maintenance [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software FY 2022- 23 $0 $0 $75,200 $5,000 $75,200 $5,000 Calendar Year 2023 Annual Support & Maintenance [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees $0 $0 $56,028 $5,000 $56,028 $5,000 Calendar Year 2023 Annual Support & Maintenance Calendar Year 2023 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per DeviceFY 2023- 24 $8,850 $1,328 $10,178 [Contingency Only] iNovah Integration into City of Santa Ana Land Management System Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 2 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax SoftwareFY 2023- 24 Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 Calendar Year 2024 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 3 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description Calendar Year 2024 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $5,000 $5,000 $10,178 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Land Management System Calendar Year 2025 Annual Support & Maintenance $0 [Contingency Only] iNovah Integration into City FY 2024- of Santa Ana Zoo Ticketing 25 System Calendar Year 2025 Annual Support & Maintenance $0 [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2025 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2025 Annual Support & Maintenance $0 $5,000 $5,000 4 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees Calendar Year 2025 Annual Support & MaintenanceFY 2024- 25 $0 $5,000 $5,000 Calendar Year 2025 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2025 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $5,000 $5,000 $10,178 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana LandFY 2025- 26 Management System Calendar Year 2026 Annual Support & Maintenance $0 [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2026 Annual Support & Maintenance $0 5 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2026 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2026 Annual Support & Maintenance $0 $5,000 $5,000FY 2025- 26 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees Calendar Year 2026 Annual Support & Maintenance $0 $5,000 $1,328 $1,328 $5,000 $10,178 $10,178 Calendar Year 2026 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 Calendar Year 2026 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device FY 2026- 27 $8,850 6 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Land Management System Calendar Year 2027 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2027 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Parks, FY 2026- Recreation & Community 27 Svcs. Reservation System Calendar Year 2027 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2027 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees Calendar Year 2027 Annual Support & Maintenance $0 $5,000 $5,000 7 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description Calendar Year 2027 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction FY 2026- 27 Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2027 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $5,000 $5,000 $10,178 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Land Management System Calendar Year 2028 Annual Support & MaintenanceFY 2027- 28 $0 [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2028 Annual Support & Maintenance $0 [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2028 Annual Support & Maintenance $0 $5,000 $5,000 8 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2028 Annual Support & Maintenance $0 $5,000 $5,000 $1,328 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community FY 2027- Development 3Di Systems 28 for Rental Registry Fees Calendar Year 2028 Annual Support & Maintenance $0 $5,000 Calendar Year 2028 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $10,178 Calendar Year 2028 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per DeviceFY 2028- 29 $8,850 $1,328 $10,178 [Contingency Only] iNovah Integration into City of Santa Ana Land Management System Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 9 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description [Contingency Only] iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax SoftwareFY 2028- 29 Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Registry Fees Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 Calendar Year 2029 (January-June) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 10 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Maximum Compensation Amount Fiscal Year Contracted Compensation Amount Additional ContingencyActivity Description Calendar Year 2029 (July-December) Semi-Annual Gateway Transaction Payment Processing Fees @ 35¢ per Transaction FY 2029- 30 Plus Semi-Annual Device Management Fee @ $2.50 per Device $8,850 Subtotal $202,780 $1,328 Subtotal $562,252 $10,178 Grand Total $765,032 11 Exhibit 1 - System Innovators - Master Renewal Agrement - (Final_CLEAN)_(1-17-23) - CAO Signed_SI executed Final Audit Report 2023-01-23 Created: By: 2023-01-23 Kristin Andrade (kandrade@santa-ana.org) SignedStatus: Transaction ID:CBJCHBCAABAAi-TMb4xBv2NolAjyctbHg-o-gVhBX51x "Exhibit 1 - System Innovators - Master Renewal Agrement - (Fi nal_CLEAN)_(1-17-23) - CAO Signed_SI executed" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2023-01-23 - 4:30:46 PM GMT- IP address: 98.153.69.210 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2023-01-23 - 4:31:42 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2023-01-23 - 5:05:22 PM GMT- IP address: 98.153.69.210 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2023-01-23 - 5:05:36 PM GMT - Time Source: server- IP address: 98.153.69.210 Agreement completed. 2023-01-23 - 5:05:36 PM GMT ii SUPPORT AND MAINTENANCE AGREEMENT THIS AGREEMENT (hereinafter “Support and Maintenance Agreement”) is made and entered into this 7th day of February, 2023, by and between System Innovators, Inc., a Florida corporation and a Division of N. Harris Computer Corporation (System Innovators), (“CONSULTANT”/“SI”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“CITY”). CITY and CONSULTANT/SI shall hereinafter collectively be referred to as “the PARTIES”. RECITALS: A.This SUPPORT AND MAINTENANCE AGREEMENT made and entered into this 7th day of February, 2023 between SYSTEM INNOVATORS, INC. (“CONSULTANT”/“SI”), a Florida corporation and a Division of N. Harris Computer Corporation and the City of Santa Ana (“CITY”), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. B.SI owns the Software which has been licensed to CITY pursuant to a March 2014 Software License Agreement (Agreement A-2014-073), and subsequent amended agreements: A-2014-358 (December 2014), A-2016-099 (May 2016), and A-2019-135 (August 20, 2019), which license remains in effect by the parties’ separate Master Renewal Agreement dated February 7, 2023. C.The CITY wishes to receive support and maintenance services related to the Software; D.SI shall provide the support and maintenance services related to the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the “Support and Maintenance Agreement”) and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: 1.Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the parties’ separate Master Renewal Agreement dated February 7, 2023. If not in conflict with the terms of this Support and Maintenance Agreement, all other terms of the Master Renewal Agreement shall be incorporated into this Support and Maintenance Agreement. 2.This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between SI and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services EXHIBIT 2 iii similar to those provided under this Support and Maintenance Agreement have either expired, been terminated under their own terms, or have been terminated by operation of said Master Renewal Agreement. 3.SI shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in the Standard Maintenance and Support Guideline, which is hereby fully incorporated herein by reference, and which are in effect as of the Start Date (as defined below), as such services may, at SI's sole discretion, be modified or supplemented from time to time. To enable SI to provide effective support, the CITY will establish auto remote access procedures compatible with SI's then current practices, which may be revised over time. 4.The provision of support services under this Support and Maintenance Agreement shall start on the effective date of the Master Renewal Agreement (Start Date). 5.In consideration for the support services specified in this Support and Maintenance Agreement, CITY agrees to pay, and CONSULTANT agrees to accept the "Support and Maintenance Fee" as detailed in Exhibits A, B, C, and D as incorporated below, in an aggregate base amount of $515,605.29, with a further aggregate contingency amount of $77,340.79, for a total combined not to exceed amount of $592,946.08 as set-out in EXHIBIT D (Maximum Fiscal Year Compensation Table) which is hereby fully incorporated herein by reference. The Support and Maintenance Fee will be billed semi- annual basis. The first payment will be due and payable upon the approval of the Master Renewal Agreement. Thereafter the Support and Maintenance Fee will be billed in advance each semi-annual period or on an alternative date mutually agreed to by both parties. In accordance with CITY's payment practices CITY, after the first payment the CITY shall have forty-five (45) days from the each semi-annual anniversary date to remit annual payment to SI of the Support and Maintenance Fee. If the CITY would like to match the invoicing of the Support and Maintenance Fee to its fiscal year or any other period, it may request, during the initial annual period of this Support and Maintenance Agreement that SI issue a prorated invoice for the portion remaining during the initial annual period. SI may change the Support and Maintenance Fee from time to time in relation to each annual support and maintenance period but CITY shall only be billed only twice per year, and any such increase shall not exceed five percent (5%) per year and may include a corresponding five percent (5%) increase with respect to Third-party services pursuant to Section 7, below. 6.In the event CITY requests material or substantive changes to documentation, reporting and/or interface creation or other material or substantive changes outside of the scope of Standard Support Guidelines as set forth in Exhibit E hereto, SI will be entitled to increase the Support and Maintenance Fee by no less than twenty-five percent (25%) of the license associated with the new/additional functionality, per request per year going forward in order to allow SI to maintain these changes through each Release iv of the Software, except where said requests by CITY are incorporated within the provisions of a duly executed Change Order approved by SI as set out in the Master Renewal Agreement. 7. SI reserves the right to bill an additional fee of three percent (3%) for Third-party services should Third- party license vendors include an annual escalator that exceeds seven and a half percent (7.5%). In such an event, SI shall provide CITY with adequate documentation of Third-party license vendors' annual escalator increases exceeding seven and a half percent (7.5%). 8. In addition to the above, where CITY purchase s additional or different licenses related to the SI Software, or any new module s/environments , additional Support and Maintenance Fees may be charged by SI at the time of purchase of such software license(s) and incorporate such increase(s) in any subsequent Support and Maintenance Fee payments previously agreed to subject to a duly executed Change Order approved by SI. 9. In addition to the Support and Maintenance Fee, CITY shall reimbur se SI for its direct expenses in providing support services ("Billable Fees") pursuant to thi s Support and Maintenance Agreement which include as of the Start Date: (a) courier services, photocopying, faxing, long distance phone calls and reproduction services, (b) all direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; a travel time rate of fifty percent (50%) of the individual 's current standard hourly rate; a per diem rate not to exceed $85.00 for weekdays and a $150.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (receipts will be provided to CITY); and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, (c) and all other reasonable direct expenses incurred in the performance of SI's duties hereunder. SI may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement , provided that such updated reimbursement policies must generally apply to all clients of SI. 10. SI shall supply all maintenance/build Releases to CITY at no additional charge other than the payment of the Support and Maintenance Fee. v 11. Upgrades are defined as major new versions of the Software or subversions supplying new functionality. Upgrades may require additional services to be performed by SI outside of the scope of those services provided by SI under this Support and Maintenance Agreement including professional services for the installation and implementation of the Upgrade and additional training that will be subject to SI's then-prevailing policies , terms and Billable Fees related to pricing and hourly rates. 12. Updates/builds are defined as minor code updates to the Software, such as providing bug fixes or minor modifications. All Updates/builds of the Software will be made available to CITY at no additional charge other than the payment of the Support and Maintenance Fee. 13. SI shall not be required to perform corrective maintenance as part of its Support and Maintenance Services with respect to Software malfunctions caused by: (a) CITY's modifications to the Software unless performed at the direction of SI; (b) CITY's failure to use updates, enhancements or program error corrections; (c) Failure to use the Software in accordance wi th this Support and Maintenance Agreement or Master Renewal Agreement; or (d) Actions beyond SI's reasonable span of control with respect to CITY 's actions w hich alter the turnkey implementation environment, or cause hardware or Third Party Software malfunctions. 14. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. SI shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax SI may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by CITY and such sums shall be due and payable to SI upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by CITY. The CITY shall be responsible for the payment of any a pplicabl e d utie s and sales/consumption taxes. 15. The term of this Support and Maintenance Agreement shall be identical to the Term set forth in the Master Renewal Agreement unless terminated by either party upon giving to the other not less than one hundred and twenty (120) days' notice in writing prior to the end of the initial annual maintenance and support period or any subsequent annual maintenance and support period. CITY shall pay the then prevailing Support and Maintenance Fee in advance for each annual period of the Support and Maintenance Agreement, subject to CITY's payment practices as hereinabove set forth in Section 5. vi 16. Where the notice of non-renewal has not been provided in accordance with these terms, the CITY is obliged to pay the Support and Maintenance Fee for the then applicable annual period. The termination of this Support and Maintenance Agreement by CITY shall not affect the License or the Software License Agreement incorporated within the Master Renewal Agreement. SI shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. CITY acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement incl uding the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. 17. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by SI in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with SI, and CITY shall acquire no proprietary rights b y virtue of this Support and Maintenance Agreement. 18. SI shall have the right to terminate this Support and Maintenance Agreement immediately if CITY attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes reorganization, without complying with the License Agreement provisions of the Master Renewal Agreement. 19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) days after the date it becomes d ue, SI shall have the option to suspend or terminate this Support and Maintenance Agreement. Suspension or termination shall not relieve CITY of its obligation to pay its outstanding invoices, including any applicable late charges. CITY will be required to pay SI the entire Support and Maintenance Fees for the period of suspension prior to reinstatement of support and maintenance services. 20. All notices, demands, and requests, required to be given under this Support and Maintenance Agreement by either patty to the other shall be in writing and delivered by hand , or by registered or certified mail, postage prepaid, to the respective parties at the following addresses , or to such other address as may be given by a party to the other pursuant hereto as set forth in the Master Renewal Agreement. 21. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision or the non-breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by th e other. 22. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted b y CITY. vii 23. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither CITY nor SI shall divulge any of its provisions as set forth herein to any third party except as may be required b y law. 24. Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 25. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders , directors, officers, employees and affiliates. 26. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of CITY for liabilities of SI arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity. 27. This Support and Maintenance Agreement shall be governed by the laws of the State in which CITY is located. 28. This Agreement may not be assigned by CITY unless, concurrently with any such assignment, CITY assigns its rights under, and complies with the License Agreement provisions of the Master Renewal Agreement. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and ensure to the benefit of the successors and permitted assigns of the parties. 29. The invalidity or unenforceability of an y provision or covenant contained in this Support and Maintenance Agreem ent shall not affect the validity or enforceability of an y other provi sion or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 30. This Support and Maintenance Agreement mus t be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 31. The aggregate liability of SI to CITY for all claims, suits, actions and proceedings howsoever arising, directly or indirectly, under or relating to the support services supplied pursuant to this support and maintenance agreement or its subject matter, including those based on breach or rescission of contract, tort, breach of trust, or breach of fiduciary duty shall not exceed, in the aggregate, the amount of fees actually paid viii by the CITY to SI for the support services supplied pursuant to this support and maintenance agreement during the then-current term (and in no event being greater than 12 months) of the support and maintenance agreement up to and including the date of termination. 32. In addition to the foregoing, neither party shall be liable to the other for any claims for consequential damages, incidental damages, indirect damages, special damages, aggravated damages, loss of revenue, loss of profits, failure to realize expected savings, loss of data, loss of business opportunity either under or relating to this support and maintenance agreement or its subject matter, whether based on breach of contract, rescission of contract, tort, breach of trust, or breach of fiduciary duty even if such other party has been advised of the likelihood of the occurrence of such damages and notwithstanding any failure of essential purpose of any limited remedy. // // {Signatures on Following Page} IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the Start Date first written above. ATTEST: CITY OF SANTA ANA ___________________________________ _________________________________ Norma Orozco Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ____________________________________________________________ By: John Funk Chief Assistant City Attorney CONSULTANT System Innovators, A Division of RECOMMENDED FOR APPROVAL: N. Harris Computer Corporation ___________________________________ ________________________________ Kathryn Downs, Executive Director Name: Jeffrey Sumner Finance and Management Services Agency Title: Executive Vice President Kathryn Downs (Jan 23, 2023 09:05 PST) EXHIBIT A “Notice of Support Quote 2022-2025” a division of Harris 9000 Southside Blvd Bldg 700, Suite 7200 | Jacksonville, FL | 32256 Phone: 800.963.5000 | Fax: 904.645.8892 | www.systeminnovators.com Notice of Support Quote 2022-2025 City of Santa Ana Semi-Annual Invoicing Qty Term: 1/01/2022 - 6/30/2022 Unit Price Extended Price 1 iNovah- SWS 18,525.25$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 2,949.19$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 220.50 2,535.75$ 12 APG Cash Drawer - HWX 73.50 441.00$ 1 Check 21 (ICL to Chase)- TPM 2,253.28$ Total 26,704.47$ Qty Term: 7/01/2022 - 12/31/2022 Unit Price Extended Price 1 iNovah- SWS 18,525.25$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 2,949.19$ 220.50 2,535.75$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 73.50 441.00$ 1 Check 21 (ICL to Chase)- TPM 2,253.28$ Total 26,704.47$ 2022 Term Total Amount 53,408.94$ 2022 Software Support Qty Term: 1/01/2023 - 6/30/2023 Unit Price Extended Price 1 iNovah- SWS 19,822.02$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,155.63$ 231.53 2,662.54$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 77.18 463.05$ 1 Check 21 (ICL to Chase)- TPM 2,411.01$ Total 28,514.25$ Qty Term: 7/01/2023 - 12/31/2023 Unit Price Extended Price 1 iNovah- SWS 19,822.02$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,155.63$ 231.53 2,662.54$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 77.18 463.05$ 1 Check 21 (ICL to Chase)- TPM 2,411.01$ Total 28,514.25$ 2023 Term Total Amount 57,028.50$ 2023 Software Support EXHIBIT A Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt PAID CK#120097120 a division of Harris 9000 Southside Blvd Bldg 700, Suite 7200 | Jacksonville, FL | 32256 Phone: 800.963.5000 | Fax: 904.645.8892 | www.systeminnovators.com Qty Term: 1/01/2024 - 6/30/2024 Unit Price Extended Price 1 iNovah- SWS 21,209.56$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,376.53$ 243.10 2,795.67$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 81.03 486.21$ 1 Check 21 (ICL to Chase)- TPM 2,579.78$ Total 30,447.74$ Qty Term: 7/01/2024 - 12/31/2024 Unit Price Extended Price 1 iNovah- SWS 21,209.56$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,376.53$ 243.10 2,795.67$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 81.03 486.21$ 1 Check 21 (ICL to Chase)- TPM 2,579.78$ Total 30,447.74$ 2024 Term Total Amount 60,895.47$ 2024 Software Support Qty Term: 1/01/2025 - 6/30/2025 Unit Price Extended Price 1 iNovah- SWS 22,694.23$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,612.88$ 243.10 2,935.45$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 81.03 510.52$ 1 Check 21 (ICL to Chase)- TPM 2,760.37$ Total 32,513.44$ Qty Term: 7/01/2025 - 12/31/2025 Unit Price Extended Price 1 iNovah- SWS 22,694.23$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,612.88$ 243.10 2,935.45$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 81.03 510.52$ 1 Check 21 (ICL to Chase)- TPM 2,760.37$ Total 32,513.44$ 2025 Term Total Amount 65,026.88$ 2025 Software Support Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt EXHIBIT B “3 Year Optional Renewal Term 2026-2028” a division of Harris 9000 Southside Blvd Bldg 700, Suite 7200 | Jacksonville, FL | 32256 Phone: 800.963.5000 | Fax: 904.645.8892 | www.systeminnovators.com Notice of Support Quote Optional 3-year Term 2026-2028 City of Santa Ana Semi-Annual Invoicing 3 YEAR OPTIONAL RENEWAL TERM 2026-2028 Qty Term: 1/01/2026 - 6/30/2026 Unit Price Extended Price 1 iNovah- SWS 24,282.83$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,865.79$ 268.02 3,082.22$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 89.34 536.04$ 1 Check 21 (ICL to Chase)- TPM 2,953.59$ Total 34,720.46$ Qty Term: 7/01/2026 - 12/31/2026 Unit Price Extended Price 1 iNovah- SWS 24,282.83$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 3,865.79$ 268.02 3,082.22$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 89.34 536.04$ 1 Check 21 (ICL to Chase)- TPM 2,953.59$ Total 34,720.46$ 2026 Term Total Amount 69,440.92$ 2026 Software Support EXHIBIT B Your annual receipt license = 300,000 receipt Your annual receipt license = 300,000 receipt a division of Harris 9000 Southside Blvd Bldg 700, Suite 7200 | Jacksonville, FL | 32256 Phone: 800.963.5000 | Fax: 904.645.8892 | www.systeminnovators.com Qty Term: 1/01/2027 - 6/30/2027 Unit Price Extended Price 1 iNovah- SWS 25,982.63$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,136.39$ 281.42 3,236.33$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 93.81 562.84$ 1 Check 21 (ICL to Chase)- TPM 3,160.35$ Total 37,078.53$ Qty Term: 7/01/2027 - 12/31/2027 Unit Price Extended Price 1 iNovah- SWS 25,982.63$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,136.39$ 281.42 3,236.33$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 93.81 562.84$ 1 Check 21 (ICL to Chase)- TPM 3,160.35$ Total 37,078.53$ 2027 Term Total Amount 74,157.06$ 2027 Software Support Qty Term: 1/01/2028 - 6/30/2028 Unit Price Extended Price 1 iNovah- SWS 27,801.41$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,425.94$ 295.49 3,398.15$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 98.50 590.98$ 1 Check 21 (ICL to Chase)- TPM 3,381.57$ Total 39,598.04$ Qty Term: 7/01/2028 - 12/31/2028 Unit Price Extended Price 1 iNovah- SWS 27,801.41$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,425.94$ 295.49 3,398.15$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 98.50 590.98$ 1 Check 21 (ICL to Chase)- TPM 3,381.57$ Total 39,598.04$ 2028 Term Total Amount 79,196.08$ 2028 Software Support Your annual receipt license = 300,000 receipts Your annual receipt license = 300,000 receipts Your annual receipt license = 300,000 receipts Your annual receipt license = 300,000 receipts EXHIBIT C “Optional 1 Year Extension 2029” a division of Harris 9000 Southside Blvd Bldg 700, Suite 7200 | Jacksonville, FL | 32256 Phone: 800.963.5000 | Fax: 904.645.8892 | www.systeminnovators.com Notice of Support Quote Optional 1-year Term 2029 City of Santa Ana Semi-Annual Invoicing 1 YEAR OPTIONAL RENEWAL TERM 2029 Qty Term: 1/01/2029 - 6/30/2029 Unit Price Extended Price 1 iNovah- SWS 29,191.48$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,647.24$ 310.27 3,568.06$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 103.42 620.53$ 1 Check 21 (ICL to Chase)- TPM 3,550.65$ Total 41,577.95$ Qty Term: 7/01/2029 - 12/31/2029 Unit Price Extended Price 1 iNovah- SWS 29,191.48$ (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 4,647.24$ 310.27 3,568.06$ 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer - HWX 103.42 620.53$ 1 Check 21 (ICL to Chase)- TPM 3,550.65$ Total 41,577.95$ 2029 Term Total Amount 83,155.90$ 2029 Software Support EXHIBIT C Your annual receipt license = 300,000 receipts Your annual receipt license = 300,000 receipts EXHIBIT D “Maximum Fiscal Year Compensation Table” Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount Calendar Year 2022 (January - June) Semi-Annual Support $26,979.84 & Maintenance -$26,979.84 Prepaid Charge $0.00 $0.00 $0.00 Calendar Year 2022 (July-December) Semi-Annual Support & Maintenance Charge $26,704.47 $4,005.67 $30,710.14 Calendar Year 2023 (January-June) Semi-Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 Calendar Year 2023 (July-December) Semi-Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 Calendar Year 2024 (January-June) Semi-Annual Support & Maintenance Charge $30,447.74 $4,567.16 $35,014.90 EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement FY 2022- 23 FY 2023- 24 1 Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement FY 2022- 23 Calendar Year 2024 (July-December) Semi-Annual Support & Maintenance Charge $30,447.74 $4,567.16 $35,014.90 Calendar Year 2025 (January-June) Semi-Annual Support & Maintenance Charge $32,513.44 $4,877.02 $37,390.46 Calendar Year 2025 (July-December) Semi-Annual Support & Maintenance Charge $32,513.44 $4,877.02 $37,390.46 Calendar Year 2026 (January-June) Semi-Annual Support & Maintenance Charge $34,720.46 $5,208.07 $39,928.53 Calendar Year 2026 (July-December) Semi-Annual Support & Maintenance Charge $34,720.46 $5,208.07 $39,928.53 Calendar Year 2027 (January-June) Semi-Annual Support & Maintenance Charge $37,078.53 $5,561.78 $42,640.31 FY 2024- 25 FY 2025- 26 FY 2026- 27 2 Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement FY 2022- 23 Calendar Year 2027 (July-December) Semi-Annual Support & Maintenance Charge $37,078.53 $5,561.78 $42,640.31 Calendar Year 2028 (January-June) Semi-Annual Support & Maintenance Charge $39,598.04 $5,939.71 $45,537.75 Calendar Year 2028 (July-December) Semi-Annual Support & Maintenance Charge $39,598.04 $5,939.71 $45,537.75 Calendar Year 2029 (January-June) Semi-Annual Support & Maintenance Charge $41,577.95 $6,236.69 $47,814.64 Calendar Year 2029 (July-December) Semi-Annual Support & Maintenance Charge $41,577.95 $6,236.69 $47,814.64 Subtotal Subtotal Grand Total $515,605.29 $77,340.79 $592,946.08 FY 2027- 28 FY 2028- 29 FY 2029- 30 3 EXHIBIT E “Support and Maintenance Agreement - Standard Support Guidelines” Support and Maintenance Services - Standard Guidelines The purpose of this Exhibit E is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details. Consultant reserves the right to make modifications to this document as required; provided, however, Consultant shall not reduce the scope of support provided hereunder without the prior consent of the Organization. The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support • Cost effective upgrade solutions • Scheduled assistance for installations, upgrades & other special projects (there may be charges depending on the scope of work) • Technical troubleshooting & issue resolution • E-mail support call logging and notification • Standard software releases and updates - Defect corrections (as warranted) - Planned enhancements • State and/or Federal mandated changes (charges may exist depending on scope) • Release notes • Limited training questions (15 minute guideline) • Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance foes apply) Help Desk Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Page 1 Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however, calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows: Priority 1: 1 - 24 hours Priority 2: 1 - 2 business days Priority 3: 1 - 5 business days Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: Priority 1 - High • System Down (Software Application) • Inability to process payments • Program errors without workarounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Priority 2 - Medium • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with our software and not the printer itself) • Security issues • Workstation connectivity issues (Workstation specific) Priority 3 - Low • System errors that have workarounds • Usability issues Page 2 • Performance issues not impacting critical processes • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes • Questions on documentation Call Process All issues or questions reported to support are tracked via a support call. Our support analysts cannot provide assistance unless a support call is logged. Our current process for logging calls includes the following: Email, phone and fax. Your call must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our support system or one of our support analysts will provide you with a call id to track your issue and your call will be logged into our support tracking database. • Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our development tracking database and you will be provided with a separate id number to track the progress of the issue. At this time, your support call will be closed and replaced by the development id number. The development id number will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. • Contact the support department at your convenience for a status update on your development issues. Page 3 Escalation Process Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Level 2: Level 3: Level 4: Contact the support representative working on your issue Contact the support supervisor or group lead Contact the Director of Support Contact the Executive Vice President of System Innovators Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. An asterisk * next to the holiday indicates that the System Innovators office is closed, however, technical support will be available. New Year's Day Closed President's Day (Observed) Closed Memorial Day (Observed) Closed 4th of July (Observed) Closed Labor Day Closed Columbus Day * Closed Thanksgiving Day Closed Day after Thanksgiving * Closed Christmas Day Closed Day after Christmas * Closed Page 4 Billable Support Services The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training • Forms redesign or creation (includes Bill Prints, Notice Prints and Letters, Permits, etc.) • Setup & changes to hand-held interface or creation of new interface • Setup of new services or changes to services (POP, ACH, etc.) • File imports/exports - Interfaces to other applications • Refreshes, backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs & optimization • Extended Hardware & Operating System support • Upgrades & support of third party software • Installations/ re-installations (workstations, servers) • iNovah Public API consulting Test Databases & Environments We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases & Environments is a billable service, quotations & incremental maintenance rates will be provided on request. Connection Methods To ensure we can effectively support our clients, we require that a communication link is established and maintained between our two sites. It is the client's responsibility to ensure the connection is valid at your location so that we can connect to your site and resolve any issues. Our supported methods of connection are: Direct internet, Virtual Private Network (VPN), Remote Access Server (RAS). Page 5 Hardware and Third Party Support - if applicable The purpose of this section is to provide our customers with information on our standard coverage and the services which are included as part of your annual hardware and third party software support (if applicable). This section serves as a guideline for the support department but is superseded by an existing third party or other agreement. Standard Hardware and Third Party Software Support Services • 800 telephone support - first line phone support for troubleshooting (note more complex issues will be escalated to the actual vendor of the products) • "On call" after hours support (scheduled assistance for installations, upgrades and other special projects - there may be charges depending on the scope of work) • Technical troubleshooting • Limited training questions (15 minute guideline) • Recommendations on specific hardware requirements • Support provided for installed database issues (30 minute guideline) • Web Service installation and connection to database assistance • Updating system to support new versions of licensed applications. The services listed below are services that are OUT OF SCOPE and are therefore considered billable: • On-site installation or upgrade of hardware and third party software • Extended telephone training (beyond 15 minutes) • Reconfiguration of hardware and fileservers • Recovering data resulting from client error • Upgrading of hardware systems • Assistance with creation of backup scripts I backup recovery • Assistance with recovering data resulting from system crashes (charges may apply) • Assistance with database installation, configuration and updating • Preventative maintenance monitoring or other services • Recommending or assisting with disaster recovery plans • Re-establishment of Web/ODBC connection if connection was lost due to actions of customer WEB/IP/ODBC connections to other third party products • Creation of custom reports Report writer training, upgrades and installations (other than at time of initial purchase) Page 6 Exhibit 2 - System Innovators - Support and Maintenance Agreement_(Final_CLEAN)_(1-17- 23) - CAO signed_SI executed Final Audit Report 2023-01-23 Created:2023-01-23 By:Kristin Andrade (kandrade@santa-ana.org) Status:Signed Transaction ID:CBJCHBCAABAALCy5uwZ7-U6ilLfxEzzH_USQ2i2sL5WZ "Exhibit 2 - System Innovators - Support and Maintenance Agree ment_(Final_CLEAN)_(1-17-23) - CAO signed_SI executed" Hist ory Document created by Kristin Andrade (kandrade@santa-ana.org) 2023-01-23 - 4:34:04 PM GMT- IP address: 98.153.69.210 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2023-01-23 - 4:34:42 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2023-01-23 - 5:05:04 PM GMT- IP address: 98.153.69.210 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2023-01-23 - 5:05:16 PM GMT - Time Source: server- IP address: 98.153.69.210 Agreement completed. 2023-01-23 - 5:05:16 PM GMT