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INNOVATORS. INSURANCE NOT REQUIRED/WAIVED WORK MAY PROCEED CLERK OF COUNCIL DATE: ~-,'?-ot PURCHASE AND SOFTWARE LICENSE AGREEMENT System Innovators, Inc., whose corporate address is 10550 Deerwood Park Blvd., Suite 700, Jacksonville, FL 32256 ("SII") and the City of Santa Ana, a charter city and municipal corporation, whose address is 20 Civic Center Plaza., Santa Aha, California 92701 ("Customer") agree that this Purchase and Software License Agreement ("Agreement") entered into this 4 th day of September, 2001 ("Effective Date") governs the sale of computer equipment and related peripherals and supplies ("Hardware"), the provision of professional consulting, programming, installation, support and training services ("Services"), and the licensing of computer software and related documantation ("Software") by SII to Customer. 1. Purchase Orders. Customer pumhase orders, as may be issued from time to time and accepted by SII in a total amount not to exceed $122,000 shall be treated as Exhibits to this Agreement. The terms and conditions of this Agreement shall prevail, not withstanding any variations or additions contained in any pumhase order or other document submitted by the Customer. 2. Acceptance. Hardware and Software shall be deemed Accepted by Customer upon (a) receipt of Hardware and/or Software and (b) delivery of a signed acceptance statement from the City of Santa Ana to SII or 25 consecutive business days of error free use of the Hardware and/or SoRware in the ordinary course of business. 3. Covered Hardware. The hardware covered by Hardware Support Services in this Agreement ("Covered Hardware") is computer hardware and related peripheral equipment listed in Exhibit 3, Covered Hardware. 4. Covered Software. The sofnvare covered by Sol%yarc Support Services in this Agreement ("Covered SoRware") is computer software and related documentation licensed to the Customer and listed in Exhibit 4, Covered Sofavare. 5. Hardware Support Services. (a) SII shall provide the following services under this Agreement ("Hardware Support Services") for the Covered Hardware: (i) Help desk support including technical assistance by telephone, modem, fax service and/or courier; (ii) Determination of hardware failures through telephone consultation with the Customer, (iii) Shipment of replacement Hardware, when deemed necessary by SII, from SII to Customer's location by courier service, (iv) Preventative maintenance services deemed appropriate by SII; (v) Preparation of shipping labels and instructions for Customer to return failed hardware in the same box that replacement Hardware arrives in, to SII collect, (vi) Telecommunication charges associated with SII initiated calls for modem and telephone support services, and (vii) Toll free phone service for incoming telephone calls. (b) The following services are specifically excluded from Hardware Support Services: (i) Electrical work external to the affected Hardware; (ii) Repair of damage resulting from vandalism, disaster, transportation, misuse, accident, modification, electrical damage, improper installation or repair or attempt to repair of the affected Hardware by any person not authorized by SII; (iii) Furnishing expendable supplies (such as paper and ribbons); (iv) Painting or refinishing the affected Hardware; (v) Relocation or reinstallation of the affected Hardware or the addition or removal of any attachments, enhancements, or other hardware accessories; (vii) Changes or repairs to Hardware not covered under this Agreement. Such services, if requested by the Customer, may be provided by SII for additional charges equal to the then current rates for such services. SII - Purchase and Sottware License Agreement 1