Anaheim City Council
January 24, 2023

ORIGINAL
AGREEMENT .A61l..-' , , 54
This Agreement and all Exhibits attached hereto ("Agreement") is made and entered into "7 ;:7 /t & ("Effective Date") by and between KUBRA America West, Inc., a California Corporation ("Contractor"), and the City of Anaheim, a municipal corporation ("Anaheim"). Contractor and Anaheim are sometimes individually referred to as a "Party" and collectively referred to as the "Parties." In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as follows:

I. DEFINITIONS

1. "Acceptance" means Anaheim's acceptance of the Solution in the manner set forth in Exhibits 1,3, and 4.

2. "Anaheim Functional Matrix" means the document that contains the Anaheim functional and technical requirements to be delivered by Contractor as part of the Solution. This matrix is fully set forth in Exhibit,4, , 3, "Confidential Information" means, with respect to a Party hereto, all information or material which is either (1) marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or identification, or (2) known by the Parties or of the type that is typically to be considered confidential and proprietary. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished on or after the Effective Date by one of the Parties or its Representatives ("Representative" is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or consultant of either of the Parties or, their subsidiaries or affiliates) to the other Party or to its Representatives, and specifically includes but is not limited to Anaheim's individually identifiable Anaheim information, Anaheim's customer usage data and financial data, Anaheim's customer information, the Contractor Technology and related Documentation, the Third Party Platform and related Documentation. In addition, Confidential Information includes all documents, including drafts, preliminary drawings or plans, notes, ideas and communications that Anaheim provides to Contractor, unless Anaheim authorizes, in writing, the release of said information.

4. "Contractor Technology" means all of Contractor's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information and any and all derivatives and modifications thereof) which Contractor shall provide to meet the requirements of Exhibits 1, 3, and 4. Contractor Tecimology includes any third party technology which is used in or with the Contractor Technology.

5. "Deliverable" or "Deliverables" means a Solution component that includes Implementation Services and is prepared specific for the Project for the delivery of the Solution but does not include the Contractor Technology or the Third Party Platform, Any and all Deliverables must meet the requirements of Exhibits 1,3, and 4,

6. "Documentation" means with respect to (1) the standard user-oriented instructions and related materials for the use of the Contractor Technology in a form distributed by Contractor generally to its clients, together with updates, modifications and enhancements thereto; and (2) the standard user-oriented instructions and related materials for the use of the Third Party Platform in a form distributed by Contractor generally to its clients, together with updates, modifications and enhancements thereto.

7. "Go-Live" means the date on which the Solution is operating in accordance with the requirements of Exhibits 1, 3, and 4.

8. "Implementation Services" means the services to be provided by Contractor to implement the Solution as further described in Exhibit 1, 3, and 4.

9. "Kiosk Services" means an integrated bill payment kiosk solution, including the Third Party Platform, that will accept cash, check, and debit/credit cards.

10. "Project" means the replacement of the existing payment processing system with the Solution.

11. "Solution" means the combination of the Contractor Technology, including its electronic invoice presentment and pay processing infrastructure, the Third Party Platform, the Kiosk Services, and all other associated services and Deliverables that is delivered to meet the requirements of the Exhibits 1,3, and 4.

12. "Statement of Work" or "SOW" means the Statement of Work and its attachments attached hereto and incorporated herein by reference as Exhibit 1.

13. "Support Services" means the support services to be provided by Contractor after implementation of the Solution as further described in Exhibit 2.

14. "Term" means the term of this Agreement as set forth in Section III.

15. "Third Party Platform" means the third party software technology and equipment (and any and all derivatives and modifications thereof) used to provide the Kiosk Services as described in Exhibits, 1,3, and 4. Third Party Platform includes any third party technology which is used in or with the Third Party Platform. .'
II. SCOPE OF PROJECT/SOLUTION DELIVERY
A. Contractor shall deliver the Solution in accordance with this Agreement, including, all Exhibits, and Contractor shall not be deemed to have successful delivered the Solution (including, any Deliverable) unless Contractor obtains Acceptance. In connection with the foregoing, the successful completion of the Solution means, at a minimum, that the Solution shall be operating in a production environment processing Anaheim's actual data pursuant to the terms of this Agreement.

B. In compliance with all of the terms and conditions of this Agreement, Contractor shall perform the Implementation Services and Support Services. The Public Utilities General Manager or designee may elect to delete any portion of the Implementation Services or Support Services; providing no such deletion may adversely impact the ability of Contractor to provide the Solution and Support Services.

C. Contractor shall perform all Implementation Services and Support Services in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Implementation Services and Support Services. Contractor warrants that all employees and sub-consultants, if any, shall have sufficient skill and experience to perform the Implementations Services and Support Services assigned to them. By performance of the Implementation Services and Support Services, Contractor certifies that the Implementation Services and Support Services conform to the requirements of this Agreement; and all applicable federal, state and local laws. Contractor represents and warrants to Anaheim that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession.

D. Contractor represents and warrants that Contractor: (1) has thoroughly investigated and considered the Solution's performance, Implementation Services, and Support Services to be performed; and (2) has carefully considered how the Solution, Implementation Services and Support Services should be provided.

Should Contractor discover any latent or unknown conditions materially differing from those inherent in the provision of such Solution's performance, Implementation Services and Support Services or as represented by Anaheim, Contractor shall promptly inform Anaheim of such fact and shall not proceed except at Contractor's risk until written instructions are received from Anaheim.

E. Neither Anaheim nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform Solution, the Implementation Services and Support Services required herein, except as otherwise set forth herein. Except as expressly provided herein and the Exhibits, Anaheim shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform the Solution, all Implementation Services and Support Services required herein as an independent contractor of Anaheim and shall remain at all times, as to Anaheim, a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Anaheim. Anaheim shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

F. In consideration for the compensation paid to Contractor by Anaheim, Contractor agrees that Anaheim shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits, and Contractor agrees that it shall not sue or file a claim, petition or application therefore against Anaheim or any of its officers, employees, agents, representatives or sureties.
m. TERM; TIME OF PERFORMANCE; AUTHORIZATION TO PROCEED;

IMPLEMENTATION PROCESS
2 A The Term of this Agreement shall commence on the Effective Date and shall continue for an initial Term of Three (3) years, unless tenninated earlier as set forth in Section XI herein or extend as set forth below. Upon the completion of the initial three (3) year period, the Term shall automatically be extended each year for two (2) additional one-year periods on the anniversary of the Effective Date unless this Agreement has been terminated in accordance with Section XI.

B. Contractor shall perform· and complete the Solution, Implementation Services, and Support Services in accordance with the Exhibits. The failure of Contractor to strictly adhere to the schedule may result in termination of this Agreement by Anaheim.

C. The time period(s} specified for performance of the Implementation Services and Support Services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government priorities, restraint by court order or public authority and action or non-action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including Anaheim, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if Contractor shall within ten (10) days of actual or constructive knowledge of the commencement of such delay notify the Project Director in writing of the causes of the delay. The Project Director shall ascertain the facts and the extent of delay, and shall extend the time for performing the Implementation Services or Support Services for the period of the enforced delay. In the event of delay, however caused, Contractor's sole remedy shall be an extension of the Agreement, pursuant to this Section, and Contractor shall not be entitled to recover damages against Anaheim.

C. Authorization to Proceed. Contractor shall, upon the Effective Date, commence with the procurement and implementation of the Solution. Anaheim's execution of this Agreement constitutes Anaheim's agreement to the terms herein and authorization for Contractor to commence with the procurement and implementation of the Solution.

D. Implementation Process. Each Party shall comply with its respective obligations in connection with the implementation of the Solution as such are further described in the Exhibits.

IV. FEES
A Fees.

1. Implementation Services shall be at no cost to Anaheim; therefore, Contractor shall not seek compensation from Anaheim for these services.

2. Contractor shall invoice Anaheim for the transactions in the per transaction amounts set forth in Exhibit

3. Anaheim shall pay Contractor for those transactions within thirty (30) days of Anaheim's receipt of a monthly invoice. Except as provided in Section IV .Al, the total fees for the transactions shall not exceed One Hundred and Ten Thousand Dollars ($110,000.00) per Term year ("Annual Amount"). The transactions amount shall not increase for the first three years of the Term. For each one-year extension thereafter, Contractor may, in their sole discretion, increase the transaction amounts in Exhibit 3 by no more than 2.5%; provided Contractor provides Anaheim thirty (30) days written notice prior to the commencement of the one-year extension period. T

3. It is understood by and agreed between the Parties to this Agreement that full and complete payment for the Solution, the Implementation Services, and the Support Services shall not exceed the Annual Amount ("Contract Amount") for each year of the Term, except to the extent of any change order made pursuant to Section IV.B.

B. Change Order. The Public Utilities General Manager or designee is authorized to approve additional expenditures not to exceed Forty Thousand Dollars ($40,000.00) per Term Year for Extra Work not included in the Exhibits.
3 1. Contractor or Anaheim may lIutlate a request for Extra Work through a written request called a Change Order Request. The other Party shall review and approve or reject the Change Order Request in a timely manner. After initial approval of any Change Order Request, the Public Utilities General Manager or designee shall review all Change Order Requests, and, so long as the Public Utilities General Manager or designee determines in his sole discretion that the Change Order Requests meets the requirements of this Section IV.B., the Public Utilities General Manager or designee shall approve it and issue a Change Order for the Extra Work.

2. In no event shall Contractor render Extra Work beyond the scope of this Agreement without the prior written authorization of the Public Utilities General Manager or designee.

3. All Extra Work approved in writing by the Public Utilities General Manager or designee shall be billed at either the rates set forth in Exhibits 3 or at a fixed price, at Anaheim's sole discretion. If billed at a fixed price, Contractor shall provide Anaheim with general description of the Extra Work to be performed with a proposed price. At such time as the Public Utilities General Manager or designee has approved the Extra Work, has agreed to a fixed price for the Extra Work, and has notified Contractor of such approval and agreement in writing, Contractor shaH perform the Extra Work.

4. Except for the authority granted the Public Utilities General Manager in this Section, no additional Extra Work beyond the scope of this Agreement shaH be rendered by Contractor unless such Extra Work is first approved by written amendment to this Agreement.

5. As used herein, "Extra Work" means any work that is determined by Public Utilities General Manager to be necessary for the proper completion of the Project, but which is not included within the Exhibits and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

6. Anaheim will pay for Extra Work or those transactions within thirty (30) days of Anaheim's receipt of an invoice from Contractor.

C. In addition to the authority granted by Section IV.B. above, the Public Utilities General Manager or designee is authorized to approve additional or modified services or functionality not included in the Exhibits , if the Public Utilities General Manager or designee determines, in his sole discretion, that these additional or modified services or functionality constitute Cost-Neutral Extra Work. If designated by Public Utilities General Manager, the Project Director may approve Cost-Neutral Extra Work in' accordance with the requirements of this Section IV.C. Notwithstanding the foregoing, this paragraph does not require approval by Anaheim for Contractor to add new functionality to the Contractor Technology as is generally available to their customers.

1. Contractor or Anaheim may initiate a request for Cost-Neutral Extra Work through a written request called a Change Order Request. The other Party shall review and approve or reject the Change Order Request in a timely manner. After initial approval of any Change Order Request, the Public Utilities General Manager or designee shall review the Change Order Request, and, so long as the Public Utilities General Manager or designee determines in his sole discretion that the Change Order Request meets the requirements of this Section N.C, the Public Utilities General Manager or designee shaH approve it and issue a Change Order for the Cost-Neutral Extra Work.

2. In no event shaH Contractor render Cost-Neutral Extra Work beyond the scope of this Agreement without the written authorization of the Public Utilities General Manager or designee.

3. Except for the authority granted the Public Utilities General Manager in this Section, no additional Extra Work beyond the scope of this Agreement shall be rendered by Contractor unless such Cost­ Neutral Extra Work is first approved by written amendment to this Agreement.

4. As used herein, "Cost-Neutral Extra Work" means any additional or modified services or functionality that is determined by the Public Utilities General Manager or designee to be necessary for the proper completion of the Project, but which (1) is not included within the Exhibits; (2) does not impact the Contract Amount; and (3) the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
4 D. All Parties recognize that the continuation of this Agreement after the close of any fiscal year of Anaheim, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such Agreement items as an expenditure in said budget. Anaheim does not represent that said budget item will be actually adopted, said determination being the determination of Anaheim's City Council at the time of the adoption of the budget herein. No penalty shall accrue to Anaheim in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.

V. PROJECT MANAGEMENT
A. Contractor shall designate a Project Manager, who shall coordinate the Solution's performance, Implementation Services and the Support Services. This Project Manager shall be available to Anaheim (on the phone or in person) at all reasonable times during the Term of this Agreement. Contractor will designate a mutually agreeable Project Manager within 30 days of the Effective Date of this Agreement. The foregoing Project Manager shall be responsible during the Term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Project. The foregoing Project Manager may not be changed by Contractor without the express written authorization of the Public Utilities General Manager or the Project Director.

B. Any personnel or sub-contractor, if any, who fail or refuse to perform the Implementation Services in a manner acceptable to Anaheim, or who are determined by the Public Utilities General Manager or designee, in its reasonable sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of Anaheim. This removed individual shall be promptly replaced by Contractor. Contractor agrees that any removal of its personnel or sub-contractor shall not excuse Contractor from the timely performance of the Implementation Services. Contractor warrants that it will continuously furnish the necessary personnel to complete the Implementation Services on a timely basis as required by this Agreement.

C. Contractor shall notify Anaheim, in writing, five (5) days prior to the date of any substitution of Contractor's personnel, except in cases of an emergency or employee's termination of employment. If Anaheim has issues with any personnel change, Contractor and Anaheim shall consult about these issues, and Contractor shall accommodate Anaheim to the extent Contractor deems such accommodation reasonably feasible.

D. Notwithstanding the foregoing, Contractor shall have the right to remove or reassign personnel upon notice to Anaheim if such removal or reassignment is required due to termination of employment, death, or extended illness.

VI. ADMINISTRATION
This Agreement will be administered by the Anaheim. The following employees of the Anaheim's shall be authorized to take the following actions pursuant to this Agreement:

A. The Anaheim Public Utilities General Manager is authorized to take any action on behalf of Anaheim as set forth herein in this Agreement, including, but not limited to termination of the Agreement in accordance with Section XI of this Agreement.

B. Reid Watkins shall be the Anaheim's Project Director; however, Anaheim may designate another individual with written notice to Contractor. The Project Director shall have the power to act on behalf of Anaheim for review and approval of all work and services performed by Contractor under this Agreement and approved Cost-Neutral Extra Work. The Project Director shall not be authorized to approve Extra Work, change billing rates, or terminate this Agreement.

VIT. OWNERSHIP; LICENSE
A. Ownership. Except as to the Third Party Platform, Contractor shall have and retain sole and exclusive ownership of all right, title and interest in and to the Solution, the and Contractor Technology, including ownership of all trade secrets and copyrights pertaining thereto, subject only to the license rights and privileges expressly granted to the Anaheim herein. Except as to the Third Party Platform, Anaheim agrees that Contractor shall have sole ownership of all derivative works and modifications made to the Solution and the Contractor Technology, regardless of whether such modifications are made by Contractor alone. 5 B. License. In consideration of Anaheim's payment of amounts set 10rth in Section IV, Contractor grants to Anaheim a nonexclusive and nontransferable right and license to use the Solution, the Contractor Technology and the Third Party Platform solely for Anaheim's internal business purposes (i.e., specifically to bill and receive payment from Anaheim's customers and/or those transaction referenced in the Biller Order Form) in accordance with the provisions in this Agreement for the duration of the Term. Anaheim agrees that it will not sell, assign, transfer. disclose, sublicense, or otherwise make the Solution, Contractor Technology and the Third Party Platform available to others without the prior written consent of Contractor. Anaheim shall not create derivative works of the Solution, Contractor Technology and the Third Party Platform, meaning that the Anaheim shall not create any software or other works that are based upon the Contractor Technology and the Third Party Platform or recast, transform or adapt the Solution the Contractor Technology and the Third Party Platform in any manner, except as authorized by this Agreement. Anaheim shall not disassemble, decompile or "reverse engineer" the Solution, Contractor Technology and the Third Party Platform for any purpose. All rights not expressly granted to Anaheim are reserved by Contractor and its licensors.

C. Additional License Terms.

I. Anaheim may not make any copies of any aspects of the Third Party Platform including the associated object code or source code(s) (including HTML).

2. Anaheim shall not become the owner of any Third Party Platform in connection with its right to use granted herein; and Third Party Platform provider retains all right, title and interest in and to the Third Party Platform, except as otherwise specifically provided herein.

3. Anaheim agrees to provide a secure physical location with sufficient electrical power for all Third Party Platform equipment located at Anaheim facilities.

3. Contractor shall not be relieved of its responsibility for its performance of the Solution in the event its rights to utilize the Third Party Platform are terminated for any reason. If such right is terminated, Contractor shall immediately provide a replacement Third Party Platform with no delays to the implementation of the Solution or interruption to the Solution.

4. Contractor warrant and agrees that Contractor is authorized (1) to use the Third Party Platform for the Solution; and (2) to authorize and grant Anaheim for use of the Third Party Platform as part of the Solution for the duration of the Term.

VIII. SUPPORT SERVICES
From the Effective Date, Contractor shall provide Support Services in accordance with Exhibit 2 at no cost to Anaheim. Contractor shall provide releases to Anaheim as part of Support Services; provided that Anaheim is participating in the Support Services.

IX. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
A. EXCEPT AS OTHERWISE IN THIS AGREEMENT, CONTRACTOR TECHNOLOGY AND THIRD

PARTY PLATFORM, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES AND THE

SOLUTION IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONTRACTOR AND ITS LICENSORS AND PAYMENT PROCESSORS. CONTRACTOR AND ITS LICENSORS AND

PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE

CONTRACTOR TECHNOLOGY AND THIRD PARTY PLATFORM WILL BE UNINTERRUPTED OR

ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,

SYSTEM OR DATA, (B) THAT THE CONTRACTOR TECHNOLOGY AND THIRD PARTY

PLATFORM WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) CONTRACTOR

TECHNOLOGY AND THIRD PARTY PLATFORM WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. The Contractor Technology and Third Party Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Contractor is not responsible for any delays, delivery failures, or other damage resulting from such problems. Anaheim 6 represents and warrants that Anaheim has not falsely identified itself nor provided any false information to gain access to Contractor Technology or Third Party Platform and that Biller's billing information is correct.

B. Contractor represents and warrants that the Third Party Platform provider and any third-party licensors have authorized Contractor to grant licenses or sub-licenses to use their products, including but not limited to the Third Party Platform, for use in Contractor's performance of the Solution and Anaheim's use in connection therewith.

C. UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY DIRECT, SPECIAL,

INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND

INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE,

SYSTEM FAILURE OR MALFUNCTION, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES IN CONNECTION WITH THE USE OF· CONTRACTOR TECHNOLOGY OR THIRD PARTY

PLATFORM, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY WITH RESPECT TO CONTRACTOR'S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION IX.G, XIII, OR XXV BELOW.

D. To the extent permitted by applicable law, except for (a) damages for bodily injury or damage to real or tangible personal property, or loss or theft of money for which consultant is liable, and (b) Contractor obligations under Section IX.G below, Section IX.H below, and Sections XIII and XXV, Anaheim's right to recover damages from Contractor in connection with this Agreement, whether such damages are direct or indirect, in contract or in tort, for breach of warranties, failure to perform, infringement of intellectual property rights, loss of profits, special, incidental or other consequential damages arising from Contractor's performance (or failure of performance) under this Agreement shall not exceed the total value of fees payable by Anaheim to Contractor for the Solution. Nothing in this paragraph shall be construed as creating a right on the part of Anaheim to receive any indirect, special, incidental or consequential damages, except to the extent such damages are expressly mandated by statute.

G. In the event there is a third party claim alleging that Anaheim's use of the Contractor Technology or Third Party Platform in accordance with this Agreement constitutes an infringement of a United States patent, copyright, or trade secret, Contractor shall, at its expense, defend Anaheim and pay any fmal judgment against Anaheim or settlement agreed to by Contractor on Anaheim's behalf; provided that Anaheim promptly notifies Contractor of any such claim or proceeding and shall give Contractor full and complete authority, information, and assistance to defend such claim or proceeding. Contractor shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement, provided that Contractor shall consult with the Anaheim regarding any settlement of the claim.

H. Contractor represents, warrants, and covenants that (1) it has and will have all rights, titles, license, and intellectual property permissions, and approvals necessary in connection with its performance under this Agreement and to grant the Anaheim the rights hereunder; (2) none of the Contractor Technology or Third Party Platform do or will infringe, violate, trespass or in any manner contravene or breach any patent, copyright, trademark, license, or other property or proprietary right or constitute the unauthorized use or misappropriations of any trade secret of any third party. In the event that the Contractor Technology or Third Party Platform is finally held to be infringing and its use by the Anaheim is enjoined or Contractor deems that it may be held to be infringing, Contractor shall, at Contractor's election: (1) procure for the Anaheim the right to continue use of the Contractor Technology or Third Party Platform; or (2) modify or replace Contractor Technology or Third Party Platform so that it becomes non-infringing.

I. The foregoing states Contractor's entire liability, and the Anaheim's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, or other property interest rights relating to Contractor Technology, or any part thereof, or use thereof.

X. CONFIDENTIALITY
A. Contractor and Anaheim shall each hold the other's Confidential Information in confidence. For avoidance of doubt, Contractor' Confidential Information shall include Contractor's subcontractors' (including the Third Party Platform provider) Confidential Information. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any 7 purpose other than as specified in this Agreement. The Party providing Confidential Information ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information. Nothing contained in this Agreement shall be construed as granting or conferring any right or license in the Confidential Information or in any patents, software or other technology, either expressly or by implication to the other Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by either Party without use of any Confidential Information; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein.

B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties. The obligations of the Parties set forth in this Section are in addition to the obligations of the Parties set forth in any existing confidentiality, non-disclosure or similar agreement or otherwise arising under applicable law. In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non-disclosure obligations, the provision that provides stronger protection to the Disclosing Party shall govern.

C. The Receiving Party will treat all Confidential Information, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use the information for Anaheim-authorized Project uses. As such, the Receiving Party shall hold in confidence the Confidential Information, and ensure that the Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement. Receiving Party shall not disclose Confidential Information received under this Agreement to any person other than its Representatives who require knowledge of the Confidential Information in furtherance of Anaheim-authorized Project uses. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of the Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Contractor nor its Representatives shall use the Confidential Information for any commercial purpose.

D. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party's expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

E. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for 8 any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Receiving Party may have under federal or state law.

F. Contractor acknowledges that although Anaheim will endeavor to include in the Confidential Information those materials that are believed to be reliable and relevant, Anaheim makes no representation or warranty as to the accuracy or completeness of the Confidential Information. Contractor agrees that neither Anaheim nor its Representatives shall have any liability to Contractor or its representatives for use of the Confidential Information.

G. Contractor agrees to provide Anaheim with copies of all data, reports, and publications that are produced as a result of having access to Confidential Information.

H. Within two (2) weeks of the termination of this Agreement, each Party will return to the other Party any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of said material, without retaining any copy or duplicate thereof. To the extent permitted by law, and if authorized in writing by the Public Utilities General Manager, Contractor shall promptly destroy any and all electronic and hardcopy versions of the Anaheim Confidential Information, as well as any documents consisting of excerpts or portions of the Confidential Information. Contractor shall certify in writing the destruction of the Confidential Information. To the extent permitted by law, and if authorized in writing by the Contractor, Anaheim shall promptly destroy any and all electronic and hardcopy versions of the Contractor Confidential Information, as well as any documents consisting of excerpts or portions of the Confidential Information. Anaheim shall certify in writing the destruction of the Confidential Information.

Anaheim may perform an audit of Contractor's records to confirm the return or destruction of the Confidential Information at Contractor's sole cost and expense. Anaheim shall have this audit right for three (3) years after the termination of this Agreement.

I. No later than thirty (30) days prior to the expiration or termination of this Agreement, Contractor shall provide Anaheim all customer bank account and credit card information. Notwithstanding Section X.H. above, Anaheim may retain these records for its use after this Agreement terminates or expires.

J. This Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

XI. TERMINATION, CANCELLATION OR MODIFICATION
A. This Agreement shall automatically terminate, and the license granted hereunder shall be automatically revoked, at such time as Anaheim breaches this Agreement in such manner that adversely impacts Contractor's proprietary rights in the Contractor Technology and the Third Party Platform and fails to cure such breach upon notice pursuant to Section XI.B below.

B. This Agreement may not be canceled or modified except by the written mutual consent of both Parties or as otherwise provided in this Agreement. If either Party is in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in a timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement. In addition to the foregoing, Anaheim, at its option, shall be entitled to terminate this Agreement in the event of Contractor's (1) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (2) making a general assignment for the benefit of creditors; (3) being adjudged bankrupt; (4) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (5) suffering or permitting to continue un-stayed and in 9 effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder.

C. Anaheim may terminate this Agreement at any time without the necessity of cause or default by giving sixty (60) days' notice in writing to Contractor; provided that Anaheim shall have no such right to terminate for convenience during the initial three (3) years of the Term. In such event, the Parties shall have no further rights hereunder, except that Contractor shall be paid for those unpaid Deliverables that have received Acceptance prior to termination. Contractor may not terminate this Agreement except for cause.

D. Upon any termination or expiration of this Agreement, Anaheim's password and access will be disabled to the Contractor Technology, and Anaheim will only be obligated to pay the balance due on Anaheim's account when Anaheim is not the defaulting party. Any balance owing to Contractor shall be computed in accordance with Section IV of this Agreement.

XII. SEVERABILITY
In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect.

XIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of Contractor's (or Contractor's contractors' or subcontractors', if any) negligent acts, errors or omissions in connection with the Project.

B. As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO-based general and automobile liability insurance coverage, Contractor agrees to indemnify, defend (at Anaheim's option), and hold harmless Anaheim, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with Contractor's (or Contractor's contractors' or subcontractors', if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of Anaheim.

C. The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Anaheim, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

D. Anaheim shall indemnify and hold Contractor, its licensors and Contractor's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that use of the customer data infringes the rights of a third party; (ii) a violation by Anaheim of its representations and warranties, or the breach by Anaheim or Anaheim's users of this Agreement including without limitation incomplete or inaccurate transaction data; or (iii) relating directly or indirectly to Anaheim's or its authorized users' use of the Solution.

XIV. INSURANCE
A. Without limiting Anaheim's right to indemnification, it is agreed that Contractor shall secure, prior to commencing any activities under this Agreement, and maintain, during the Term, insurance coverage as follows:

I. Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. 10 2. Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor's Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to Anaheim, in writing, at the inception of this Agreement.

3. Comprehensive Automobile Liability Coverage including-as applicable-owned, non-owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, as required by California law.

4. Professional Liability Insurance in an amount not less than $1,000,000 per claim, and Contractor shall maintain such coverage for at least two (2) years from the termination of this Agreement. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of not more than $5,000 per claim, provided that such deductible is disclosed to Anaheim, in writing, at the inception of this Agreement.

B. Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: "This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days notice." C. Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:

1. "It is agreed that any insurance maintained by Contractor, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim."

2. "The City of Anaheim, its officers, agents, employees, representatives and Anaheim-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim." D Prior to commencing any work under this Agreement, Contractor shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Contractor shall provide Anaheim: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above­ referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best's rating of A VII or higher; or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim. In the event that a claim or other legal action is filed against Anaheim, and if Anaheim, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that Contractor shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.

E. In addition to other remedies Anaheim may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Anaheim may, at its sole option:
11 1. Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof; or

2. Tenninate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Contractor's failure to maintain insurance or secure appropriate endorsements.

F. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's, (or Contractor's contractors/subcontractor, if any) performance of the work covered under this Agreement.

G. In the event Contractor hires other persons or firms to perform some of the work related to this Agreement, Contractor shall ensure, and certify to Anaheim in writing that: (i) the acts or omissions of such persons or firms are covered under the above-referenced liability insurance; or (ii) such finns maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Contractor under this Agreement (except for firms which are not perfonning professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Contractor shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.

H. Anaheim's Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in Anaheim's best interest. xv. NOTICES; PARTY REPRESENTATIVES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either Anaheim or Contractor to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:

If to Contractor:

KUBRA America West, Inc.
5050 Tomken Road
Mississauga, Ontario, Canada
lAW 5Bl
Attention: Rick Watkin, President & CEO
If to Anaheim:

ANAHEIM City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to:

Dukku Lee
Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805
FAX No. (714) 765-4138
12 The Public Utilities General Manager or designee shall act as representatives of the Anaheim, and the Project Manager shall act as representative of Contractor with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information, interpret and define policies and make decisions with respect to the Project. Additional and substitute representatives of Contractor and the Anaheim may be added by written notice of one Party to the other.

XVI. GOVERING LAW; JURISDICTION; VENUE
This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of laws. Each Party consents to exclusive jurisdiction and venue in the state and federal courts sitting in Orange County, California. Each Party waives all defenses of lack of personal jurisdiction and forum non­ conveniens.

XVII. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto contain the entire agreement of Anaheim and Contractor with respect to the matters covered hereby, and no agreement, statement or promise made by either Anaheim or Contractor which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. Sections VII, IX and XII through XXXV and those sections which by their terms survive termination of this Agreement.

XVIll. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of Contractor and Anaheim and their permitted successors and assigns.

XIX. PROGRESS
Contractor is responsible for keeping the Project Director informed on a regular basis regarding the status and progress of the Deliverables, activities performed and planned, and any meetings that have been scheduled or are desired.
xx. PROHmITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to Anaheim for entering into this Agreement is the professional reputation, experience and competence of Contractor. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of Anaheim. Any such purported assignment, transfer, encumbrance, pledge, sub-use, or permission given without such consent shall be void as to Anaheim. If Anaheim approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Contractor. Notwithstanding the foregoing, either Party may assign this Agreement to its successor, without the other Party's consent, in the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity, as long as said successor assumes all liabilities and obligations hereunder.

XXI. SUBCONTRACTING
Except for those subcontractor set forth in the Statement of Work, if any, Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of Anaheim.

Contractor shall be fully responsible to Anaheim for all acts and omissions of any approved subcontractor.

Nothing in this Agreement shall create any contractual relationship between Anaheim and subcontractor nor shall it create any obligation on the part of Anaheim to payor to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Anaheim is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and Anaheim pursuant to this Agreement.
13 XXII.

XXIII.

USE AND OWNERSHIP OF DOCUMENTS AND DATA
A. Anaheim shall furnish to Contractor such documents and materials as may be relevant and pertinent to the performance of the as Anaheim may possess or acquire.

B. All documents and materials furnished by Anaheim to Contractor shall remain the property of Anaheim and shalI be returned to Anaheim upon termination of this Agreement, for any reason. Except in the case of the Solution, the Contractor Technology, and the Third Party Platform, a derivative work, improvement or modification thereof, in which case ownership of such shall be with the Contractor, all documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractor, specifically for the Anaheim in the course of implementing this Agreement, shall become the exclusive property of Anaheim, and Anaheim shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other Party. Contractor shall, at Contractor's sole cost and expense, provide such documents and materials to Anaheim upon prior written request; provided, such request by Anaheim are reasonable. Notwithstanding the foregoing, the Parties will mutually agree on the format and any applicable costs for the provision of such documents and materials to Anaheim All documents or materials prepared or caused to be prepared by Contractor for general use of its clients (in addition to Anaheim) in the course of performing the Solution, Implementation Services, or Support Services and which are not the copyright of any other Party or publicly available, including educational materials, any Solution, Contractor Technology (including alI copies, modifications, and derivative works thereof, by whomever produced), the Third Party Platform and any other computer applications, shall continue to be the property of Contractor or Third Party Platform provider, as applicable.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by Anaheim or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at Anaheim's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to the documents and materials under this Agreement by Anaheim or persons other than Contractor, is waived against Contractor and Anaheim assumes full responsibility for such changes unless Anaheim has given Contractor prior notice and has received from Contractor written consent for such changes.

D. All Project-related documents wilI be maintained in electronic versions and hard copies based on Anaheim's requirements. All [mal version documents will be clearly marked as the "Final" version.

E. All documents, including drafts, preliminary drawings or plans, notes, ideas and communications prepared specifically for the Anaheim that result from the Deliverables provided under this Agreement, shall be kept confidential by Contractor unless Anaheim authorizes, in writing, the release of said information.

Notwithstanding the termination of this Agreement, this Section XXII shall survive the expiration or earlier termination of this Agreement.

RECORDS
A. Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to Anaheim, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shalI alIow a representative of Anaheim to examine, audit and make transcripts or copies of such records and any other documents created, pursuant to this Agreement, during regular business hours.

Contractor shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

B. Notwithstanding Section X and Section XXIII.A of this Agreement, Contractor shall store and maintain each Solution customer payment transaction for a period of seven (7) years from the date of the transaction and shaH make this data available to Anaheim in the manner requested. 14 XXIV.
xxv.

XXVI.

WITHHOLDINGS
Anaheim may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums and his decision shall be final. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that Anaheim earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.

CONFLICTS OF INTEREST
Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.

If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by Anaheim. Contractor shall indemnify and hold harmless Anaheim for any and all claims for damages resulting from Contractor's violation of this Section.

COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Deliverables performed by Contractor shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements.

XXVII. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

XXVIII. CONFLICTS OR INCONSISTENCIES
XXIX.

In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.

INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties. xxx. AMENDMENTS
XXXI.

This Agreement may be modified or amended only by a written document executed by both Contractor and Anaheim and approved as to form by the City Attorney.

REMEDIES CUMULATIVE
15 The remedies given to Anaheim and Contractor herein shall be cumulative and are given without impairing any other rights given Anaheim or Contractor by statute or law now existing or hereafter enacted and the exercise of anyone (I) remedy by Anaheim or Contractor shall not exclude the exercise of any other remedy.

XXXII. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.

XXXIII. DISCRIMINATION
Contractor agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of the Solution, Implementation Services, or Support Services or hiring of subcontractors or employees. To the extent this Agreement provides that Contractor offer accommodations or services to the public, such accommodations or services shall be offered by Contractor to the public on fair and reasonable terms.

XXXIV. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. Contractor shall, at Anaheim's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution.

XXXV. EXHmITS
The following Exhibits, attached hereto and incorporated herein by reference, form a part of this Agreement:

Exhibit I - Statement of Work
Exhibit 2 - Support Services
Exhibit 3 - Transaction Amount
Exhibit 4 - Solution Requirements, including Anaheim Functional Matrix The order in which the Agreement and Exhibits will be controlling as to rights the rights, duties, application, defmition, and interpretation as follows: (1) Agreement, (2) Exhibit 1 and 4, (3) Exhibit 2, and (4) Exhibit 3. [SIGNATURE ON FOLLOWING PAGE]
16 IN WITNESS WHEREOF, the Parties accept and agree to the terms of this Agreement.

ANAHEIM
CITY OF ANAHEIM, a municipal corporation
By: ____________ _
Dukku Lee, Public Utilities General Manager
Date: __ 1--'--'("---2S"----L:...;1~~ __
ATTEST~
~C~~ -
Date:. __ 7_A_~_,_/._, _8 ____ _
APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY
By: ----.:~~~~::::::...=:....::==__O_~.....::-~:::=::::~L_-..--/ Daniel A. Ballin, Deputy City Attorney
127152

CONTRACTOR
Date: S~
17 EXHmIT 1

STATEMENT OF WORK
[ATTACHED BEHIND THIS PAGE]
18 SKUBRA
Exhibit 1
Statement of Work
DocWeb CASE:
[City of Anaheim]
Click here to enter text.

KUBRA - Project Management Methodology (PMM) I Aligned with our PMM life cycle Phase(s): Planning Document: Statement of Work (SOW) I Document Version: v3.5.1c I www.KUBRA.com

KUBRA I
Statement of Work (SOW)
This Statement of Work ("SOW ') between City of Anaheim ("Anaheim") and KUBRA America West , Inc. ("Contractor"), as it relates to this specific project, is entered into pursuant to the Agreement between Contactor and Anaheim (the "Agreement") .

IMPORTANT DATES
Click here to enter a date. Click here to enter a date. Click here to enter a date. *The Project Start Date will be synonymous with one-of-two commencement milestones within the project schedule dependent upon the state of the estimate included in the SOW, being identified as either "Initial" or "Final". When the SOW is presented with an Initial Estimate, the Project Start Date will be synonymous with the Requirements Kickoff Meeting, unless otherwise stated. When the SOW is presented with a Final Estimate, the Project Start Date will be synonymous with the Build Commencement Milestone , unless otherwise stated.

Notwithstanding anything to the contrary in this Exhibit, the Kiosks shall be fully operational and ready for use by Anaheim customers not later than January 1, 2019 ("Kiosk Delivery Deadline"). In the event, Contractor fails to meet the Kiosk Delivery Deadline regardless of the fault, the Public Utilities General Manager may, in his sole discretion, remove the Kiosk Services for this SOW upon five (5) days written notice and, thereafter, utilize another contractor to perform these services.

Project Management Methodology (PMM)

KUBRA I
Statement of Work (SOW)
Pricing (Refer to Exhibit 4 Transaction Amounts for ongoing service costs) Below may be used for a Change Order Request.
r Fixed Price (where the Implementation Fees within this SOW are fixed) Total: $ <enter the fixed price amount>
Time and Material Hours Rate Not to Exceed
r
r
r

ESTIMATE
Initial r
Final r
Professional Services [hours] [$165.00] [hrs*rate]
Contingency [hours] Choose an item. [hrs*rate]
Other (Travel & Expense, etc ... ) [hours] [set amount] [set amount] Total: <total hrs> <$ maximum
costs>
Initial Estimates are based on a top-down analogous estimating method which considers all information on­ hand, expert judgment, and project historical performance . Initial Estimates are expected to be within +/- 15% of the final estimate for standard (non-customized) projects.

Final Estimates are the result of a completed requirements study (documented in our Business Requirements Document - BRd), systems design, project schedule , and assigned project team. f!8i ' . .' " j.~ '. " Comment(s-).

Analysis & Design [hours]
[hours] I [comment]
[hours] [comment]
Build [hours] [hours] I [comment]
Test [hours] [hours] [comment]
Implement [hours] [hours] [comment]
Post-Implementation [hours] [hours] I [comment]
Total [hours] [hours] I
Project Management Methodology (PMM)
Statement of Scope

KUBRA I
Statement of Work (SOW)
The Services shall include, but not be limited to, Anaheim utilizing the following Contractor Services:

1. KUBRA EZ-PAY (including our API toolkit) for on-demand payments

2. KUBRA iDoxs Suite for enrolled payment processing, while utilizing the industry's latest functionality .

KUBRA EZ-PAY will include the ability for Anaheim to take payments via Kiosks.

Solutions (check all that apply)
BPO - Legacy r 10 Cards r i-Mobile r Remittance r Processing Credit & Collections r iDoxs Platform r i-Pay 1 r ENTER Othe r r Directories r iDoxs Suite
*
Kiosks , r ENTER Other r
Document Imaging r iDoxs Suite Insurance r i-Xchange r ENTER Other r Edition Document Template r iDoxs Suite Utility Edition r KUBRABCS r ENTER Other r ~!. B2B EZ-PAY
*
iDoxs Suite Utility Edition r Merchant Acquiring r ENTER Other r B2C i-Connect i i-Lockbox
*
Payment Gateway r ENTER Other r ------ .-
Provider Search i-Direct SEDP i-Message r Websites r ENTER Other r SOW Supporting Documentation
The following documents are considered supporting documents to the agreement outlined in the SOW. The acceptance of this SOW implies a full understanding and acceptance of all documents listed below.

Document Type Document Name . Document Date Document Document Version Sourc
Choose an item. [enter document title] Click here to enter a [version] Choose an item. date.

Choose an item. [enter document title] Click here to enter a [version] Choose an item. date.

Choose an item. [enter document title] Click here to enter a [version] Choose an item. date.

Choose an item. [enter document title] Click here to enter a [version] Choose an item. date.
[other doc type] [enter document title] Click here to enter a [version] Choose an item. date.
[other doc type] [enter document title] Click here to enter a [version] Choose an item. date.

Project Change Control Procedures
In the event that changes are required that would alter the scope outlined and agreed upon within this SOW and its supporting documentation , a Scope Change Request will be initiated.

A high level outline of the process is as follows :

Project Management Methodology (PMM)

KUBRA I
Statement of Work (SOW)

1. A Scope Change Document ("SCd") will be provided by Contractor, and will be completed by the requesting party with the support and assistance of our Contractor Project Lead. The SCd will describe the change, provide the rationale for the change, and the effects (time, costs, staffing, etc ... ) the change will have on the project.

2. Approval of the Change Request, as documented within the SCd, must have an appropriate level of approval from both Contractor and the other party.

3. The SCd is an executable document.

Understanding that new requirements are sometimes identified during the lifecycle of the project, our ability to identify those as early as possible is paramount to the timely delivery of the project as described.

No Scope Change shall be allowed unless the Parties have fully complied with Section IV of the Agreement.

Project Management Methodology (PMM)
Exhibit A - Service Description

1.0 SOLUTION SUMMARY

KUBRA I
Statement of Work (SOW)
Anaheim will utilize and integrate all aspects of bill payment through KUBRA's (Contractor's) two comprehensive solutions that include KUBRA EZ-PAY (including our API toolkit) for non-enrolled on-demand one-time payments and the KUBRA iDoxs Suite for enrolled payment processing, while utilizing the industry's latest functionality.

Contractor shall provide Anaheim payment services described within this SOW. These Services shall include, but not be limited to, Anaheim utilizing the following Contractor Services:

1. KUBRA EZ-PAY (including our API toolkit) for on-demand payments

2. KUBRA iDoxs Suite for enrolled payment processing, while utilizing the industry's latest functionality.

KUBRA will also implement and support Kiosks as part of the EZ-PAY migration which will allow the customers of City of Anaheim (Anaheim) to pay bills at a kiosks in a self service capacity.

2.0 DEFINITIONS
• ACH - Automated Clearing House
• Anaheim (Refers to City of Anaheim)
• API - Application Programming Interface
• AutoPay - the program where payments are automatically scheduled to be processed from a customer's checking/savings, debit or credit card
• CC - Credit Card
• Contractor - Refers to KUBRA America West, Inc. (KUBRA) • Customer - An external customer that has a billing relationship with Anaheim. • DC - Debit Card
• Enrolled - Customers can logon to the Anaheim Portal and make an enrolled or schedule payment via Web/Internet. Registration is required and the payment is considered a scheduled or recurring payment.
• Enrollment - the process by which a customer completes a request to register an account for a specific Program.
• Non Enrolled - Customers can make a non-enrolled one-time payment via Web/Internet, CSR Assisted, Walk-In or IVR channels. No registration is required and the payment is considered a one-time event. • Scheduled - See Enrolled above
• Recurring - See Enrolled or AutoPay above
• SMS - Text Messaging
• SSO - Single Sign-On. An approach to multiple website access that requires user to enter credentials only once. Once entered, credentials are "shared" between websites supporting user navigation across unique sites without re-entry of logon credentials. Contractor supports SAML 2.0 and a proprietary SSO solution that has been historically supported by Contractor.

Project Management Methodology (PMM)

3.0 SERVICE DESCRIPTION

KUBRA I
Statement of Work (SOW)
Contractor will implement and/or continue to support the following services for Anaheim as detailed in the following

3.1 KUBRA EZ-PA Y (iPay Payment) - Migration to new platform Contractor will migrate the current Anaheim on demand one-time payment solution to KUBRA EZ-PAY .

KUBRA EZ-PAY is a hosted , on-demand bill payment application that provides Anaheim customers a wide selection of payment channels and accepts a variety of payment types. The KUBRA EZ-PAY application extends KUBRA's electronic payment platform with the acceptance of payments from not only Anaheim customers enrolled in e-billing applications, but also from those who are not enrolled but prefer to make bill payments conveniently, and often last minute, via the web, mobile, call center agent assisted, telephone , or in­ person channels .
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Figure 1: KUBRA EZ-PAY Solution Overview (Confidential) Powerful, real-time account and payment authorization tools give insight into customer transactions and options for providing cancellations or refunds and setting rules to help prevent payment fraud. By sourcing all channels and payments on a single platform, Anaheim has a unified and holistic view of all payments - defined by channel, source, and method of payment.

API TOOLKIT WITH REAL· TIM E BALANCE
This toolkit provides your customers with the most current account balances when making payments (should those values be different from the originally invoiced amounts), ensuring payments are accurate and trouble­ free. After validation, the customer is provided with the amount due for the account. If that value has changed since the bill was rendered and loaded into KUBRA EZ-PAY, the system will replace the amount due with the updated account balance pulled using this tool.

KUBRA EZ-PAY has a reusable and scalable real-time interface (API Toolkit) that is used to receive and post information to or from a client's core CIS (Customer Information System) platform. The functions of the API Toolkit include:

Account balance update - This provides the most updated balance owed on an account though the KUBRA EZ-PAY application which, in turn, allows the customer to see and pay the most accurate and relevant amount due .

Project Management Methodology (PMMj

KUBRA IE
Statement of Work (SOW)
Account validation - To make a payment, the customer must first validate his/her account information which can be done against Anaheim's CIS database in real-time instead of a legacy batch file exchange .

Payment posting - This allows for a real-time account payment update to Anaheim's CIS system. This is a critical feature for Anaheim customers who often make last-minute payments to prevent service disruptions or who are attempting to re-activate their services. This feature allows for the CIS to get updated in real-time and then effectively communicate with the Dispatch Department for service activation - all without a call into the call center.

This integrated platform provides a secure, easy-to-use customer payment interface that is readily scalable , updated , maintainable, and seamlessly integrates with Anaheim's CIS via daily batch files or flexible Web Services for real-time notifications and processing.

In-Person
Payments
Digital
Voice
Customer Payment Channel Options
Retail Cash Pa~nts - An in-person payment
option for customers who prefer to pay with
cash . Customers can make payments with cash
at over SO thousand convenient retell locations .

Point of Sale - Support 1« EMV chip and
con tactless payments. tnag-stripe debit/credit
cards. and manual entry payments at walk-in
locations .

Self-Service Kiosk - Aself-.serve payment
solution that accepts cash. cheek. and
debit/credit card payments at s.ecure and
converdent indoor and outdoor kiosks .

Web (Desktop) - Make quick and .secure
payments. access bill details . manage a digital
wallet . and set up SMS/text or entail Smart
R9mlndor atorts .

Responsive Mobile Browser - Using a
Responsive Web Design . the web channel offers
the same capabilities and viewing experience
across all digital devic<es .

Mobl .. App (HTMLS) - Mobile App downloads
available in the Apple and Android app stores
provide all the web/responsive channel
capabilltl<es In a mobile-centric experience .

Two-Way SMS Messaging - Customers can opt
into receiVing secure SMS/text payment alerts.
which allows th9m to ml!l\<o P8)1JnOnts with a
Quick SMS/text response.

Automated IVR • Customers can ml!Ika fast and
.secure IVR payments by touch-tone « voice
controt Repeat callers are recognized to
expedite l!Iccount validation and payment
process .

Outsourcod Call Center - KU8RA Call Center
agents provkle pa~nt history and process
payments in a PCI .secure and coropl~nt
environment .

Biller Can Center - A PCI compliant option for
biller CSR-assisted payments. CSRs gather the
customet"s account lnrorrnatlon and transfet's
them to a s.ecure IVR payment environment to
enter his/her payment infonnation .

Project Management Methodology (PMM)
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Statement of Work (SOW) I
Figure 2 : KUBRA EZ-PAY Customer Experience Channels Digital Channels The KUBRA EZ-PAY online web application can be accessed by visiting the direct URL, from a link on Anaheim 's website , or by scanning the KUBRA EZ-PAY badge OR code on a paper bill.

RESPONSIVE WEB DESIGN
Responsive Web Design is an approach to web design aimed at crafting sites to provide an optimal viewing experience - easy to read and navigate with a minimum amount of resizing, panning, and scrolling - across a wide range of devices (from desktop computers to mobile phones) . A site designed as responsive adapts the layout to the viewing environment by using fluid, proportion-based grids, flexible images, and CSS3 media queries .

The KUBRA EZ-PAY application is responsive across all digital channels.

Instead of redirecting a mobile user from the desktop site to a different mobile site (or vice versa), the user can view the site using a phone, tablet, or desktop with a layout geared towards hislher best viewing experience. With responsive design, the site adjusts the user experience and interface based on the size of the screen. Therefore, even the multitude of phone screen sizes in circulation today are accommodated .

DIRECT-ACCESS PAYMENT SUPPORT
KUBRA EZ-PAY supports the ability to accept direct-access URLs that bypass the account authorization step and populate the amount due and due date. This feature allows Anaheim to provide a link to your customers to pay invoices even faster. These links can be included in new document notifications, e-mails,or through KUBRA OR codes.

TWO-WAY SMS MESSAGING AND PAYMENT
Two-Way SMS Messaging is a KUBRA EZ-PAY feature that allows a customer to make a payment via instant text message. From the text message, the customer can view and pay hislher account balances for multiple biller accounts . Each biller will receive their own phone number for this feature configuration.

The Two-Way SMS feature has been enhanced to give the customer the ability to interact with KUBRA EZ-PAY via SMS without having received a Smart Reminder. Available commands include:
• HELP - provides a help message to customer
• STOP - disables the Smart Reminder for the account
• PAY - provides the balance and due date on the account • Y/1-10 - pays the account referenced in the previous message (e.g., "Reply Y to pay $109.18 due 10/12/2016 for account ending in 6027." 1-10 will be used when there are multiple accounts.)
\. 1·800-334-5555
Thank you for using ABC Co electronic payment
system provided through KUBRA This service
allows you to pay your utility bill by credit card,
debit card or by debiting your bank account.
.. Pay with my KUBRA EZ-PAY Account
.. Don't have an EZ-PAY Account?
~~",'~1Ii.;r,t~.,...r. ~~'!r~-~"i"~!'il'.!"~" flW.!
Make a One-t ime Payment 1
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KUBRA I :

Statement of Work (SOW)

KUBRA EZ-PAY ACCOUN T
KUBRA EZ-PA Y offers customers account functionality to assist and encourage smooth bill payments through our service . Registered customers making payments will have the option to save their payment information , set automatic bill payments , configure smart reminders bye-mail or text message, and view their bill history and detailed bills. This feature of the KUBRA EZ-PAY application greatly increases the ease with which customers can make future payments by requiring fewer steps and pre-populating most of the customers ' information.

REMEMBER ME
The Remember Me feature gives KUBRA EZ-PAY account customers an easy way to continuously log into their accounts without entering their usernames . The e-mail or username associated with the KUBRA EZ-PAY account will pre-populate every time the customer visits his/her account login page.

I - - __ - - - _ .. _ - - _I
Remember Me
My Wallet
MY WALLET Add Debit I Credit c.rds 'Of 8ank .cro u n t~ t'O your wallet The KUBRA EZ-PAY account supports a digital wallet tool that securely stores the customer 's payment information (credit cards, bank account details, etc.) so he/she can easily make future payments without the need to re-enter his/her payment information each time.

CARD AND CHECK SCAN FEATURE
KUBRA EZ-PAY offers the ability to scan credit and debit cards or checks when entering the payment method into the digital wallet.

Using the camera on a mobile device, this feature will read the check or card, recognize the pertinent information , and populate the required fields to add that form of payment. Adding the card or bank account information to make a payment takes a few seconds to complete and increases accuracy .

SMART REMINDERS
~ ~
........ . ,
The Smart Reminder feature allows KUBRA EZ-PAY account customers to configure payment reminders that, in addition to reminding them of due payments , will allow them to make payments directly from the reminder now
notifications . The Smart Reminders can be sent via e-mail or text message . ez,.PAV ~------------------~

TEXT MESSAGE
KUBRA EZ-PAY will deliver a text message to the mobile number supplied by the customer at the time of his/her account registration . The preferred mobile number can be changed at any time from "My Profile" in the menu .

E-MAIL
KUBRA EZ-PAY will deliver an e-mail to the address saved in the biller profile. The e-mail will contain a secure link that will guide the customer to a payment summary page containing the amount owed and the payment Project Management Met hodology (PMM)

KUBRA I
Statement of Work (SOW)
method chosen at the time of Smart Reminder configuration. Account users can make their payments by clicking the Pay Now button located below the summary.

Voice Channels
The KUBRA EZ-PAY application supports on-demand payments by Interactive Voice Response (IVR). The IVR system allows Anaheim customers to make payments over the telephone 24 hours a day, seven (7) days a week. Supported languages of the IVR system include English and Spanish and the voice gender can be chosen by Anaheim.

CONFIGURABLE VOICE SCRIPTS
There are five (5) different messages in the call flow that can be configured by Anaheim:
• Welcome message - This message is played after the customer selects his/her desired language. • General information - This is an optional message played after the "Invitation" message. • Account number message - This message prompts the customer for his/her account number. It typically provides guidance to the customer to ensure the number is entered correctly. • After payment information message - This is an optional message that will be played after a successful payment.
• Goodbye message - This is the message played when the customer chooses to end the call.

VOICE·ENABLED IVR
The KUBRA EZ-PAY IVR features voice recognition technology that allows callers to control the call flow and make their payments vocally. Callers can choose to use the standard touch-tone technology within the application or their voices as they use the IVR platform. This is ideal for customers who are on-the-go or for those who prefer a voice-controlled experience.

IVR FAST·TRACK
To speed up calls and improve the user experience, the KUBRA EZ-PAY IVR recognizes repeat callers by their phone numbers. This feature replaces the need to have each customer re-validate his/her account each time before making an IVR payment.

When a user calls the first time and successfully completes a payment, the fast-track feature will associate his/her phone number with the biller account number. The next time the user calls, the IVR will simplify the account validation process and pre-populate the previous payment information. This feature also simplifies the process for mobile calls when validation information is not always available and call durations are extra sensitive. By boosting the customer experience with this enhanced IVR platform, a reduction in call times and a higher number of return visitors are highly expected.

Contractor shall provide a phone payment application and on-line payment application, KUBRA EZ-PAY, a non-enrolled, on-demand payment application that supports multiple sales channels and multiple payment types with real-time account and payment authorization tools.

Note:
• The diagram above in Figure 2 above outlines all of the payment options that KUBRA EZ-PAY supports. Out of Scope items for the Anaheim implementation include:
o Retail Cash Payments
o Point of Sale
Project Management Methodology (PMM)
KUBRA I:

Statement of Work (SOW)
o Outsourced Call Center
• If Anaheim is interested at a later time in supporting these additional payment options, pricing would be provided by KUBRA and an amendment to this contract would be required.

EZ-PAY provides a method for Anaheim customers to make non-enrolled, one-time payments by way of a website, mobile website, mobile application (App), digital IVR, and Anaheim Customer Service Representative via credit card, debit card, Pin less debit card or ACH.

Through its EZ-PAY application, Contractor shall provide the following:

1. The daily gathering of payment order transactions from the application, the creation of payment order files in the specified format, and the consolidation of all remittance data into one pre­ defined format for AIR posting

2. Real time posting to Anaheim'S CIS via API for payment notification

3. Consolidated 'dashboard' console supports payer reconciliation, reporting, and payment ad ministration

4. Payment warehousing functionality

5. Fraud prevention

6. Payment modeling and segmentation

7. A payment platform that allows Anaheim to absorb the processing fees

8. A payment platform that provides confirmation numbers, notifications, and messaging during the payment process
Contractor shall provide the EZ-PAY option via an online web payment application integrated with the Anaheim website. Contractor shall also provide the ability to accept payment instructions via a mobile device.

Contractor shall provide a phone payment application that accepts on-demand payments via an IVR system that is integrated (using Contractor standard format) with Anaheim's IVR system. The solution must support the ability to provide customer information required for payment processing (account numbers, amounts due, etc.).

The proposed solution must offer fully secure and encrypted payment processing (full Payment Card Industry Data Security Standard (PCI-DSS) Compliance).

Project Management Methodology (PMM)

3.2 KUBRA iDoxs Suite (iPay Payments)

KUBRA I
Statement of Work (SOW)
The KUBRA iDoxs Suite includes notifications for delivering automated billing & payment messaging via e­ mail, voice message, or text message. Built specifically for the utility marketplace, the KUBRA iDoxs Suite addresses a key objective of treasury management and billing - a unified display of all customer account activity and transactional payment details across payment channels, types, and statuses with a single set of reporting , tracking, and management tools.

Biller-Oirect (My Account) - A utili ty-bran ded porta l oHering online acco unt manageme t. payme nt man agem ent and pr-ocess ing . electronic cfoc u me t pn~sentment . alert and pre ferenc>e managemoent . and o ther varioj.Js customer self -serv ice options.

Biller-DiNct Mobi lo - A Biller-D irec t site bui lt on a Resp onsiv e Design . that is access ible fro m any device (deskt op, tab~t , and mob4 le) to prov ide an optimal view ing a d navi gat ional oxpgnenco with a U B iUor-D irect unctionaJit1jes.

Mobllo App - M obile App , p rovides a ll the web and mobiIo cha nnel c.apab ftities w ith in a mobite~entric expe ricm co. FT<QQ downIoad:s are ava ilab1e i the App StQrO (App le) and Goog le Play Stom (Android) .

Socuro Emai l Dali'Wtry and Payment - Dol1vgr an email that includes payment options In egratod w tth a secu re pDJ: co py o f their bill Givg custonlCln the paymmlt I"Qminder they nc~od with qu;clc access to thoir bil l. and a hass e- troo way to pay without a web portallagio or m uiti -stGp paymen t proce~s .

Pay 8y Ton - Customers <:an opt in for secure SMSi\ext payment alorts allowing them t o make payments w ith a q uick text message response using a st ored payment type (cred it card. debit card. and bank accoun t).

IVR Notification and PaynuHlt - CustOJTlers can opt in f or outbound phone /lVR payme nt rominders w ith thv option to makq payments dir9ct 1Y from thoif' bank accoun crod i t card . or deblt card from any phone .

ConsoIidatcr Networks - KUBRA can dol iveT e-biUs v ia multipl o cooso !dator channe ls, porta ls. and online bank sites. OUr p latform managqs the onro Imont and comple xiti es of sQCure ly d istributing billin g and accoun t informat ion to any cert ified aggregat ion endpo ints.

Figure 2: KUBRA iDoxs Suite e-Billing Channels
Project Management Methodology (PMM)
KUBRA iDoxs Suite Highlights:

KUBRA 11
Statement of Work (SOW)
• Multiple E·BiII Delivery Channels - Contractor supports e-bill delivery on Anaheim's website, via mobile apps, at bank consolidator sites, via text, over the phone, and by secure PDF e-mail attachment. • Collect Payments - Let Anaheim customers make one-time or recurring payments in response to e-bill messages, on your website, or by phone (IVR or call center). Process customer payments with real­ time and batch connections to ACH originators, credit card processors, and ATM (PIN-less debit) networks. Integrating the KUBRA iDoxs Suite with KUBRA EZ-PAY allows you to provide additional one-time payment options including pay-by-text and in-person payments. • Secure Payment Processing - Contractor is a certified PCI Level 1 service provider, processing over 150 million payments per year.
• Inform Customers - Allow Anaheim customers to sign up for billing and payment alerts via SMS text, voice, or e-mail. Integrating the KUBRA iDoxs Suite with KUBRA EZ-PAY allows Anaheim to provide additional alert types and a pay-by-text options.
• Share Account Information - Give customers intuitive and dynamic access to account management tools and electronic document presentment through Anaheim's website. Customers can also sign up for secure PDF e-bill delivery and payment via e-mail. Reach customers on mobile devices with options for responsive design and mobile apps.
• Promote Programs and Services - Create personalized marketing content including e-inserts, pop-up ads, e-mails, and banner ads to increase revenue and improve Anaheim customer satisfaction. • Provide Support - Empower Anahiem's call center employees with a set of web-based tools for customer account management, payment method management, payment processing, alert preference management, document retrieval, and more.
• Interactive Outbound Messaging - Create and send bill reminders and payment confirmations as automated voice, SMS text, and e-mail messages.
• Microsoft .NET Scalable Platform with Modular Configuration - Contractor's infrastructure can scale to support Anaheim regardless of future growth and allows Anaheim to choose the features it wants and needs.
• Advanced Reporting and Tracking Tools - A real-time web interface lets Anaheim track and manage all Anaheim customer interactions regardless of channel and provides cloud-based document archival and retrieval.
• Integration Capabilities - Contractor has experience integrating with multiple payment processors, bank consolidators, and digital mailbox providers, ensuring a seamless solution across all customer touchpoints.

Project Management Methodology (PMM)

3.3 iConnect (Bank Consolidation - Bill delivery)
KUBRA .,
Statement of Work (SOW)
The iConnect (Sank Consolidation - Sill delivery) solution delivers a modular e-bill gateway solution designed to deliver e-bills through the bank consolidation networks.

This module handles all the complexities of securely distributing summary account information, enrollment processing, and hosting detailed bills to all viable consolidator networks support by Contractor.

Includes:
• Processing of enrollment requests and activation acknowledgement responses on behalf of Customer based on a set of pre-determined business rules. • Composition and Presentment - Validation, composition and rendition of legacy billing files into the consolidator specific format for summary presentment on their Consumer Service Provider (CSP) sites.
• Communication & Distribution - Electronic transfer of re-formatted information to the distribution network for presentment of bill summary information and payment transactions on supported CSP site
• Presentment of bill detail upon request from the network • Security - Support of the consolidator required security protocols for composing and distributing your billing summary data to the distributor network.
• Capture and processing of remittance data specific to the network

3.4 iLockbox (Bank Consolidation - Payments)
Contractor has direct relationships with a number of pay-a ny-one networks. Contractor will capture, aggregate, and validate multiple electronic payment files from these networks into the construction of one consolidated posting file. With one administrative application, Anaheim can manage deposits, returns, and posting files for compliance and reconciliation.
iLockbox supports validation routines to improve posting accuracy and electronic returns. Payments received via this channel are be published to external users within one integrated payment warehouse alongside other payment transactions Contractor processes on behalf of Anaheim.

Includes:
• Warehousing of payment details and payment transactional history • E-Iockbox supports the capture and processing of the pay-any-one networks files.

3.5 KUBRA iDoxs Suite I EFT Payments (Electronic Fund Transfer) Contractor allows Anaheim to migrate existing legacy EFT (Electronic Fund Transfer) or Autopay customers over to the Contractor platform for ongoing processing of recurring Anaheim customer payments.

Includes:
• One time migration of EFT / Autopay customers
• Warehousing of payment details and payment transactional history • Processing of payments based on bill payment data and/or configured business rules. • Capture and processing of remittance data specific to the network Project Management Methodology (PMM)

KUBRA I
Statement of Work (SOW)

3.6 KIOSKS (KUBRA EZ-PAY Kiosks)
Contractor will implement two self-service kiosks in Anaheim's customer service office at 201 S. Anaheim Blvd in Anaheim, California. In-person payment branch of the KUBRA EZ-PAY application, our self-service kiosk solution that offers Anaheim customers a self-serve, cash payment option to make bill payments. This in­ person payment solution is ideal for the unbanked, underbanked, and cash preference customer with the expansion of payment acceptance to include cash. In addition, self-service kiosks offer a more convenient bill payment option to those who make payments at walk-in centers. With kiosks located just outside of walk-in locations, customers will be able to make payments 24 hours a day, seven days a week. Anaheim customers can pay with cash, check, or card at indoor or outdoor free-standing kiosks. Additional highlights include. • Customized Self-Service Bill Payment: KUBRA provides a highly configured kiosk software and hardware solution that is uniquely tailored for each client installation. Kiosks can process your preferred tender type and payment applications.
• Secure Customer Validation: Configurable kiosk screen flows and functionality are developed to include all account search methods for customers. QR code scanner, phone number lookup, service address lookup, and a driver's license barcode scan are account search options available to kiosk users. • Real-Time Payment Processing: Payments made using a kiosk will be reflected on customers' accounts right away.
• Bilingual Services and Support: Kiosks support two languages - English and Spanish.
• Remote System Monitoring: New functionalities and updates are implemented remotely. No customer information or payment credentials are stored on the hardware.

ANAHEIM I'UIIlIC UTlUns
I1lL PAYMENT IUOSl
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• 60-Second Transactions: A quick and easy-to-follow screen flow reduces the time required for your customers to make bill payments using your kiosks.
• Secure Wireless Technology: An electrical outlet is all that is needed to have your kiosks running successfully - no wired internet connection is required. • Indoor, Outdoor, or In-Wall models are available. Indoor models will be deployed in Anaheim.

Self-service kiosks offer Anaheim the ability to automate payments, which minimizes staff human error. Automation also reduces operational risks by providing improved reconciliation and aUditing. Plus, with KUBRA's configurable screen flows, Anaheim decides what automated process works best for its staff and customers.

Project Management Methodology (PMM)

KIOSK SCREEN FLOW

KUBRA I
Statement of Work (SOW)
The screen flow of our kiosk machines is anticipated to change and can be configured by the Anaheim. You can determine the process in which your customers can access their account information and payment acceptance . In addition , all kiosks are bilingual, supporting English and Spanish. See the main screen flow descriptions below:

Welcome Screen
Screen displayed for all payment flows
• Customer has the ability to start his/her transaction by pressing the "Touch Here to Start' button.
• Spanish speaking customers have the ability to view
the Spanish application by selecting the (,Espanol?
button.

Account Lookup Method Screen
Allows the user to select a method of looking up the
account he/she wishes to pay
• The barcode reader will activate and shine a red
light, indicating it is ready to scan.
• Standard lookups include:
o Account number
o Service address
o Phone number
o Driver's license number
o Social security number
o FEIN
o Scan of QR code
o Scan of driver'S license barcode
IKUBRA Hl"lp
IKUBRA
Project Management Methodology (PMM)
Account Balance Screen I KUBRA
Displays customer account to allow the user to pay the full account balance or make a partial payment
• With Shut Off Notification - can be configurable
based on business rules
• With Disconnection Notification - can be configurable based on business rules
Method of Payment Screen P:Oi KUBRA
Displays the different tender types (Cash, CC, and Check) to choose from to make a payment
• Displays Amount Paying entered by customer on the '
Amount to pay screen
• Convenience fees are displayed on Tender Type
buttons
• Allows for multiple payment methods
o Cash
o Check (hidden based on payment types
restriction flag)
o Credit or Debit Card (hidden based on payment
types restriction flag)
•
Insert Cash Screen
Allows Cash payments to be collected by the Kiosk
• Displays Amount Paying entered by customer on the
Amount to Pay screen J
• Amount Inserted is displayed to track cash entered by , the customer
• Customize text specific to solution
• Notifies customers that the kiosk does not dispense
change

I KUBRA
KUBRA 11
Statement of Work (SOW)
Help ~
Account 12345678
Amount Due: $60.00
- EJ
Amount Paying :

Cash Inserted : SO.OO
Amount Remaining : 560.00
Project Management Methodology (PMM)
Swipe Credit Card Screen
Allows Credit and/or Debit Card (PIN-less) Payments to
be made at the Kiosk
• Displays credit card convenience fee if applicable
• Displays total amount to be charged to the customer
• Displays video of how the user should swipe his/her
credit card
• Customize text specific to solution
Payment Confirmation Screen
Screen displayed to confirm payment
• Displays transaction details
• User has the ability to select a desired receipt
delivery method
o Paper
o E-Mail - enter an e-mail address
o Text Message - enter a phone number
Customer Receipt Template
Customer receipts are printed once the payment has been processed.
• Customize with the following details:
o Client name text
o Transaction details text and format
o Service type identifier text and type
o Service payment details text
o Transaction totals text
o Tender type totals text
o Thank you text
o Customer assistance text
3KUBRA

I KUBRA

KUBRA I
Statement of Work (SOW)
Amount Paying
ConveniNlCt' fee : $1.95
Tota\: $61.95
Payment Summary
Amount Paid $70.00
. ~>'" ! Vi Pnnt Receipt
OientName
Date: 1111512015 9:55am
, Location: Main Office
I Kiosk 10: KI05K01
, Trans II: 123456
j ########################### '
: Accl~ : 123456789
Dale: 1111512015 9:55am
Location: Main Office
Kiosk 10: +<IOSI<Ol
Trans e; 1~3456
####II/I#ltItli/ltt#ItIl##lIltltt!It###/l1i
Acel:;: 1'23456789
Utility Payment: $55.00 Utility PaymeRt: $55.00
5eNioe~: $3.95
Paymenl TOlal:$55.00 P~menl Total: SSS.95 ...... _ ........ *_............................ H •••••••• · .... _ ••••• ~ .................. -. .

Transaction Total: $55.00 transactioo Total: SSS.95
cash Tendered: $55.00 Cr.edil Tendered: SSS.95
"fbauk }'OII for }'OI" P"Yrual1! 11111Uk )'00 (W yo", pll)" .... I! ( ·uSlom .. A,....aatooe 70)·S,"5-SS5S ("mlOlU .. Auj.'MCf 70}·~~5-SSS~ Project Management Methodology (PMM)

KIOSK MANAGEMENT
KUBRA 12
Statement of Work (SOW)
The kiosk machines are monitored remotely through a secure wireless connection for new functionalities and updates. Therefore, customer information and payment credentials are never stored on the hardware itself for optimal security. Additionally, that secure wireless technology means that an electrical outlet is all that is needed to have the kiosks running successfully on location.

The responsibilities of Anaheim include providing its own armored car service for cash collection and security camera installation in the vicinity of the kiosks.

Every payment made using the self-service kiosk will be reflected on the customer's account immediately.

Anaheim will also be notified of the payment instantly.

Project Management Methodology (PMM)
KUBRA I :

Statement of Work (SOW) I

KIOSK SPECIFICATIONS
KUBRA marketing and Anaheim have agreed upon the following design for the kiosk. These are just mockups which will be further refined by the Parties. The KUBRA marketing team will be required to obtain a final written sign-off from Anaheim before we move forward into implementation .

ANAHEIM PUBLIC UTllfTIES
BILL PAYfJlENl KIOSK
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Project Management Methodology (PMM)

KIOSK HARDWARE
• Robust floor standing kiosk
• Powder-coated steel body
• Stainless steel poles
• 19" touch screen with tempered protecting glass
• USB controller
• MEl cash acceptor, 1,200 note capacity
KUBRA 12
Statement of Work (SOW)
• MagTek MICR check scanner for initiating ACH transactions • Mini USB Swipe Reader
(Dual Head, USB, keyboard emulation, and tracks one, two, and three) • Internal black and white thermal POS printer
• 203 DPI resolution , width 10mm standard, 82.5 and 58mm with paper guide • Auto cutter
• Speed - 250mm per second
• 1 D, PDF, and 2D barcodes from any media including smart phones • Decode capability reads standard 1 D, PDF, 2D, postal and OCR symbols • Trackball and buttons keep kiosk height comfortable while maintaining ADA compliance
Project Management Methodology (PMM)

KIOSK TYPES
Indoor Kiosk
• Accepts cash, check, credit card, and
PIN-less debit card payments
• Approximately 5.0' height, 2.0' x 2.0'
footprint
• Touchscreen
• Receipt printer
• Scanner to read barcodes and other
symbols
• 3000 - 4000 transactions per month
~d 5 5 5 -12 3 -7645 .

KUBRA I
Statement of Work (SOW)
Project Management Methodology (PMM)

CLIENT RESPONSIBILITIES FOR KIOSKS

1. Provide an indoor location with adequate space and an electrical outlet

2. Provide a staging area for kiosk preparation prior to development

3. Prepare site in advance for kiosk deployment
o Prepare concrete pad and bolts or steel mounting plate KUBRA I ~
Statement of Work (SOW)
o Provide power outlet at each kiosk location (network access is not required)

4. On-going minor servicing of kiosks
o Remove cash from the safe
o Change and replace receipt paper
o Occasional trouble-shooting support for the contractor, which may include physical inspection of the kiosk

5. Possible use of armored car service for ongoing servicing of kiosks o Armored car service is at the client's expense
o Armored car contract will be directly between the client and the armor vendor

6. Kiosk wireless network communication is subject to signal strength of telecom carrier at the kiosk location
Project Management Methodology (PMM)

4.0 Implementation Services

KUBRA I
Statement of Work (SOW) I
Contractor has a well-formed and mature implementation methodology identified as our Project Management Methodology (PMM) which draws its foundation from the best of several industry standard methodologies, industry best practices, and our own experience in delivering our products and services many times over. We understand each project is unique and has its own set of requirements. Therefore, a primary tenet of our PMM is to ensure our clients realize a transparent and continuous flow-of-value throughout the project life cycle, culminating in the successful delivery of the projects objectives while creating competitive advantage for you.

As defined within our PMM, our projects follow an industry standard phased life cycle for the organization, management, and control of the project, while allowing for iterative and agile development where deemed appropriate based upon the uniqueness of each project initiative. These phases include: Initiation, Planning, Analyzing & Designing, Building, Testing, Implementation, Production, and Post-Production. Contractor follows the same methodology when implementing our solutions for existing or new clients.

Our PMM is managed and governed by our Project Management Office (PMO). Our PMO has oversight responsibility for our project portfolio ensuring that all project work is consistently managed by the best practices outlined in our PMM, gained over many years of successfully implementing our clients. The primary purpose of our PMO is ensuring the success of every project for every client. As defined within our PMM, our projects follow an industry standard life cycle for the organization, management, and control of the project while allowing for iterative and agile development where deemed appropriate based upon the uniqueness of each project initiative.

To mitigate risk during the project, we work to identify and detail all requirements prior to commencement of development.

Additionally, we employ an enterprise project management tool, Clarizen, to track projects while utilizing multiple internal and external project artifacts during the project life cycle. Clarizen also provides a crystallized view of risks and issues through assessment (identify, analyze, evaluate) and control (monitor, action, closure).

You will also be provided a weekly status report that details project completion percentage, schedule status, project roadmap, period covered, accomplishments, and planned activity.

Project Kick-Off
Projects begin with a project kick-off meeting to review project scope, schedule, deliverables, and responsibilities. We provide the agenda and leadership for this meeting, which typically occurs at the client's office.

Workshops
Contractor categorizes all of our projects into three overall stages: Solution Assurance (Managed by the Client Relations team), Planning (Managed by Contractor Project team), and Delivery (Managed by Contractor Project team). During the Solution Assurance stage, the Contractor Client Relations team identifies the opportunity with the client and provides visibility of a potential partnership to Contractor's Service Delivery and the client's stakeholders. Upon recommendation of contract execution, the project is given a warm transfer to the aligned Project Management team for project kick-off. The early visibility of projects in our organization via the Solution Assurance phase provides a heightened level of clarity once the projects are transitioned to the aligned Contractor Project team. This results in an increase in project velocity, seamless project transition, and greater project control.

Project Management Methodology (PMM)
o Opportunity Management
o Presentation, Approval, and
Transition
o Service Team Alignment
o Client Acceptance
o Knowledge Transfer (GATE)

KUBRA I
Statement of Work (SOW)
Project Management Methodology (PMM)
Initial Project Planning and
Scheduling
o Project Team Assignment
o Project Kick-Dff
Commitment (GATE)
o Project Kick-Off
o Analysis thru Post-Implementation
o Project Manager Led
Figure 3: Project Management Methodology (Confidential) The Contractor Project Manager and Technical team leads the client's teams in discussions regarding business requirements and the configuration options in the contracted products to meet those requirements .

Typically, workshops are performed at the client's office with appropriate representatives including business process experts, data experts, IT staff, and end-customer representatives such as Corporate Communications representatives. Key areas for discussion include:
• Detailed configurations and design for the product(s) to be implemented • Specifications for client-supplied web services or event files to support the product(s) to be implemented
• Specifications for Contractor-supplied web services to be used by the client for business and technical processes and integration
Another key item discussed during this phase is program deployment. There may be several options and approaches to deployment, and Contractor leads discussions on the available deployment scenarios.

Deliverables from the requirements and design phase include technical specifications and a product configuration document with supporting documents as required for each product. The Contractor Project Manager coordinates the review and finalization of all specifications for the project.

Milestones
While our PMM provides the foundation for quality and timeliness through its processes, best practices, guidelines , templates, and workflow , we at Contractor also respect the uniqueness represented by each project effort . As every project is unique, the milestones defined for that project can be just as unique. Our PMM contains a standard list of milestones including our Phase Gate Reviews that are tracked, managed, and reported on throughout the life cycle of the project. These phases include: Initiation, Planning , Analyzing & Designing , Building, Testing, Implementation , Production , and Post-Production .

Project Management Methodology (PMM)
Documentation

KUBRA I
Statement of Work (SOW)
The following key tools and documents are used during a project's implementation:
• Prospect Questionnaire
• Diagnostic Statement of Work
• Implementation Documentation Checklist
• Project Summary Report
• Implementation Services Statement of Work
• Requirements Document
• Implementation Project Plan
• Estimated Project Timeline
• Contact Log
• Project Change Request Form
• Issue Report Form
• Test Plan Recommendations
• Project Sign-off Form
Integrations
Implementation begins with installation of the KUBRA iDoxs Suite and KUBRA EZ-PAY as well as the creation of necessary development and testing environments. Once the base products are configured, the individual product configurations, workflows, and integrations begin. Because our products are designed to exchange data with utility systems, integration between Contractor and Anaheim's environments is needed during this phase of the project. Interim deliverables may include live web service endpoints for both Contractor-provided web services and Anaheim provided web services, as well as sample data files. The Contractor Project Manager and Technical Lead will work with Anaheim's team on key interactions during this phase.

Testing
Because we implement fully integrated solutions, all phases of testing require collaboration between Contractor and Anaheim. Prior to system testing, the Contractor Project Manager facilitates test planning and prepares a testing plan document that references scripts, detailed testing and release cycle dates, issue management systems, issue severity definitions, and test phase exit criteria. During all test cycles, code and product configurations are version managed and released in a scheduled and controlled manner. Contractor follows a traditional enterprise software approach to testing during initial implementation as well as future rollouts. The testing approach includes:
• Factory Testing - Occurs with some support from Anaheim via live web services, representative data feeds, or live data. Ensures functional elements and individual components are ready for System Integration Testing. Tests are both scripted and ad hoc and are conducted by the Contractor Quality Assurance team.
• System Integration Testing - Aims to exercise the end-to-end solution with a goal of providing coverage across all features of the system. Tests are conducted by a joint Contractor and Anaheim team.
• Acceptance Testing - Provides the opportunity for Anaheim to validate that all configurations and implementation work have been completed to match the system design. Tests are conducted directly by your team. Contractor support may include attendance in scheduled testing meetings, issue triage, and analysis support by the Contractor Project Manager and Technical team.

Project Management Methodology (PMM)
KUBRA 12
Statement of Work (SOW)
• Performance/Load Testing - May be a component of testing, depending on the components implemented, and may consist of inbound load simulation and outbound volume measurements. Prior to testing, the Contractor Project Manager and Technical team will work to identify appropriate business scenarios to model.

Deployment & Training
The Contractor Implementation team provides on-going support during the deployment of the solution to production. The detailed planning for deployment is based on the draft deployment plan completed in the early phases of the project. Deployment support also includes administrative knowledge transfer to Anaheim staff.

Anaheim will be responsible for deployment to production of all Anaheim-supplied web services, data, and associated functionality. Contractor completes deployment of all functionality to production for its products.

Anaheim Key Project Personnel
Prior to the start of this implementation, Anaheim will designate a Project Manager who will be the focal point for all Contractor communications relative to this project and will have the authority to act on behalf of Anaheim. Responsibilities include the following:
• Serve as the interface between CONTRACTOR and Anaheim • Manage Anaheim's team member resources, activities, and dependencies • Provide information and responses, coordinate delivery of billing files, identify exceptions, and coordinate parallel testing
• Administer Project Change Control (during the implementation phase) along with the Contractor Project Manager
• Attend project meetings/weekly conference calls
During implementation and after go-live, there will be minimum level of involvement required of Anaheim in order for the project to function at an optimal level. Contractor will require the resources of a small number of Anaheim's personnel. The personnel required to implement the proposed solution should not exceed two or three individuals/skill sets. These resources don't need to be dedicated resources, but should be available for the success of the project. Resources to include:
• Project Manager - Anaheim will assign a Project Manager to coordinate all activities and resources.

Your Project Manager will work with the Contractor Project Manager to ensure that skilled and knowledgeable resources are assigned to support issue resolution, keep the project on track, and help guide the project to successful completion.
• Network Communications Team - At the outset, Contractor will assign a Network Communications Coordinator to the implementation and requests that Anaheim provide a corresponding individual to coordinate and test network connections (FTP or SFTP).
• Billing System Integration Team - Contractor requests that Anaheim provide a resource or two to provide information as needed regarding the billing file and to coordinate delivery of test files. Other responsibilities include User Acceptance Testing.

Project Management Methodology (PMM)
System Requirements

KUBRA I
Statement of Work (SOW) I
Contractor provides a fully hosted solution that is considered Software as a Service (SaaS); therefore, no licenses, additional hardware, or software are required. However, Anaheim will need to have access to the internet in order to access our online client portal. In order to fully align with the most recent PCI compliance and security requirements for online payments, our applications are compatible with the latest versions of standard web browsers such as Internet Explorer, Firefox, Chrome, and Safari. Additionally, our mobile product line is optimized for iOS, Android, Windows, and Blackberry devices.

Contractor Key Project Personnel
What makes Contractor's implementation and support model unique is the team responsible for the implementation will also work with Anaheim for the life of your contract with Contractor. Our clients are assigned a dedicated Client Services team (CSt) not only for the initial implementation, but for the life of their relationship with Contractor. This unique approach to Service Delivery ensures you have continuity of personnel and knowledge transfer to provide a more comprehensive and optimized method of interacting with Contractor today, tomorrow, and well into the future.

At contract award, Anaheim will be managed by your assigned Contractor Client Services team (CSt), which is managed by our Service Delivery organization. Contractor utilizes a team of pooled resources that varies in size depending upon the client's finalized requirements, but typically consists of a Project Manager, Technical Team Leader, Senior Programmer, QA Analyst, Quality of Service Analyst, Billing Administrator, User Acceptance Testing (UAT) Analyst, Database Analyst, and Client Support personnel. The vast majority of your CSt members will have, on average, 7-10 years of experience within their respective fields. Managing the entire relationship for Anaheim will be your Contractor Client Relationship Manager. His/her core focus will be to serve as the primary contact and internal advocate to direct resources and activities within the Contractor organization. He/she will be available to meet and discuss performance regularly at your request and will have ultimate accountability for strategic client relationship management.

Contractor Customer Relationship Manager (CRM)
Contractor assigns each account a dedicated Customer Relationship Manager (CRM) who has ultimate accountability for client relationship management. Anthony Mancini is the CRM assigned to Anaheim and he will continue to act as the point of escalation on issues, support product implementations teams, manage contractual and financial elements of the relationship, and provide guidance on existing and complementary product roadmaps. Some highlights of the CRM role are as follows:
• Stays involved with each product-specific implementation to ensure that it stays on course from the original Statement of Work and inline with timelines referenced in the Project Plan • Ensures that all product implementations support business objectives of the client • Works with the account support team in achieving a shared project vision with the client and manages the client's expectations
• Serves as an executive escalation contact for issue management and functions as an internal quarterback to resolve and manage any and all issues that warrant initial contact. • Supports critical issue escalation by acting as an advocate for both the client and Contractor to ensure expedient and appropriate resolutions
Project Management Methodology (PMM)
KUBRA 13
Statement of Work (SOW)
• Manages all contract requirements for existing business including managing addendums, amendments, updated pricing, new contracts, and contract extensions • Participates in regularly scheduled client review sessions with primary executive, senior-level manager contacts along with Contractor support teams.

High Level Schedule & Project Timeline
The proposed project can be kicked off from an implementation standpoint immediately after contract signing.

The typical duration for the proposed scope of work is 90 - 150 days from project kick-off. All projects follow the same methodology for a consistent flow of value and continuity. A sample project plan has been provided within Schedule A: Sample Project Plan· EZ·PAY (Web and IVR) AND Schedule B: Sample Project Plan· EZ·PAY KIOSKS. An actual project plan based on Anaheim's project specifications will be provided during the early stages of implementation.

Post Production Change Requests & System Maintenance/Enhancements All post-implementation change requests will be submitted through your assigned Contractor Relationship Manager. As change requests are received, they are scheduled and executed based on the issue and subsequent resolution metric.

Small adjustments to the application can typically be accommodated within two to three (2-3) hours. More extensive changes need to be scoped and scheduled within our production and support teams and can vary based on the complexity of the change. Changes requiring more than four (4) hours of work will be completed in collaboration with Anaheim and your Contractor Client Relationship Manager. A Statement of Work will be created to fully address any changes and, if there is a change of scope, any such change shall not be processed in accordance with Section IV of the Agreement.

Contractor has a written, formal Software Development Policy that outlines high level procedures which must be followed for development, maintenance, etc. Per Contractor's Secure Software Development Procedures, software must include security checks and measures throughout the development life cycle. The high level overview of the security measures taking place within each phase of the Contractor development process are as follows:
• Requirements Analysis - Developers should determine whether application requirements are inherently insecure.
• Design - Application components should be planned in a manner consistent with data and network security.
• Development - Developers must consider all application vulnerabilities (e.g., memory bound issues, privilege, and access bypass).
• Code Review - Peer developers, not solely the primary developer, must conduct code reviews of all new software, specifically in an attempt to identify security issues. • QA Implementation - Implementation should not compromise security controls already in place or introduce new vulnerabilities.
• QA Testing - In addition to functional and efficiency testing, all security features of the application should be tested. '
• Documentation - All application features and implementation documentation should include direction on proper security configurations.
• Production Implementation - Implementation should not compromise security controls already in place or introduce new vulnerabilities.

Project Management Methodology (PMM)

KUBRA I
Statement of Work (SOW)
• Production Testing - In addition to functional and efficiency testing, all security features of the application should be tested.

Prior to introduction into the production network or systems, all changes are first tested on a QA or test network isolated from the production environment.

The documented test plan is followed to ensure no adverse effects on the network, systems, or applications.

User acceptance testing is conducted in a pre-production environment for which we provide access to our clients for initial and on-going testing post live date. The timeframe from initial request to go live depends upon the actual change requested.

Support cases for post live date changes include approval, billing details, and a detailed description and are managed and can be referenced within the Case Management section of DocWeb, our online client portal.

5.0 Ongoing Support and Client Services
Support will be in accordance with the Service Level Agreement (SLA) as provided in Exhibit 2 • Support Services.

6.0 Reporting
Contractor shall provide an online tool to Anaheim which allows Anaheim to run daily transaction reports. In addition, this tool will allow Anaheim to produce monthly and annual reports summarizing the various payment applications that were used by Anaheim customers and the various payment mechanisms used by Anaheim's customers.

Contractor provides two client portal consoles for administrative and reporting tasks - the Admin Console and the User Console. The Admin Console is the "behind-the-scenes" module that manages the Client's Customer Service Representatives and provides the ability to manage and report on the application and the data currently loaded into the central database. The User Console allows authorized Client personnel to manage customers. There is the ability to export your data into an Excel, CSV, or XML file for further analysis across all reports created. All data will be stored for a minimum of 36 months.

The Admin Console provides role-based access allowing Administrators greater control and flexibility when granting users access to the application. With segmented access, Administrators can establish group level profiles and then assign Users to each group and their associated attributes. There is no limit to the number of profile groups that can be established within the system. Options include access restrictions by date/time and IP address as well as a wide variety of available features/functions (e.g., ability to apply refunds and cancellations). With the ability of Administrators to build and maintain profile groups with extensive variables, you are able to institute a more controlled approach across each user's section.

The User Console provides easy-to-use reporting tools to all payment activity in real-time. The Client's CSRs can view all payment history for a given time period and view payment details by Date range, Payment source, Type, Status, Confirmation number, Payer name, Account number, Payment Account, and Payment 10.

Additionally, the User Console allows a CSR to take a one-time payment from a customer over the phone in a live, CSR assisted capacity, if desired.

Highlight Functionality:

Manage CSRs and their productivity through various types of audit reporting and tracking • Real-time authorization of payment account information eliminating ACH returns and credit card declines Enables a powerful collections tool for your credit department with real-time posting Project Management Methodology (PMM)
KUBRA 1=
Statement of Work (SOW)
• Real-time posting allows for reporting and tracking of the scheduled payment immediately after initiation. • User Console gives collectors and CSRs the power to look up and modify all electronic payments regardless of payment type or entry mode (e.g., Call Center, IVR, Internet, or Mobile). • Web-based access to all applications through a standard browser such as Microsoft Internet Explorer® - no client software in any capacity (eliminates need for proprietary client viewers or software plug-ins) • Integrated Application access with data pre-populated within your CRM/CIS User Interface which allows for optimized processing of one-time Call Center assisted payments The iOoxs Administrator at the Client will create a unique user 10 and password for each Client employee that is granted access to view transactions and/or customer information online. With the ability of Administrators to build and maintain profile groups with extensive variables, you are able to institute a more controlled approach across each user's section.

Project Management Methodology (PMM)
User Console Functionality
[Payment Manager]
• Search for a payment
• Take a one-time payment
• Refund/cancel a payment
KUBRA ./1
Statement of Work (SOW)
• Manage a "Cash Only Accounts" list
[Notification Manager]
• View user and system generated notifications sent via e-mail, SMS, and voice to subscribers [Report Manager]
• Run reports to track enrollment, payments, subscriber activity, data loading, and e-mail and SMS activity User Console Reports
The User Console provides easy-to-use reporting tools to all payment activity in real-time. Authorized CSRs can view all payment history for a given time period and view payment details by Date Range, Payment Source, Type, Status, Confirmation Number, Payer Name, Account Number, Payment Account, and Payment ID. The consoles support over 40 ad hoc reports that can be generated on demand. There is the ability to export your data into an Excel. CSV1 or XML file for further analysis across all reports created.

In addition, the User Console's Report Manager provides a high level of granularity with respect to data management, user community support/monitoring, and payment settlement/tracking. It provides The Client access to a multitude of data stored in the Contractor platform. For each report, the User selects the Report Type then selects the specific report he or she wishes to run and enters the desired search criteria (dates, parameters, etc). Reports include:
[Audit Reports]
Access to various activities based around the files loaded into the platform as well as User activity within the system. These reports are designed to provide statistical information on loaded files for auditing purposes. -- T Report· Name , i Description· .... - - -_ .. -_._-.. - --- .-. _. .. - .-- ". --~ -----"-- .-------.-~.--~~.---- .--.. -.~~~-------.-- I/) This report details the billing data that is received from the biller. Details 1:: Data Loaded 0 properties of the data file and status. Q.

G)
0::
~
" User Activity This report provides details on internal user (CSR) activity patterns across a ::I <C variety of profiles and optional search criteria.

Project Management Methodology (PMM)
[Payment Reports]
KUBRA 13
Statement of Work (SOW)
See what payments have been processed and give financial details useful to any business. Statistics such as payments successfully processed, refunded, and returned are available. This makes balancing a bank statement much easier.

R.portName Description
Payment
Source This report details a summary of payments in the specified time period sorted Summary by payment source.

Report
Pay Type This report details a summary of payments in the specified time period sorted ~
Summary by payment type. Report
0 Q. CSR Payment This report details a summary of payments processed by CSRs sorted by the CI> ~ Report CSR that processed the payments. .. c
CI>
Payment This report details a listing of all payments in iDoxs based on date range, E ~ Report payment status, and Customer 10. ea 0..

Returns Displays transaction information regarding the returned charges based on a Report selected date range, payment mode and category
Funding Display deposit information regarding the funds transferred to your account Report based a selected date rage and category
Credit Card Provides a listing of all accounts with CCs set to expire within the selected date Expiration range
Report
[IVR Reports]
Displays call1lVR statistics based on location, time, duration, date, etc.

Report Name Oes-crlption
Call Summary This report details, across a date range, the total volume of calls, length per call, and the maximin averages per date detailed.

Calls from This report details across a date range, the specific area codes and exchange ~ Location ID's across volume metrics.
0 Q.

Time of Day This report details, across a date range, the number of calls made spanning a CI> ~
Report date ranges, grouped by the hour of day each call was placed . .. c CI>
E Calls by Area This report details, across a date range, the number of calls made from a ~
ea Code specific area code. 0..
~
Call Duration This report details, across a date range, the number of calls made, grouped by ~ Report the hour and the relative percentage of the calls made during that specific hour Calls by This report details, across a date range, the total number of calls, total minutes Month of all calls, and the average call length, grouped by month.

Project Management Methodology (PMM)
KUBRA I :

Statement of Work (SOW)
---'---._- .- .-.-~-
Detail Call This report details, across a date range, the total number of calls, total minutes Summary of all calls, and the average call length, grouped by date.

Day of the This report details, across a date range, the total number of calls, total minutes Week Report of all calls, and the average call length, grouped by weekday. [Transactions Reports]
Displays information based on the Transaction Rules set up in the Transaction Manager (reporting on blocked suspected fraudulent activity)
_. _._ -·4
Report Name Description
.~ __ 0"
-
I/) Block Activity This report will show a detailed list of blocked payment attempts. 1: 0
Q.
~
I/)
Block This report will show a summary blocked payments sorted by the Rule Type. c 0 Summary The report can be grouped by week, month or year. ~ co I/)
c co Block Rule This report will list all rules. It will show the date of the last match and indicate ~ .- Usage if the rule is active.
[Notification Reports]
View statistics regarding the e-mail, SMS, and Voice reports by Channel type sent via the platform ; Report Name i Description I ,
I i
----f--- --_. __ .. _---
Email This report provides a summary of the email notifications sent by the platform (Payment Confirmations, for example) by date range.

I/)
1: This report provides a summary of the SMS notifications sent based on a date 0 SMS Q. range. CI) 0:::
c Provides reports within specified date range with number of customers, 0 ~ number of answered calls, number of attempts, and percentage of answered co (,)
IVR Summary calls. e;::
:g z
Provides reports within specified date range with number of customers, IVR Summary number of answered calls, number of attempts, and percentage of answered Report calls.

Project Management Methodology (PMM)
IVR Payment
Summary
IVR Transfer
Summary
Call Duration
Call Result
Summary
Call Result
Detail
KUBRA /31
Statement of Work (SOW)
Provides reports within specified date range with number of customer, number of payment attempts, number of total attempts, and percentage of payment attempts
Provides reports within specified date range with number of customer, number of transfers, number of total attempts, and percentage of transfers Provides reports within specified date range with number of calls, total time duration, and average time per call
Provides reports within specified date range with number of calls, number of answered calls, number of calls which reach answer machine, number of no answer calls, etc
This report will be linked from Call Result Summary Report and will provide detailed information for individual call results and time they were made Admin Console Functionality
[User Manager]
• Create, manage, and remove authorized Client users
[Notification Manager]
• Create and manage e-mail, SMS, or voice notifications sent for events like new enrollments, new documents, rejected payments, forgotten passwords, etc. • Notifications are organized by type, subscriber group, channel, and language. [Subscriber Group Manager]
• Add, edit, or delete Subscriber Groups
[Payment Manager]
• Search payment activity by payment date, payment entry date, status, source, method, payment ID, payer name, account number, confirmation code, or amount
[Security Manager]
• Control and manage the security and access of the User Console • Define specific security roles with unique feature permissions and access rights • Lets you control when, where, and what Users can work with • Add, edit, or delete roles
[Call Center Manager]
• Define the call center phone number and business hours used in various sections of iDoxs • Define multiple call centers with different phone numbers Project Management Methodology (PMM)
[Voice Inventory Manager]

KUBRA I
Statement of Work (SOW)
• Manage voice files that are used in voice notifications and communications Admin Console Reports
The reports section within the Admin Console provides for the tracking, monitoring, and reporting of all activities associated with the electronic storage, presentment, and payment of electronic bills. The reporting tool's key/primary role is to capture all events/activities into an electronic audit journal that is made available to a user defined audience. The Admin Console delivers a powerful administrative solution that logs the occurrence of all primary events within the bills online lifecycle with a high level of verbosity allowing for effective customer support and systems management. The Admin Console supports over 20 ad hoc reports that can be generated on demand. Across all reports created there is the ability to download the data into an Excel spreadsheet which will automatically open your Excel client and populate the data for further analysis.

Below we have provided an overview and some screens hot examples of the reporting features. [Administrative/Reporting Highlights/Transaction Report] The Transaction Report within the Payment Reports section allows the Administrator to run a payment activity report with respect to the status and details of payments with multiple search criteria including Status (e.g., All, Approved, Cancelled, Rejected, Scheduled, and Pending), Payment Source (e.g., ALL, IVR, VBS, and One­ time), Date Range, Payer Name, Account Number, Payment Type (e.g., ACH and Credit Card), and Confirmation Code.
[Audit Reports/User Activity Reports]
The User Activity Report allows the Administrator to run an activity report on their community of internal Users (CSRs and Employees) by User ID, specific activity, or all activities (e.g., Login, Logout, Login Failed, CSV Download, and PDF Download) and across a diverse date range. From within the User Activity specific report search interface, you can also navigate to the other report within the Audit reports category, Data Loaded, by sourcing the "Select a Report" drop down menu.
[Search Tools]
Navigation and interaction tools are the same as with the Data Loaded Report within the Audit Report section of the reporting tools group. Our reporting solution utilizes one common payment engine and platform to support all the various payment channels, types, and configurations which allows our clients to manage and track transactions from one database and one reporting/tracking engine. You can track payments by source across e-bill enrolled, EFT, one-time, IVR, and a wide variety of consolidator networks within one payment reporting toolset. This functionality is only possible if it powers all functionality from a common technology platform without reliance on third parties and secondary solutions.

The Admin console provides a comprehensive set of dynamic reporting and tracking tools related to Tier 1 and 2 customer support. The Admin console allows you to:
• Access ad-hoc real-time reporting across a number of core metrics (e.g., review the average length of a call from 1 :00 p.m. to 3:00 p.m.)
• Track all payments real-time regardless of status, source, or type • Track IVR assisted payments real-time
Manage your call center user environment with our intuitive roles based security dashboard Project Management Methodology (PMM)
Schedule A: Sample Project Plan - EZ-PAY (Web & IVR)
KUBRA I;
Statement of Work (SOW)
Below is a sample project plan for the EZ-PAY non-enrolled one-time Web and IVR payment solution.

Client: Sample Duration Start End
Date Date
EZ-PAY 79.52 d TBD TBD
MANAGE: Knowledge Transfer (KTm) 2h TBD TBD
PLAN 5d TBD TBD
REVIEW: Requirement definition / project scope definition 3d TBD TBD MANAGE: Opportunity (TL) 2d TBD TBD
ESTIMATE and/or VALIDATE the STANDARD: Work Effort 1 d TBD TBD COMMIT: Resources and KICKOFF DATE 1 d TBD TBD
REVISE: Project Schedule 1 d TBD TBD
PROJECT: Kick Off 2h TBD TBD
MANAGE: Project Kickoff Meeting 2h TBD TBD
GOVERNANCE: Weekly Status Meetings and Project Status 45 d TBD TBD Reporting
GOVERNANCE: Weekly Project Meetings (PM) 45 d TBD TBD
GOVERNANCE: Weekly Project Meetings (PA) 45 d TBD TBD
GOVERNANCE: Weekly Project Meetings (TL) 45 d TBD TBD
PUBLISH: Roadmap with Accomplishments and Planned Activity 45 d TBD TBD (PSr)
ANAL YSIS & DESIGN 15 d TBD TBD
MANAGE: Requirements Gathering (TL) 15 d TBD TBD
MANAGE: Requirements Gathering (PM) 15 d TBD TBD
MANAGE: Requirements Gathering (PA) 15 d TBD TBD
SOLUTION DESIGN 7.06 d TBD TBD
SOLUTION DESIGN: Creation of Solution Documentation 5d TBD TBD SOLUTION DESIGN: Preparation for Solution Design Meeting 2d TBD TBD SOLUTION DESIGN: Meeting 30 min TBD TBD
BRD ACCEPTANCE 5d TBD TBD
OBTAIN: Merchant 10'5 TBD TBD
BUILD 40 d TBD TBD
BUILD: EZ-PAY Solution 28.63 d TBD TBD
BUILD: iDoxs Platform Set-up 2d TBD TBD
BUILD: EZ-PAY Solution (Web) 10.63 d TBD TBD
BUILD: Data LoadNalidation 5h TBD TBD
BUILD: EZ-PAY Pages & Business logic 5d TBD TBD
BUILD: Branding 5d TBD TBD
BUILD: Email Template Set-up 2h TBD TBD
BUILD: IVR Solution 11 d TBD TBD
BUILD: IVR Coding and Business Logic 5d TBD TBD
BUILD: IVR Call Flow and Sign-off 5d TBD TBD
BUILD: IVR Recorded Scripts 4h TBD TBD
UNIT TEST: IVR 4h TBD TBD
BUILD: iMobile Solution 5d TBD TBD
BUILD: iMobile Optimized Browser 5d TBD TBD
Project Management Methodology (PMM)
BUILD: iMobile SMS
BUILD: e-Iockbox Solution
BUILD: Remittance Processing/Settlement File Handling
BUILD: Remittance Processing II (returns processing)
BUILD: Sample Remit File Creation
MANAGE: Project OverSight and Management
CODE REVIEW: Solution
SUBMIT: iDoxs Internal test Booklet
SUBMIT: PRE-PROD Change Request
PROMOTE: to PRE-PROD (PREP)
TEST
MANAGE: UAT Iterations
GAIN: Client Acceptance (PLd)
SUBMIT: PRODUCTION Change Request
PROMOTE: PRODUCTION
MANAGE: Production Deployment

PROJECT LIVE

WARRANTY
TRANSITION: To Client Support Team
2d
1 d
1 d
1 d
1 d
40 d
4d
1 d
4h
6h

6.46d
5d
1 h
4h
4h

2.67 h
6h
6h

KUBRA I
Statement of Work (SOW)

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBO TBD
Project Management Methodology (PMM)
KUBRA 14
Statement of Work (SOW)
Schedule B: Sample Project Plan - EZ-PAY KIOSKS
Below is a sample project plan for the EZ-PAY Kiosks payment solution.

Name Start Due % Resources Date Date Complete
Anaheim_E_Kiosk TBD TBD 0
Project Management TBD TBD 0 KUBRAPM
Site Survey Report Sign-off TBD TBD 0 KUBRAPM
Client Kick-off Call TBD TBD 0 Anaheim
Wrap Design Approval TBD TBD 0 Anaheim
Create Wrap Design TBD TBD 0 Alison Copeland
Anaheim - Approval of Kiosk Wrap Template TBD TBD 0 Anaheim, KUBRA PM Complete App Configuration document TBD TBD 0 Anaheim
Kiosk Initiation and Planning TBD TBD 0 KUBRAPM
Wrap Approval TBD TBD 0 KUBRA PM
Complete Site Survey TBD TBD 0 KUBRAPM
Order/Ship Indoor Kiosk TBD TBD 0 KUBRAPM
Order/Ship Outdoor kiosk TBD TBD 0 KUBRAPM
Application Configuration document TBD TBD 0 KUBRA PM
Kiosk BRd TBD TBD 0 KUBRA PM
KUBRA Provide Test Accounts to Kiosk provider TBD TBD 0 KUBRASD KUBRA Provide Credentials (TEST/PROD) TBD TBD 0 KUBRASD KUBRA obtain 'physical' test credit cards TBD TBD 0 KUBRA PM Kiosk Wireframe TBD TBD 0
Create Wireframes - Kiosk provider TBD TBD 0 KUBRA PM
Review Wire frames w/DEV team - Kiosk provider TBD TBD 0 KUBRA PM Sign-off on Wireframes - LPL TBD TBD 0 Anaheim
Anaheim - Review Wire-frames - Meeting TBD TBD 0 KUBRA IT, Anaheim,

KUBRA SO, KUBRA PM
KUBRA BUILD TBD TBD 0
Project Management Methodology (PMM)

KUBRA I
Statement of Work (SOW)
EZ-PAY API Configuration TBD TBD 0 KUBRA Tech
iDoxs API Configuration & Set-up TBD TBD 0 KUBRA IT
Demo Service Set-up for Testing TBD TBD 0 KUBRA IT
Kiosk API Code Review TBD TBD 0 CSD PA
Kiosk API CAB Meeting (PREP) TBD TBD 0 CSD PA, KUBRA SD,

KUBRAPM
Kiosk API Change Request (PREP) TBD TBD 0 KUBRA IT
Kiosk API PREP Migration TBD TBD 0 QA Team
Kiosk provider: BUILD TBD TBD 0 KUBRA PM
Kiosk provider Software Development TBD TBD 0 Kiosk provider Kiosk provider QA Tasks TBD TBD 0 Kiosk provider
Kiosk provider Hardware Tasks TBD TBD 0 Kiosk provider
Client Dashboard TBD TBD 0
Provide Anaheim handout of dashboard catalog TBD TBD 0 Kiosk provider Anaheim confirms desired charts TBD TBD 0 Anaheim
Create Dashboard Ticket TBD TBD 0 Kiosk provider
Dashboard Creation TBD TBD 0 Kiosk provider
Anaheim Dashboard Training TBD TBD 0
Set Up Cash Capacity Alerts (Need distribution email TBD TBD 0 Anaheim, Kiosk provider from Anaheim) Anaheim Set-up Tasks TBD TBD 0 Anaheim
Anaheim - Site Preparation TBD TBD 0 Anaheim
Anaheim - Organize Testing Team TBD TBD 0 Anaheim
Anaheim - Organize marketing team for Kiosk adoption TBD TBD 0 Anaheim, Sara Small,

KUBRA PM
Anaheim - Organize Pilot EE's TBD TBD 0 KUBRA PM
Anaheim - Armory Service Contract Sign-off TBD TBD 0 Anaheim Kiosk - Adoption Marketing TBD TBD 0 KUBRA PM
KUBRA - Complete Playbook Preparation Template TBD TBD 0 KUBRA PM KUBRA - Create Anaheim Playbook and TBD TBD 0 Sara Small Badges/Buttons Project Management Methodology (PMM)

KUBRA I LI
Statement of Work (SOW)
KUBRA - Initial Playbook Review meeting TBD TBD 0 Kevin Campbell, Sara Small, KUBRA PM
KUBRA - Playbook Updates TBD TBD 0 Sara Small, KUBRA PM Anaheim - Kiosk Playbook Review TBD TBD 0 Anaheim, Sara Small,

KUBRAPM
Kiosk Testing - KUBRA TBD TBD 0
KUBRA: API Integration Testing (DEMO) TBD TBD 0 Anaheim Kiosk API Internal Test (QA) TBD TBD 0 Anaheim
Kiosk CAB Meeting (PROD) TBD TBD 0 CSD PA, KUBRA SD,

KUBRAPM
Kiosk Production Migration TBD TBD 0 QA Team
Kiosk Go Live - KUBRA TBD TBD 0 Anaheim
Kiosk Deployment TBD TBD 0
Deployment to site (kiosk shipment) TBD TBD 0 Kiosk provider Kiosk shipment to site (shipped/received) TBD TBD 0 Kiosk provider Client Training & UAT TBD TBD 0 Anaheim, Kiosk provider Onsite Kiosk Set-up TBD TBD 0 PABACKLOG
Client Training (Kiosk provider - Kiosk) TBD TBD 0 Anaheim, Kiosk provider Client UAT TBD TBD 0 Anaheim, Kiosk provider
Schedule UAT Review Meetings TBD TBD 0 PA BACKLOG
Client confirm payment reporting TBD TBD 0 Anaheim
Client UAT TBD TBD 0 Anaheim
Bug Fix (start/finish) TBD TBD 0 Kiosk provider
Production Readiness Client Sign-off TBD TBD 0 Anaheim
Application Deployment to Production Environment TBD TBD 0 Kiosk provider Kiosk Placement Into Production (Kiosk provider) TBD TBD 0 Kiosk provider Kiosk placement into Production (IT confirmation TBD TBD 0 needed) Test Transactions TBD TBD 0 Anaheim
Confirmation of payment processing and posting (soft TBD TBD 0 Anaheim Go-Live) Transport Kiosk to Final Location TBD TBD 0 Anaheim
Project Management Methodology (PMM)
KUBRA j
Statement of Work (SOW)
Schedule Go Live wilT TBD TBD 0 Kiosk provider
Schedule Go-Live w/Anaheim TBD TBD 0 Anaheim, Kiosk provider Post Production Monitoring TBD TBD 0
Monitor System TBD TBD 0
Welcome to CB Support document delivery TBD TBD 0 Kiosk provider Support Notification & Engagement TBD TBD 0
Closeout TBD TBD 0 Kiosk provider
Closeout Package TBD TBD 0 Kiosk provider
Closeout Package completion TBD TBD 0 Kiosk provider
Closeout & Acceptance Client Sign Off (delivery/receipt) TBD TBD 0 Anaheim, Kiosk provider This Plan is subject to the Kiosk Delivery Deadline.

Project Management Methodology (PMM)
EXHIBIT 2

SUPPORT SERVICES
[ATTACHED BEHIND THIS PAGE]
IKUBRA
General:

Exhibit 2
Support Services
Contractor shall provide reports of its performance against the Service Levels on a monthly basis.

Service Levels shall be applicable 90 days after the Production-Ready Date.

Contractor will use commercially reasonable efforts to provide the Support Services in accordance with the performance standards ("Service Levels") set forth in this Exhibit 2 in.

Performance at or above a Service Level shall constitute satisfactory performance by Contractor.

In the event that, at any time, a monthly Service Level report shows any material failure by Contractor to meet any of the Service Levels, Contractor shall: (i) within thirty (30) days after the date of delivery of such report, deliver to Customer a remedial plan showing in reasonable specificity and detail (A) Contractor's findings regarding the causes for such failure to meet Service Levels and (B) a remedial plan of actions reasonably designed to eliminate, prevent or reduce the future likelihood of recurrence of such causes; and (ii) diligently proceed to carry out such plan.

Commitment to Data Security
Contractor will keep its security practices current by performing independent third party audits.

Requests for audit results will be made through the designated team leader during the implementation process and to the assigned Project leader once the system is in full production.

Management Reporting Frequency and Content
Contractor will supply daily, weekly and monthly reporting, as needed, to Anaheim accessible via the iDoxs Admin Console. A complete list of all reports accessible via this application is available in the iDoxs user guides.

Support Hours
Post Production, Contractor will provide Anaheim support weekdays 8:00 am ET to 8:00 pm ET, excluding holidays. Anaheim support required at another time will be based upon the severity of the problem. Contact will be made in accordance with the support defined below.

Telephone support services, available Monday to Friday 8:00 am ET to 8:00 pm ET excluding holidays, will include assistance related to routine questions regarding use of the KUBRA EZ-PAY and KUBRA iDoxs Suite system, assistance in identifying and verifying the causes of suspected errors or malfunctions in the system, advice on detours for identified errors or malfunctions, where reasonably available and correction of reproducible errors of the system that cause the applicable system to deviate materially from Exhibits 1 and 5.

After Hours Support
Contractor will provide support outside of regular business hours as needed. Although your dedicated support team will be unavailable, general support will still be available for any Production related issue. With that in mind please attempt to make solution specific requests for changes during business hours and use after hours support for service interruptions and issues.

On-site Support
On-site services will be provided at the Anaheim's reasonable request. Contractor shall charge Anaheim for such on-site services at Contractor's then-current rates, plus reasonable travel costs and other out-of-pocket expenses directly incurred in performing such services, provided Anaheim has agreed to pay for on-site services in advance. Such requests shall be processed through the Change Order procedures in the Agreement. However, Anaheim shall have no obligation to pay for services rendered as a result of a failure of the Contractor solution to satisfy the Service Levels set forth herein, where Contractor determines in its sole discretion, that such services must be performed on-site at Anaheim s premises.

IKUBRA
Escalation Procedures
In order to properly track and monitor, all issues must be report~d to Contractor Support via the dedicated 800 telephone number and / or to [email protected] Anaheim may also elect to escalate an issue directly to your dedicated Client Relationship Manager.

Service Levels - KUBRA EZ-PAYand KUBRA iDoxs Suite:

System Availability
Contractor shall make access available to the Services twenty-four hours per day, seven days per week, less (a) scheduled maintenance; and (b) excusable downtime resulting from events beyond Contractor's reasonable control (the "Availability Period"). Contractor will conduct proactive monitoring of all servers, including monitoring disk space, CPU utilization, memory utilization and critical error messages. Contractor will take commercially reasonable efforts to notify Anaheim in advance of any potential server outages or equipment failures that would prevent Anaheim from using the Services. Contractor will provide support 24 hours per day, 7 days per week, to all servers. Contractor will maintain at least 99.9 percent (99.9%) server availability during the Availability Period, which availability shall be measured monthly and based on a system-wide average. Events that are beyond the control of Contractor, such as web brownouts, consolidator/payment processor unscheduled downtime, and scheduled maintenance are not included
Scheduled Maintenance
Contractor will schedule all routine system maintenance, hardware and software upgrades, and network changes from 2AM ET to 6AM ET each Sunday. The scheduled maintenance window will not apply towards the Availability Period.

Notice for Changes
Contractor will take commercially reasonable efforts to provide 72 hours advance notice for any unscheduled system maintenance.

Response Time
Contractor will take commercially reasonable efforts to maintain an internal response time of five (5) seconds or less for all transactions from the time they arrive at the Contractor firewall until they are delivered back to the firewall.

Parsing and Presentment
Upon Contractor's receipt of the document data from Anaheim, Contractor will process and load the customer data, no later than the time frame mutually agreed to after receipt. All regularly scheduled files received for parsing and/or presentment will be processed within twenty four (24) hours of receipt by Contractor unless otherwise specified and agreed upon with Anaheim. Receipt of the file is identified as the successful completion of the transmission of the file and the relevant return code confirming successful transmission. In the event of exceptionally large, additional, missed, or the reprocessing of files, special arrangements must be made with Contractor client support to determine a mutually agreeable schedule for delivery.

E-mail Delivery
E-mail messages will be made available to applicable customers within eight hours of the event that triggers the message. Events that are beyond the control of Contractor, such as web brownouts and scheduled maintenance are not included in this time commitment Payment Processing and Posting
If Client elects to accept ACH payments, Contractor shall create (a) a daily ACH file to be electronically transmitted to the designated financial institution on each business day (Monday through Friday, excluding Bank holidays), for the total amount of the transactions processed, in

accordance with the terms and conditions set forth herein; and (b) a separate Accounts Receivable file that is consistent with the ACH file and (c) that Contractor will post the Accounts Receivable (AIR) file each day on a specified FTP server for Anaheim at a mutually agreed-upon time. If Anaheim elects to accept Credit I Debit cards, Contractor shall authorize those transactions on a real time basis with the Anaheim's credit card processor (which is currently Elavon) and provide a nightly settlement file to the credit card processor for verification.

Anaheim's credit card processor will be responsible for depositing the funds to your designated bank account.

Though Anaheim may change its credit card processor, Contractor does not support all credit card processors. Therefore, in order to change its credit card processor, Anaheim shall provide at least 120 days written notice to Contractor indicating the name of the new credit card processor.

Contractor will respond to Anaheim within 7 days to confirm if the new credit card processor is supported.

If the processor is supported, Contractor will confirm in writing to Anaheim what fees and charges Anaheim will incur to support this processor for the migration and, if acceptable to Anaheim, a change order will processed in accordance with the procedures set forth in the Agreement.

If the processor is not supported, Contractor will consider support of the new credit card processor and, if Contractor decides to support the new processor and Anaheim confirms, an estimate will be provided to Anaheim of the costs to change to the new credit card processor.

Anaheim will within 21 days provide written confirmation to Contractor if Anaheim would like to move forward with the change to the new credit card processor. If Anaheim decides to move forward a change will be processed in accordance with the procedures set forth in Agreement.

Services Level Failures:

Excused Performance Problems
Contractor shall not be liable to Anaheim for any failure to meet a Service Level to the extent that such failure is attributable to: (i) a force majeure event; or (ii) acts or omissions of Anaheim; or (iii) breaches of the Agreement by Anaheim. The foregoing is referred to herein collectively as an "Excused Performance Problem." Force majeure events include acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, and wars.

Single Point of Contact
Regardless of whether any failure by Contractor to meet a Service Level is attributable to Contractor or an Excused Performance Problem, and without limitation on Contractor's obligations to address such failure as otherwise specified in this Agreement, Contractor shall provide a single point of contact in the form of a toll-free number to address resolution of such failure and shall act promptly to address the problem causing the failure.

Incident Management
All incidents that occur and affect Anaheim directly and/or indirectly will be managed to resolution by your Support Team with ongoing communication to Anaheim. Resolution of incidents at Contractor is facilitated through:
• Contractor incident management 7 X 24 based on the severity of the issue defined hereto. • Contractor analysts will track incidents to ensure that they are resolved in a timely manner.

Resolution may be in the form of a transfer to the Anaheim's own support service where appropriate.
• Escalation of any incident to Contractor management at any time.

IKUBRA
• Communication to all necessary parties as detailed in the contact lists agreed with Anaheim. • Classification of the severity level of each incident in accordance with Contractor's Incident Classification Standard
• Integrity and completeness of Incident records.

Incident Classification Standard
Contractor shall use all commercially reasonable efforts to respond to incident reports according to the following schedule:

Incident Classification Action 1 Action 2 Action 3
Severity Level 1 1 hour 1 business day 15 business days Severity Level 2 1 hour 1 business day 30 business days Severity Level 3 1 hour 15 business days 45 business days Severity Level 4 1 hour 45 business days as appropriate

IKUBRA
Incident Classification Definition
Severity Level 1
Severity Level 2
Severity Level 3
Severity Level 4
Action Classification
Action 1
Action 2
Action 3
Fatal: Errors preventing all useful work from being done as reasonably determined by Anaheim and Contractor.

Severe Impact: Errors, which disable major functions from being performed as reasonably determined by Anaheim and Contractor.

Degraded Operations: Errors disabling only certain nonessential functions as reasonably determined by Anaheim and Contractor.

Minimal Impact: Minor and cosmetic issues as reasonably determined by Anaheim and Contractor.

Acknowledgement of receipt of reported issue or error
Provide patch, workaround, temporary fix and document corrective action
Official object code fix, update or major release and/or updated documentation
Incidents are tracked via a work request "ticket" that documents all correspondence through its entire "life cycle". The ticket is also used to collect vital information for the change management logs which detail all issues and the subsequent adjustments and revisions to the solution in question.

Note: Business days are Monday to Friday, excluding national holidays.

EXHIBIT 3

TRANSACTION AMOUNTS
[ATTACHED BEHIND THIS PAGE]
~KUBRA

KUBRA EZ-PAY /
Exhibit 3
Transaction Amounts
$0.10*
$0.10*
$0.30*
$0.02*
$0.04 (optional)
~--,--,,-",--~,",---____ ...,,,..-_--+ _______ ~~ied per payment settled er e-bill delivered into the consolidator network ,
iLockbox
Applied per transaction processed via the consolidator network. F also applies to external payments (not processed by KUBRA) if loaded into the database --------=----- +---- ---------------------lied r EFT a ment settled. EFT *Current services provided by KUBRA to APU
Terms/Conditions:
• Any long distance fees incurred to support the IVR application are at the Anaheim's sole cost.
• The iPay and EFT Payment fees only include validation, warehousing, scheduling, and delivery to the Processing Network . Your ACH originator and/or Merchant Acquirer will levy additional charges such as, but not limited to, origination, authorization , interchange, settlement, dues and assessments , and other payment processor fees .
• Chargeback and/or return fees are applied to all returns (Le., invalid account number, NSF, NOC) and are levied directly by the ACH originator and/or merchant acquirer to Anaheim.

IKUBRA
General Terms/Conditions:
• Transaction pricing listed above will be billed monthly as of the Effective Date • Implementation fees are waived and includes all configurable options included at no cost.
• Post Implementation Professional Services hours are billed out at $185.00 per hour for adjustments to the in-production system. An estimate will be created with respect to the number of billable hours required and a statement of work signed prior to work commencing. Adjustments to the in-production system requiring less than four (4) hours of total professional services can be managed online within our online support case application. Any such services shall not billed or performed without compliance with Section IV of the Agreement. • Customized (Code change) options will be scoped and billed out at Professional Service rates. Any such options shall not billed or performed without compliance with Section IV of the Agreement.
•
• KUBRA provides for use of web and audio conferencing for training and initial and on-going implementation meetings at no charge. On-site meetings - We bill out, per hour, our standard professional service rate which is $185/hour. This does not include travel and lodging expenses.

BRA
Kiosk Pricing
Kiosk Financial Review:

Project Management Included
Business Requirement Gathering Included
Statement of Work Development Included
Programming and System Testing Included
User Training Included
KUBRA EZ-PAY Kiosk Adoption Playbook
Upfront Implementation Fee
Term Cycle
Supported Payment Types
Fee Per Transaction
Fee Structure
Transaction Minimum**
$0.00
36 months
Cash
$1.50*
Check
$1.50*
Credit Card
$1.50*
Biller or Consumer Absorbed supported
Calculated at 1500 times $1.50 per month
PIN-less Debit Card
$1.50*
* Does not include Payment processing fees which are a pass through from your ACH originator and/or Merchant Acquirer who will levy additional charges such as, but not limited to, origination, authorization , interchange, settlement, dues and assessments , and other payment processor fees.
** Should the minimum not be attained shortfall is calculated as follows:
• For example, assume only 1,000 payments are processed at a Kiosk in one month.
o 1,500 minimum - 1,000 actual number of payments = 500 transaction shortfall

IKUBRA
o Client therefore pays the 500 transaction shortfall X $1.50 per payment = $750
Notes:
• Requirements which require custom coding outside of the Exhibits 1 and 5 if required will be estimated and are billable based on the timelwork effort at $185/hour:
• Some PIN-less debit cards may have restriction on use as defined by issuer and network.
• Kiosk solution excludes armored car services.
• Kiosk hardware is maintained through the life of agreement. • Anaheim is responsible for any construction charges to prepare site for kiosk installation.

Additional Included Kiosk Services at no additional cost to Anaheim:
• Kiosk hardware procurement based on the mutual requirements confirmed with client. Kiosk hardware typically includes indoor locations. • Kiosk hardware installation, training, and maintenance at the mutually designated location
• Support and installation as an Infrastructure-as-a-Service (laaS) model with kiosk application
• Real-time data integration to customer database via direct integration to KUBRA iDoxs platform
• Real-time integration to KUBRA for payment processing capability of cash, check, PIN-less debit card, and credit card transactions including seamless transaction reporting in the dashboard console
• Optimized screen flow for customers including account search methods and functionality that can be accommodated by the data available. These may include, but are not limited to,:
o Development of a scannable QR code
o Phone number lookup
o Service address lookup
o Driver's License barcode scan for automated service address lookup o Social Security Number
• Optionally, specialty kiosk processes and screen flows to facilitate additional in­ person services, such as reconnection of service and scheduling if host system data, is available.

IKUBRA
• Comprehensive reports with near real-time analytics via the online dashboard provide instant access to payments by kiosk, payment volumes, payments by tender type, and geographic location
• Staff training on kiosk operation and minor maintenance including best practices for driving kiosk adoption
• Client's armored car service training on close out procedure to empty cash acceptors
• Consultation on kiosk QR code
o Where to print on the statement, symbol design, and marketing methods to maximize adoption
• On-going enhancement of the initial application deployed as a result of responses to customer feedback and experience data collected at kiosk • Consideration for potential future changes in business practices, deployment of new business services (such as pre-paid service), or bill payment by other departments
• On-going system enhancement including the development of new features and processes seamlessly upgraded to kiosk and server
• Customer software development and communications
• Electronic receipting and telecom services

EXHIBIT 4

SOLUTION REQUIREMENTS
[ATTACHED BEHIND THIS PAGE]
Term Definition
Account Number A unique identifier for the ownership of the account for the commodity services rendered by Department.

Agent Id The unique numeric identifier who acts on behalf of the Department customers to perform a transaction.

Amount Paid The total amount of the transaction
API Application Programming Interface
Authorized Tendor The tendor types (CC and/or checking) the customer is allowed to utilized for making a payment based on Types parameters passed to Proposer Solution
Auto-Pay enrollment An indicator passed to the utility through an integration point that defines if a utility customer signed up Flag for an automated recuring payment schedule by specific Authorized Tendor Type Batch A collection of payment transactions and their associated balancing (deposit) Information City.Batch Id A unique numeric identifier of Batch generated by City cashiering system CC Credit Card
CSC Card Verification Code or Value/Card Sercurity Code (CAV2, CVC2, CVV2, CID) Use of APIs licensed to the merchant by the Payment Gateway to complete the transaction. The third-Partyi Direct Integration embedded APIs will complete the transaction utilizing a Direct Post to the Service Provider.

Stands for Europay, MasterCard and Visa -- is a global standard for cards equipped with computer chips EMV and the technology used to authenticate chip-card transactions Propritary mobile appication software of Systems & Software that delivers bill presentment, usage, bill enQuestaGO reminders, and utility notifications. Supports iOS and Android platforms FTPS File Transfer Protocol (FTP) over SSL
iFrame Integration Inline frames that allow a web page to be embedded within another web page.

A unique indentifier for the monthly or bi-monthly document given to a customer for services rendered by Invoice Number Department.

Last four of PAN Last four digets of the Primary Account Number (PAN) Multipurpose Internet Mail Extensions handles attachments and support text, graphics, pictures, and MIME sound.

MPL Mobile Payments Library
PAN Primary Account Number
Facilitates collection and transmision of consumers payment card data and payment authorization by Payment Gateway forwarding transactions to the Payment Processor.

Payment Origin The point where the transaction was completed (ie Kiosk, Web, Mobile, IVR, etc) The entity authorizes payments and facilitates collection of funds that deposits to city of anaheim bank Payment Processor account.

Payor IP Address A person or organization computer identifier where the payment transaction orginated Payor Name A person or organization as the entity paying. The maker of the payment.

Payment Card Industry Data Security Standard is a proprietary information security standard for PCIDSS organizations that handle branded credit cards. https:llwww.pcisecuritystandards.org/security standards A file generated by the proposer solution with a list of all payment transactions during the preceding day.

Reconciliation File The file will have all the settled payments along with the rejected scheduled payments.

Scheduled Payment
Date The date authorized by the customer to remitt the transaction to Payment Processor.

Software Development Kit is a set of software development tools that allows the creation of applications SDK for a particular operating system or software.

Proposer solution utilizing Anaheim Cashiering system API must authenticate by each request to add or Security Key void a transaction. Service Provider will call a web service method to attain a key.

The date when the deposited is closed off, and remitted to bank. (ie: Settlement date fall on a Friday but Settlement Date not fund to bank until Monday.)
SFTP Secure Shell (SSH) File Transfer Protocol
Shared-Server Web-hosting providers whose practice to host more than one Proposer clients websites on a single server The practice of spying on the user of an A TM, computer, or other electronic device in order to obtain their Shoulder Surfing personal access information.

An API tool that allows client web servers to end a session in the Service Provider web hosted site that is Single Sign Off seemlesslyand transparent to the customer.

An API tool that allows client web servers to have to sign into the Service Provider web hosted site that is Single Sign On seemlesslyand transparent to the customer.

Secure Sockets Layer/Transport Layer Security encryption is used to encrypt information sent between SSLlTLS two systems.

Status The status of the transaction (ie approved, rejected, cancelled, void, remitted, etc) TracelPaymentId Alpha Numeric identifier generated by the proposer solution for each transaction Transaction Type The tendor utilized to make a payment (CC or checking)

Standard; No
I
Description Change Configurable Code Change Do Not
Required Support Required
Accepts credit & debit cards (Visa, i
MasterCard, and Discover) and electronic
I check payments. X ,
Allows a minimum of 24 months of payment
2 history to be shown. X
Allows customers to make one time payments
3 without signing on. X
Ability to integrate with Elavon merchant
4 services. X
I
Provides a public API that supports the
following payment processing functions:
authorizations, charges, settlement, and
5 credits. X
Provides audit trails to track customer and I
I
6 Department employee activities. X
7 Integrates with Fiserv and FIS. X
8 Hosted off site and not maintained by the City. X
Displays payment history for payments made
through all channels (checks, cash at cashier's
9 window, lock box), not just on-line payments. X
Allow the City to designate the authentication
methode s) used for customer to make a one
10 time payment. X
Provides secure, private and PCI compliant
(most current version) storage of customer
payment information completely outside of the
11 City'sini()rmation systems. X
- - ----------- ------ -- ------
automatically each night through the auto-
12 close process. X
Changes to the balances due, including
minimum amount due, in CIS are synced real-
13 time with EBP solution. X
Allows the conversion of paper checks into
electronic payments. Must show best matches
of those payments to customer's open
balances; provide system where City staff can
I
upload file of converted check payments into I
I
the billing system with system settling those
payments by Automated Clearing House and
depositing funds directly into City operating
account with full reporting. Reporting should
include list of all Check 21 payments made to
City on the business day following the day of
conversion and batching, with funds deposited
14 two business days after date of payments. X
Offer email notifications that are customizable
and allow targeted messages with links to
15 ~erts, banners or news announcements. X
- --~ --.. --.. ~
Once a customer registers or makes a payment
and inputs the email address connected to their
account, they should begin to receive email
notifications for future invoices. The City can
upload existing email addresses, if any are
currently retained, directly into the system, and
email notifications can be sent without any
16 action on the part of the customer. X
Provides a 'flex-pay' feature, allowing
customers to make their own payment
17 schedules. X
Provide ability to allow customers to specify
18 the amount they wish to pay. X
Payment confirmation must be displayed
online at conclusion of payment transaction
and customers must also receive a "Thank you
for your payment" email confirmation within 2
19 minutes of payment authorization. X
A print screen button should appear on the
payment confirmation screen, giving
customers a self-serve option to print out a
20 payment receipt! confirmation. X
Notifies customers to update their credit card
information 60 days prior to their credit card
expiration date and again at 30 days prior to
expiration if the customer has not updated the
21 information. X
Sends e-mail confirmation receipts to
customers who pay online through their
22 personal banks. X
Provides an administrative tool that helps City
staff manage customer accounts and monitor
23 payment activity. X
Allows City staff the ability to login as the
customer and see what the customer sees
throughout the complete online payment and
24 customer portal access process. X
Allows City staff the ability to make a
payment on behalf of the customer. The
system must indicate that the payment was
25 made by City staff. X
Notifies City and the customer of any
transactions rejected due to insufficient funds
26 or other processing issues. X
Ability for City staff to perform voids (within
the same day) and credits for credit card made
27 on-line. X
Provides daily batch close reports, daily
management reports, file processing
notifications, and ACH reject notifications to
28 multiple staff members via email. X
Notifies City ifthere are any disabled/incorrect
29 email addresses used in the delivery emails. X
Allows City to require payment in full on
30 certain account statuses. X
31 Accepts payments beyond the due date. X
Includes multiple administrative levels which
can be assigned to allow different functionality
32 based on staff position. X
Blocks all online payments from specified
33 customers. X
Blocks credit card payments but allows
checking account payments for specified
34 I customers.

Ability to provide reports for scheduled future
35 I payments.

Ability to provide daily and monthly reports
indicating the number of dishonored
36 Itransactions, including rejected transactions.

Ability to provide reconciliation reporting for
daily deposits and batches, segmented by
37 laccount status type.
to transition customers currently
for automatic recurring payments to new
EBP system supplying the proper layout and
relevant information that is needed for the
38 I conversion.
39 40
Adobe PDF (Portable Document
F
Microsoft Excel
Microsoft Word
Can call real-time XML web services
integration functions including but not limited
41 Ito:

Create Batch
Close Batch
I X
I X
X
X
X
X
X
X
X
X
X
x
X

46 47
48 49
50 Public web service API contains function to
accept ACH PAN payment, process the ACH
In"'rment with payment gateway, and responds
with a confirmation code of the calling
party application.

In.UlVll1al~U email notification supports the
nUT.n ..... formats:

Rich Text Format
HTMLFormat
MIME Format
Provides an administrative tool that City staff
can utilize to activate, update, and remove
email notifications messages.

Sends out email for the following events:

Can call a third party API to indicate when the
registration
ACH rejection
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
reminder X
ent reminder X
schedule X
Supports Single Sign-On to proposed EBP
51 I solution X
Supports Single Sign-Off to proposed EBP
52 I solution X
53 X Supports HMAC-SHAI EncryptIOn
54 55 ISu~~orts the following encryption types
128 bit SSL encryption X
192 bit SSL encryption X
256 bit SSL encryption X
Supports SSLITLS encryption ofURL
56 I parameters X
Supports real-time passing/receiving ofURL
encrypted by SSLlTLS including
57 Ibut not limited to:

Amount Due X
Customer Name X
Account Number X
Authorized Tender Types X
Agent Id X
X
I
times of real-time API responses for
58 lup to 25 accounts does not exceed 2 seconds
I
X
times of real-time API responses for
59 lup to 50 accounts does not exceed 3 seconds I X
times of real-time API responses for
60 lup to 100 accounts does not exceed 4 seconds I X
eb pages response times does not exceed 2
61 I seconds X
One web user may have access to multiple
62 I Customer Information System accounts. X
Multiple web users may have access to the
63 Isame Customer Information System account. X
Bank account and credit card information must
be maintained seperately for each web user. In
no situation may one web user view or
authorize payment using the banking
64 information of another web user. X
65 Hosted in a "Shared-Server" environment X
Hosted in a single dedicated server
66 I environment X
Provides City staff tools to perform custom
queries with a wild card on payment data
67 Ibased on the
Invoice Number X
Account Number X
Last four of PAN X
Name X
Amount Paid X -X
X
Status X
TraceiPaymentId X
Scheduled Payment Date X
Settlement Date X
City Batch Id X
Proposer Batch Id X
Proposer Transaction Id X
Date range activity for payments X
Scheduled payments X
Upcoming scheduled payments X
Registration X J
Payor IP Address X
Auto-pay enrollments X
Agent Id X
Remittance process can systematically push
File(s) (.xml, .csv, or .sql formats) of previous
day transactions with the following data
68 elements: X
Invoice Number X
Account Number X
Last four of PAN X
Payor Name X
Amount Paid X
Transaction Type X
Payment Origin X
Status X
TraceIPaymentId X
Scheduled Payment Date X
Settlement Date X
City Batch Id X
Proposer Batch Id X
Proposer Transaction Id X
Auto-Pay enrollment Flag X
Payor IP Address X
Agent Id X
Provides the ability for City staff to export
custom queries resultsets in the following
69 I formats:

CSV (Comma Delimited) X
Text (Pipe Delimited) X
Adobe PDF (Portable Document
Format) X
Microsoft Excel (.xlsx) X
Microsoft 97-2003 Excel (.xls) X
XML-Data (.xml) X
X
Can receive one ACH payment that covers
multiple outstanding invoices (accounts)
70 IWithin remittance information. X
Can send payment that covers multiple
outstanding invoices (accounts) within
71 Iremittance information to financial institution. I X Can support and import web templates designs
72 lin the following programing format:

HTML5 I X
HTML X

XHTML X
S X
Provides an administrative tool that City staff
can utilize to activate, update, and remove web
templates utilizing HTML and/or XHTML
73 IwithCSS. X
System to identify and provide separate
batches based on the tender type. i.e.
74 I credit card vs. check.

System has the ability to create payment
batches for specific time frames (e.g.
designated cut off times during business day)
75 for each payment type. X
X- Not X- Not
supported as a supported as a
standard; standard;
Additional Additional
information information
would be would be
required on the required on the
integration integration
System has the ability to recognize mid day with central with central close of batches and reconcile with central cash system to cash system to cash system and funding all payment confirm confirm
76 types/tenders. support. support.

Standard; No Code Change Do Not Description Change Configurable Required Required Support
Real-time API data integration to enQuesta CIS X
1 and iNovah cashiering system.

Real-time integration to EBP solution for X
2 processing of credit/debit card transactions and
seamless reporting to enQuesta CIS and iNovah
cashiering system.

Custom kiosk screen flows and functionality X
including any and all account search methods and
functionality that can be accommodated by the
3 data available. These may include but are not
limited to: (1) Scannable symbol such as a QR
code, (2) Phone number lookup, (3) Service
address lookup, and (4) Driver's license barcode
scan for automated service address lookup.

Specialty kiosk processes and screen flows to X
4 facilitate additional in-person services, such as
reconnection of service through enQuesta CIS.
5 Touch screen X
6 Cash acceptor X
7 Credit card swipe reader X
8 Receipt printer with auto cutter X
9 Scanner for bill barcode X
10 ADA compliant X
11 Supports multiple languages X
Solution for armor transport X - City
12 responsible for
armored car
ServIce. ,
13 Provides change in paper currency X
Has mechanisms for the City staff to disable the X - This application remotely would be done
14 through
notifying
KUBRA.
15 Will process transactions only when online X
Prevents load and execution of unauthorized X 16 applications Has hardware controls and reports that provide X
17 unauthorized access attempts, abnormal activities,
and disable access
Will evaluate and install security updates and X
18 patches at minimum quarterly schedule and
provide City staff of anti-virus scan results and
installed update reports
Provides ability for City staff to insert a user X
19 defined message that will display on the screen
either before, during, and after a payment
workflow.

Provides ability for user to enter an alternative X 20 email address for invoice payment receipt 21 Provides ability to send out email for invoice X
payment receipt
22 Provides ability to call an Web Service API when X
a invoice payment receipt completes
Supports the EMV technology standard. X - On product
road map for
23 support in Q2
2018
------ -- -- ------- ------
24 IHas a adminstrative VI that City staff can perform
the following:

Inspect system logs and reports with sufficient I X
25 I granularity to support detection of adnormal
activities.
26 IRun system installed anti-virus software. X
27 Create, update, and/or remove pop-up messages. X
28 Create, update; and remove email template X
notifications messages.
29 Run reports that tracks trends in driver usage for X each station deployed.

X
30 each station deployed.
31 Run log reports that traces workflow usage by X
32 Irepons m me rouowmg rormats:

X
X
X
I Supports a Tokenization environment/integration I
X
33 X
Remittance process can generate a daily
34 IReconciliation File that include the following
information:

X
X
X
x
x
x -x
x
X
IThe Reconcihtion File C:ln he pener:ltenln the ~""''''''1Ii! :;;:;~.;c.i;,ft.lil 35 Microsoft
Remittance process can systematically push the
36 I Reconcilation File with the following tranmission
protocols:

FTPS
SFTP
Allows City system to systematically pull the
37 IReconcilation File with the following tranmission
protocols:

FTPS X
SFTP X
38 I Hardware design minimizes Shoulder-Surfing X
when in a public location
Provides client support during working hours and I X
39 I access to a fully functioning he1pdesk ticketing
system 24x7.

System to identify and provide separate payment X
batches based on the tender type. i.e. credit card
40 Ivs. check.

System has the ability to create payment batches X
for specific time frames (e.g. designated cut off
times during business day) for each payment type.
41 System has the ability to recognize mid day close X
of batches and reconcile with central cash system
42 atl~fun~ing al! pa}'111~Ilt!y£es/tenders~_ ... L........ _ _ ___ ... ______ ....... _____ ._ •