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SYSTEM INNOVATORS (4)
INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: A-2023-013-01 FED 2 8 2023 MASTER RENEWAL AGREEMENT FORPROFESSIONAL SERVICES THIS AGREEMENT (hereinafter "Master Renewal Agreement") is made and entered into this 7' 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". o. F.�3k(AIGc a) 0A) e- 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. 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, inconsideration of the mutual respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree as follows: 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-313i Systems + Peripheral Bundle for Additional Cashier Workstations)"which are both hereby fully incorporated herein by reference as EXHIBIT A as follows: 1 !►408110 W-11 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) 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, ajoint 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 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. 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. 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. 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. 8. 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 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. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. 4. 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. 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: 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. 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. 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. C. 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. G. 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 infomlation 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 parry'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: VA to maintain the Confidential Infornation 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 perfom 1 ance 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 parry'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. 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: 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. Personnel and assistance as is reasonably required to enable CONSULTANT to perform the Services; and iv. 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 theirrespective 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 section 11. 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 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: 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 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 the CONSULTANT, 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 modifredto 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 A-2023-013-01 IN WITNESS WHEREOF, the PARTIES hereto have executed this Master Renewal Agreementthe date and year first above written. ATTEST: erk Cofcil APPROVED AS TO FORM: SONLA R. CARVALHO City Attorney 40y1t ?W. Bohn Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency 15 CITY OF SANTA ANA Krist' a Ridge City Manager CONSULTANT System Innovators, A Division of N. Harris Computer Corporation '�Yam-v'Q NaAe:'jc`ffr6 Sumner Title: Executive Vice President EXHIBIT A 1. "Santa Ana EMV — Additional Service Request EMV PayConex Implementation" 16 ■SYSTEMawftAdditional Service Request ■■ M■ ■ W V %%% m V 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. Component' QTY Price ( USD) Subtotal Professional Services Professional Services 1 $10,000.00 $10,000.00 Hardware PAX A80 Pin Pad Terminals 10 $425.00 $4,250.00 Subtotal $14,250.00 Tax $0.00 Total (USD) $14,250.00 1. Hardware prices are subject to change. Hams will provide 30 days' notice prior to any price increase. Fee Summary.? 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) P2PE Device Managment Fee (Billed 10 $5.00 per device Monthly per Terminal Device) 2. Additional fees may be incurred as specifically defined in the Merchant Services Agreement. Warrant y Services (as needed), Hardware Services and Warranty Supports OEM Warranty Repair Management OEM Out -of -Warranty Repair Management $25.00/device $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 Project initiation - Due upon project start $10,000.00 2 Hardware Purchase - EMV Terminals; Due upon receipt of order $4,250.00 Payment Milestones Totals $14,250.00 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 l.a. iNovah—EMV PayConex Solution Overview 17 c 3 O C N � C O NCO U ai C c a ° m y U CL 10 m a Z ro mCL °' 3 O c a1." ° aaxi ^° Y ° c CO o a.'a 0 0 t > F c 7 U U ® N ZN�a°No SON®1tl E 4) i� a (n t O U LU 0 U Cm tLI� ° ; 7 CO 5 0 t0 N l9 N> O ° O C1 > ~ N U M Z'- axi?'a° $Lto> F$ 0 C O S Q m i0 �tl O O= N U x G 7> Z c y o C N c C U o Z Qy y 0)c Na OJ A0,' 11� 47 > E 0 a o y 0 4) 7 Itl m 3pEi °m012mcd LL C O in j O a� y o mo-`.o'aca) C=amcac�ycn7marn aco 0NN�c(2�I2y�(2� C0.7 H m Cl) d N C.1 a)U U -0t-'gSE0E° of "7 ya itl y m E 8E :E E N .LN" E y U Z E U m U fn >QCo xdYWm(n c c °omo >w>0a>> 0�0m00 OV)O zzazaaaz.a? �ciCd-iuiuil�:ada;ci r r aA T A EO O a o- oU H W un 0a a` I 1 , 1 1 � I 1 ¢I 1 - 1 �I el c dl NI 1 I ¢I �I , 1 1 13, cl J I p� d 1 1 I I 10 I N WI MI 1 I I F=1 LLI dl 1 1 ql 1 1 NI 1 1 1 21 � I 1 OI CI 1 I OI 1 I I1� 1 H N d C A O d i a o a N d c d N d O !t H N d N M N N d d i a r ,a� dN dl d I m 1 d c l p l a 01 O'I e, 1 t al o1 m � d I T � c 1 p a 1 w d o CC 1 m T C # O d a� I a o E � a u a c c u.lc dij 0 OL u a o t 30 1 y I , I c 0 N X O d t N m 0 0 a` 0 u EE E U EXHIBIT A Lb. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 18 Security a Standards Council Payment Card Industry (PCI) Data Security Standard Attestation of Compliance for Onsite Assessments — Service Providers Version 3.2.1 June 2018 Security Standards Council 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: Brent Johnson Title: CISO Telephone: 770.299.8533 E-mail: bjohnson@bluefin.com Business Address: 8200 Roberts Drive, Suite 150 City: Atlanta State/Province: GA Country: United States Zip: 30350 URL: https:/Iwww.bluefin.r-om Part 1 b. Qualified Security Assessor Company Information (if applicable) Company Name: Foregenix Ltd Lead QSA Contact Name: Shawn Shifflett Title: Managing Consultant Telephone: +1972.292.8039 E-mail: sshifflett@foregenix.com Business Address: 1st Floor, 8-9 High Street City: Marlborough State/Province: Wiltshire Country: UK Zb TSN81AA URL: I http://www.foregenix.com PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments— Service Providers, Rev. 1.0 June 2018 @ 2006-2018 PC] Security Standards Council, LLC. All Rights Reserved. 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: Payment Gateway Services Type of service(s) assessed: Hosting Provider: Managed Services (specify): Payment Processing: ❑ Applications / software ❑ Systems security services ® POS / card present ❑ Hardware ❑ IT support ® Internet / e-commerce ❑ Infrastructure / Network ❑ Physical security ® MOTO / Call Center ❑ Physical space (co -location) ❑ Terminal Management System ❑ ATM ❑ Storage ❑ 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 ❑ Fraud and Chargeback ® Payment Gateway/Switch ❑ Back -Office Services ❑ Issuer Processing ❑ Prepaid Services ❑ Billing Management ❑ Loyalty Programs ❑ Records Management ® Clearing and Settlement ❑ Merchant Services ❑ Tax/Government Payments ❑ 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 yourservice, consult with the applicable payment brand. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 2 $Kulity 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: I Not applicable. Type of service(s) not assessed: Hosting Provider: Managed Services (specify): Payment Processing: ❑ Applications / software ❑ Systems security services ❑ POS / card present ❑ Hardware ❑ IT support ❑ Internet / e-commerce ❑ Infrastructure / Network ❑ Physical security ❑ MOTO / Call Center ❑ Physical space (co -location) ❑ Terminal Management System ❑ ATM ❑ Storage ❑ 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 ❑ Fraud and Chargeback ❑ Payment Gateway/Switch ❑ Back -Office Services ❑ Issuer Processing ❑ Prepaid Services ❑ Billing Management ❑ Loyalty Programs ❑ Records Management ❑ Clearing and Settlement ❑ Merchant Services ❑ Tax/Government Payments ❑ Network Provider ❑ Others (specify): N/A Provide a brief explanation why any checked services Not applicable. were not included in the assessment: PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments— Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 3 Se uriN Standards Cnun<il Part 2b. Description of Payment Card Business Describe how and in what capacity your business stores, processes, and/or transmits cardholder data. Describe how and in what capacity your business is otherwise involved in or has the ability to impact the security of 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 CHO 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 POL 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 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 PC/ DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. 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 by this assessment. For example: • Connections into and out of the cardholder data environment (CDE). Critical system components within the CDE, such as POS devices, databases, web servers, etc., and any other necessary payment components, as applicable. Bluefin provides (4) applications specific to the storage, process, and transmit payment card transactions: 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 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. PC] DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 5 TP S unty wa dwd, Does your business use network segmentation to affect the scope of your PCI DSS ®Yes ❑ No environment? (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 ❑ Yes ® No purpose of the services being validated? ff Yes: Name of QIR Company: N/A QIR Individual Name: N/A Description of services provided by QIR: N/A Does your company have a relationship with one or more third -party service providers (for ® Yes ❑ No 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? ff Yes: Name of service provider: Description of services provided: Elavon Processor FirstData Processor Chase Paymentech Processor Vita11TSYS Processor Ezic Payment Gateway in Software Payment Processing Note: Requirement 12.8 applies to all entities in this list. PC/ DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. 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 (Required for all "Partial' and "None" responses. Identify which Requirement Full Partial None sub -requirements were not tested and the reason.) Requirement 1: ® ❑ ❑ Requirement 2: ® 2.1.1 - No in -scope wireless 2.2.3 - No insecure services, protocols, or daemons 2.6 - Not a shared hosting provider Requirement 3: 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: ® 4.1.1 - No in -scope wireless Requirement 5: ® ❑ Requirement6: ❑ ® ❑ 6.4.6-Nosignificant changes Requirement 7: Requirement 8: ® ❑ 8.5.1 - No remote access to customer premises Requirement 9: ® ❑ 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 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 7 IP5ecurit.rity,ds Coun[il 9.7—CHID 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: ® ❑ 11.2.3—Nosignificant changes Requirement11: ® ❑ Requirement 12: Appendix Al: Appendix A2: PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. 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: 29 Jun 2021 Have compensating controls been used to meet any requirement in the ROC? ❑ Yes IN No Were any requirements in the ROC identified as being not applicable (N/A)? ® Yes ❑ No Were any requirements not tested? ❑ Yes ® No Were any requirements in the ROC unable to be met due to a legal constraint? ❑ Yes ® No PC/ DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 June 2018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 9 Sxurily Wndards 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. l 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) is The ROC was cmmnleted accnrriinn to the PCI r)R.q Ronulmmontc and.Cecuritu decacemant 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 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 10 Secunly Standards Part 3a. Acknowledgement of Status (continued) ® No evidence of full track data', CAV2, CVC2, CID, or CVV2 dataz, or PIN data' 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 T Date: 29 Jun 2021 Service Provider Executive Officer Name: Brent Johnson Title: C/SO Part 3c. Qualified Security Assessor (QSA) Acknowledgement (if applicable) If a QSA was involved or assisted with this Performed PC/ DSS assessment, performed review of evidence, assessment, describe the role performed: performed scope validation, completed Report On Compliance and Attestation Of Compliance. Signature of Duly Authorized Officer of QSA Company Date: 29 Jun 2021 Duly Authorized Officer Name: Shawn Shifgett QSA Company: Foregenix Ltd Part 3d. Internal Security Assessor (ISA) Involvement (if applicable) If an ISA(s) was involved or assisted with Not applicable. this assessment, identify the ISA personnel and describe the role performed: ' 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 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. PC/ DSS v3.2.1 Attestation of Compliance for Onsite Assessments— Service Providers, Rev. 1.0 June 2018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. 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 Remediation Date and PCI DSS Description of Requirement Requirements Actions Requirement (Select One) (If "NO" selected for any Requirement) Install and maintain a firewall YES NO ® ❑ 1 configuration to protect cardholder data Do not use vendor -supplied defaults for 2 system passwords and other security parameters 3 Protect stored cardholder data 4 Encrypt transmission of cardholder data 0 ❑ across open, public networks Protect all systems against malware and ® ❑ 5 regularly update anti -virus software or programs 6 Develop and maintain secure systems and applications 7 Restrict access to cardholder data by business need to know Identify and authenticate access to ® ❑ 8 system components g Restrict physical access to cardholder data Track and monitor all access to network 10 resources and cardholder data 11 Regularly test security systems and processes 12 Maintain a policy that addresses information security for all personnel Appendix Al Additional PCI DSS Requirements for Shared Hosting Providers Additional PCI DSS Requirements for Appendix A2 Entities using SSL/early TLS for Card - Present POS POI Terminal Connections DISCiVER J3: W 1/IS mastercard ` JA PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments— Service Providers, Rev. 1.0 June 2018 © 2006-2018 PCI Security Standards Council, LLC. All Rights Reserved. Page 12 EXHIBIT A 2.Santa Ana Budgetary Quote (Optional Clariti-CiviePlus-Centaman-3Di Systems Integrations + Peripheral Bundle for Additional Cashier Workstations) 19 SYSTE M nno " Summary December 28, 2022 City of Santa Ana Budget Quote 2022 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 Clientwill provide a fullyfunctional testsystem 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 Innovators 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 subjectto change based on new, or updated requirements. System Innovators 9000 Southside Blvd 800.963.5000 • Fax: 904.645.8892 Jacksonville, FL 32256 Page 2 of 4 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. *Peripheral Hardware quotation represents a single cashier workstation requirement. Actual workstation PC not included. Peripheral Hardware (Option 1) PAX A80 Credit Card Terminal - Wired Quantity 1 Unit Cost $425.00 Total. $425.00 (Option 2) PAX A920 Credit Card Terminal — Wireless 2.4 GHz 1 $560.00 $560.00 Receipt Printer — Epson TM-6000 1 $848.00 $848.00 Cash Drawer -APG 1 $269.00 $268.00 OCR Scanner/Image Reader — Canon CR-L1 1 $620.00 $620.00 Shipping, Handling and Taxes D $0.00 Peripheral Hardware Subtotal $2,161.00 System Innovators 9000 Southside Blvd 800.963,5000 • Fax: 904.645.8892 Jacksonville, FL 32256 Page 3 of 4 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 9000 Southside Blvd 800.963.5000 • Fax: 904.645.8892 Jacksonville, FL 32256 STEM ���SY� 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 3D1 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 9000 Southside Blvd 800.963.5000 • Fax: 904.645.8892 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 ANNUAL SUPPORT , MAINTENANCE Custom File Export - 3Di Systems to iNovah for Rental Registry Payments $2,500.00 iNovah Custom Import Scheduler $2,500.00 Support and Maintenance Subtotal $5,000.00 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 Organizations 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 9000 Southside Blvd 800.963.5000 • Fax: 904.645.8892 Jacksonville, FL 32256 EXHIBIT B Maximum Fiscal Year Compensation Table (Master Renewal Agreement) 99 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount Calendar Year 2023 (January) One-time EMV Installtion/Stand-up and Configuration $10,000 $I,500 $11,500 Calendar Year 2023 (January) Purchase One-time EMV Payment Terminals x 30 $68,880 $10,332 $79,212 Calendar Year 2023 (January -June) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction FY 2022- Plus Semi -Annual Device 23 Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 (Continency OnIYI........... . iNovalr Integration into City of Santa Ana Land Management System $0 $75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance $0 $5,000 1 $5,000 ,..................... iNovah Integration into City of Santa Ana Zoo Ticketing System $0 $75,200 $75,200 Calendar You 2023 Annual Support & Maintenance $0 $5,000 1 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount �Contin�ency Only] ........................... iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System $0 $75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance $0 $5,000 $5,000 ........... A.COntln&ency.. Nyj........... iNovah Integration into City FY 2022- of Santa Ana Business 23 License Tax Software $0 $75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance $0 $5,000 1 $5,000 [Contingency Only] iNovah Interface with City o Santa Ana Community Development 3Di Systems for Rental Registry Fees $0 $56,028 $56,028 Calendar Yew 2023 Annual Support & Maintenance $0 $5,000 $5,000 Calendar Year 2023 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 FY 2023-. per Device $8,850 $1,328 1 $10,178 24 ........... [Continency.OtilY............. ............................ -.................................... .... . iNovah Integration into City of Santa Ana Land Management System Calendar Year 2024 Annual Support & Maintenance $0 1 $5,000 1 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year Amount Contingency Amount iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2024 Annual Support & Maintenance $0 $5,000 1 $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 FY 2023- of Santa Ana Business 24. License Tax Software Calendar Year 2024 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency Only] iNovali Interface with City o Santa Ana Community Development 31)i 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 @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 1 $1,328 1 $10,178 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount Calendar Year 2024 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 1 $10,178 ...........!Contingency On y.�............ ...................................................................................................................................................................... iNovalr Integration into City of Santa Ana Land Management System Calendar Year 2025 Annual Support & Maintenance $0 $5,000 $5,000 Contingency Only] .................... iNovah Integration into City FY 2024- of Santa Ana Zoo Ticketing 25 System Calendar Year 2025 Annual Support & Maintenance $0 $5,000 $5,000 [Contingency O l ........................... 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 On1X� ........................... iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2025 Annual Support & Maintenance $0 1 $5,000 1 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal .Year. Activity Description Contracted Compensation Additional Maximum Compensation Amount Contingency Amount [Contingency Only] - iNovah Interface with City o Santa Ana Community Development 31)i Systems for Rental Registry Fees Calendar Year 2025 Annual FY 2024. Support & Maintenance $0 $5,000 $5,000 25 Calendar Year 2025 (January -June) Send -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee rr $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2025 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction - Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 1 $10,178 ............lConti!Ye .Onlyj...I....... ... FY 2025- iNovah Integration into City 26 of Santa Ana Land Management System Calendar Year 2026 Annual Support & Maintenance $0 $5,000 1 $5,000 ............Continency OtdA........... iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2026 Annual Support & Maintenance $0 1 $5,000 1 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ann EMV Services Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year Amount Contingency Amount �Con[inSency.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 1 $5,000 FY 2025- 26 [Contingency Only] iNovah Interface with City o Santa Ana Community Development 31)i Systems for Rental Registry Fees Calendar Year 2026 Annual Support & Maintenance $0 $5,000 $5,000 Calendar Year 2026 (January -June) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2026 (July -December) FY 2026- Semi -Annual Gateway 27 Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device 1 $8,850 1 $1,328 1 $10,178 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Year Activity Description - Contracted Compensation Amount Additional Contingency Maximum compensation Amount - ................ ..................................................................................................................................................................... iNovah Integration into City of Santa Ana Land Management System Calendar Year 2027 Annual Support & Maintenance $0 $5,000 1 $5,000 �Contin�eMy. Only] ........................... iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2027 Annual Support & Maintenance $0 $5,000 1 $5,000 �Con[ingency 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 �Contin�ency 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 o Santa Ana Community Development 3Di Systems for Rental Registry Pees Calendar Year 2027 Annual Support &Maintenance $0 $5,000 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year. Amount Contingency. - Amount Calendar Year 2027 (January -June) FY 2026- Semi -Annual Gateway 27 Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2027 (July -December) Senri-Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 1 $10,178 ........... IContimEal smy.1........... ..................................................................................................................................................................... 1Novah Integration into City of Santa Ana Land Management System Calendar Year 2028 Annual FY 2027- Support & Maintenance $0 $5,000 1 $5,000 28 [Continency Only iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2028 Annual Support & Maintenance $0 $5,000 1 $5,000 [Continency 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 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services .Fiscal Contracted Compensation Additional Maximum Year ti Activity Descripon Amount Contingency Compensation Amount .........._ iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2028 Annual Support & Maintenance $0 $5,000 1 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community FY 2027- Development 31)i Systems 28 for Rental Registry Fees Calendar Year 2028 Annual Support & Maintenance $0 $5,000 $5,000 _ Calendar Year2028 (January -June) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10,178 Calendar Year 2028 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 FY 2028- per Device $8,850 $1,328 1 $10,178 29 [Conlin&ency Onlyl........--. iNovah Integration into City of Santa Ana Land Management System Calendar Year 2029 Annual Support & Maintenance $0 1 $5,000 1 $5,000 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year Amount Contingency Amount �Contin�ency.Only] ........................... Wovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2029 Annual Support & Maintenance $0 $5,000 1 $5,000 ...........I ........... iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs, Reservation System Calendar Year 2029 Annual Support & Maintenance $0 $5,000 $5,000 ........... .,,,.,,,... iNovah Integration into City FY 2028 of Santa Ana Business 29 License Tax Software Calendar Year 2029 Annual Support & Maintenance $0 $5,000 1 $5,000 [Contingency Only] iNovah Interface with City o 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 @ 350 per Transaction Plus Semi -Annual Device Management Fee rr $2.50 per Device 1 $8,850 1 $1,328 $10,178 10 EXHIBIT B Maximum Fiscal Year Compensation Table - Santa Ana EMV Services Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2029 (July -December) FY 2029- Semi -Annual Gateway 30 Transaction Payment Processing Fees @ 350 per Transaction Plus Semi -Annual Device Management Fee @ $2.50 per Device $8,850 $1,328 $10, 178 Subtotal Sabtotal Grand Total $202,780 $J62,252 $765,032 11 SYSTEM —0 �140, LL 1( e - ] v 1 Additional Service Request Santa Ana, City Deal# 12532572486 Mar 14, 2023 Santa Ana - File Export for Rental Registry System This additional service request is an addendum to the existing agreement between Santa Ana, City ("Organization") and System Innovators, a Division of N. Harris Computer Corporation. Component Price ( USD) Discount Subtotal Software License File Export Custom Export -Rental Registry Payments $10,000.00 -$5,000.00 $5,000.00 File Import Custom Import Scheduler $10,000.00 -$5,000.00 $5,000.00 Professional Services Professional Services Custom Import Scheduler $19,360.00 $0.00 $19,360.00 Professional Services Custom File Export Rental Registry Payments $19,360.00 $0.00 $19,360.00 Software Maintenance File Import Maintenance $2,500.00 $0.00 $2,500.00 File Export Maintenance $2,500.00 $0.00 $2,500.00 Subtotal $53,720.00 Total (USD) $53,720.00 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 1 100% of License Fees due on contract signature $10,000.00 2 100% of Project Initiation Phase Due on Phase Start $3.872.00 3 100% of Analyze and Design Phase Due on Phase Start $7,744.00 4 100% of Development Phase Due on Phase Start $17,424.00 5 100% of Testing Phase Due on Phase Start $5,808.00 6 100% of Deployment PhaseDue on Phase Start $1,936.00 7 100% of Transition Phase Due on Phase Start $1,936.00 8 Annual Support and Maintenance Due 30 days after Go -Live (*) $5,000.00 Payment Milestones Totals $53,720.00 " Annual Support and Maintenance Fee will be prorated from Go -Live until the next Annual Renewal Period. Signature Block By signing below, Santa Ana, City authorizes System Innovators to proceed with the efforts necessary to perform this work. This offer expires 90 days from Mar 14, 2023 Santa Ana, City by its duly authorized representative: Kristine Ridge, CityManager System Innovators, by its duly authorized representative: Ken Urquhart Vice President, Sales and Marketing 2023-03-16 Appendix A 3Di Systems' Rental Registry System payments taken through the web will be imported into iNovah using a custom import file format that is to be determined. The file format must contain enough detail to allow the imported payments to be later exported to the finance system using the existing iNovah GL export. The iNovah import process will include an import scheduler to help automate this process. In turn, Rental Registry payments taken over the counter, through iNovah Cashier, will be scheduled for export so they are also posted back to 3DI Systems. inno�vaLs " Summary Statement of Work Santa Ana - File Export for Rental Registry System This Statement of Work ("SOW') is subject to all terms and conditions of the existing "SOFTWARE IMPLEMENTATION SERVICES AGREEMENT" (the "Agreement") between Santa Ana, City("Organization"), and System Innovators, with an Effective Date of this document. The parties have entered into the Agreement for the provision of certain services and deliverables to Organization. All terms of the Agreement are incorporated herein by this reference. In the event of a conflict, the terms of the Agreement control over the terms of this SOW. The Organization has requested the following professional services to implement iNovah®. System Innovators will use its extensive cashiering experience, knowledge and industry expertise to facilitate the implementation and delivery of software and services for the Organization as defined within this SOW. System Innovators will work closely with the Organization to manage the SOW and ensure success of the overall project. The Services described in this SOW are based on a list of documented assumptions which have a direct correlation to project scope and duration. Changes to project scope and/or duration effectively alter this SOW and will be processed in accordance with the Project Change Control ("PCR") procedure as described herein. iNovah Module Description Component Type iNovah Integrations Import Scheduler and Export Export Project Deliverables Deliverable Description Project Kick -Off Initial meeting to introduce project team members, objectives, and next steps iNovah Project Plan Implementation Project plan Assessment Workshop A series of discovery meetings to identify business requirements. iNovah Integration Specification Documented requirements for iNovah configuration and integration development Development of iNovah Integrations Delivery of in scope iNovah Integrations per specifications Deliverable Description Unit and System Testing Integration and User Acceptance Testing Production Support Remote support at production go -live 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. Project Phase Activities System Innovators' and the Organization will be responsible for completing the following activities. Activity Service Responsibility All Phases System Innovators Organization ! Shared Overall Project Management X Overall Change Management 1 X ....................................................................................................................................................................................................... Managing all System Innovators personnel assigned to the ................... .............. ...... ......................... .:....... ..................... .......................... !.................... ............... X project i.............................................................................................................................................................................................................................................................................................................................. Managing all Organization's personnel assigned to the ................................... i X project ............. ........... ........................................................ ....._........_.....__.................. ........... l j.........! ........................................................................ Managing Organization's Vendor resources; including ... ............ ...... ...._..-.___.i................................... X . escalation Coordinating schedule changes with the System Innovators X project manager Managing the project schedule and reporting variances X Managing the activities assigned to Organization in this X Sow Coordinating and participating in project related calls and X meetings Providing weekly progress reports to the Organization's X Project Manager Reviewing and providing feedback on weekly progress X reports .................................... ...... .................................. .............. ........................... .. .. ........... ............... Managing the activities assigned to the Organization in this x SOW ...... .............................. . . ........................ .............. .............................. Coordinating delivery of all Hardware and Software ...................... .... .... ...... .................. ................... ................ ................ ............... ................................ . x .. .. .............. Computer network connectivity between all personal .... .... ................... .................... .............. .......... ......... .... ............. x computers, servers and other computers where interfaced applications reside ........... ........... ... ....... .................... ........ ............ Initiate Phase ....................... . ..... . ......... .. ................. .............. ..... . . . . ...... .......... . ....... System Innovators Organization Shared Finalize System Innovators resource plan and deploy ...... ....... . .. . .. ........ .. . ... .... x resources .................... ... ..................... ......................... ........ ............................ ............ .. ............ Finalize the Organization's resource plan and deploy . ... ....... ........... .. .. .. .. .......................... .... . .......... - .... .................................... ........ .............. x resources .. ............................ ......... ............ .. . .... .. ...... ........ Coordinate the project kick-off meeting .......... ............. ................ ........................ ............ .... .. .............. .. ... ................. ............. .. ................ x ..................................... Define project governance structure and align .. ..... ..... . .. ........................... .. ....... ............ ............ ................... x implementation methodology . . .... . .... - . .......... .. . ... . .............. ................... ................. ........ .............. ............. Share Organization's Project Plan, if applicable. (i.e. ............ ................. ............... .......... ....... ...... .......... x iNovah rollout in conjunction with EPR deployment) .............. ........... .. ........... ................ Create the iNovah Project Plan . ........... ......... ........... ............. ........... x ............. .......... .............. .................. Conduct Kick-off Meeting ................................. ............ ................................. ................................ ............. .................. ............... ...... . . .. ... ...... x .................. Schedule resources and manage logistics for Assessment ...................... .. ......... .. .. .... ...... ........... ..................... ........................... .. ... ... .. ... . . . . ...... x Workshop per agreed upon schedule ................ .................... - ........................ z Peripheral hardware, identified in this Agreement, delivered ....... .......... .. ............................. .............. ... . x to Organization's facilities ............ .......... - . . .............. ............... Analyze & Design Phase .......... . ....... . .......... ................. . ..... ... .. .................. .... .. System Innovators Organization Shared Lead workshops to gather design decisions ... ....................................... .. ....... . ............ ..... ....... ..................... ... ........ - ............ ............. ............... ......... ... x ..... .. .. .... .................... ........ .................................................. ............... ............. ...................���.���������...��,.���....,...�������.,,,..�����������...���.�����............���I-II.I..,.IIIIII..................... ........... ,......... ......... .... ....... ..................................................... .......................,,�� Ensure appropriate Organization representation in j X workshops i......................... ....................................... ........................................................... .................. ....,................... .... ........................ i............. ............... ......... ........ ......... .................._.... ................................... i Make key design decision decisions around process and i X configuration ............ .............................. .................................. ............................ ............... ............................ ....................................... ...... .1..................... ........................................ ........... i.............................. ........... Coordinating delivery of all hardware and software with the X Organization Verifying acceptance of all delivered products and services ............................._.................................................... ..................... X .... ............................................. ....... .........................._......................_ Coordinating the collection of information for tailoring, .......... ............................... ..._........................._................. _............. ........ ............. ......... X customization and configuration requirements ................. ... .................................................... ......................................... ...................... ...................................... ...................'............... Provide documented Acceptance Test Plan ........... ......................................................... .................................. ............ ...... ...................................... .... ................................ X ; ....... .............. .......................... ........................_>.......................................... Reviewing an Acceptance Test Plan provided by the ......... .................. ... X Organization ..... ................ ..................................._............................................................_...._...................................._........._........ ...._.....................__............._.....s._...........__........... Provide the business process requirements for iNovah X solution Document Integration Specification X .. .............. .................. ...........__.. .....,,..................... ....... Develop Phase ............... System Innovators ` Organization ! Shared Modify software routines within iNovah to call interface X routines included in the Integration specifications Input all parameters in iNovah maintenance tables and X configuration files required to create the configuration Provide Integration specifications for each integration X ....................................................................................................................................................................................... Design and code other custom features for iNovah as ........................................:.:...................1.....................,.....................,... .,....................... X defined in the Integration specifications i Design and code callable interface API to retrieve the ................................... X Organization's account information from existing applications Design and code callable interface to support post payment X information to the Organization's accounts for batch interfaces .......... ............. ................................................................ ..... ,.......... Test Phase . ................. ................ ............ System Innovators Organization Shared Install all Organization provided hardware and software for X testing and verify that the environment is working properly Work with the Organization during acceptance testing ................................................................................ X s... ............................................................. ..._..................... ..__.......... Verify that all Hardware and Software is properly installed at ........................................................ .................................................... ................ .............. .. X j the Organization's facility and ready for acceptance testing Unit test each modification to iNovah X Perform unit tests on the delivered version of iNovah to X ensure that the system performs standard functions as expected and meets all requirements included in the Integration specifications Coordinate testing activities with the Organization's X personnel and third party contractors/vendors Perform all tests documented in the Acceptance Test Plan X Assist the Organization in performing the Acceptance Test X Plan Document and manage any deficiencies found during X acceptance testing : ..................................... ................. ................... .................. ........................................................................................................ ............................... .............. .... ............ .......... :....... .............. .................................€.......... .................._.... i ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Maintain issues list for all iNovah defects reported during X ............,,,,,,.....,.,,..., ,., ...........................,, the testing phase Review the results of acceptance testing and correct X documented deficiencies ......................................... ......................... ....................... .......................................................... .............................................. Retest corrected defects ....................... .................................... ...........:. ............. .......... .............................. ........................ ....... .... X Acceptance of Solution I. X Deploy Phase ' ........................ System Innovators Organization Shared Update the Integration specifications to reflect modifications X I to requirements and/or configurations Finalize the production roll out schedule ............................................. .................. ............. X ..... ...._...........................................,..............................._.......... Install all computer hardware and software for the j .............................................................. X production i Verify that all hardware, software and networks are working X properly Assist the Organization in troubleshooting installation X problems related to installing iNovah in production environment Ensure that all staff members are appropriately trained X Verify acceptance of first production use of iNovah X Assist with any support or retraining issues that arise X Assist the Organization in monitoring the performance of X iNovah and identifying any deficiencies .... .... ................ .............. ............ .. ............ Transition Phase .................. ........._. System Innovators ............ ......_. ........ ..................... _...... Organization Shared i 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. Project Change Control Process A defined process for controlling scope issues and change requests must be in place and followed to help ensure that proper visibility is given to change requests and any associated approvals required. Items that modify the scope of work will be reviewed by the System Innovators Project Manager to determine if there is an impact to the cost or timelines for this project. Out of scope services will be charged as outlined in Professional Services Rate Card listed within this SOW. Any change must be documented in a mutually executed Change Control Work Order. The following change control procedure shall apply to this SOW: 1. Project Resource(s) identify new or change in requirements and escalate to the respective Project Manager. 2. System Innovators and Organization's Project Managers work together to gather required information to determine if a Change Order is required. 3. Project Managers determine if a Change Order is valid 3.1. If no, Project Resources will be informed, and the change management process ends. 3.2. If yes, System Innovators Project Manager will facilitate the creation of the Change Order and promptly provide it to the Organization's Project Manager. 4. Organization Project Manager will review the proposed Change Order, with Organization resources, for content and completeness, and accuracy. 5. If proposed Change Order requires changes, Organization's Project Manager and System Innovators Project Manager will collaborate to consider necessary modifications. 6. Change Orders must be reviewed and approved by the Contract Level of the Project Steering Team. 7. If approved by Project Steering Team, the appropriate authorized Organization signatory may sign the Change Order; provided that notwithstanding anything to the contrary in this SOW, no Change Order shall bind the Organization unless approved expressly and in writing by the authorized Organization signatory or his/her designee. 8. The Organization Project Manager will inform the System Innovators Project Manager and process required paperwork for any executed Change Order. 9. The Organization Project Manager and System Innovators Project Manager will perform administrative project tasks associated to the project and inform the Project Resources accordingly. Deliverable Acceptance Process All completed project deliverables will be reviewed by the System Innovators Project Manager and uploaded to the designated project repository/network folder. The System Innovators Project Manager shall notify the Organization Project Manager. Upon System Innovators' submission of a completed Deliverable, the Organization shall review the Deliverable and approve it or notify System Innovators of the discrepancies and errors found in the Deliverable, within ten (10) business days, unless otherwise mutually agreed to in writing by the Project Managers of both parties. The Organization will have ten (10) business days after submission to review the Business Requirements and Design documents. If the Organization does not provide System Innovators with discrepancies or approval within such ten (10) business day period, then such Deliverables will be deemed accepted. If the Organization requires revisions to the submitted Deliverables, all the required changes shall be collected and consolidated by the Organization Project Manager into one document and provided to the System Innovators Project Manager within the stipulated time period. System Innovators shall then revise the Deliverable or satisfactorily explain the reasons for Accepting the Deliverable "as is." Upon receipt of the revised Deliverable or receiving a satisfactory explanation for the deficiencies identified, The Organization's Project Manager and the System Innovators' Project Manager will mutually agree on the timeframe for acceptance based on the effort required to adequately accept the revised Deliverable. If the Organization does not provide approval or feedback within stipulated time period, the outstanding Deliverable will be raised to the Project Steering Committee as an Issue and follow the Issue Resolution process defined in this SOW. The Deliverable will be deemed as "Unaccepted", and System Innovators will not proceed with the next phase. Project Phase Acceptance Once the Acceptance of all pre -Go Live Deliverables associated with a particular Release of the project has occurred, the Organization shall begin using the Software Components in that Phase for Productive Use ("Go Live Date"), The project will be considered "Accepted" within 30 days of Go -Live; or when reported and logged Severity 1 or Severity 2 defects have been resolved. Severity 3 will be transitioned to Client Services via the Ticket Management System (TeamSupport). Severity Description Definition Severity 1 - Urgent An issue that completely blocks the use of the product for all users is a critical issue. An example would be the iNovah Web Portal is unavailable for all users. Or in some other cases, when the issue blocks the ability to go -live with new functionality. Severity 2 - High A severe issue occurs when the functionality is functioning grossly away from the expectations or not doing what it should be doing. An example could be: The inability to void transactions within the entire system. When severe, multiple, if not all, users are impacted, however, the system overall is not down and has some operations available. Severity 3 - Medium A moderate issue occurs when the product or application exhibits some unnatural behavior, however, the functionality as a whole is not impacted. For example, in the inability to void transactions from above, a moderate issue would occur when the inability to void a transaction only affects one user. Severity 4 - Low A minor issue occurs when there is almost no impact to the functionality, but it is still a valid issue that should be corrected. Examples of this could include spelling mistakes in error messages printed to user or issues to enhance the functionality of the product/feature. Issue Resolution Process Certain technical and/or project -related problems or issues may arise, and that such matters shall be brought to the Organization's attention. Problems or issues shall normally be reported in regular status reports or in -person meetings. However, there may be instances where the severity of the problem justifies escalated reporting. To this extent, System Innovator's Project Manager will escalate the problem or issue to the Organization's Project Manager. The Organization's Project Manager will determine if the problem or issue must be escalated to the Project Sponsor or the Project Steering Team. The System Innovators' Project Sponsor Manager has the appropriate authority to represent System Innovators for all contract -related issues. The proposed escalation levels for the Organization's and System Innovators include, but are not limited to, the following: System Innovators 1. First level, the System Innovators Project Team. 2. Second level, the System Innovators Project Manager/Business Analyst. 3. Third level, the System Innovators Vice President of Operations. 4. Fourth level, the System Innovators Executive Vice President. Organization 1. First level, the Organization's Project Team. 2. Second level, the Organization's Project Manager. 3. Third level, the Organization's Project Sponsor. 4. Fourth level, Organization's Project Steering Team Professional Services Rate Card Role Rate Project Manager $220.00 / Hour Software Developer $220.00 / Hour Application Consultant $180.00 / Hour Trainer $180.00 / Hour A�® CERTIFICATE OF LIABILITY INSURANCE 71T2 9/2024 /YYYY) 9/2 0 2 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Canada Limited NAME: PHONE 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C,No Ext: FAX No): Toronto,ON,M5J OA8 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 02165922-sndrd-GAWUP-24-25 Harris INSURERA: Federal Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: Great Northern Insurance Company 20303 System Innovators INSURERC: ACE American Insurance Company 22667 5265 Rockwell Drive NE INSURER D Cedar Rapids,IA 52402 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-03 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 9950-48-39 EUC 09/27/2024 09/27/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X� OCCUR DAPREMISESMAGE TOEa RENTEo D ccurrence $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7360-03-97 09/27/2024 09/27/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ X OWNED rx SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LAB X OCCUR 9365-24-30 09/27/2024 09/27/2025 EACH OCCURRENCE $ 2,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION 71764342 09/27/2024 09/27/2025 PER oTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N 1,000,000 ANYPROPRIETOR/PARTN ER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability D01813225 09/27/2024 09/27/2025 Limit 10,000,000 Tech E&O&Cyber SIR-$5M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re:Project Number:A-2023-013-02,Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD PROVED FLuisa Najera at 8:33 am,Feb 03,2025 AGENCY CUSTOMER ID: CN102165922 LOC#: Canada ACOOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Canada Limited Constellation Software,Inc.and System Innovators POLICY NUMBER 5265 Rockwell Drive NE Cedar Rapids,IA 52402 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Crime Policy#8222-7301 Carrier Name-Chubb Insurance Company of Canada Policy Term-09/27/2024-09/27/2025 Deductible-$500,000 Limit:$5,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: (24) 7360-03-97 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form, This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. HOWEVER, NO SUCH PERSON OR ORGANIZATION IS AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE "WHO IS AN INSURED" SECTION OF THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 C Insurance Services Office, Inc.. 2011 Page 1 of 1 CH U B B0 Liability Insurance Endorsement Policy Period SEPTEMBER 27,2024 TO SEPTEMBER 27,2025 Effective Date SEPTLMBER 27,2024 Policy Number 9950-48-39 EtIC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL,INSURANCE COMPANY Date Issued OCi'OBER 15,2024 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Addiilonal Insured-Scheduled Person Or organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBBO Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance, Conditions Other insurance-- If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized RepresentativeQ .__' Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Pare 2 C H U B B0 Policy Conditions Endorsement Policy Period SEPTFMBER 27,2024 TO SEPTEMBER 27,2025 Effective Date SEPTEMBER 27,2024 Policy Number 9950-48-39 EUC Insured CONSTELLATION SON(WARE,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 15,2024 This Endorsement applies to the following forms; COMMON POLICY CONDrl'IONS Under Conditions,the following condition is added. Conditions Notice Ot Cancellation When we cancel this policy for any reason,other than non-payment of premium,we will notify To Scheduled Persons persons)or organizations)shown in the Schedulc at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s)or organization(i)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule Persons)or Organization(s): DEVE OF WATER&POWER RISK MANAGEMENT SECTION,RM.465 Address: 111 N.HOPE ST. LOS ANGELES,CA 90012 Persons)or Org aniz atio n(s): CITY OF CARROLUFON Person(s)or Organization(s): CITY OF ANN ARBOR C/O:MYCOI Address: 1075 BROAD RIPPLE AVE,StJffE 313 INDIA.NAPOLIS,IN 46220 Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment OfPremiumJ continued Form 80-02-9779(Ed.3-1 f) Endorsement Page 7 Conditions (continued) Person(s)or Organization(s): HFTC: HOUSING TRUST FUND CORPORATION,ATIMA Address: 25 BEAVER STREET NEW YORK,NY 10004 Person(s)or Organization(s): DHCR: NEW YORK STATE DIVISION OF HOUSING AND Address; COMMUNITY RENEWAL(DCHR) HAMPTON PLAZA 38-40 STATE STREET ALBANY,NY 12207 Person(s)or Organization(s): SIXTH STREET SPECIALTY LENDING,INC.AS ADMINISTRATIVE AGENT,AND ITS SUCCESSORS AND ASSIGNS Address: 888 SEVENTH STREET,35TH FLOOR NEW YORK,NY 10106 Person(s)or Organization(s): THE CITY OF SANTA CLARA CIO INSURANCE DATA SERVICES INSURANCE COMPLIANCE Address: PO SOX 100085 DULUTH,GA 30096 Person(s)or Organization(s): HAMILTON COUNTY BOARD OF COMMISSIONERS CIO:MYCOI Address: 1075 BROAD RIPPLE AVE, STE 313 INDIANAPOLIS,IN 46220 Person(s)or Organization(s): JACKSON ENERGY AUTHORITY 250 NORTH HIGHLAND AVE Address: JACKSON,TN 38301 Person(s)or Organization(s): BANK OF MONTREAL Address: 100 KING STREET WEST, 18TH FLOOR TORONTO,ON M5X 1 A 1 CANADA Person(s)or Organization(s): TOWN OF GREENWICH DIRECTOR OF PURCHASING&ADMINISTRATIVE SERVICES Address: 101 FIELD POINT ROAD GREENWICH,CT 06830 Notice Of Canceflatlon To Scheduled Parsons OrOrganizatlons Policy Conditions (Except Non-Payment Of PremiumJ continued Form 60-02-9779(Ed.3-1 iJ Endorsement Page 2 C H U B B" Policy Conditions Endorsement Effective Date SEPTEMBER 27,2024 Policy Number 9950-49-39 ETJC Persons)or Organization(s); RGRTA PROCUREMENT DEPARTMENT 1372 EAST MAIN STREET Address; ROCHESTER,NY 14609 Person(s)or Organization(s), THE PORT AUTHORITY OF NY&NJ ATTN:PROCUREMENT DEPARTMENT Address, ONE MADISON AVENUE,7TH FLOOR NEW YORK,NY 10010 Person(s)or Organization(s), VALLEJO CITY UNIFIED SCHOOL DISTRICT Address; 665 WALNUT AVENUE VALLEJO,CA 94592 Persons)orOrganization(s); WELLS FARGO BANK,NATIONAL ASSOCIATION AS AGENT AND ITS SUCCESSORS AND10R ASSIGNS Address, 125 HIGH STREET BOSTON MA,02110 Person(s)or Organization(s), THE CITY OF RANCHO CUCAMONGA,ITS ELECTED OFFICIALS, OFFICERS,EMPLOYEES,SERVANTS,VOLUNTEERS AND AGENTS Address; SERVING AS INDEPENDENT CONTRACTORS IN THE ROLE AGENCY OFFICIALS 10500 CIVIC CENTER DRIVE RANCHO CUCAMONGA,CA 9030 If you arc obligated,pursuant to a written contract or agreement,to provide person(s)or organization(s)with notice of cancellation,then we will notify such person(s)or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and,if available,e-mail address of the person(s)or organization(s). All other terms and conditions remain unchanged. Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of PremiumJ Continued Form 80-02-9779(Ed.3-11) Endorsement Page 3 Conditions (continued) authorized Representative Notice OfCancellagon To Scheduled Parsons OrOrganizagons Policy Conditions (Except Non-Payment Of PremiumJ last page Form 60-02-9779(Ed..3-1 iJ Endorsement Page 4 Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE, INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number:(25)7176-43-42 Policy Period Effective Date of Endorsement 09-27-2024 TO 09-27-2025 09-27-2024 Issued By(Name of insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D. Cancellation of Part Six, the time period is amended as follows: We may cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 14 days before the effective date of cancellation if we cancel for non-payment of premium; or 2. 94 days before the effective date of cancellation if we cancel for any other reason. B. Under Part Six- Conditions of the policy, the following is added: Notice of Nonrenewal When we do not renew this policy, we will mail or deliver to you written notice of the non renewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in item 1 of the Information Page will be sufficient to prove notice. State Exceptions California Not Applicable Authorized Representative WC 99 06 46(Ed.6-11) Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number:(25)7176-43-42 Policy Period Effective Date cf Endorsement 0927-2024 TO o9-27 2a25 09-27-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D. Cancellation of Part Six, the time period is amended as follows: We may cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 10 days before the effective date of Cancellation tf we cancel far non-payment of premium; or 2. 90 days before the effective date of cancellation if we cancel for any other reason. B. Under Part Six-Conditions of the policy,the following is added: Notice of Nonrenewal When we do not renew this policy,we will mail or deliver to you written notice of the nonrenewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. State Exceptions Califomia Not Applicable Authorized Representative WC 99 06 46(Ed.6-11) Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. APPROVED By Luisa Najera at 8:34 am,Feb 03,2025 Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE, INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number: (25)7176-43-42 Policy Period Effective Date of Endorsement 09-27-2024 TO 09-27-2025 09-27-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS . For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent APPROVED By Luisa Najera at 8:31 am,Feb 03,2025 WC 00 03 13(11/05) ©Copyright 1983-2017 National Council on Compensation Insurance, Inc.All Rights Reserved. A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7TE1/2025IYYYY) 1/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Canada Limited NAME: PHONE FAX 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C,No Ext: A/C,No Toronto,ON,M5J OAS E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 02165922-sndrd-GAWUP-25-26 Harris INSURERA: Federal Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: ACE American Insurance Company 22667 System Innovators INSURERC: XL Specialty Insurance Company 37885 5265 Rockwell Drive NE INSURER D Cedar Rapids,IA 52402 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-13 REVISION NUMBER: 30 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 9950-48-39WUC 09/27/2025 09/27/2026 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES(Ea."; Ea occrre... $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 1,000,N 000 OTHER: $ A AUTOMOBILE LIABILITY 7360-03-97 09/27/2025 09/27/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ X OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) $ A X UMBRELLALIAB X OCCUR 9365-24-30 09/27/2025 09/27/2026 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 71764342 09/27/2025 09/27/2026 PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability US00158150EO25A 09/27/2025 09/27/2026 Limit 10,000,000 Tech E&O&Cyber SIR 2,500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Project Number:A-2023-013-02,Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability,Auto Liability and Worker's Compensation. Digitally signed TU Tran by Tu Tran Nguyen Nguyen0092826-0800? APPROVED By Tu Tran Nguyen at 9:28 am,Nov 12,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:FMSA-Treasury THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-13 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE of Marsh USA LLC @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102165922 LOC#: Canada ACCOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Canada Limited Constellation Software,Inc.and System Innovators POLICY NUMBER 5265 Rockwell Drive NE Cedar Rapids,IA 52402 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Crime: Carder:Chubb Insurance Company of Canada Policy No.:8222-7301 Policy Dates:09/27/2025-09/27/2026 Deductible-$500,000 Limits: $5,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CH us B° Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 W[]C Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILrrY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are hmreds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an inured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Uabf ,lrr zvanw AAAW,, 11--4-Q.h.A d.d 0 ,e,,.,rkn, M—m „ wn nuad nne-r m .. r n-ss c r.....,...--4 a 4 CHusso LiLbiiity J=nuurvemenr (co tinuec.) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primar-v insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization, Schedule CITY OF SANTA ANA,ITS CITY COUNCIL,OFFICERS,OFFICIALS, EMPLOYEES,AGENTS AND VOLUNTEERS 20 CIVIC CENTER PLAZA ROSS ANNEX,M-21 SANTA ANA,CA 92702 All other terms and conditions remain unchanged. Authorized Representative 'iability 1r18urarive ---- vrrrr POLICY NUMBER: (25) 736©-03-97 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wrth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Constellation Software, Inc. Endorsement Effective Date: 09-27-2025 to 09-27-2026 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS FOR WHICH. YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO WAIVE YOUR RIGHTS OF RECOVERY YOU WOULD OTHERWISE HAVE AGAINST SUCH PERSONS OR ORGANIZATIONS FOR "LOSS" TO WHICH THIS INSURANCE APPLIES. Information required to complete this Schedule if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 441013 @ Insurance Services Office, Inc., 2011 Page 1 of 1 C H U B B° Policy Conditions Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS The following changes are made as respects exposures in the state of Iowa. Under Conditions,the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: Conditions Cancellation A. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. B, We may cancel this policy by mailing or delivering to the first named insured and any loss payee advance written notice of cancellation at least: 1, 30 days before the effective date of cancellation if we cancel due to loss of reinsurance,subject to subparagraph D.f.;or 2. 10 days before the effective date of cancellation if we cancel for any other reason. C. Cancellation of policies in effect for less than 60 days. If this policy is a new policy and has been in effect for less than 60 days we may cancel for: 1, loss of reinsurance,subject to subparagraph D.6.;or 2. any other reason. Policy Conditions Iowa Mandatory—Cancellation And Nonrenewal continued Form 80-02.9766(Ed.8•04) Endorsement Pape 1 +Condffions Cancellation D. Cancellation of policies in effect for bQ drays or more. (continued) If this policy has been in effect for 60 days or more or if this policy is a renewal of a policy we issued,we may cancel only for one or more of the following reasons: 1. nonpayment of premium; 2. misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy,or in presenting a claim under the policy; 3. acts or omissions by you that substantially change or increase the risk insured; 4. determination by the commissioner that the continuation of the policy will.jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; S. you have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition;or b, loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured,but only if the commissioner determines that such cancellation is justified. E. We will mail or deliver our notice to the first named inswred's and any loss payee's last mailing address known to w&Notice of cancellation will state the specific reasons for cancellation. F. Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. G. If this policy is canceled,we will send the fast named inured any premium refund due.If we cancel,the refund will be pro rats. If the first named insured cancels,the refund may be less than pro rata.The cancellation will be effective even if we have not made or offered a refund. H. If notice of cancellation is mailed,a post office department certificate of mailing is proof of receipt of the notice. If cancellation is for nonpayment of premium,a certificate of mailing is not required. Nonrenewal If we decide not to renew this policy,we will mail or deliver written notice of nonrenewal to the first named insured and any loss payee at least 45 days before the expiration date. We will mail or deliver our notice to the first named insured's and any loss payee's last mailing address known to us.If notice is mailed,a post office department certificate of mailing is proof of receipt of the notice. All other terms and conditions remain unchanged Authorized Representative _D7 Policy conditions Iowa Mandatory—Cancellation And IVonrsnewal last page Form 80-02-6766(Ed.8-04) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Recovery Against Others,the following provision is added. Conditions Trans of Waiver of Rights of Recovery Against Others However,we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for injury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH WAIVER AS IS AFFORDED BY THIS ENDORSEMENT. All other terms and conditions remain unchanged. Auttrorized Representative �c �a�t� � i L"ity Insurance COND-WAIVER OF TRANSFER OF RIGHT OF RECOVERY last gage Form 84-02-2373(Ed.4-94) Endorsement Page I Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Data of Endorsement 09-27-2025 TO 09-272026 09-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the data issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D.Cancellation of Part Six, the time period is amended as follows: We may Cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 10 days before the effective date of cancellation if we cancel far non-payment of premium; or 2. 90 days before the effective date of Cancellation if we cancel for any other reason. B. Under Part Six-Conditions of the policy,the following is added: Notice of Nonrenewal When we do not renew this policy,we will mail or deliver to you written notice of the nonrenewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. State Exceptions Califomia Not Applicable Authorized Representative WC 99 08 45(Ed.6-11) Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Date of Endorsement M27-2025 TO 09-27 2026 05-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise slated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover Our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or Organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT,TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications.According to Section 287.150(6)of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Aot{K.S.A.. 16-1801 through 16-1807 and any amendments thereto] and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13(11105) 0 Copyright 1963-2017 National Council on Compensation Insurance,Inc.All Rights Reserved.