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INSURANCE Ors'!U <br />WORK ddpv -a`" f <br />r. <br />A-2021-215 <br />N.01. ozZ <br />DEC 17 2021 <br />FM SR(Thavlholn ��o�Tt <br />Mt(4YVV <br />SUBSCRIPTION AND SUPPORT <br />AGREEENT FOR <br />City Santa Ana, <br />CA <br />This Subscription and Support Agreement (the "Agreement"), is hereby entered into as of <br />November 3, 2021 (the "Effective Date') by and between City of Santa Ana, CA, a charter <br />city and municipal corporation organized and existing under the Constitution and laws of the <br />State of California. ("Client') and Healthy Outcomes, Inc., DBA Balancing Act, Iocated at <br />7897 E. 20 Avenue, Denver, CO, 80238 (`Balancing Act"). Client and Balancing Act are <br />collectively referred to as "the Parties" and individually referred to as "Party." <br />WHEREAS, Balancing Act is in the business of developing web software and sites capable of <br />hosting public policy simulations and related projects promoting an exchange of information <br />and ideas for use by governmental and other entities; <br />WHEREAS, Client desires to subscribe to access Balancing Act's proprietary web <br />applications to be used for public education and engagement, and <br />NOW, THEREFORE, in consideration of the foregoing recitals and mutual <br />covenants contained herein, the parties agree as follows: <br />I. SCOPE OF ENGAGEMENT. <br />A. Subscription Agreement. Balancing Act shall provide Client with access to the <br />products and features of the Balancing Act web application specified in Exhibit <br />A to this agreement and agrees to provide all of the technical, administrative and <br />professional support services necessary to perform this Agreement. Client is <br />granted a non-exclusive, non -transferable, and revocable license to access and <br />use the Balancing Act website. Client shall have the right to test and approve the <br />application prior to it going live. <br />B. Support Services. Balancing Act shall perform and provide certain support <br />services to Client in accordance with the terms and conditions of this Agreement <br />and the SOW (the Services described under "Support Services", the "Support <br />Services'). If Client hereafter requests additional services not described on <br />Exhibit A ("Additional Services') or Exhibit B ("Proposal"), and Balancing Act <br />is willing and able to provide those Additional Services, the parties shall <br />mutually agree upon and execute one or more additional SOWS that contain the <br />terms and conditions of the Additional Services to be performed. Each such <br />1 <br />