SOFTWARE LICENSE & SERVICES AGREEMENT
This Software License & Services Agreement ("Agreement"), dated by the Anaheim City Clerk on ("Effective Date"), is made and entered into by and between the City ofAnaheim, a municipal corporation ("Anaheim"), and iVoyant LLC, a Georgia limited liability company ("Service Provider" or "Provider"). Anaheim and Provider are sometimes individually referred to as "Party" and collectively as "Parties."
RECITALS
A. Anaheim is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Anaheim Charter.
B. Anaheim desires to engage Provider to provide: (i) a system integration software solution and maintenance and support services ("Solution") and (ii) implementation services and as-needed additional professional services (collectively, the "Project").
C. Provider possesses the skill, experience, ability, licenses, certifications, and materials necessary to perform the Project services.
D. Anaheim has solicited and received a proposal from Provider and has evaluated Provider's previous experience and expertise, and Anaheim desires to retain Provider to render the Project services under the terms and conditions set forth in this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DELIVERABLES TO BE PROVIDED
1. 1 Software Licenses. Provider shall grant and provide Anaheim the software licenses and related entitlements for the Solution in accordance with the terms and conditions set forth in Exhibit A (Software License Agreement).
1.2 Maintenance and Support Services. Provider shall provide Anaheim with the software maintenance and support services described in Exhibit B (Maintenance and Support Services) (the "Maintenance and Support Services") in accordance with the terms and conditions set forth therein.
1.3 Implementation Services. Provider shall provide all labor, materials, tools, equipment, services, systems, and other resources necessary to implement the Solution and perform the implementation services described in the Statement of Work attached hereto as Exhibit C (Statement of Work) and incorporated herein by this reference (the "Implementation Services"). The Implementation Services shall include the tasks, deliverables, milestones, and other requirements set forth in the Statement of Work. On behalf of Anaheim, the Public Utilities General
1.4 1.5
Manager ("General Manager") or designee is authorized to approve administrative revisions to the Statement of Work, including adding, modifying, or deleting tasks, provided that such revisions do not materially increase the scope of work, extend the term, or increase compensation as set forth in Exhibit D (Schedule of Compensation) unless approved in accordance with the authority granted to the General Manager by the applicable awarding body.
Source Code Escrow Agreement. Provider shall also deposit the applicable software source code with a third-party escrow agent in accordance with the terms and conditions set forth in Exhibit E (Source Code Escrow).
Additional Services. Provider shall provide Anaheim with additional services as specified in Section 4. 5 and 6.2 (Additional Services).
2. TERM
Except for perpetual software license entitlements granted in Exhibit A (Software License Agreement), which shall survive the expiration of this Agreement, the term of this Agreement shall commence on the Effective Date and continue through its fifth (5th) anniversary of the Effective Date (the "Initial Term"), unless earlier terminated per Section 25. Following expiration of the Initial Term, this Agreement shall automatically extend for up to two (2) successive five-year periods (each, a "Renewal Term") on the applicable fifth anniversary of the Effective Date. The Initial Term and any Renewal Tenns are collectively referred to as the "Term" and shall not exceed a total aggregate duration of fifteen (15) years, unless Anaheim gives written notice ofnonrenewal prior to expiration of the then-current Term. Each year during the Term shall be referred to as a "Term Year. " Maintenance and Support Services set forth in Exhibit B shall automatically renew for each succeeding Term Year unless Anaheim provides Provider with written notice ofnon-renewal at least thirty (30) days prior to the start of such new Term Year.
3. TIME OF PERFORMANCE
3. 1 Time is of the essence in the performance of this Agreement, and Provider shall perform and complete all Services in a diligent and timely manner. Provider's failure to adhere to stated schedules, if any, may result in Anaheim's election to terminate this Agreement.
3.2 The time period(s) specified for performance of the Services rendered, pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Provider, including, but not restricted to, acts of God or of the public enemy; unusually severe weather, fires, earthquakes, floods, pestilence, or other natural catastrophes; epidemics; quarantine restrictions; riots; strikes; freight embargoes; wars; litigation; civil disturbance or disobedience; labor dispute; labor or material shortage; sabotage; change in 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 cannot reasonably be expected to avoid and by which exercise of due diligence has been unable to overcome, if Provider shall within ten (10) days of the commencement of such delay notify Anaheim's project administrator ("Project Administrator") in writing of the causes of the delay.
The Project Administrator shall ascertain the facts and the extent of delay and may extend the time for performing the Services for the period of the delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties. In the event of delay, however caused, Provider's sole remedy shall be an extension of the Term, pursuant to this Section, and Provider shall not be entitled to recover damages against Anaheim.
4. COMPENSATION
4. 1 Software Licenses. Anaheim shall pay Provider the license fees for the software licenses identified in Exhibit A (Software License Agreement) in accordance with the payment schedule set forth in Exhibit D (Schedule of Compensation).
The total amount payable by Anaheim for such software licenses shall not to exceed Three Hundred Thousand Dollars and 00/100 Cents ($300,000.00), subject to the terms and conditions of this Agreement.
4.2 Maintenance and Support Services. Anaheim shall pay Provider for the Maintenance and Support Services described in Exhibit B (Maintenance and Support Services) in accordance with the rates and payment schedule set forth in Exhibit D (Schedule of Compensation). The total amount payable for M:aintenance and Support Services during the Initial Term shall not exceed Three Hundred Thousand Dollars and 00/100 Cents ($300, 000.00), subject to the terms and conditions of this Agreement.
4.2. 1 Annual IMaintenance and Support Services. Beginning in Term Year 6 and continuing through Term Year 15, Provider shall furnish Annual Maintenance and Support Services for an amount not to exceed Sixty Thousand Dollars and 00/100 Cents ($60,000.00) per Term Year, plus any Rate Increase authorized under Section 4. 6 (Rate Increases).
4.3 Implementation Services. Anaheim shall pay Provider for the Implementation Services described in Exhibit C (Statement of Work) upon Provider's completion and Anaheim's acceptance of the applicable milestones in accordance with the Milestone Payment Schedule set forth therein. The total amount payable by Anaheim for the Implementation Services shall not exceed Four Hundred EightyThousand Dollars and 00/100 Cents ($480, 000. 00), subject to the terms and conditions of this Agreement.
4. 4 Initial Term Contract Amount. Except as provided in Sections 4. 5 and 6.2 for "Additional Services, " the total amount payable by Anaheim under this Agreement for the Initial Term for software licenses, Maintenance and Support Services, and Implementation Services shall not exceed One Million Eighty Thousand Dollars and 00/100 Cents ($1, 080,000.00) (the "Initial Term Contract Amount"). The Initial Term Contract Amount does not constitute a guarantee of payment to Provider but instead establishes the maximum amount available for expenditure by Anaheim under this Agreement. Anaheim shall only be obligated to pay Provider for services performed and accepted in accordance with this Agreement.
4.5 Additional Services. The Project Administrator is authorized to approve Additional Services pursuant to Section 6.2 (Administration - Additional Services) in an amount not to exceed One Hundred Thousand Dollars and 00/100 Cents ($100,000.00) during each Term Year, plus up to $100,000.00 of any unused balance from the immediately preceding Tenn Year. Provider shall not perform any Additional Services unless authorized in writing by the Project Administrator.
4.6 Rate Increases. Beginning with the first Renewal Term (Term Year 6) and each Term Year thereafter, the "Annual Maintenance and Support Rates" and "Professional Service Rates" outlined in Exhibit D may be adjusted, based on changes in the Consumer Price Index ("CPI") for All Urban Consumers ("CPIU"), U. S. City Average, All Items, not seasonally adjusted, with a base of 1982- 84 = 100 as published by the U. S. Department of Labor Bureau of Labor Statistics. If the CPI-U is no longer published at the time of adjustment, the Parties shall use the successor index applicable conversion tables.
Notwithstanding CPI changes, any annual increase shall not exceed three percent (3%) of the amount from the prior Term Year (as may be adjusted per this Section) unless approved in writing by the General Manager or designee. Provider must notify Anaheim in writing at least sixty (60) days prior to any rate increase.
The notice shall include the calculation and effective date of the adjustment.
Failure to provide timely notice will render the increase null and void until notice is properly given.
4.7 Payment Terms. Unless otherwise expressly provided in an authorized Work Order or Order Form authorized pursuant to Section 6.2 (Additional Services), Anaheim shall pay Provider's correct and complete invoices within thirty (30) days after receipt and approval by an authorized Anaheim representative. Interest, late charges, or penalties shall not accrue on any amount not paid when due, except as expressly provided in Section 20 (Withholdings) with respect to amounts improperly withheld.
4.8 All Parties recognize that the continuation of this Agreement after the close of any fiscal year ofAnaheim, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. Anaheim does not represent that said budget item will actually be adopted, said determination being the determination of the City Council at the time of the adoption of the budget. No penalty shall accrue to Anaheim in the event this provision shall be exercised. Should termination be
4.9 accomplished in accordance with this Section, the Parties shall negotiate a settlement based on monies paid and due, items delivered, and Services provided.
Anaheim shall reimburse Provider for only those costs or expenses specifically approved in writing in advance by the General Manager or designee.
PROJECT MANAGER
5. 1 Provider designates Sonya Beredimas, Chief Operating Officer, as its "Project Manager," who shall coordinate the Services. This Project Manager shall be available to Anaheim at all reasonable times during the Term of this Agreement.
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Project Manager is a substantial inducement for Anaheim to enter into this Agreement. Therefore, the foregoing Project Manager shall be responsible during the Term of this Agreement for directing all activities of Provider and devoting sufficient time to personally supervise the provision of Services hereunder. The Provider may not change the Project Manager without the General Manager or designee's express written authorization.
5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to Anaheim or who are determined by Anaheim, in its 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 Provider at the request ofAnaheim.
Provider warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
ADMINISTRATION
6. 1 The Anaheim Public Utilities Department ("APU") will administer this Agreement. The following APU employees are authorized to take the below actions pursuant to this Agreement:
6. 1. 1 The General Manager is authorized to take any action on behalf of Anaheim as set forth herein and to terminate this Agreement in accordance with Section 25 below.
6. 1.2 Anaheim designates Bruce Fruchter, Enterprise Information Technology Manager, as its "Project Administrator. " The General Manager or designee may change the Project Administrator at any time, and Anaheim will provide Provider written notice of such change as soon as is practical.
The Project Administrator, or designee, shall have the power to act on behalf of Anaheim for ordering, reviewing, and approving all Services performed by Provider under this Agreement. The Project Administrator shall not be authorized to change unit prices/billing rates, or terminate Services under this Agreement.
6.2 Additional Services.
6.2. 1 The Project Administrator may initiate a written request for additional professional services ("Work Order Request") or to purchase software licenses, subscriptions, maintenance and support services, or other technology-related products ("Order Form Request") (collectively, "Additional Services"). Provider will work with Project Administrator to develop a proposed Work Order or Order Form based on the request using the criteria in this Section 6.2. The Project Administrator may approve and execute Work Orders and Order Forms per the limits of Section 4.6 Compensation, Additional Services.
6.2.2 Work Orders. A "Work Order" means a written agreement between the parties for Anaheim to purchase from Provider professional services.
Work Orders are for services that are not included in Maintenance and Support Services scope. Examples are developing a new integration or interface using the Software, installing and configuring a new Software environment, and deploying the Software in cloud infrastructure. Work Orders shall describe the services to be performed and include, as applicable, a summary of the work, business objective(s), scope of work, tasks, deliverables, resources, schedule, compensation, and any other terms necessary to perform the services. Work Orders may be billable on either (a) a time-and-materials basis (T&M) using the Professional Service Rates set forth in Exhibit D, Schedule of Compensation, or (b) a fixed price, as mutually agreed upon by the parties.
6.2.3 Order Forms. An "Order Form" means a written agreement between the parties for Anaheim to purchase from Provider software licenses, subscriptions, maintenance and support services, or other technologyrelated products or services. Order Forms shall identify, as applicable, description of items being purchased, item numbers, term, quantities, unit costs, total costs, and any other related terms.
6.2.4 Any mutually approved Work Order or Order Form shall be executed by both parties and will become part of the Services or Solution, respectively, and incorporated into this Agreement. Provider shall commence delivery of the Additional Services only upon such execution or at such other time specified in the applicable Work Order or Order Form.
6.2.5 If the Project Administrator determines that an emergency requires the immediate commencement of Additional Services, the Project Administrator may authorize Provider in writing, including by email, to perform limited emergency Additional Services pending execution of the applicable Work Order or Order Form. The Parties shall execute the applicable Work Order or Order Form as soon as reasonably practicable thereafter.
7. STANDAIU) OF CARE
7. 1 As a material inducement for Anaheim to enter this Agreement, Provider represents and warrants that it is a provider of first-class work and services and is experienced in performing the Services contemplated herein, and in light of such status and experience Provider covenants that it shall follow the highest professional standards in performing the work and Services required hereunder and that all work will be of good quality. Provider further warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
7.2 Provider 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, certifications, and approvals of whatsoever nature that is legally required of Provider to practice its profession.
Provider shall maintain a City ofAnaheim business license during the Term.
7.3 At no cost to Anaheim, Provider shall re-perform any Services that Anaheim reasonably deems unsatisfactory.
8. FAMILIARITY WITH WORK
By executing this Agreement, Provider represents and warrants that Provider: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties, and restrictions attending the provision of the Services under this Agreement. Should Provider discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by Anaheim, Provider shall immediately infonn Anaheim of such fact and shall not proceed except at Provider's risk until written instructions are received from Anaheim.
9. INDEPENDENT CONTRACTOR
9. 1 Neither Anaheim nor any of its employees shall have any control over the manner, mode, or means by which Provider, its agents or employees, perform the Services, except as otherwise set forth herein. Except as expressly provided herein, Anaheim shall have no voice in the selection, discharge, supervision, or control of Provider's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Provider shall perform all Services as an independent contractor ofAnaheim and shall remain at all times, as to Anaheim, a wholly independent contractor with only such obligations as are consistent with that role. Provider shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees ofAnaheim.
Anaheim shall not in any way or for any purpose become or be deemed to be a partner of Provider in its business or otherwise or a joint venturer or a member of any joint enterprise with Provider.
9.2 In consideration for the compensation Anaheim pays to Provider, Provider 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 that Provider offers to its employees/agents, and Provider agrees that it shall not sue or file a claim, petition, or application therefor against Anaheim or any of its appointed or elected officials (together, "officials"), officers, employees, agents, representatives, or sureties.
10. INSURANCE
10.1 Without limiting Anaheim's right to indemnification, it is agreed that Provider shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, minimum limits of insurance coverage as follows:
10. 1. 1 Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000, 000.
10. 1.2 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant's Liability where appropriate, in an amount not less than $2, 000, 000 per occurrence, $4, 000, 000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or selfinsured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, prior to the inception of this Agreement.
10. 1.3 Commercial Automobile Liability Coverage as required by California law, including-as applicable-owned, non-owned, and hired autos, in an amount not less than $2, 000, 000 per occurrence, combined single limit.
10. 1. 4 Professional Liability Insurance, inclusive ofCyber Liability Insurance, where required, in an amount not less than $2,000,000. Such insurance shall be written on a primary basis but may include a deductible or selfinsured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, at the inception of this Agreement.
10.2 Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval to Anaheim's Risk Manager prior to the inception of the final Agreement.
10.3 Provider is responsible for the satisfaction of any deductible or self-insured retention obligation.
10.4 Provider agrees that this insurance shall not be voluntarily cancelled by Provider or limited in scope or coverage by Provider until after thirty (30) days prior written notice has been given to the City Clerk, City ofAnaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
10.5 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
10.5.1 "It is agreed that any insurance maintained by Provider, pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City ofAnaheim."
10. 5.2 "The City ofAnaheim, its officers, agents, employees, representatives and volunteers are included as additional insureds with respect to the scope of work, operations and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the City ofAnaheim."
10.6 Prior to commencing any work under this Agreement, Provider 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, Provider shall provide Anaheim (i) endorsements to the insurance policies that 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 ifAnaheim, 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 Provider shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.
10. 7 In addition to other remedies Anaheim may have if Provider fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required, Anaheim may, at its sole option:
1. Order Provider to stop work under this Agreement and/or withhold any payment(s) that become due to Provider hereunder until Provider demonstrates compliance with the requirements hereof; or
2. Terminate 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 Provider's failure to maintain insurance or secure appropriate endorsements.
10.8 Nothing herein contained shall be construed in any way as limiting the extent that a Provider may be held responsible for payments of damages to persons or property resulting from Provider's (or Provider's Agent or Sub-Agent, if any) performance of the work covered under this Agreement.
10.9 In the event Provider hires other persons or firms to perform some of the work related to this Agreement, Provider shall ensure (i) that the acts or omissions of such persons or finns are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Provider under this Agreement (except for firms that are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Provider shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
10.10 Anaheim's Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such customer-generated requested amendment or reduction request is in Anaheim's best interest.
11. INDEMNIFICATION
11. 1 As respects acts, errors or omissions in the performance of professional services, Provider agrees to indemnify and hold hannless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of Provider or any Sub-Agent in the performance of professional services under this Agreement.
11.2 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, Provider 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 Provider's (or Provider's Agents' or Sub-Agents', if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct ofAnaheim.
11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Anaheim, Provider or any other person or entity 10 maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the temiination of this Agreement.
12. INTELLECTUAL PROPERTY
12.1 Provider shall, at its sole expense, defend, indemnify, and hold harmless Anaheim, its officials, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) arising from infringement or alleged infringement of any U. S. patent, trademark, copyright, or other intellectual property rights related to any work product, materials, or documents (collectively, "work product") provided by Provider to Anaheim under this Agreement. This indemnity obligation includes any claims that may arise out of or are related to Provider's use ofthirdparty intellectual property in connection with the performance of this Agreement.
This indemnity excludes claims resulting solely from Anaheim's unauthorized modification or misuse of work product.
12.2 In the event of any indemnifiable claim under Section 12. 1, Provider shall, at its expense and option, (a) secure for Anaheim the right to continue using the work product, (b) modify the work product to be non-infringing while maintaining equivalent functionality, or (c) replace the work product with a non-infringing alternative that provides equivalent functionality.
12.3 Anaheim will provide Provider remote access to the Anaheim network environment in order to perform the Services. In performing the Services, Provider may have access to third-party software and related data that Anaheim is authorized to use pursuant to applicable third-party license agreements. Such third-party software is proprietary to the applicable third-party licensors, who retain all rights, title, and interest, including all intellectual property rights therein.
Provider shall perform the Services in a manner consistent with Anaheim's applicable third-party software license agreements and shall not knowingly cause Anaheim to exceed the scope of any applicable software license or otherwise use third-party software in a manner that violates applicable license terms. Provider represents and warrants that its migration methodology, tools, scripts, software, and other materials and deliverables provided or used by Provider in performing the Services do not infringe any third-party intellectual property rights. This warranty shall not apply to a claim to the extent the alleged infringement is caused solely by (a) Project Artifacts provided by Anaheim, (b) third-party software licensed by Anaheim and not provided or modified by Provider, or (c) Provider's compliance with a specific written instruction from Anaheim, in each case where the alleged infringement would not have occurred but for such Project Artifacts, third-party software, or instruction. Except as expressly authorized under this Agreement or the applicable third-party license agreement, Provider shall not incorporate, copy, reproduce, modify, distribute, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover third-party software source code or underlying ideas, techniques or algorithms.
11 12.4 Anaheim retains all rights, title, and interest in and to the project artifacts, configurations, workflows, documentation, and other project-related materials created or maintained by Anaheim in connection with its use ofthird-party software (collectively, "Anaheim's Project Artifacts"). Anaheim grants Provider a nonexclusive, nontransferable right to access, reproduce, copy, migrate, and otherwise modify Anaheim's Project Artifacts solely as reasonably necessary to perform the Services under this Agreement, including providing implementation, maintenance, support, and other authorized Services. Provider may retain copies ofAnaheim's Project Artifacts only for as long as reasonably necessary to perform the Services and shall promptly return or securely destroy such copies upon expiration or termination of this Agreement, except to the extent is required by law or expressly authorized under this Agreement.
13. EXCLUDED DAMAGES
Unless otherwise expressly stated herein, each Party's maximum liability (and sole remedy against the other) for any loss or damage arising from performance or non-performance under this Agreement shall be limited to proven direct, actual damages. Neither Party shall be liable to the other for any indirect, punitive, incidental, reliance, special, or consequential damages, whether or not such Party had been advised of the possibility of such damages.
14. PERFORMANCE OF SERVICES
14. 1 Provider is responsible for keeping the Project Administrator or designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
14.2 In performing the Services, Provider agrees to work closely and cooperate fully with the Project Administrator and such other employees, consultants, or contractors ofAnaheim, whom Anaheim has assigned to the Project.
15. PROHIBITION 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 Provider. Provider has no right to assign, transfer, delegate, or otherwise encumber (together "Assignment") any rights, obligations, duties, interests, or privileges in or arising out of this Agreement, including as a result of a merger, acquisition, consolidation, or other form of corporate assimilation, without the prior written consent ofAnaheim. Any such purported Assignment without Anaheim's prior consent shall be void as to Anaheim. IfAnaheim approves an Assignment, 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 Provider.
16. SUBCONTRACTING
Except for those subcontractors set forth in the Statement of Work, if any, Provider shall not subcontract any portion of the work to be performed under this Agreement without the prior 12 written authorization ofAnaheim. Provider shall be fully responsible to Anaheim for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between Anaheim and the subcontractor, nor shall it create any obligation on the part ofAnaheim to pay or ensure 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.
17. USE AND OWNERSHIP OF DOCUMENTS AND DATA
17. 1 Anaheim shall furnish to Provider such documents, data, and materials as may be relevant and pertinent to the provision of Services hereunder as Anaheim may possess or acquire.
17.2 All documents, data, and written materials furnished by Anaheim to Provider pursuant to Section 17. 1 shall remain the property ofAnaheim and shall be returned to Anaheim upon termination of this Agreement, for any reason. All documents, data, or written material prepared or caused to be prepared by Provider, its officers, employees, agents, and subcontractors in the course of implementing this Agreement shall become the exclusive property ofAnaheim, and Anaheim shall have the sole right to use such materials in its discretion without further compensation to Provider or any other party. Provider shall, at Provider's sole cost and expense, provide such documents, data, and material to Anaheim upon prior written request.
18. CONFIDENTIALITY
18. 1 "Confidential Information" means, with respect to a Party hereto, all information or material that are either (1) marked or identified as "Confidential," "Restricted," or "Proprietary," or other similar marking or identification, or (2) the Receiving Party knew, or under the circumstances should have known, was considered confidential or proprietary by the Disclosing Party. Confidential Information shall consist of all information, whether in written, oral, electronic, digital, or other form that was furnished in connection with this Agreement by the Disclosing Party or its Representatives ("Representative" is defined as any elected or appointed official, affiliate, director, officer, employee, agent, advisor, or consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party or to its Representatives and specifically includes, but is not limited to, Anaheim's individually identifiable customer information and Anaheim's customer usage data and financial data. 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 without an obligation of confidentiality; (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 13 confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein.
18.2 Provider and Anaheim shall each hold the other's Confidential Information in confidence. 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 purpose other than to perform this Agreement. The Party providing Confidential Information ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information. Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be constmed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software, or other technology, either expressly or by implication to the Receiving Party, its Representatives, or to others.
18.3 By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke, or supersede any existing confidentiality, non-disclosure, or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 18, which shall supersede any less-restrictive provisions of such previous agreement with respect to such Confidential Information. Any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it were exchanged under this Agreement as of the date of such exchange.
18.4 The Receiving Party will treat all Confidential Information of the Disclosing Party as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose. 14 18.5 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 of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible, but in no event later than five (5) days after knowledge of Provider's obligation to such requirement. Thereafter, at its sole costs and expense, 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 Infomiation. 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 Infonnation 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.
18.6 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 any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.
18.7 Within two (2) weeks of the termination of this Agreement, Provider will return to Anaheim or destroy, to the extent permitted by law, 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; provided that Provider may retain Confidential Information contained on backup media created in the ordinary course of business; provided further that there is no 15 effort to access such Confidential Information, and Provider's confidential obligations with respect to such information shall continue so long as such information is retained. Provider shall certify in writing the destruction of the Confidential Information. Anaheim may perform an audit of Provider's records to confirm the return or destruction of the Confidential Information. Anaheim shall have this audit right for three (3) years after the termination of this Agreement.
18. 8 Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.
19. FISCAL RECORDS AND AUDIT
19. 1 Provider shall keep records and invoices in connection with the Services. Provider shall use recognized accounting methods in preparing such reports and invoices.
Anaheim reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm, who shall have the right to audit Provider's accounting procedures and internal controls of Provider's financial systems and to examine any cost, revenue, payment, claim, record, or supporting documentation resulting from any item set forth in this Agreement. If Provider fails to provide supporting documentation satisfactory to Anaheim for costs charged, then Provider agrees to reimburse Anaheim for those costs. Any such audit(s) shall be undertaken by Anaheim or its representative(s) at reasonable times and in conformance with generally accepted auditing standards.
Provider agrees to fully cooperate with any such audit(s).
19.2 This right to audit shall extend during the length of this Agreement and for a period of three (3) years, or longer if required by law, following the date affinal payment under this Agreement. Provider agrees to retain all necessary records/documentation for the entire length of this audit period.
19.3 Provider will be notified in writing of any exception taken as a result of an audit.
Any adjustments and/or payments that must be made as a result of any such audit or inspection of Provider's invoices and/or records shall be made within thirty (30) days from presentation ofAnaheim's findings to Provider. If Provider fails to make such payment, Provider agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, which higher rate would then prevail. Interest will be computed from the date of written notification of exception(s) to the date Provider reimburses Anaheim for any exception(s). If an audit inspection or examination in accordance with this article discloses overcharges (of any nature) by Provider to Anaheim in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost ofAnaheim's audit shall be reimbursed to Anaheim by Provider.
16 20. WITHHOLDINGS
Anaheim may withhold payment to Provider 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. Provider shall not discontinue the Services as a result of such withholding. Provider 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.
Provider 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.
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Provider that result in expense to Anaheim greater than what would have resulted if there were not errors or omissions in the Services performed by Provider, the additional cost and expense shall be borne by Provider. Nothing in this paragraph is intended to limit Anaheim's rights under the law or any other sections of this Agreement.
22. ANAHEIM'S RIGHT TO EMPLOY OTHERS
Provider acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that Anaheim may enter into similar agreements with other entities for the provision of similar services.
23. CONFLICTS OF INTEREST
23.1 Provider 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 Services 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, Provider shall conform to all other requirements of the Act that may be applicable. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by Anaheim.
23.2 Provider's Services under this Agreement may now or in the future involve participation in governmental decision-making processes such that Anaheim deems it necessary to designate one or more of Provider's employees a filer of a Statement of Economic Interests ("Form 700 Filer") under the Act. Anaheim shall make such designations based on the nature and scope of the Services and requirements of the Act. If Provider's employee(s) is designated a Form 700 Filer, such employee(s) shall file under Disclosure Category 1, unless otherwise directed by Anaheim, and shall periodically complete ethics training as required by Anaheim. Provider shall at its own cost and expense ensure such employee's compliance with these filing and ethics-training requirements. 17 23.3 Provider shall indemnify and hold hannless Anaheim for any and all claims for damages resulting from Provider's violation of this Section.
24. NOTICES
Any notice or demand to be made under this Agreement shall be in writing and shall be deemed effective when: (1) delivered personally, upon receipt or refusal of receipt by the receiving Party; (2) sent by registered or certified mail, return receipt requested, postage prepaid, on the date shown on the return receipt or the date of refusal of receipt; or (3) sent by recognized overnight courier service, delivery fees prepaid, the business day following deposit with the courier.
Notices shall be addressed to the Parties at the following addresses:
If to Anaheim: Anaheim City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
With copies to:
If to Provider:
Public Utilities General Manager
City ofAnaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805
iVoyant LLC
Sonya Beredimas, Chief Operating Officer
1155 Perimeter Center W., Ste 600
Atlanta, GA 30338
Each Party may change its address for notice by providing written notice to the other in accordance with this Section.
25. EARLY TERMINATION
25. 1 "Default" shall mean the failure of Provider to perform any of Provider's duties or obligations or the breach by Provider of any of the terms and conditions set forth in this Agreement. In addition. Provider shall be deemed to be in Default upon Provider's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee, or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) 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 (v) suffering or permitting to continue un stayed and in effect for fifteen (15) consecutive days any attachment, levy, execution, or seizure of all or a substantial portion of Provider's assets or of Provider's interests hereunder.
25.2 Anaheim shall not be deemed to be in default in the performance of any obligation required to be performed by Anaheim hereunder unless and until 18 Anaheim has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Provider specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Anaheim's obligation is such that more than thirty (30) days are required for its performance, then Anaheim shall not be deemed to be in default ifAnaheim shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
25.3 In the event of any Default, Anaheim may immediately terminate this Agreement.
Such termination shall be effective immediately upon receipt by Provider of written notice from Anaheim. In such event, Provider shall have no further rights hereunder, and Anaheim shall have all other rights and remedies as provided by law.
25.4 Anaheim may tenninate this Agreement at any time without the necessity of cause or Default by giving at least thirty (30) days' prior written to Provider. In such event, the Parties shall have no further rights hereunder, except that the perpetual software license entitlements granted in Exhibit A (Sofitware License Agreement) shall survive such termination in accordance with their terms, and that Provider shall be paid for all Services properly performed prior to such termination.
Provider may not terminate this Agreement except for cause.
25.5 Anaheim may suspend or abandon the Services for any reason with or without notice. If any part of the Project is suspended or abandoned for any reason, Anaheim shall have the right to suspend or terminate the affected portion(s) of this Agreement, including any part of the Services. In the event of such suspension or termination, Provider shall only expend such additional time as is necessary to assemble the Services in progress for the purpose of properly filing and closing the job and as is previously approved by Project Administrator. In no event shall additional time exceed ten percent (10%) of the total time expended on the suspended or abandoned portion of the Services prior to the date of notice of suspension or termination. In the event the Services are suspended for longer than six (6) months, Provider may terminate this Agreement as it applies to the suspended portion of the Project by giving Anaheim at least thirty (30) days' written notice.
25.6 Provider shall not be relieved of liability to Anaheim for damages sustained by Anaheim by virtue of any breach of Agreement by Provider, and Anaheim may withhold any payments to Provider for the purpose of set-off until such time as the exact amount of damages due Anaheim from Provider is determined. In addition, Anaheim may pursue all remedies available under law for breach of this Agreement. The waiver by either Party of any breach to this Agreement shall not constitute a waiver as to any succeeding breach.
19 26. COMPLIANCE WITH ALL LAWS
Provider 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 work prepared by Provider shall conform to applicable local, county, state, and federal laws, rules, regulations, and permit requirements and be subject to approval of the Project Administrator
27. WAIVER
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any waiver of a breach or default be deemed a waiver of any subsequent breach or default. Any waiver must be in writing and signed by the waiving Party
28. INTEGRATED CONTRACT
This Agreement and its Exhibits hereto, if any, contain the entire agreement between the Parties with respect to the matters covered hereby, and no agreement, statement, or promise made by either Anaheim or Provider that is not contained herein shall be valid or binding. No prior agreement, understanding, or representation pertaining to any the matters covered hereby shall be effective for any purpose.
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and its Exhibits or any other attachments hereto, if any, the terms of this Agreement shall govern.
30. 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.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both Parties and approved as to form by the Anaheim City Attorney's Office.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
20 33. REMEDIES CUMULATIVE
The remedies given to Anaheim and Provider herein shall be cumulative and are given without impairing any other rights given Anaheim or Provider by statute or law now existing or hereafter enacted, and the exercise of any one remedy by Anaheim or Provider shall not exclude the exercise of any other remedy.
34. 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.
35. CONTROLLING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. Any legal action or proceeding arising under or related to this Agreement shall be brought exclusively in a court located in Orange County, California. The Parties irrevocably consent to the jurisdiction of such court and waive any objection to venue or forum based on inconvenience or any other grounds.
36. DISCRIMINATION
Provider 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 Services or hiring of subcontractors or employees. To the extent this Agreement provides that Provider offer accommodations or services to the public, such accommodations or services shall be offered by Provider to the public on fair and reasonable terms.
37. SIGNATURE & DATE AUTHORITY
37.1 Each Party and each Party's signatory represents and warrants that each is duly authorized to execute and deliver this Agreement on behalf of such Party and that this Agreement is binding upon such Party in accordance with its terms. Upon Anaheim's request. Provider shall deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution.
37. 2 Anaheim shall have the authority to fill in the date field opposite the Provider's signature if Provider fails to write a date.
38. HEADINGS
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 21 39. COUNTERPARTS AND ELECTRONIC SIGNATURE
This Agreement may be executed in counterparts, each deemed an original and together constituting one instrument. Digital signatures obtained through DocuSign shall be considered valid and binding as though signed in ink.
[SIGNATURES ON FOLLOWING PAGE]
22 DST WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates hereinafter respectively set forth.
FVOYANT LLC, a Georgia limited liability company:
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Signal e
Son aBeredimas
Printed Name
Chief Operating
Officer
Title
6 i 2i.
Date
CITY OF ANAHEIM, a California municipal corporation:
Signature
Brian Beelner
Printed Name
Acting Public
Utilities General
Mana er
Title Date
ATTEST
Signature
Theresa Bass
Printed Name
Ci Clerk
Title Date
APPROVED AS TO FORM:
ANAHEIM CITY ATTORNEY'S OFFICE
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Signature
(158998)
Gloria V. Ramirez
Printed Name
De u Ci Attome
Title Date
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23 EXHIBIT A
SOFTWARE LICENSE AGREEMENT
1. Parties
This Software License Agreement is Exhibit A to the Software License & Services Agreement between the Parties (the "Master Agreement"). This Exhibit A is incorporated into the Master Agreement by reference and is not separately executed. The provisions of this Exhibit A are subject to the terms of the Master Agreement, except that any perpetual software license entitlements granted under this Exhibit A shall survive expiration or termination of the Master Agreement in accordance with their terms. Capitalized terms used but not defined in this Exhibit A have the meanings assigned to them in the Master Agreement. In the event of a conflict between this Exhibit A and the Master Agreement, the Master Agreement shall control. Maintenance and Support services are governed by Exhibit B, Implementation Services are governed by Exhibit C, and Source Code Escrow is governed by Exhibit E. The parties to the Master Agreement are:
Licensor: iVoyant LLC, a Georgia Limited Liability Company, with its principal place of business at 1155 Perimeter Center W, Suite 600, Atlanta, GA 30338 ("iVoyant", "Licensor", or "Provider").
Licensee: The City ofAnaheim ("City"), a municipal corporation, located at 201 S. Anaheim Blvd., Anaheim, CA 92805 ("Anaheim" or "Licensee").
2. Definitions
. "Software" means Licensor's Koodisi enterprise systems integration software platform, including the integration development environment, integration platform runtime software, administration console, monitoring tools. Engage, and all associated developer tools. Software will also refer to any successor named software product or product marketed by Licensor which materially provides the same functionality as Koodisi. The Software, together with the Third-Party Components, comprises the Solution. The message broker component (Apache ActiveMQ Artemis, as proposed) is a separate open-source component installed and supported by iVoyant as part of the Solution but is not part of the Koodisi Software itself. The Solution also includes additional open-source components for monitoring and metrics, provided under permissive open-source licenses, installed and supported by iVoyant as part of the Solution and carries no separate license fee.
. "Third-Party Components" means the third-party software listed in Section 4.6 that iVoyant installs, configures, and supports as part of the Solution. . "Solution" means the Software and the Third-Party Components that, collectively, make up the system that provides the capabilities of the Solution Requirements at Attachment 1, and that is used to build, operate, and support applications, integrations, and interfaces among Anaheim's information systems.
. "Permitted Environments" means the environments provisioned by Anaheim on its City and E-SCADA networks, confirmed during Discovery, together with any additional environment Anaheim provisions under Section 4.2. The environments assumed at the date of this Exhibit are: on the City network, Production (2 integration platfonn instances, 2 message broker Exhibit A-1
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
instances), QA/Train (2 and 2), and Test/Dev (1 and 1); and on the E-SCADA network, Production (2 integration platform instances) and Test (2 integration platform instances). The Software may be installed and operated on physical servers, virtual machines, containers, container orchestration platforms, or cloud or hybrid cloud infrastructure, at Anaheim's election. Neither the license nor the fees are conditioned on any particular deployment technology, virtualization architecture, or hosting location, provided the environment is operated by or for Anaheim for its business operations. . "Authorized Users" means Anaheim's employees, contractors, consultants, implementation partners, or other third parties acting on Anaheim's behalf who Anaheim has authorized to access and use the Software under the terms of this Software License Agreement. Anaheim may control user access through permissions and role-based access control within the Software.
. "Maintenance and Support Services" means sofltware updates, patches, documentation, knowledge articles, and technical support services as described in Exhibit B, Maintenance and Support Services, of the Master Agreement.
. "Effective Date" means the date written on the first page of the Master Agreement by the Anaheim City Clerk afiter both parties have executed the Master Agreement.
3. Grant of License
3. 1 License Grant. Subject to the terms of this Software License Agreement, iVoyant grants Anaheim a non-exclusive, non-fa-ansferable license to install, operate, and use the Software within the Permitted Environments for Anaheim's business operations in perpetuity ("License"). The License covers the Koodisi integration platform, including all plugins required for the integrations in scope.
Publicly available REST-based plugins are also included. Other plugins may be made available on a case-by-case basis by mutual agreement.
3.2 Perpetuity on Full Payment. The License granted under this Exhibit A shall become a fully paidup license (or a "perpetual license"), once all applicable license fees due under the Software License Payment Schedule of Exhibit D (Schedule of Compensation), of the Master Agreement have been paid in full.
3.3 No Restriction on Operations. Once the License is perpetual under Section 3.2, Anaheim's right to operate the Software does not depend on the continuation of a maintenance and support contract, renewal of any subscription, or continuation of any other commercial relationship with iVoyant. If the Master Agreement is terminated for any reason other than material breach or non-payment of the License fees by Anaheim, the perpetual License to operate the Software survives termination.
3.4 Authorized Users. Anaheim's employees, contractors, consultants, implementation partners, or other third parties acting on Anaheim's behalf who Anaheim has authorized are permitted to access and use the Software under the terms of this Software License Agreement. Use by third parties acting on Anaheim's behalf is limited to Anaheim's business operations and does not permit the use or provision of Software to any other entity. Anaheim is responsible for ensuring Authorized Users Exhibit A-2
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
comply with this Software License Agreement, including confidentiality obligations at least as protective as those in Section 8 (Confidentiality).
3.5 Source Code Escrow. Source code escrow is provided in accordance with Exhibit E (Source Code Escrow). Except as provided in that Exhibit, this Software License Agreement does not grant Anaheim access to the Software source code.
4. Licensing Model and Fees
4. 1 Flat Enterprise License. The Software is licensed as a single flat enterprise fee. Licensing is not metered by virtual CPU (vCPU), processor core, physical socket, named user, message volume, runtime, or number of interfaces. The flat license fee covers all required City and E-SCADA environments, unlimited interfaces, unlimited message volume, and the Authorized Users.
4.2 Environments. The flat license covers the Permitted Environments. Anaheim may provision additional environments at any time; no additional license fee and no additional maintenance and support fee is payable for any additional environment. Where Anaheim asks iVoyant to install and configure a new environment, that work may be performed as mutually agreed upon as professional services under the Master Agreement provision of Additional Services. Alternatively, Anaheim may install and configure a new environment on its own using the configuration-as-code artifacts delivered as part of the Implementation Services of Master Agreement Exhibit C, Statement of Work.
4.3 License Fees. The license fee is a one-time fee specified in the Master Agreement Section 4. 1, Compensation, Software Licenses, invoiced per the Software License Payment Schedule specified in the Master Agreement, Exhibit D, Schedule of Compensation. Invoices are due net thirty (30) days from the date of a correct and undisputed invoice. No interest, late charge, or other penalty accmes on any amount not paid when due. Anaheim may withhold payment of any amount reasonably disputed in good faith, provided it notifies iVoyant of the basis for the dispute and pays the undisputed balance.
The License becomes perpetual on payment in full, as provided in Section 3.2. No recurring right-touse fee is required to operate the Software afiter the License fee is paid.
4.4 Included Capabilities. Solution shall provide the capabilities specified in Attachment 1, Solution Requirements. All REST and API-based plugins are included in the License at no additional cost.
Because the Software has no external runtime dependency, additional plugins that Anaheim requires can be made available through Maintenance and Support Services.
4.5 No SaaS. The Software is not offered as a Software as a Service (SaaS) subscription.
4.6 Third Party Components. Each Third Party Component is provided under an open-source license, is licensed to Anaheim directly by its licensor, and carries no license fee payable to iVoyant or to any third party as deployed in the Solution:
(a) Message broker - Apache ActiveMQ Artemis, under the Apache License 2.0. No fee. (b) Container runtime - Docker Engine (Moby) or Podman, under the Apache License 2.0. No fee.
Exhibit A-3
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
(c) Observability and metrics - SigNoz Community Edition, under the MIT (Expat) license, or an equivalent OpenTelemetry-based stack under a comparable permissive license. No fee. (d) Docker Desktop is a separate developer workstation product with its own subscription terms. It is not a Third Party Component, is not required by the Solution, and is not licensed under this Software License Agreement. IfAnaheim elects to use Docker Desktop on staff workstations, licensing it is Anaheim's responsibility.
(e) SigNoz enterprise ("ee") modules are separately licensed by their publisher and are not deployed. (f) iVoyant will provide a bill of materials listing each component, its version, and its license on request.
(g) IfAnaheim elects a different broker, container runtime, or observability component following Discovery, the parties will confirm the substitution, its licensing, and its support in writing before implementation.
5. Installation and Configuration
5. 1 Installation. iVoyant will install the Software and Third-Party Components that make up the Solution on Anaheim infrastructure per the Master Agreement, Exhibit C, Statement of Work, whether physical, virtual, containerized, or cloud-based. Anaheim is responsible for provisioning hardware, virtual machines, operating systems (RHEL or Windows Server), and Oracle or SQL Server databases as required. Operating system and database licensing is Anaheim's responsibility.
5.2 Platform Configuration as Code. The installation and configuration of the Koodisi Sofltware - platfonn configuration and its deployment scripts - are prepared as code and handed over to Anaheim, so that the Software can be re-installed repeatably. This applies to the Koodisi Software components only, and not to Anaheim's virtual machines, operating systems, network, or infrastructure settings. The specific approach is confinned with Anaheim during Discovery.
5.3 No Cloud Dependency. As designed and delivered, the Software installation contains no cloud management console, no telemetry, and no required outbound data path. License activation is performed offline. The Software is designed so that Anaheim data - including system configuration, integration logic, and operational data - remains within Anaheim's network, unless Anaheim expressly authorizes otherwise in writing for a specific support or project purpose.
5.4 NERC-CIP. The on-premises deployment model is designed to support Anaheim's NERC-CIP security requirements and existing compliance posture on the E-SCADA network. iVoyant will support any security review or questionnaire required by Anaheim or E-SCADA staff.
5.5 Documentation. iVoyant will provide installation documentation, configuration documentation, and interface-level runbooks in editable formats throughout the project - not solely at project close.
6. Warranties
6. 1 Software Performance. iVoyant warrants that the Software will perform materially in accordance with its documentation and provide the capabilities of Attachment 1, Solution Requirements, for a Exhibit A-4
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
period of twelve (12) months from the date of installation in Anaheim's production environment ("Warranty Period"). If the Software does not perform as warranted, iVoyant will, at its expense, correct the defect or provide a workaround within the service level timeframes in the Master Agreement, Exhibit B, Maintenance and Support Services. Aflter the Warranty Period, iVoyant will provide support, correct Software defects, and provide fixes in accordance with Exhibit B for so long as Anaheim is current on payment of Maintenance and Support fees.
6.2 No Malicious Code. iVoyant warrants that the Software, as delivered, does not contain any malicious code, backdoors, or intentional security vulnerabilities.
6.3 Authority. iVoyant warrants that it has full authority to grant the license described in this Software License Agreement and that the Software does not, to iVoyant's knowledge, infringe the intellectual property rights of any third party.
6.4 Exclusive Warranty Remedy. During the Warranty Period, iVoyant shall, at its expense, correct any breach of the warranties set forth in Sections 6. 1 through 6.3 or provide a commercially reasonable workaround within the applicable service level timeframes. Correction of the nonconformity or provision of a commercially reasonable workaround within those timeframes is Anaheim's primary remedy for breach of the software warranties during the applicable correction period. IfiVoyant fails to provide either within thirty (30) days after written notice from Anaheim, Anaheim may exercise any rights and remedies available under this Software License Agreement, the Master Agreement, or applicable law.
7. Intellectual Property
7. 1 Ownership. iVoyant retains all ownership of and intellectual property rights in the Software, including all updates, enhancements, and derivative works developed by iVoyant.
7.2 Anaheim's Integrations. Anaheim owns all integration configurations, business logic, interface designs, and custom workflows developed by or for Anaheim using the Software, including those developed during co-development under the Master Agreement, Exhibit C, Statement of Work. iVoyant retains no ownership interest in Anaheim's integration content.
7.3 IP Indemnification. iVoyant will defend, indemnify, and hold harmless Anaheim from and against any claims that the Software infringes any U. S. patent, trademark, or copyright. This obligation does not apply to a claim to the extent it arises from modification of the Software by anyone other than iVoyant, from combination of the Software with materials not provided by iVoyant, or from use of the Software contrary to iVoyant's documentation or instructions.
8. Confidentiality
8.1 Mutual Confidentiality. Each party agrees to hold the other's confidential information in confidence and not to disclose it to third parties without prior written consent. Confidential information includes Anaheim's network configuration, integration logic, system architecture, and operational data; and iVoyant's proprietary Software and technical documentation, unless disclosure is required by law.
Exhibit A-5
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
8.2 No External Transmission. Except for building an application or integration using the Software that intentionally transmits data outside the Anaheim network (e.g. : SFTP or a web service call to an Anaheim cloud software vendor), iVoyant confirms that the Software is designed not to transmit Anaheim data - including system information, integration source code, database structure, or operational data - outside Anaheim's network. iVoyant staff will not transmit Anaheim data outside Anaheim's network unless expressly authorized in writing by Anaheim for a specific support or project purpose.
8.3 AI-Assisted Development Tools. Any AI-assisted development tools used by iVoyant staff during the Project will not share Anaheim data, source code, database structure, or integration infonnation externally.
8.4 CNDA. iVoyant will execute Anaheim's Confidentiality and Non-Disclosure Agreement (CNDA) and any Third-Party Connection Agreement, if required by Anaheim, prior to receiving access to Anaheim's network environment.
9. Liability, Insurance and Indemnification
9.1 Excluded Damages. Each party's maximum liability to the other, and sole remedy against the other, is limited to actual direct damages. Neither party shall be liable to the other for any indirect, punitive, incidental, reliance, special, or consequential damages arising out of its performance or nonperformance under this Software License Agreement, whether or not the party had been advised of the possibility of such damages. This Software License Agreement contains no price-based limitation of liability.
9.2 Insurance and Indemnification. Insurance and indemnification are governed by Anaheim's standard insurance and indemnity provisions. iVoyant takes no exception to those provisions.
10. General Provisions
10.1 Governing Law. This Software License Agreement is governed by the laws of the State of California without regard to conflict of law principles.
10.2 Taxes. The License Fees set forth in the Master Agreement are exclusive of any applicable sales, use, or similar taxes. If Provider is required by applicable law to collect and remit such taxes, Anaheim shall pay the applicable taxes upon receipt of a properly stated invoice from Provider.
Provider shall be responsible for determining whether any taxes are required to be collected and for remitting all collected taxes to the appropriate taxing authority.
10.3 Entire Agreement. This Software License Agreement, together with the Master Agreement, is the complete and exclusive statement of the agreement between the parties regarding the Software License, and supersedes all prior or contemporaneous proposals, presentations, demonstrations, verbal communications, marketing materials, and representations of any kind. No such material forms part of this Software License Agreement unless expressly incorporated by written reference herein.
10.4 Changes. Any change to this Software License Agreement, or to the scope, pricing, or terms of the Software or its support, is effective only through a written instmment - an amendment, Order Exhibit A-6
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
Form, statement of work, or change order - signed by authorized representatives of both parties. No presentation, demonstration, verbal statement, email, or course of conduct modifies this Software License Agreement.
10.5 Assignment. Neither party may assign this Software License Agreement without the other party's prior written consent, which shall not be unreasonably withheld. Any permitted assignee assumes all obligations under this Software License Agreement, and the assigning party will provide written notice of the assignment.
10.6 Customer Reference. With Anaheim's prior written consent, iVoyant may identify Anaheim as a customer in its marketing materials and customer references. Anaheim may withhold or revoke this consent at its discretion.
10.7 Severability. If any provision of this Software License Agreement is found unenforceable, the remaining provisions continue in full force.
10.8 No Waiver. Failure to enforce any provision of this Software License Agreement does not constitute a waiver of the right to enforce it in the future.
10.9 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, civil unrest, labor disputes, failure of a utility or telecommunications network, or governmental order. The affected party will notify the other and use reasonable efforts to mitigate the effect. If a force majeure event continues for more than sixty (60) days, either party may terminate this Software License Agreement on written notice.
Exhibit A-7
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
ATTACHMENT 1
SOLUTION REQUIREMENTS
Solution Requirements
No. Requirement
1 General Technical Requirements
1. 1 In-House Deployment. The Solution should be capable of being provisioned and fully deployed within an onpremises infrastructure environment.
1.2 Message Broker. Provide a robust, structured framework for sending and managing messages using both queues (e. g. : JMS) and topics (publish / subscribe) utilizing XML data formatting. It must support efficient workload distribution through standardized, industry aligned messaging practices to ensure reliable, scalable, and resilient processing. If a third-party message queue or broker is utilized, the proposal must specify the supported integration level and identify any required licenses.
1.3 ADA Compliance. Ensures accessible and equitable use for all users, including those with disabilities, in compliance with ADA Section 508 and WCAG 2.2 LevelAA. The Solution must support common assistive technologies; provide perceivable, operable, and property labeled Ul components with adequate contrast and keyboard only navigation; generate accessible output documents; and supply required accessibility documentation, including a Voluntary Product Accessibility Template, which iVoyant will provide prior to the first integration entering production use. 2 Database Requirements
2. 1 Oracle Database Integration. The Solution must support secure connectivity to an Oracle Database, either as an individual database or real-application cluster (RAC) database environment. The proposal must specify supported database versions and any associated compatibility requirements.
2.2 Microsoft SQL Server Database Integration. The Solution must support secure connectivity to Microsoft SQL Server database environment. The proposal must specify supported database versions and any associated compatibility requirements.
2.3 Relational Database Update. The Solution must support comprehensive database interaction and data manipulation language (DML) capability, including but not limited to being able to write native SQL DML statements such as INSERT, UPDATE, DELETE, and the execution of stored procedures and functions. All database operations must be executed in accordance with industry best practices for security, performance, and transactional integrity.
2.4 Relational Database Structure Update. The Solution must support data definition language (DDL) functions, including, but not limited to being able to write statements such as CREATE, ALTER, DROP, TRUNCATE, and RENAME. All database operations must be executed in accordance with industry best practices for security, performance, and transactional integrity.
2.5 Other Database Integration. The Solution is desired to support secure connectivity and update capability to other non-relational database management systems (e.g., MongoDB). 3 Developer Technical Requirements
3. 1 Low-Code / No-Code Development. The Solution should provide a lowcode or nocode development environment that enables authorized users to configure, customize, and extend system functionality with minimal dependence on traditional programming. The platform must facilitate rapid application, interface, and integration development while reducing the requirement for specialized coding expertise. It shall also support key programming capabilities, including but not limited to use of variables, string manipulation, conditional logic, loop constructs, mathematical functions, timer function, date and time operations, and calling functions, procedures, and external programs.
Exhibit A-8
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
Solution Requirements
No. Requirement
3. 2 Intuitive Design Studio. The Solution should include a GUI-based Integrated Development Environment (IDE) that provides an intuitive, model-driven design framework with advanced visual modeling and drag and drop capabilities. The platform must enable users to design, configure, and manage application, interface, and integration components through graphical tools, supporting visual workflow orchestration, data mapping, and component configuration within a structured environment.
3. 3 XML Data Formatting. Solution must support the transport of data in XML format. This includes, but is not limited to the Message Broker, SOAP/RESTWeb Services, File processing, and GUI mapping capabilities.
3.4 Web Service - Simple Object Access Protocol (SOAP). Solution must provide comprehensive native support for SOAP-based web service integrations, including full compatibility with XML structured messaging, WSDL defined service contracts, and standard SOAP envelope, header, and body processing. The Solution must support secure transport protocols (such as HHPS), and industry standard authentication mechanisms (e. g., WSSecurity). At a minimum, the Solution must:
1. Support the construction, formatting, and validation of SOAP requests in accordance with W3C SOAP 1. 1 and SOAP 1. 2 protocol specifications.
2. Facilitate secure transmission of SOAP messages over standard transport protocols, including HTTP and HTTPS, using industry-accepted security mechanisms such as TLS.
3. Process, parse, and validate incoming SOAP responses, including support for SOAP headers, body elements, fault handling, and schema-based validation.
4. Support the invocation of SOAP operations defined by WSDLs, including binding to WSDL endpoints, adhering to service definitions, and automatically managing request/response structures.
5. Support creating and functioning as a SOAP endpoint that can be invoked by other processes.
6. Ensures SOAP interoperability for reliable integration, including XML transformation capabilities to support legacy systems.
3.5 Web Service - Representational State Transfer (REST). Solution must provide comprehensive native support for RESTful integrations, including full compatibility with JSON-based and XML-based requests. At a minimum, the Solution must:
1. Support execution of REST operations using standard HTTP methods, including GET, POST, PUT, DELETE, and PATCH, in accordance with REST architectural principles and HTTP protocol specifications.
2. Support construction, transmission, and processing of REST requests and responses, including handling of headers, path and query parameters, and JSON payloads with schema validation.
3. Provide standardized handling of HTTP status codes, including success, client-error, and server error responses, with structured and meaningful error messages.
4. Enable secure invocation of REST endpoints over HTTPS, supporting authentication mechanisms such as OAuth 2. 0, JWT bearer tokens, API keys, and TLS-based transport security.
3. 6 Custom Programming. Supports development of custom programs using object-oriented languages such as Java, C#, or Python to implement specialized business logic, including tasks such as data validation, complex calculations, rule-based processing, system integrations, orworkflow automation.
3. 7 Scripting Capabilities. Supports creating and calling scripts in a Red Hat Enterprise Linux (RHEL) or Microsoft Windows environment using common scripting languages, such as Bash or PowerShell, to perform system management and operating system level tasks, including activities tike user and Exhibit A-9
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
Solution Requirements
No. Requirement
permission management, log collection, service restarts, scheduled maintenance, system monitoring, configuration updates, and file system operations.
3. 8 Data Mapping. Provides a graphical user interface in the development environment for mapping and transforming data between activities and systems. It should enable field-to-fietd mapping, data type conversion, conditional logic, and use of functions to restructure or manipulate data across different formats such as XML, JSON, and flat files.
3. 9 File Compression Capabilities. Supports the compression of files through either built-in compression capabilities or integration with native operating system utilities, including standardized formats such asZIP, GZIP, TAR, and7z.
3. 10 Error Handling. Provides robust error handling and logging for all application operations, including support for retries, fallback paths, large file processing, and required security controls such as encryption and audit logging.
3. 11 Secure File Transfer (SFTP) Capabilities. Provides fully compliant FTP and SFTP file transfer capabilities, including over the SSH protocol, support for key-based authentication, encrypted session establishment, and management of SSH host key verification to ensure integrity and confidentiality duringfile exchange.
3. 12 File Processing. Provides secure, robust, and configurable capabilities for customized file manipulation, including but not limited to processing structured .txt, . csv, and .xmlfite formats, as well as performing required file system operations in Rh4EL and Microsoft Windows file systems. The Solution must:
1. Support reading and writing files in designated file system locations, including structured and unstructured formats, while enforcing appropriate access controls.
2. Support modification of file contents and metadata, including editing, renaming, copying, moving, and updating file artifacts as required by workflows.
3. Support controlled deletion and archival of files, with safeguards to prevent unauthorized or unintended removal of file system artifacts.
4. Support directory-tevel operations such as creating, listing, and scanning folders, including the ability to filter or sort files based on metadata or naming patterns.
5. Provide mechanisms to detect file system events (e.g., new, modified, or removed files) and trigger automated workflows through polling or event-driven monitoring.
6. Support the capability to process files based on a scheduled timer, including common intervals such as hourly, daily, weekly, or custom-defined schedules.
This requirement is intended to ensure that the Solution can reliably perform controlled, secure, and scalable file operations as part of end-to-end system integrations and workflow automation.
3. 13 Email Capabilities. Supports integration with an email server through SMTP, including the ability to establish secure connections via TLS/SSL, authenticate using supported SMTP authentication mechanisms, handle envelope and header construction, and manage message transmission in compliance with SMTP protocol specifications.
3. 14 Monitoring Capabilities. Provides comprehensive capabilities for monitoring the operational status, availability, and performance of the deployed application / interface / integration. At a minimum, the Solution must:
Exhibit A-10
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
Solution Requirements
No. Requirement
1. Provide realtime visibility into application health, including status indicators, uptime monitoring, component availability, and detection of service degradation or failures.
2. Offer performance monitoring capabilities, including metrics for response times, throughput, resource utilization (e. g., CPU, memory), and key operational indicators relevant to the Solution.
3. Support configurable alerts and notifications triggered by threshold breaches, performance anomalies, system errors, or service interruptions, with integration to enterprise alerting tools where applicable.
4. Provide detailed logging and audit capabilities, including application logs, error logs, transaction traces, and diagnostic information necessary for troubleshooting and root-cause analysis.
5. Support dashboarding and reporting functionality that enables administrators to visualize operational metrics, historical trends, and system performance overtime.
6. Ensure secure access to monitoring data, with role-based access controls, encrypted transmission, and adherence to enterprise security and compliance standards governing operational telemetry.
3. 15 Browser Compatibility. Be fully compatible with alt major web browsers, including Microsoft Edge, Google Chrome, and other widely used platforms, and should be validated through comprehensive cross browser testing. This includes verifying consistent rendering, behavior, and performance across different browser engines, versions, and device environments to ensure a uniform user experience.
3. 16 Repository Management. Supports integration with Git or other version-controlled repositories, including compatibility with continuous integration and continuous deployment (CI/CD) pipelines for automated build, test, and deployment. Required capabilities include branch-based versioning, commit and merge management, and creating production-ready releases. If native integration is unavailable, the Solution should still operate with a Git-managed file system.
3. 17 Artificial Intelligence (Al) Development Assistance. Capability to design or generate applications, interfaces, or integrations usingAI assistance, enabling automated recommendations, modeling, optimization, building and developing.
3. 18 Artificial Intelligence (Al) Integration Functionality. Capability to incorporate Al large language models (LLMs) and Al processing functions into applications, interfaces, and integrations developed using the Solution.
4 Environment Requirements
4. 1 Cluster Architecture. The Solution should support failover processing, provide clustering capabilities, such as toad-balancing, high availability, or distributed computing clusters, and ensure strict transactional integrity.
4.2 Cross-Ptatform Environment. Operates within a cross platform environment, providing full compatibility with both RHEL and Microsoft Windows operating systems.
4.3 Containerized Deployment. Supports container-based deployment to ensure portability, security, and consistent operation across DEV, QA, and PROD environments. Consistency is maintained by running standardized container images with identical dependencies and configurations, reducing errors and ensuring predictable behavior across environments. Must incorporate container security best practices, including role based access control (RBAC), secrets management, and runtime threat detection to ensure a secure and compliant operational environment.
4.4 Cloud Hosted. Solution is capable of being hosted in the cloud either in an Anaheim-managed cloud infrastructure environment or as a Solution-provider integration platform as a service (JPaaS) that integrates both cloud and on-premises applications (hybrid). 5 Security Requirements
Exhibit A-11
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
Solution Requirements
No. Requirement
5. 1 Encryption. Implements secure data transport to ensure confidentiality and integrity during transmission. This includes enforcing industry standard protocols such as TLS 1.2 or 1.3, supporting strong encryption and cipher suites, and, where applicable, enabling message level encryption to protect data independently of the transport layer. Solution should support the ability to connect to servers with a setf-signed TLS certificate, either automatically or through explicitly configuratingthe application to trust the self-signed certificate, such as a trusted store/certificate list.
5.2 Access Security. Supports role-based access control (RBAC) for Solution administration and development, allowing users to be assigned specific permissions and responsibilities for actions such as deployments, application deactivation, and other administrative or development tasks. Example roles may include Administrator, Developer, Release Manager, Tester, and Auditor.
5.3 Certificates. The Solution should support applying a developer-provided SSL Signing Certificate to both SOAP and REST web API calls as an optional configuration when sending payloads to web API services. The SSL Signing Certificate may be password encrypted, in which case the Solution should support loading the password from a secure secret and decodingthe certificate at runtime for use in signing operations. The Solution should store and access both the Signing Certificate and any associated password secrets securely with encryption-at-rest and other industry best practice techniques. The Solution should by default sign & encrypt messages using industry-standard methodology and only use a Developer-provided SSL Signing Certificate when specifically configured to do so by the developer.
6 Peri'ormance Requirements
6. 1 Performance Requirements. The Solution should be able to be configured and tuned to meet APU workloads with the following considerations:
. 30,000 average daily transactions on one of the higher volume integrations . Average daily message queue quantity of 385,000 messages, with maximum volumes exceeding 650, 000 messages
. Average daily queued message size of 3 KB, with maximum sizes exceeding 10 KB . Total daily queued message volume averaging 1, 5 GB, with maximum volumes up to 17. 3 GB . Configurable prioritization of applications / interfaces / integrations / jobs . Configurable system resources in Solution
. Current minimum heap allocation is 2,048 MB per application (for reference only) . Current minimum Java thread stack size is 2, 048 KB per application (for reference only) Exhibit A-12
EXHIBIT B
MAINTENANCE AND SUPPORT SERVICES
1. Relationship to the Master Agreement
This Maintenance and Support Services attachment is Exhibit B to the Software License & Services Agreement (the "Master Agreement") between the Parties referred to here respectively as "Anaheim" and "iVoyant." This Maintenance and Support Services attachment is incorporated into and made part of the Master Agreement and is not separately executed. The provisions of this Exhibit B are subject to the terms of the Master Agreement. Capitalized terms "Software", "Third-Party Components", "Solution", "Permitted Environments", and "Authorized Users" have the meanings given in the Master Agreement, Exhibit A (Software License Agreement).
This Exhibit sets forth the terms of the maintenance and support services contemplated under the Master Agreement. In the event of any conflict between this Exhibit and the Master Agreement, the Master Agreement shall control unless this Exhibit expressly states otherwise. Nothing in this Exhibit shall limit Anaheim's rights or remedies under the Master Agreement.
2. Term and Renewals
The Master Agreement Section 2 (Term) establishes the Term and renewal process that applies to Maintenance and Support Services. Maintenance and Support Services shall automatically renew for each Term Year unless Anaheim provides iVoyant written notice ofnon-renewal at least thirty (30) days prior to the start of a new Term Year. The perpetual software license described in the Master Agreement, Exhibit A (Software License Agreement) continues regardless of whether Maintenance and Support Services are renewed, suspended, or terminated.
3. Fees
iVoyant will charge Anaheim Maintenance and Support Service fees for each Term Year in accordance with the Maintenance and Support Service Rate set forth in the Master Agreement, Exhibit D (Schedule of Compensation).
The Maintenance and Support Service fee is a flat annual fee and is not metered by environment, vCPU, processor core, socket, node, container, named user, message volume, or number of interfaces, and no additional fee is payable for any additional environment Anaheim provisions.
Rates may not increase during the Initial Term (5 years). After the Initial Term, Maintenance and Support Service rates may be increased effective on the start of a renewed Term Year subject to limits of the Master Agreement Section 4. 6 (Compensation, Rate Increases) which allows for the lesser of the CPI-U rate or 3% of the amount from the prior Term Year.
Invoices are due net thirty (30) days from the date of a correct and undisputed invoice. No interest, late charge, or other penalty accrues on any amount not paid when due. Anaheim may withhold payment of any amount reasonably disputed in good faith, provided it notifies iVoyant of the basis for the dispute and pays the undisputed balance.
Exhibit B-l
EXHIBIT B
MAINTENANCE AND SUPPORT SERVICES
4. Maintenance and Support Services
4.1 Coverage. Annual Maintenance and Support Services include technical support, software updates, patches, and bug fixes.
Support to Anaheim will only be provided by iVoyant United States-based resources unless the Anaheim Project Administrator grants permission for offshore resources on specific support requests.
Otherwise, iVoyant offshore resources will not provide support nor access Anaheim's environment, systems, or data.
Any AI tools used by iVoyant in connection with Anaheim support requests will not transmit Anaheim data, source code, database structure, or integration information externally, consistent with the Master Agreement and the Confidentiality and Nondisclosure Agreement. iVoyant will install Software and Third-Party Component updates, patches, and releases in Anaheim's environments at Anaheim's direction and under Anaheim's change control, including the associated configuration changes, regression verification, and post-installation validation. Installation will be scheduled in advance and performed in non-production environments first unless Anaheim directs otherwise.
Patching of operating systems, virtualization hypervisors, container hosts, databases, network devices, and other Anaheim infrastructure remains Anaheim's responsibility; where an infrastructure patch requires a corresponding change to the Solution, iVoyant will make that change as part of these services. Where the Solution is deployed in containers, iVoyant will provide container image maintenance for the Software and Third-Party Components, updated container definitions and deployment manifests with each release, and assistance with container runtime and orchestration configuration as it relates to the Solution. Administration ofAnaheim's container platform remains Anaheim's responsibility.
4.2 Support Hours. Standard support will be available Monday through Friday, 7:00 AM to 6:00 PM Pacific Time ("Business Hours"). Emergency support for Critical issues will be available 24 hours per day, 7 days per week, 365 days per year.
4.3 Support Channels. Support will be available via online ticket website portal, email, and telephone. Anaheim may escalate to a senior engineer or iVoyant Support Management at any time upon request, without waiting for a missed SLA target.
4.4 Service Level Agreement (SLA). Anaheim will open a support request with iVoyant through a Support Channel when Anaheim experiences an issue with the Solution it can't readily resolve. The issue will get logged, and assigned a severity level at intake, with reproduction steps, environment detail, logs, an impact assessment, and what has already been attempted. Anaheim will assign the severity level based on the business impact. Critical severity applies to production issues only. Where there is disagreement on severity, the higher severity applies until the parties agree. Critical issues will be acknowledged within 30 minutes and worked continuously until service is restored or a workaround is in place. Where a workaround is established, the severity may be reduced from Critical Exhibit B-2
EXHIBIT B
MAINTENANCE AND SUPPORT SERVICES
to High or Medium by agreement between the parties, according to the effect of the workaround. iVoyant's committed acknowledgement and target resolution times by severity level are as follows:
Severity Condition
Critical Production is down, or a critical business
function is severely affected with no
workaround
High Significant impact on an important function,
or to multiple users; a workaround exists
but is not sustainable
Medium Functionality or performance is impaired;
business operations continue
Low Minor or cosmetic issue - an acceptable
workaround exists
Acknowledgement Target Resolution
30 minutes
2 hours
1 business day
Continuous effort until
service is restored or a
workaround is in place
3 business days
10 business days
3 business days 15 business days
Coverage
24x7x365
Business
Hours
Business
Hours
Business
Hours
4.5 Missed Targets. If a Critical acknowledgement target is missed, Anaheim may escalate directly to iVoyant leadership. Where a Critical issue arises from the Software or from services delivered by iVoyant, a written root cause analysis will be provided within five business days, setting out corrective and preventive actions.
4.5.1 Loss of Access. Where iVoyant's access to the environment, systems, or information reasonably required to resolve an issue is suspended, revoked, or not provided, the targets in Section 4.4 are suspended for that issue for the duration. iVoyant will continue to work the issue using the information available to it.
4.6 Third-Party Components. iVoyant will provide support for all Third-Party Components required by the Solution. iVoyant will serve as a single point of contact for all Solution-related support issues regardless of which component is involved. Each Third-Party Component is provided under an opensource license and carries no license fee payable by Anaheim, as set out in the Master Agreement Exhibit A (Software License Agreement). Additionally, the Third-Party Components do not require a maintenance or support fee; support is included by iVoyant in the Maintenance and Support Services of this Exhibit.
Updated Third-Party Components will be provided through a release process. iVoyant will provide a bill of materials (BOM) that make up the Solution upon request. iVoyant will work with Anaheim's change control and testing process, and iVoyant will install Third-Party Component updates and patches in the Anaheim Solution environment. Updates will first be installed in Test / Dev and QA / Train environments. Anaheim will be responsible for testing the Anaheim integrations used by the Solution. Once testing has successfully passed, iVoyant will install the updates in the Production environment(s).
IfAnaheim elects a different broker following Discovery, support arrangements for that broker will be agreed in writing before implementation.
Exhibit B-3
EXHIBIT B
MAINTENANCE AND SUPPORT SERVICES
4.7 Software Releases. iVoyant updates its Software from time to time with enhancements and bug fixes. iVoyant will regression-test and security-scan every Software release before it is delivered to Anaheim along with release notes and a change list. Critical security fixes and defects affecting production functionality will be provided as soon as possible. Anaheim will test critical fixes as soon as possible, so they can be placed into production as soon as possible. Other releases and fixes will be applied at Anaheim's discretion, under Anaheim's change control. iVoyant will work with Anaheim's change control and testing process. Software release updates will first be installed in Test / Dev and QA / Train environments. Anaheim will be responsible for testing the Anaheim integrations used by the Solution. Once testing has successfully passed, iVoyant will install the release updates in the Production environment(s). iVoyant will provide software fixes for each major Sofltware release for a period of five (5) years from its general availability. During the first two (2) years, iVoyant will provide fixes for Software defects of all severities. From the third through the fiflth year, iVoyant will provide fixes for Critical and High severity Software defects, including security fixes (patches). After five (5) years, iVoyant will continue to provide technical support on the Software but will no longer provide software fixes.
Anaheim will need to upgrade to a newer release in order to continue receiving software fixes. A deployed release will continue to operate after its support period ends.
4.8 Support Exclusions. Maintenance and Support does not extend to issues arising from: use of the Software contrary to its documentation, or modification of the Software by anyone other than iVoyant or its authorized agents; third-party systems connected to the Software; hardware faults; data quality or authentication credentials supplied by Anaheim; the unavailability of, or errors in, a third-party API; or a recommended corrective action communicated by iVoyant that has not been implemented.
Where an issue is found to arise from one of these, iVoyant will still help identify the cause, and any corrective work will be handled as a separate, agreed activity.
5. Runbooks and Documentation
iVoyant will maintain interface-level mnbooks for each integration in production, in editable formats, covering purpose, dependencies, scheduling, error conditions, restart and recovery procedures, escalation contacts, and known operational considerations. Runbooks are updated where a change materially affects operation. iVoyant will provide updated installation and configuration documentation and platform configuration-as-code artifacts where a release materially changes them.
Exhibit B-4
EXHIBIT C
STATEMENT OF WORK
1 Purpose and Structure
This Statement of Work ("SOW") is Exhibit C to the Software License & Services Agreement (the "IVIaster Agreement") between the Parties referred to here respectively as "Anaheim" and "iVoyant" or "Provider. " This SOW is incorporated into and made part of the Master Agreement and is not separately executed. The provisions of this Exhibit C are subject to the terms of the JVtaster Agreement. Capitalized terms not defined in this SOW have the meaning assigned in the Master Agreement and Exhibit A (Software License Agreement).
In the event of conflict, the Master Agreement controls over this SOW. As between this SOW and any other exhibit to the Master Agreement, this SOW controls solely with respect to the implementation scope, implementation schedule, deliverables, and acceptance procedures for the Implementation Services. Compensation is governed by Section 4 of the Master Agreement and Exhibit D (Schedule of Compensation).
This SOW describes the Implementation Services that iVoyant will provide to implement the Solution in Anaheim's environment and migrate Anaheim's existing system integrations to the new Solution.
1. 1 Basis of Statement of Work
Section 3 of this SOW is organized to correspond to the Implementation Services described in Section 3.2. 1 ofRFP 20260515-APU. Provider shall perform all services necessary to satisfy the requirements of Section 3, including the services and functionality described in iVoyant's proposal, presentation and demonstration, best and final offer, and any written clarifications accepted by Anaheim and incorporated into the Master Agreement. To the extent those documents provide greater detail regarding the manner in which iVoyant will satisfy the requirements of this SOW, they are incorporated by reference, provided they do not conflict with the Master Agreement.
2 Project Overview
2. 1 Background
APU operates multiple disparate information systems that are integrated together using the TIBCO BusinessWorks and TIBCO Enterprise Message Service software solution. TIBCO maintenance and support for the relevant products will expire in November 2027. Anaheim issued RFP 20260515-APU to evaluate, select, and implement a systems integration software solution and services and rebuild its integrations in the selected solution. iVoyant was selected to provide a systems integration software solution and services. iVoyant and Anaheim will implement the Solution on-premises in the City and E-SCADA network environments and migrate the existing integrations to it (the "Project").
Exhibit C-l
EXHIBIT C
STATEMENT OF WORK
2.2 Objectives
The key Project objectives are as follows:
. Install and configure the Solution across the City and E-SCADA networks . Migrate the agreed upon integrations with equivalence to current production behavior unless a change is agreed
. Capture the business logic embedded in those integrations in documented, maintainable form
. Transfer working knowledge so that Anaheim can develop, maintain, and support integrations on the Solution on its own
. Complete the migration ahead of the November 2027 TBCO maintenance expiry . Maintain Anaheim's NERC-CIP compliance posture on the E-SCADA network
2.3 Delivery Model
Services will be performed remotely using web meetings and remote access to Anaheim's environment, in accordance with any required confidentiality and third-party connection (remote access) agreements applicable hereunder. Anaheim will not reimburse iVoyant for any travel. All project document deliverables will be provided to Anaheim in their source format.
2. 4 M.odernization Decisions
Migration opens a set of decisions that are otherwise difficult to reach: destination naming and topology; message expiry and retention; priority and quality of service; execution model per integration; metrics retention; Engage dashboards; and the permissions model. These are taken with Anaheim during Discovery and recorded in the design documentation. Anaheim may decline any of them and carry forward existing behavior. 3 Solution and Environments
iVoyant will install, configure, and support the Solution on Anaheim environments.
3. 1 Solution
The "Solution" is the Software and the Third-Party Components that, collectively, make up the system that provides the capabilities of Attachment 1 (Solution Requirements) of Exhibit A (Software License Agreement) and that is used to build, operate, and support applications, integrations, and interfaces among Anaheim's information systems.
3. 1. 1 Software
The "Software" is iVoyant's Koodisi enterprise systems integration software platform, including the integration development environment, integration platform runtime software, administration console, monitoring tools, and all associated developer tools.
3. 1.2 Third-Party Components
"Third-Party Components" are third-party software listed below that iVoyant will install, configure, and support as part of the Solution.
Exhibit C-2
EXHIBIT C
STATEMENT OF WORK
Function Component License Fee
(a) Message broker Apache ActiveMQ Artemis
("Artemis")
Apache License 2.0 None
(b) Container mntime Docker Engine (Moby) or
Podman
Apache License 2.0 None
(c) Observability and
metrics
SigNoz Community Edition, or an
equivalent OpenTelemetry-based
stack
MIT (Expat), or a comparable
permissive license
None
. (d) Docker Desktop is a separate developer workstation product with its own subscription terms. It is not a Third-Party Component, is not required by the Solution, and is not required to build, deploy, operate, or support it. IfAnaheim elects to use Docker Desktop on staff workstations, licensing it is Anaheim's responsibility. . (e) SigNoz enterprise ("ee") modules are separately licensed by their publisher and are not deployed.
. (f) iVoyant will deliver a bill of materials at the end of installation listing each component, its version, and its license.
. (g) IfAnaheim elects a different broker, container runtime, or observability component following Discovery, the parties confirm the substitution, its licensing, and its support in writing before implementation.
3. 2 Environments
3.2. 1 Networks
The Solution will be deployed in two City network environments.
City Network. The City network is Anaheim's internal infonnation technology (IT) network where City business systems run.
E-SCADA network. The E-SCADA (Electric Supervisory Control and Data Acquisition) network is a separate network segmented from the City network by a firewall and where operational technology (OT) systems and certain Electric IT systems run. This network and its systems are subject to North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (C IP) security standards.
3.2.2 Environments
Cit Network
. Prod - Production environment used to run live production processes. . QA / Train - Quality Assurance and Training environment used to test applications, integrations, and interfaces or to train users. May be referred to either as "QA" or "Train."
Exhibit C-3
EXHIBIT C
STATEMENT OF WORK
. Test / Dev - Test and Development environment for developers to develop applications, integrations, and interface.
The suite of Customer Information Systems (CIS) each have these 3 environments and are configured to integrate through its corresponding systems integration software solution environment.
E-SCADA Network
. Prod - Production environment used to run live production processes. . Test - Test environment used for developers to develop and test applications, integrations, and interfaces.
3.2.3 Server Resources
Anaheim assumes the following virtual machine (VM) server hardware resources running the Red Hat Enterprise Linux (RHEL) operating system will be adequate for Anaheim's performance requirements. These will be reviewed and validated during the Systems Design and Architecture task. Anaheim will provide the required VMs for the Solution.
Network Server (Quantity) Env vCPUs Memory
(each VM)
City Message Broker (2) Prod 4 64GB
City ST App Platform (2) Prod 6 64GB
City Message Broker (2) QA 4 64GB
City SI App Platform (2) QA 4 64GB
City Message Broker (1) Test 4 32GB
City SIApp Platform (1) Test 4 32GB
E-SCADA SI App Platform (2) Prod 8 64GB
E-SCADA SI App Platform (1) Test 8 64GB
4 Implementation Services
4. 1 Systems Design and Architecture
. Discovery. iVoyant will review Anaheim documentation and meet with Anaheim and contract IT service staff to understand Anaheim's current environment.
Exhibit C-4
EXHIBIT C
STATEMENT OF WORK
o Environments, Resources, and Processes. iVoyant will review Anaheim's server hardware, network, software, applications, development and change processes, and security requirements relevant to the implementation.
o Integrations. iVoyant will review the Agreed Upon Integrations in Attachment C-l against the running TIBCO system and against the documentation provided by Anaheim.
Where documentation and mnning behavior differ, the running system will be the reference. The Agreed Upon Integrations inventory will be confirmed, which may require updating the reference documentation to correct name, business function, invocation, coniplexity, or description. Such updates will not constitute a change order under Section 11, provided the total number of integrations is unchanged. . iVoyant will validate and make recommendations on server hardware resources, hardware configuration, operating systems, systems software, virtualization, containerization, network, and Solution software for performance, resource utilization, and security, and will advise on redundant servers for high availability, fault tolerance, and load balancing, including whether load balancing is best configured in Anaheim's network appliance or within the Solution.
. iVoyant will document the Solution system architecture that will be implemented at Anaheim, including system diagrams, the execution model per integration, pattem-specific considerations, and the high-availability topology for the City and E-SCADA networks. . Data movement will be documented per interface - mappings and transformation rules and the platform configuration will be designed to the City's standards, covering connectors, security settings, certificates, and identity. . iVoyant will consult, advise, and recommend DevSecOps best practices and tools on developing, testing, controlling, and deploying secure integrations with the Solution, including containerization, Continuous Integration (CI) and Continuous Delivery or Deployment (CD) (CI/CD), micro-services, automation, and orchestration. This may include suggesting tools like Docker Desktop, GitHub Actions, GitLab, Bitbucket, Jenkins, or others.
. iVoyant will complete the Systems Design and Architecture tasks within thirty (30) days of the Project Start Date. The design document is a deliverable and is signed off before build begins.
4.2 Installation
. iVoyant will install the Solution software in Anaheim's on-premises server environments:
o City network: Software and Third-Party Components including Apache ActiveMQ Artemis message broker
. Production
. QA/Train
. Test/Dev
Exhibit C-5
EXHIBIT C
STATEMENT OF WORK
o E-SCADA network: Software and Third-Party Components excluding Apache ActiveMQ Artemis message broker
. Production
. Test
. iVoyant will assist installation of optional third-party components suggested during the System Design and Architecture consultation that Anaheim elects to purchase including Docker Desktop and DevSecOps tools and / or repository software. . Anaheim E-SCADA and contracted IT services staff will shadow the installation.
Environment definitions, platform configuration, and deployment scripts will be prepared as infrastructure as code, built with Anaheim's administrators, held in Anaheim's repository, and handed over.
. iVoyant will install client-side designer and developer tools, where applicable, on at least two Anaheim E-SCADA and contracted IT service programmer/analyst computers, explaining the installation as it is performed. This task does not apply to tooling that runs only in a web browser.
. Anaheim will provision the servers (VMs), install RHEL or Microsoft Windows Server operating systems, and provide Oracle or Microsoft SQL Server databases as required by the Solution. Anaheim will also provide the network, firewall rules, DNS, certificates from the City certificate authority, identity provider access, and change-control approval to deploy.
. iVoyant will document the software installations.
4.3 Configuration
iVoyant will configure the Solution in all Anaheim environments to make it functional against Anaheim's requirements, including central settings and integration configuration:
. At least two Anaheim administrator and two developer users; . Single sign-on;
. Security groups, roles, and permissions;
. S1VTTP mail configuration;
. Database connections (Oracle and SQL Server);
. SFTP connections;
. Aliases and names;
. Security certificates; and
. Other configuration items identified during Discovery. iVoyant will assist in configuring optional third-party components suggested during the System Design and Architecture consultation that Anaheim elects to purchase including Docker Desktop and DevSecOps tools and / or repository software.
Exhibit C-6
EXHIBIT C
STATEMENT OF WORK
Anaheim E-SCADA and contracted IT services staff participate and assist on City and ESCADA configuration items, and iVoyant will explain the configuration as it is performed. iVoyant will document the software configuration.
4.4 Training
Training will be delivered remotely and will be completed before co-development begins.
Sessions are instructor-led by engineers who build on the platform, with hands-on labs run on Anaheim's environments against Anaheim's interfaces, and workshops built around the integration patterns present in the APU inventory. Sessions may be recorded and retained by Anaheim, at its discretion, for staff who join later.
Track Coverage Participants
System Administration
Development
DevSecOps
Install, configure, monitor, secure, and upgrade the Solution; message broker Administrators operation; security and role-based access; backup and recovery; and Analysts troubleshooting (estimate 6)
Application, interface, and integration development using Software; Developers and development environment; integration patterns; connectivity and plugins; Analysts error handling and retry; testing; deployment; standards and review practice (estimate 10) Development, testing, deployment, automation and orchestration best Developers and practices, CI/CD pipelines, repositories, version control, optional tools Analysts decided during System Design and Architecture consultation (estimate 10) Containerization Container images for the Solution and Third-Party Components; build and Administrators, promotion process; deployment manifests; runtime configuration; container- Developers, and level troubleshooting and log access; upgrade of containerized components Analysts (estimate 10)
Some administrators will also be developers and some developers will also be administrators.
Platform documentation, knowledge articles, and the design documents from Discovery will be provided with the training. Most knowledge transfer occurs hands-on during co-development.
4.5 Development
4. 5. 1 Agreed Upon Integrations
All 62 integrations from RFP 20260515-APU, listed in Attachment C-l, will be migrated from Anaheim's existing TIBCO solution and co-developed using the Solution with iVoyant and Anaheim ("Agreed Upon Integrations").
Although technical detail - adapters, protocols, endpoints, and the components each integration uses - for each integration is identified in the Integrations Inventory v2 spreadsheet ofAnaheim RFP 20260515-APU, the technical requirements will be confirmed during the System Design and Architecture task and documented in the Integration Design Specification described in Section 7. 1, which will become the controlling definition for development, testing, and acceptance.
Exhibit C-7
EXHIBIT C
STATEMENT OF WORK
Changes to the number of integrations will be handled as Change Requests under Section 11.
Since the Solution is capable of and iVoyant's best practice guidance may recommend using modem microservice software architecture patterns where small discreet functions are developed as callable deployable programs instead of larger monolithic integrations, the number of developed programs may increase greater than the number of Agreed Upon Integrations. For purposes of the Change Request process of Section 11, the collection of microservice programs designed and developed under the Solution that serve the functionality of a single legacy integration shall count as 1 integration.
4.5.2 Detailed Requirements
Anaheim will provide detailed requirements documentation for the Agreed Upon Integrations.
The existing TIBCO integrations are a reference ofas-is functionality; Anaheim may alter requirements for the to-be integrations for system or business process improvements. The parties will meet over web meetings to review the detailed requirements of the Agreed Upon Integrations.
4.5.3 Design
iVoyant will design and document how each Agreed Upon Integration will be developed in the Solution, to the content standard in Section 7 (Integration Documentation).
4.5.4 Co-Development
iVoyant and Anaheim E-SCADA and contract IT service staff will co-develop the Agreed Upon Integrations over web meetings. iVoyant will play the lead role and show Anaheim staff how the development is done. The same six steps will apply to each interface:
Step
1. Read
What happens
The running BusinessWorks logic and the TIBCO reference are read together
2. Design Designed jointly with the Anaheim subject matter expert who owns the behavior
3. Build Build alongside Anaheim developers, in the same repository
4. Validate Validated side by side against the running system
5. Accept Anaheim user acceptance testing and written sign-off
6. Document Documentation handed over with the code
4. 5. 5 Accelerators
iVoyant expects to use a conversion tool that will parse Anaheim's existing TBCO BusinessWorks process definitions - activities, transitions, mappings, error handlers - reads adapter and connection configuration, generates Solution workflow scaffolding, and identifies recurring patterns worth extracting as reusable activities. Nothing generated will reach Exhibit C-8
EXHIBIT C
STATEMENT OF WORK
production without engineer review; every generated workflow will be tested to the same standard as one built by hand; and behavior will be confirmed against the running system rather than against generated output. iVoyant makes no claim as to a conversion percentage. An interface is complete when it produces the same result as the running system on real traffic and Anaheim has accepted it.
4.5.6 Reusable Activities
Recurring patterns will be extracted, published as custom activities, and handed over, so that later interfaces cost less effort than earlier ones. The reusable activity library is a deliverable and will be retained by Anaheim.
4.6 Project Management
. iVoyant will assign an Engagement Lead as the single point of contact for the life of the engagement, supported by a project management companion who works alongside Anaheim's project manager, to manage iVoyant tasks, schedule, deliver}7 of services, costs, communication, risks, and issues.
. iVoyant will lead a project kick-off meeting within two (2) weeks of the Project Start Date, covering introductions, objectives, scope, resources, schedule, approach, communication, and tools, and agreeing on the schedule. Risks, Assumptions, Issues, and Decisions (RAID) log, and communication plan.
. iVoyant will develop and maintain a detailed project schedule as mutually agreed upon by the Parties per requirements of Section 4. 8 identifying project tasks, start and end dates, durations, dependencies, and resources.
. The Engagement Lead will provide a written monthly status report identifying progress against scope, schedule, costs, issues, and risks.
. The Engagement Lead will facilitate project meetings to review the state of project work and agree on any necessary corrective action. Frequency will be mutually agreed upon and may be weekly or bi-weekly. A daily stand-up meeting can be held during build and cutover ifAnaheim wants.
. There will be project RAID log, jointly owned and reviewed at the agreed upon cadence. iVoyant escalation goes to Engagement Lead and then to Executive Sponsor. . iVoyant and Anaheim will mutually agree on the cadence, project toolset, change control, release approval, ticketing, and reporting processes. iVoyant is willing to use Anaheim's tools and processes.
4.7 Project Support
4. 7. 1 Support
iVoyant will respond, assist, and provide guidance to Anaheim on Solution-related questions or issues arising on Anaheim tasks, including installing and configuring the infrastructure environment, developing and testing integrations, and going live with integrations, for the duration of the Project.
4. 7.2 Go-Live Activities
Exhibit C-9
EXHIBIT C
STATEMENT OF WORK
There will be multiple batches ofgo-lives throughout the Project. iVoyant will be available during each go-live to provide support as needed.
4.7.3 Hypercare
iVoyant project resources will continue to provide support for sixty (60) days after the last integration is live ("Final Go Live"). The team that built the integrations will stay on; issues will go to the engineers who wrote the code; every interface will be monitored from its first live transaction; review will be daily at the outset, moving to weekly as it settles; and the period closes with a documented handoffinto steady-state support under Exhibit B (Maintenance and Support Services).
4.8 Project Timing and Schedule
Time is of the essence to complete the Project prior to expiry of existing TIBCO maintenance in November 2027. The Project will commence within two (2) weeks of contract execution (the "Project Start Date"). Once the core Solution is provisioned and set up, integrations will be developed, tested, and implemented in related groups, incrementally, with an agile approach.
Integrations will go live when they are ready; there will be multiple go-lives through the Project and no single "big bang" go-live at the end, Anaheim's objective is Final Go Live within nine (9) months of the Project Start Date with hypercare ending two months thereafter.
The following is a preliminary, high-level project schedule based on current assumptions. Within two (2) weeks after the Project Start Date, iVoyant will work with Anaheim to develop and mutually agree upon a detailed Project Schedule.
Task/Phase
Kickoff
Project Schedule Developed
System Design & Architecture,
Discovery
Installation
Configuration
Training
Development
Testing
Go Lives
System Acceptance
Hypercare
1 x
x
x
x
Month
5 6 10 11
x
x
x x
x x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
Exhibit C-10
EXHIBIT C
STATEMENT OF WORK
4.9 Resources and Roles
iVoyant Role
Engagement Lead and Single point of contact, delivery,
Project Manager, management of project tasks
Rajanikanth Pandiri
Chief Architect
Messaging Lead
Design authority
Broker design, EMS to Artemis
Anaheim
Project Sponsor
Project Manager
Business Systems
Analysts / SMEs
Role
Executive escalation
Counterpart, schedule and
approvals
The behavior each interface
must reproduce. Testing
Integration engineers Build, test, document Programmer / Analysts Co-development, and the team that inherits it. Testing
PM companion
QA
Schedule, reporting, coordination Systems Administrators Platfonn and broker operation Test design and execution Server and Network
Engineers
VMs, operating systems,
databases, network
Roles will be named at kick-off on both sides. Subject matter expert availability is agreed in the Project Schedule, and the schedule depends on it.
5 Transition and Coexistence
The transition will be incremental rather than a rip and replace. During the transition, both platforms will carry production traffic and dependencies will be retired one at a time. . The Solution will connect to TIBCO EMS and to Artemis message brokers - publishing and consuming on EMS with the appropriate provider configuration, and on Artemis natively. EMS and Artemis will not connect to each other; the Solution is the only component that will connect to both.
. Where a BusinessWorks service remains the system of record for a step, the Solution will call it. BusinessWorks services will keep running, and new Solution services will be introduced alongside them, group by group.
. Every coexistence path will be defined - correlation, retary, transaction boundaries, and ownership of a failure when one occurs. EMS-specific extensions will be identified during Discovery.
. A dependency will be retired once its replacement is tested, accepted, and running in production. Nothing will be switched off on a date.
. The destinations a group depends on will become Artemis destinations when that group moves; the broker will move with the group. EMS will be retired when the last group is stable.
Exhibit C-11
EXHIBIT C
STATEMENT OF WORK
6 Source Control, Promotion, and Deployment
The same artifact will be promoted through each environment rather than rebuilt at each stage.
Integrations, activities, mappings, configuration, and deployment scripts will be held in Anaheim's repository. No change will reach an environment without review before merging.
Promotion will be scripted, repeatable, auditable, and run under Anaheim's change control process. For E-SCADA, container images for the Software and the Third-Party Components will be signed, staged on the City network, and promoted under change control, with nothing drawn from a public registry. Integrations for E-SCADA will be built using the Software on the ESCADA network. Rollback will be a redeployment of a previous version through the same pipeline. The pipeline will be handed over to Anaheim with everything else. 7 Integration Documentation
7. 1 Integration Design Specification
iVoyant will develop an Integration Design Specification for each Agreed Upon Integration. It is the controlling definition of what will be built and the reference against which the integration will be tested and accepted under Section 9. Each specification will include the following information:
. Integration identifier, name, owning business function, and business purpose; . Source and target systems, and the interfaces exposed by each; . Integration pattern and the trigger and frequency;
. Protocols, transports, and endpoints, with the security method for each; . Message and pay load structures, schemas, and reference data dependencies; . Field-level mapping and transformation rules;
. Business rules, validation, and conditional logic - including rules currently embedded in the TIBCO implementation and not documented elsewhere;
. Error handling, retry, compensation, and dead-letter behavior, and the operational meaning of each error condition;
. Volume, throughput, message size, and performance characteristics, and the criteria against which performance is tested;
. Authentication, credential, and certificate requirements; . Dependencies on other integrations or systems, and any sequencing or timing constraints; . Monitoring, logging, and alerting requirements, including what constitutes a production alert;
. Modernization decisions taken under Section 2.4 for that integration; . Acceptance criteria and the test cases that demonstrate them; and . A cross-reference to the interface runbook delivered for the integration.
7.2 Capture of Undocumented Logic
Exhibit C-12
EXHIBIT C
STATEMENT OF WORK
A principal objective of Discovery is to record business logic that exists only inside the current TIBCO implementation. Where analysis identifies logic that Anaheim's staff do not recognize or that appears inconsistent with current business practice, iVoyant will raise it with Anaheim for a decision rather than reproducing it silently. Decisions will be recorded in the specification.
7.3 Baseline and Change
An accepted Integration Design Specification will be the baseline for that integration. A change to it after acceptance will be handled under Section 1 1 where it affects scope, fee, or schedule, and through project governance where it does not.
8 Integration Scope, Groups, and Sequencing
8.1 Scope
The 62 integrations from RFP 20260515-APU, listed in Attachment C-l, are Agreed Upon Integrations and will be co-developed.
8.2 Groups and Sequencing
Integrations that share destinations and data will move together. Groups will be formed by dependency and business function so that a group can be developed and cut over as a coherent unit ("Integration Group(s)"). The broker will move with the groups. Integrations that are independent may stay independent and be implemented individually. Anaheim's team holds the knowledge of dependencies between systems and interfaces and will lead the grouping decision, with iVoyant's support. The sequence in which groups and individual integrations will be implemented and cut over will be planned jointly and conflnned in the Project Schedule during Discovery; it is not fixed at the date of this SOW and may be adjusted as the Project proceeds.
Changes to grouping or sequencing that do not change the total number of integrations, the total fee, or the Final Go Live date are managed through project governance and do not require a change request. Confimied groups and sequencing will be recorded using the template in Attachment C-2.
9 Testing, Defects, and Acceptance
9. 1 Test Levels
Testing will be continuous, from the first interface to the last, and will be tracked in a tool that Anaheim chooses.
Level
Unit
Integration
Equivalence
Owner What it proves
iVoyant Engagement team Each activity and mappmg behaves as designed iVoyant Engagement team The interface works end to end, against real endpoints Joint The Solution produces the same result as the running system, on captured production traffic
Exhibit C-13
EXHIBIT C
STATEMENT OF WORK
Level
System
Security
Performance
Resilience
Owner
Joint
iVoyant and Anaheim
security
What it proves
The integration group works together, under load
Controls, pemiissions, certificates, scanning
iVoyant Engagement team Sized volumes and the peak day, on Anaheim's hardware iVoyant Engagement team Broker failover, node loss, endpomt outage, replay User acceptance Anaheim The business accepts it, with written sign-off
9.2 Test Harness
iVoyant will build a test harness during implementation and hand it over to Anaheim. It will replay captured production traffic against the Solution and compares outputs with the running system transaction by transaction; run sustained daily volumes and the peak-day profile against Anaheim's hardware; exercise failure scenarios including endpoint unavailability, database loss, malformed payload, timeout, and poison message; and exercise recovery scenarios including broker primary failure and backup activation, client reconnection, queue backlog drain, and dead-letter inspection and replay. Recovery tests will be run as an approved exercise in a nonproduction environment first. The captured production traffic will become a regression suite. The harness and the regression suite are deliverables and retained by Anaheim.
9.3 Definition of a Defect
A "Defect" is a failure of a delivered integration, platform configuration, or Software component to perform materially in accordance with the accepted Integration Design Specification or the Software documentation. The following are not Defects:
. A change to a requirement, business rule, or expected behavior after the design specification has been accepted;
. A failure caused by a third-party or connected system, or by an application change made without notice to iVoyant;
. A failure caused by data quality, data content, or credentials supplied by Anaheim; . A failure caused by Anaheim's infrastructure, network, operating system, container platform, or database, other than where the Solution is the cause; . A request for functionality not recorded in the accepted design specification, including cosmetic or preference changes; and
. Behavior that reproduces a defect present in the existing TIBCO implementation, where the design specification records equivalence as the objective.
Exhibit C-14
EXHIBIT C
STATEMENT OF WORK
Where an item is found not to be a Defect, iVoyant will still assist in identifying the cause; corrective work, if approved, would be handled under Section 1 1 or, after System Acceptance, under Exhibit B (Maintenance and Support Services).
9.4 Severity
Defects will be assigned severity on the same scale used for service levels in Exhibit B, so a single definition applies during implementation and in production:
Severity Definition during implementation
Critical The integration or platform cannot be used; a critical business function is severely affected with no workaround; or the defect prevents further testing of the group.
High Significant impact on an important function or to multiple users; a workaround exists but is not sustainable; testing can continue with restrictions.
Medium Functionality or performance is unpaired; the integration is usable and testmg continues.
Low Minor or cosmetic issue with an acceptable workaround; no material effect on function.
Anaheim will assign severity when a Defect is raised. Where the parties disagree, the higher severity will apply until they agree.
9.5 Defect Tracking
Defects will be logged in whichever tracker Anaheim chooses, accessible to both parties. Each entry will record the integration affected, environment, severity, reproduction steps, test data reference, expected and actual behavior, logs, raiser, date, and current owner. iVoyant will triage each new Defect promptly and confirm or query its severity. Defect reviews will be held at the cadence agreed in the Project Schedule. Fixes will be delivered to a test environment, retested by the raiser, and closed only on the raiser's confinnation; a Defect reopened after closure will return to its original severity or higher. Open Defect counts by severity, ageing, and trend will be reported in each status report.
9.6 MEigration of Live Traffic
Traffic will move in stages, and, for the most part, the TIBCO path will remain in place: the Solution will first process a copy of production traffic with nothing downstream affected; outputs will be compared against the running system transaction by transaction; a share of live traffic then will move while the remainder will continue as it is; the share will grow as the comparison stays clean; the integration or Integration Group will then run entirely on the Solution with the TfflCO path still available; and the TIBCO path will be removed once the integration or Integration Group is stable. Rollback, if necessary, will be a routing change, with no restore from backup involved, and no downtime expected. An integration or Integration Group will advance when the comparison is clean. Cutover will run inside Anaheim's change windows and will be approved through Anaheim's change process.
Exhibit C-15
EXHIBIT C
STATEMENT OF WORK
9.7 Integrations Acceptance
On completion of user acceptance testing and production cut over (go live) for an integration, iVoyant will submit to Anaheim an Integration Acceptance form requesting that Anaheim accept the integration is free from Critical or High severity Defects. Anaheim will have twenty (20) business days to accept in writing or provide a written statement of Defects preventing acceptance; if it does neither, the integration will be deemed accepted. Medium and Low severity Defects may be carried to a punch list by agreement with an agreed resolution timeframe, without preventing acceptance or go-live. Where Anaheim rejects an integration, iVoyant will correct and re-present it, and an additional ten (10) business day acceptance period will apply to the corrected items.
9.8 Final Go Live
"Final Go Live" occurs when the last integration in scope has been deployed to production and is in production use. iVoyant will confirm it in writing and Anaheim will acknowledge within ten (10) business days or state what remains outstanding. Hypercare under Section 4. 7. 3 will run for sixty (60) days from Final Go Live.
9.9 System Acceptance
"System Acceptance" will occur thirty (30) calendar days after Final Go Live, provided no Critical or High severity Defect is open against the Solution at the end of that period. Where one is open, the period will extend until thirty (30) consecutive days have elapsed with none open.A matter listed in Section 9. 3 as not a Defect will not delay System Acceptance, nor will Medium and Low severity Defects or agreed punch list items, which will be resolved on agreed upon timeframes or carried into Exhibit B (Maintenance and Support Services). Anaheim will confirm System Acceptance in writing within ten (10) business days of the criteria being met or state what remains outstanding; if it does neither, System Acceptance will be deemed to have occurred. Hypercare will continue for the balance of the sixty (60) day period, after which the Solution will transition to Maintenance and Support Services under Exhibit B 10 Assumptions and Exclusions
10.1 Assumptions
Where an assumption proves incorrect and the effect is material, the parties address it under Section 11.
. Anaheim provisions the environments and infrastructure in Section 4.2 per the Project Schedule and provide the remote access described in Section 2.3; . Anaheim will provide detailed requirements documentation, the existing BusinessWorks project artifacts, EMS configuration, and subject matter experts per integration group; . Anaheim's TIBCO licensing permits contractor access to the BusinessWorks project artifacts for migration purposes;
. Anaheim will assign the resources listed in Section 4. 9; . Source and target systems remain functionally stable, other than changes notified in advance;
Exhibit C-16
EXHIBIT C
STATEMENT OF WORK
. Anaheim completes user acceptance testing within the agreed periods; and . iVoyant execute's Anaheim's Confidentiality and Non-Disclosure Agreement (CNDA) and any applicable Third-Party Connection Agreement before iVoyant requires access to Anaheim's environment.
10.2 Exclusions
Provisioning, licensing, patching, or administration ofAnaheim's compute, operating systems, hypervisors, container hosts, databases, storage, or network; changes to Anaheim's application systems beyond configuration at the integration boundary; data cleansing within Anaheim's systems; integrations not listed in Attachment C-l and functional enhancements beyond the accepted design specification; TIBCO decommissioning and TIBCO licensing matters; business process re-engineering. Maintenance and support services after System Acceptance will be provided under Exhibit B (Maintenance and Support Services). As-needed professional services beyond this SOW are engaged at Anaheim's discretion using Additional Services described in Section 6.2 of the Master Agreement.
11 Change Requests
11.1 When Required
A change request will be required when a proposed change alters the scope of services, the deliverables, the total fee, the Milestone Payment Schedule, the Final Go Live date, or a material assumption in Section 10. 1. Adjustments to integration grouping, sequencing, or interim dates without those effects are managed through project governance.
11.2 Process
Either party may raise a change request in writing recording the requester and date, the change and the reason for it, its effect on scope, deliverables, schedule, resources and fee, its effect on any assumption or dependency, and the period for which the estimate remains valid. iVoyant will provide a written impact assessment before work starts, within ten (10) business days of receiving the request or sooner where the parties agree the change is time-critical. Assessment effort will be provided at no charge unless it requires more than sixteen (16) hours, in which case the parties agree the assessment effort in advance.
11.3 Approval and Effect
A change request takes effect only when approved in writing by authorized representatives of both parties. A Work Order under the Additional Services process described in Section 6.2 of the Master Agreement will be created and executed by the Parties for approved change requests that involve fee changes. The change request will be attached to the Work Order. iVoyant will not perform work outside the scope of this SOW, and Anaheim is not liable for any charge for such work, in the absence of an approved change request and Word Order. An approved change request and Work Order amends this SOW to the extent stated in it. iVoyant will maintain a change request log and will report it in the monthly status report. 12 Deliverables
Exhibit C-17
EXHIBIT C
STATEMENT OF WORK
#
1 2
3 Deliverable
System architecture documentation, including system diagrams and HA topology
Design document, signed off before build begins
Installation documentation
Infrastructure-as-code environment definitions, platform configuration, and deployment scripts
Configuration documentation
Bill of materials for Third Party Components
Training delivery, materials, labs, and session recordings Integration Design Specifications
Built and tested integrations, by group, with interface mnbooks Reusable activity library
Test harness and regression suite built from production traffic Test results and defect log
Cutover plan, by group
Monthly status reports and RAID log
Hypercare handoffinto steady-state support
All project document deliverables will be provided in their source format. 13 Milestone Payment Schedule
Payment for Implementation Services shall be per the Milestone Payment Schedule set forth in Exhibit D (Schedule of Compensation) of the Master Agreement.
Section
4.1 4.1
4.2 4.2,6
4.3 3. 1.2
4.4 7
4.5 4. 5.7
9.2 9.5
9.6 4.6
4. 7.3
Exhibit C-18
EXHIBIT C
STATEMENT OF WORK
14 Attachment C-l - Agreed Upon Integrations
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Parly
1. 1 Bill Request Bill Processing City Request A bill processing request is sent from the CIS to this http SOAP web service to be broken down into Low individual requests and sent to be processed via messaging broker. The requests are first authenticated via an internal auth service(see 10).
No
1.2 BR Bill Request Bill Processing City Message The individual messages are consumed, preprocessed, queue MDMS system via messaging broker.
in the database, and directed to the High No
1. 3 BR Bill Response Bill Processing City Message The MDMS system returns meter reads per request via messaging broker which are then consumed. High queue logged, preprocessed (additional HTTP and messaging broker based SOAP web services can be called), and re-directed to be processed via messaging broker.
No
1.4 Customer Rate Bill Processing City Message
queue
During preprocessing, rate information is gathered via this messaging broker based SOAP webservice.
Low No
1. 5 Bill Response Bill Processing City Message The final preprocessed messages are then consumed, mapped, processed, and sent back to the CIS High No queue system via HTTPS SOAP web service in order of priority.
2. 1 Bill Print Bill Notice & City
Printing
Scheduled Bill printing is performed by the CIS Billing Representatives using a batch process ofPDF files to Medium Yes generate and distribute the customer bills. The bills are polled from a directory, parsed and mapped to a specific format. The files are then compressed into a zip file and sent to the vendor via SFTP. A notification email is sent out during this process.
2. 2 Bill Notices Bill Notice &
Printing
City Scheduled Bill Notices are performed by the CIS Customer Service Representatives using an interface process Medium Yes to generate and distribute the customer billing notices. The bills notices are polled from a directory,parsed and mapped to a specific format. The files are then compressed into a zip file and sent to thevendor via SFTP. A notification email is sent out during this process.
3. 1 Work Order Create Work Order
Business Process Processing
City Request A work order request is sent from the CIS to this HTTP SOAP web service that will route based on Low the request type via a message broker based web service.
No
Exhibit C-19
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Party
3.2 Work Order Create Work Order
Business Process Processing(AMI)
City Message A work order request is received and consumed from this message broker SOAP web service and queue then routed based on the work order type CWOT) to the appropriate system (e. g., field service dispatch via HTTP SOAP web service. Head End System (HES) of the Advanced MeteringSoftware (AMI) via messaging broker SOAP web services).
High No
3. 3 APUODR Work Order City Message
Scheduler AMI Processing queue
A work order request heading to the HES for on demand reads will call this message broker basedSOAP web service for processing that can make additional calls to other HES messaging brokerbased SOAP web services for more information or to implement actions based on the meter type forthe HES (see 4).
High No
3.4 RCD Web Service Work Order City Message
Scheduler AMI Processing queue
A work order request heading to the HES for remote connect/disconnects will call this messagebroker based SOAP web sen'ice for processing that can make additional calls to other HESmessaging broker based SOAP web services for reads or to implement processes based on the metertype.
High No
3. 5 Work Order Work Order
Complete Business ProcessingProcess
City Request Work order requests processed by the field dispatching system will call this HTTP SOAP web service that will route information back to the CIS via HTTPS SOAP web service or route toanother messaging broker based SOAP web service for additional processing before completing thework order in the CIS.
Low No
3.6 AMIAPUODR Work Order
SCADA Processing
E-SCADA Scheduled Utilizes a scheduled timer to initiate a task that retrieves on-demand data from the database and transmits this information to an internal web service. Once the web service responses have been recorded, the corresponding records within the database are subsequently updated. Can call amessaging broker based SOAP web service.
High No
3.7 AMI RCD APU Work Order
PRD-1 SCADA Processing
E-SCADA Scheduled Utilizes a scheduled timer to initiate a task that retrieves remote connect'disconnect indicators from the database and transmits this information to an internal web service. Once the web service responses have been recorded, the corresponding records within the database are subsequentlyupdated. Can call a messaging broker based SOAP web service.
High No
3. 8 AMI MS3 Meter Work Order
Read ODR-1 ProcessingSCADA
E-SCADA Message
queue
A process responsible for acquiring meter data from the meter reading system through designated web service interfaces. The process initiates a service call to request the most recent interval and register readings, retrieves the returned data payload, and prepares it for subsequent processing or integration into downstream systems.
High No
Exhibit C-20
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-LeveI Functional Description Cx 3rd Party
3. 9 AMIMSV3CD Work Order
RCDPRD-1 ProcessingSCADA
E-SCADA Message
queue
A web-based service that integrates with the SCADA AMI head end system API to perform remote High electrical connection and disconnection at customer premises, based on established business rulesand defined criteria.
No
3. 10 CIS Work Order Work Order
Complete Business ProcessingProcess (AMI)
City Message A field dispatch processed workorder will go through this message broker based SOAP web service High No queue for additional processing before returning to the calling service so that in can be completed in the CIS. Head-end processed work orders will call a separate web service to create a completion request to be sent back to the CIS.
4. 1 AMIFlexSync CIS Data City Request
Single Request Synchronization
A data synchronization HTTP SOAP web service request is received from the CIS and routed to be Low sent to different systems via messaging broker. The requests are first authenticated via an internalauth service (see 10).
No
4.2 AMI FlexSync To CIS Data City Message
SCADA Synchronization queue
A data synchronization request meant for the HES is consumed and sent to the HES via a HTTP Low No SOAP web service request.
4. 3 FlexSyncPost CIS Data City Message
Synchronization queue
A data synchronization message meant for the MDMS is consumed via messaging broker, logged Medium No into the database and then processed based on the sync type in which requests may be made to other HTTP and messaging broker based SOAP web services (see 3. 6, 4. 5, & 9), and sent to the MDMSvia messaging broker. 4 4 FlexSync CIS Data City Message The MDMS returns a reply for the synchronization via messaging broker and is processed based on High No Response Synchronization queue the result from the sync. If the sync was successful, then it is sent to different apps via messaging broker for additional processing or logging due to a rate change WO (see 4. 6), a fullsynchronization (see 4.7), or a virtual channel recalculation for Virtual SDP's (see 4.5).
4. 5 MDMS Virtual
Channel Calc
CIS Data City Message Synchronizations needing a virtual channel calculation will be consumed via messaging broker (see Low Synchronization queue 4.4) and send a service request to the MDMS.
No
4.6 ReframerAMI CIS Data City Message Synchronizations related to a rate change Work Order Type (WOT) will be consumed via Synchronization queue messaging broker (see 4. 4) and logged.
Low No
Exhibit C-21
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Party
4. 7 MDMS Gap CIS Data City Message Synchronizations related to a full data synchronization WOT will be consumed via messaging Scheduler Synchronization queue broker (see 4.4), processed using meter build data (see 9), and sent to the HES for gap reconciliation.
Medium No
AMI Gap
Retrieval JMSSCADA
CIS DataSynchronization
E-SCADA Message
queue
A service designed to reconcile missing interval or register data received from the AMI head end system with the corresponding data stored in the Meter Data Management System (MDMS).
Furthemiore, this service employs a scheduling mechanism that enables external systems to submitrequests for meter data retrieval over a specified date range.
High No
4. 9 Flex Sync Reply CIS Data City Message
Synchronization queue
Synchronization exception messages are consumed and sent back to the CIS via HTTPS SOAP web Low service.
No
5. 1 Purge Preceeding Customer Refund City
File Processing
Scheduled A process polls the CIS directory to make sure there are not historical or multiple refund files to be Low processed. If there is, it keeps the latest file for processing to ERP.
No
5.2 Pull Refunds Customer Refund City
Processing
Scheduled The APU Credit & Collections team completes the refund process in the CIS which creates a file.
This process polls the directory, sends it to ERP via FTP and archives the file.
Low No
5. 3 Push Refunds Customer Refund City
Processing
Scheduled The file is processed in ERP by the Finance department and cuts the checks for the refunds. A file Low with the check numbers is produced by the ERP system and sent via FTP to an app that will renamethe file to what the CIS is expecting. The file is polled and then sent to the CIS via FTP and an email is sent out to confirm transmission.
No
7. 1 Land Mgt Fire Cashiering System City
Processing - Permit
Scheduled Process uses a scheduled timer to retrieve permitting data from the database, preprocess, and then adds the transactions to the permitting system via an HTTPS SOAP web service request. Before theadd transaction request can be performed, a security key must be retrieved using an HTTPS SOAP web service.
Low No
8. 1 CIS GL Inter Department City Scheduled Accounting representatives process internal fund distribution and export files throughout the day Data Processing which are queued up using a messaging broker. A timer-based process will then consume those messages, sum up, and create a file that is sent to ERP for processing.
High Yes
Exhibit C-22
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Party
8.2 Cashier GL Inter Department City
Data Processing
Scheduled Finance representatives process external payments made to the city and export a file to be processed High Yes throughout the day which are queued up using a messaging broker. A timer-based process will then consume those messages, sum up, and create a file that is sent to ERP for processing.
Meter Build Common - Work City Scheduled A work order request heading to the HES for on demand reads will request meter build and billing Medium NoProperties AMI Order / Data configs from this message broker based SOAP web service in order for the on demand service Synchronization scheduler to implement the appropriate action.
10. 1 Middleware WS
Authentication
Common - Internal CityAuth
Request A request is sent to this SOAP web service, and the credentials are verified in the database. The Low No web service then returns the result of authentication.
11. 1 WeatherGov Third Party City
Processing - Gather
Weather Data
Scheduled A scheduled timer runs a process that periodically retrieves weather data from an HTTPS SOAP Medium Yes web service and then populates a table in the database with that information and a few other HTTP SOAP web services to determine holiday information observed by the city. This table is then used by a separate process(see 3. 4) to determine whether remote disconnects should be processed.
11. 2 Add Degree Days Third Party City
Processing - Gather
Weather Data
Scheduled A scheduled timer runs a process that periodically retrieves weather data from an HTTPS API and Low then sends that information to the CIS via HTTPS SOAP web service. This information is used bythe CSR's before issuing work orders to manually disconnect customers.
No
11. 3 Update Degree Third Party City
Days Processing - Gather
Weather Data
Request On startup, a process retrieves weather data from an HTTPS API and then sends that information to Low the CIS for an update via HTTPS SOAP web service. This information is used by the CSR's before issuing work orders to manually disconnect customers.
No
12. 1 Call Center Third Party
Processing - Call
Center
City Scheduled A scheduled timer runs periodically to run a stored procedure to gather customer data which is shared with the after-hours Call Center vendor in a file via SFTP.
Low Yes
13. 1 Rebates Third Party City Scheduled Scheduled timers mn to identify elecb-ic and water billing customers in the CIS database who Processing - qualify for rebates and/or home checkup services. A file with these customers is created and Energy Rebates delivered to the vendor via SFTP
Low Yes
Exhibit C-23
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Party
14. 1 Get Security Key Third Party
Processing -
Collection Services
City Request The vendor sends a request to this HTTP SOAP web service to be authenticated and retrieve an authentication token. The token is required for subsequent requests for sensitive information:.
Low Yes
14.2 Professional Credit Third Party
Processing -
Collection Services
City Request The vendor sends a request to this HTTP SOAP web service using the token from the previous step Medium Yes to retrieve customer information from the CIS database regarding accounts sent to collections.
15. 1 Refuse Download Third Party
Processing -
RefiiseAVaste
Services
City Scheduled A scheduled timer nins periodically to download files from the vendors SFTP to synchronize the Low Yes CIS with the vendors system: .
15. 2 Refuse to CIS Third Party
Processing -Refuse/Waste
Services
City File A file is polled from the monitored directory containing the customers information and then inserted into the CIS database via a File Adapter.
Low Yes
16. 1 Water Field Third Party City Request An HTTP SOAP web service request is received by this service to look up data by Customer Low Yes Service Processing - Information or Service Location. The request needs to be authenticated before retrieving the data Outage Mapping from the database.
17. 1 TextOptinRV Third Party City Request A customer opt-in or opt-out process will execute several database triggers which update customer Medium Yes Processing - information in the database. Changes to these tables trigger a service using a bidirectional gatewayTelecommunication to the database will then send the customer an SMS message via an HTTP SOAP web service to confirm their selection.
17.2 Text SS Third Party City Request A customer who has opted-in or optcd-out will receive SMS texts when their utility billing is Processing - available. An HTTP SOAP web service request is received, which needs to be authenticated firstTelecommunication (see 10), before using the vendor services via HTTP SOAP web service to send the SMS text to the Low Yes
customer.
18. 1 CIS to Payment
Service
Third Party CityProcessing - Online
Payments
Scheduled A scheduled timer runs periodically to retrieve customer information from the CIS, creates a file, and is sent to the Payment Service vendor via SFTP.
Low Yes
Exhibit C-24
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Network Trigger High-Level Functional Description Cx 3rd Party
19. 1 Hoover Meter Third Party City
Data Processing - Power
Generation
Scheduled A scheduled timer mns periodically to retrieve meter reads for power generation via HTTPS SOAP Low Yes web service, formats the data, and then publishes to a vendor using HTTP requests,
21. 1 Meter Read
Request
Standalone City
Processing - MeterReads
Request This is an HTTP SOAP web service, which needs to be authenticated first (see 10). If authenticated. Low this service will invoke an HTTPS SOAP web service request to the MDMS for the accounts meter reads and return the data to the requestor.
No
22. 1 CIS Upload Standalone
Processing -
Internal CIS
Uploads
City Scheduled CSR's use an intranet portal to select the type of file they wish to upload to the CIS. A request is created and a scheduled timer is run periodically to retrieve the files for the request. The file is thenplaced on the appropriate directory in the CIS based on the request type.
Low No
23. 1 Meter Standalone City
Manufacturer Load Processing - Meter
Inventory
Scheduled Meter Shop representatives use an intranet portal to upload the meter inventory files to the CIS and Low the AMI system. A request is created and a scheduled timer is run periodically to retrieve the files for the request. The file is then parsed and converted to a CSV format to be placed on theappropriate directory in the CIS. A copy is also sent to the AMI system.
No
24. 1 Reload Meters Standalone City
Processing - MeterReloading
Scheduled APU IT uses an intranet portal to either upload files with the missing meter data or create a request Medium No for the missing meter data. A request is created and a scheduled timer is run periodically to retrievethe files for the request or to invoke a script to retrieve the data. The data files for the missing data is then uploaded to the MDMS system so they can properly bill the customers.
25. 1 AMI to QMS Outage
Management
System (QMS)
E-SCADA Request This process is a web service that is activated when a meter outage is detected, and it facilitates the High generation and transmission of traffic-light status notifications.
No
25. 2 CIS to QMS File Outage
ManagementSystem (QMS)
E-SCADA Scheduled The process is scheduled to automatically retrieve customer information and load it into the Outage Management System (OMS), providing essential data that significantly enhances QMS functionality and operational effectiveness.
High No
25. 3 Outage
Notification
Outage
Management
System (OMS)
E-SCADA Scheduled The process invokes a database stored procedure to retrieve the most recent outage information, Based on the message type, it either generates alerts or updates location records, after which itsynchronizes the location data to complete the workflow. If any VIP customers are located within High No
Exhibit C-25
EXHIBIT C
STATEMENT OF WORK
Agreed Upon Integrations
Item Integration Name Business Function Nehvork Trigger High-Level Functional Description Cx 3rd Party
the affected outage area, the system automatically issues email and SMS notifications to designated members of upper management.
25.4 Outage Response Outage E-SCADA Scheduled A process that retrieves call record data from the emergency dispatch system and transfers it into High No Management the Outage Management System (OMS) for subsequent analysis and operational response.
System (QMS)
26. ) Meter Data Extract Meter Data E-SCADA Scheduled The process retrieves meter data from the AMI head end system and distributes it to Customer Synchronization Information System (CIS), older meter technology platform, and the Meter Data Management System (MDMS) within the scheduled time.
High No
26.2 Meter Exchange Meter Data E-SCADA To be This service operates as an HTTP SOAP web-based interface that integrates with the AMI head end High No Synchronization confirmed system API, which is solely responsible for executing meter exchange, removal, and installation operations.
26. 3 Meters In Lost Meter Data
Synchronization
E-SCADA Scheduled The process is scheduled to run automatically and generate reports identifying all meters designated Low with a 'LOST' status in the AMI head end system for durations of two to nine days. The resulting report is securely delivered via email.
No
26. 4 MMF Meter Data E-SCADA To be A Meter Manufacturer Load (MMF) file is generated by the Meter Shop and deposited into a secure High Synchronization confirmed internal FTP location within the City's domain. This HTTP SOAP web service can be called to check the status of the service. The MMF Load Service retrieves the file and performs two primaryfunctions. 1. Creates a copy of the file and transmits it to the SCADA server for subsequentprocessing. 2.
No
27. 1 ToPCI Energy Trading
And Analysis
E-SCADA Scheduled The process transmits five-minute interval meter reads from the preceding twelve hours to the energy trading message queue. Additionally, at thirty-minute intervals, the process sends temperature data covering the same twelve-hour period to the energy trading message queue.
High Yes
27.2 Demands Data to Energy Trading
PCI And Analysis
E-SCADA Scheduled The process is scheduled to automatically transmit California Independent System Operator High (CAISO) meter reads and temperature data, along with the specified date parameters, to the energy trading system.
Yes
Exhibit C-26
EXHIBIT C
STATEMENT OF WORK
15 Attachment C-2 - Integration Sequencing
This list will be developed during Discovery under Section 8.2, may be updated by agreement through project governance process, drawing on Anaheim's knowledge of system and integration dependencies and business functions. Integrations that share destinations and data will move together, and the broker will move with the group, as applicable.
Theme / Business Function
[][]
[][]
Integration(s) (by C-l item)
(list multiple if group)
[][]
[]
Key Dependencies
[]
[][][]
EMS destinations moving
[]
[][][]
Planned Sequence
[To be planned][To be planned][To be planned][To be planned] Exhibit C-27
EXHIBIT D
SCHEDULE OF COMPENSATION
1. Software License Payment Schedule
Payment Description Billing Criteria
Number
1 Koodisi Software License Payment 1 Agreement Effective Date Amount
$150, 000. 00
Koodisi Software License Payment 2 Later of July 1, 2027, or System $150, 000. 00 Acce tance1
Total $300,000.00
1 as defined in Exhibit C, Statement of Work
2. Mlaintenance and Support Services Rates - Initial Term Term
Year
1 2
3 4
5 Description
Maintenance and Support Services
Billing Criteria
Agreement Effective Date
Anniversary of Effective Date
Anniversary of Effective Date
Anniversary of Effective Date
Anniversa of Effective Date
Total
Annual Amount
$60,000.00
$60, 000. 00
$60, 000. 00
$60, 000. 00
$60, 000. 00
$300,000.00
Increases for Maintenance and Su ort Services Rates:
Maintenance and Support Service rates shall remain fixed during the Initial Term (Term Years 1 through 5), except to the extent Anaheim purchases additional software licenses and related maintenance and support services through an Order Form pursuant to Section 6.2 (Administration, Additional Services) of the Agreement.
3. Implementation Services
Provider (iVoyant) will bill Anaheim for Implementation Services described in Exhibit C (Statement of Work or "SOW") of the Agreement upon the completion of the milestones in the Milestone Payment Schedule below. Total payments for the Implementation Services shall not exceed $480,000.00.
Milestone Pa ment Schedule:
# Milestone
1 Contract execution
2 Systems Design and Architecture complete - design
document signed off
SOW % of
Reference Total
5%
4. 1, 7. 1 10%
Amount
$24,000.00
$48,000.00
Exhibit D-l
EXHIBIT D
SCHEDULE OF COMPENSATION
# Milestone
3 Installation and Configuration complete across City and ESCADA environments, including containerization 4 Training complete - administration, development, and
containerization tracks
5 Batch of 15 Integrations accepted and in production use 6 Batch of 15 Integrations accepted and in production use 7 Batch of 15 Integrations accepted and in production use 8 Batch of 17 Integrations accepted and in production use 9 Final Go Live
10 System Acceptance
Total
SOW % of
Reference Total
4. 2, 4. 3 10%
8, 9.6, 9.7 10%
8, 9.6, 9.7 10%
8, 9.6, 9.7 10%
8, 9.6, 9.7 10%
9. 8 10%
9. 9 20%
100%
Amount
$48, 000. 00
4.4 5% $24,000.00
$48, 000. 00
$48,000.00
$48, 000. 00
$48,000.00
$48,000.00
$96,000.00
$480,000.00
The amounts are intended to be progress payments spread across the project timeframe and do not represent the value of the services or deliverables named in the corresponding milestone.
Batch of Integrations. Exhibit C (Statement of Work) identifies 62 integrations to be developed, migrated, and cut over (go live) to the new Solution. The integrations will be implemented individually and in groups, incrementally, per the agreed upon Project Schedule developed during Discovery and updated during the project as mutually agreed upon by the Parties. iVoyant will billAnaheim upon completion and acceptance of each milestone identified in the Milestone Payment Schedule based on the number of integrations that have been accepted and placed into production use. For purposes of the Milestone Payment Schedule, a "batch" refers solely to the number of integrations accepted and in production use and does not mean related groups of integrations. For example, once 15 integrations have been accepted and in production use, iVoyant may bill for Milestone #5.
Once an additional 15 integrations have been accepted and placed into production use, iVoyant may bill for Milestone #6, and so on.
Grand Total for Initial Term Contract Amount Term Years 1 5 $1,080,000.00 [Continued on the following page]
Exhibit D-2
EXHIBIT D
SCHEDULE OF COMPENSATION
4. Additional Services
Anaheim may, in its sole discretion, issue a Work Order Request for Additional Services, including professional services. Compensation for Additional Services shall be based on the rates set forth below or a fixed price and shall not exceed $100,000 per Term Year, plus any unused balance carried forward in accordance with the limits, restrictions, and requirements set forth in Sections 4.6 and 6.2 of the Agreement.
Professional Service Rates
Professional Service Hourl Rates
Number Resource Type Year 1 Year 2 Year 3 Year 4 Year 5 1 Support Analyst $45.00 $46.35 $47.74 $49. 17 $50.65
2 Programmer / Analyst $100.00 $103. 00 $106. 09 $109.27 $112. 55 3 Project Manager $115. 00 $118.45 $122. 00 $125. 66 $129. 43 4 Architect $125.00 $128.75 $132.61 $136.59 $140.69
Increases for Professional Service Rates:
a. Professional service rates apply to Work Orders for Additional Services per Section 6.2 (Administration, Additional Services) of the Agreement. b. Beginning with the first Renewal Term (Term Year 6), Professional Service rates may be increased subject to the requirements and limits set forth in Section 4. 6 (Compensation, Rate Increases) of the Agreement, which allows for the lesser of the CPI-U rate or 3% of the amount from the prior Term Year.
5. Annual Maintenance and Support Rates -After Initial Term Term Description Billing Criteria
Year
Annual Amount
6-15 Annual Maintenance and
Support Services Anniversary of Effective Date , , $60,000.00 (plus, any authorized
Rate Tncrease
Increase for Annual Maintenance and Su ort Rates:
Maintenance and support services provided after the Initial Term (Term Years 6 through 15) shall be referred to as "Annual Maintenance and Support Services. " The compensation for Annual Maintenance and Support Services may be increased only as authorized under Section 4.6 (Compensation, Rate Increases) of the Agreement, which permits annual increases equal to the lesser of the CPI-U or three percent (3%) of the amount from the prior Tenn Year.
Exhibit D-3
EXHIBIT E
SOURCE CODE ESCROW
1. Relationship to the Master Agreement
This Source Code Escrow attachment is Exhibit E to the Software License & Services Agreement (the "Master Agreement") between the Parties referred to here respectively as "Anaheim" and "Provider" (or "iVoyant"). This Source Code Escrow attachment is incorporated into and made part of the Master Agreement and is not separately executed. The provisions of this Exhibit E are subject to the terms of the Master Agreement. Capitalized terms not defined in this Exhibit have the meanings given in Exhibit A or the Master Agreement.
This Exhibit sets forth the terms under which iVoyant will place the source code and related materials for the Software into escrow, the conditions under which such materials may be released to Anaheim, and Anaheim's rights to use such released materials following release. In the event of any conflict between this Exhibit and the Master Agreement, the Master Agreement shall control unless this Exhibit expressly states otherwise. Nothing in this Exhibit shall limit Anaheim's rights or remedies under the Master Agreement.
The rights and obligations set forth in this Exhibit shall survive expiration or termination of the Master Agreement to the extent necessary to effectuate Anaheim's rights under this Exhibit, including Anaheim's rights following release of escrow materials.
2. Establishment and Fees
2.1 Arrangement. iVoyant shall establish the escrow arrangement with an independent escrow agent within sixty (60) days after the Effective Date of the Master Agreement. iVoyant shall recommend an escrow agent and prepare the tri-party escrow agreement implementing, in good faith and to the extent reasonably applicable, the core requirements of this Exhibit. The parties shall cooperate in good faith to finalize the escrow arrangement.
2.2 Fees. Anaheim shall bear the costs associated with establishing and maintaining the escrow arrangement and deposits under this Exhibit. Anaheim may elect and bear the fees associated with optional escrow services such as verification pursuant to Section 3.3. Anaheim shall pay the escrow agent firm directly for the escrow service fees. iVoyant shall bear its own costs of preparing and making deposits.
2.3 Precedence. In the event of any inconsistency between this Exhibit and the escrow agent's form, the escrow agent's form shall control.
3. Deposit
3. 1 Contents. iVoyant shall deposit the then-current source code for the Software, together with all documentation and materials reasonably necessary for a qualified software professional to compile, install, configure, maintain, modify, and support the Software, including, to the extent applicable, build instructions, the tools and library versions required to compile the Software, configuration and deployment artifacts for the Solution as deployed for Anaheim, database Exhibit E-l
EXHIBIT E
SOURCE CODE ESCROW
schemas and migration scripts, a list of Third Party Components with applicable versions, and an iVoyant technical contact familiar with the deposit.
3.2 Updates. iVoyant shall update the deposit upon each production major and minor release of the Software, or as agreed upon by the parties during the development of the escrow agreement arrangement, and will notify Anaheim in writing when a deposit or update is made.
3.3 Verification. Upon Anaheim's request, iVoyant shall cooperate with escrow verification. If verification identifies that the deposit is incomplete, inaccurate, or incapable of being compiled or deployed as required, iVoyant shall promptly correct the deposit at its expense.
4. Release
4. 1 Release Conditions. Anaheim is entitled to release of the deposit on the occurrence of any of the following:
. iVoyant ceases to carry on business or dissolves, without a successor assuming its obligations under the Master Agreement;
. iVoyant becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or receivership proceeding not dismissed within thirty (30) days;
. iVoyant ceases providing maintenance or support services for Anaheim's implementation of the Software generally, or materially fails to perform its obligations under Exhibit B and does not cure within thirty (30) days after written notice from Anaheim; or . iVoyant assigns or transfers the Software to a third party that does not assume the maintenance and support obligations under the Master Agreement. . Failure to maintain current escrow deposit as required by Section 3. . A change of control ofiVoyant where the successor does not assume all obligations under the Master Agreement.
. iVoyant experiences a cybersecurity event or other circumstances preventing iVoyant from providing continued maintenance and support of the Software. . iVoyant fails to provide maintenance and support or corrective Software fixes for a material period despite notice.
4.2 Procedure. Anaheim shall notify the escrow agent and iVoyant in writing of the release condition relied upon and request release of the deposit. iVoyant may object in writing within ten (10) business days after receipt ofAnaheim's notice. IfiVoyant does not object within such period, the escrow agent shall release the deposit to Anaheim. IfiVoyant timely objects, the parties shall promptly resolve the objection in accordance with the dispute resolution procedures set forth in the Master Agreement, and the deposit shall not be released while the objection remains unresolved. Nothing in this Section limits Anaheim's right to seek interim relief from a court of competent jurisdiction.
Exhibit E-2
EXHIBIT E
SOURCE CODE ESCROW
4.3 Effect. Release does not terminate Anaheim's peqietual license under Exhibit A and does not relieve iVoyant of any surviving obligation. Release shall not affect Anaheim's rights to seek damages, indemnification, or other remedies under the Master Agreement.
5. Use of Released IVIaterials
5. 1 Permitted Use. Upon release, Anaheim may use the released materials, and any modifications or derivative works Anaheim creates from them, including modification, enhancement, correction, migration, integration, and transition activities solely to maintain, support, and operate the Software for Anaheim's own business operations, subject to the confidentiality requirements between the parties outlined in the Master Agreement and any other confidentiality agreements entered into by and between the Parties from time to time. Anaheim's contractors and other third parties acting on Anaheim's behalf may use them for that purpose under written confidentiality obligations at least as protective and solely for Anaheim's benefit.
5.2 Restrictions and Ownership. Anaheim may not distribute, sublicense, sell, transfer, publish, or otherwise make the released materials or any derivative works available to any third party for that third party's own purposes, or use them to develop a competing product. iVoyant retains ownership of the Software and pre-existing intellectual property. Anaheim retains ownership of its data, configurations, modifications, interfaces, documentation, and other materials independently created by Anaheim, except to the extent such materials incorporate iVoyant's pre-existing intellectual property
6. Term
6. 1 Duration. The escrow shall remain in effect for so long as Anaheim has rights to use the Software under the Master Agreement and continues to pay the escrow maintenance fees, whether or not Maintenance and Support Services remain in effect.
6.2 Termination. Anaheim may terminate the escrow at any time on written notice to iVoyant and the escrow agent. iVoyant may terminate only where Anaheim has failed to pay escrow agent fees and has not cured that failure within thirty (30) days after written notice. iVoyant shall not terminate escrow while any release condition exists or while Anaheim is exercising rights following release.
Exhibit E-3