HomeMy WebLinkAboutAGR-4572.B - INTELLITIME SYSTEMS CORPORATION - INTELLITIME HOSTED SAASDocusign Envelope ID:6EA888C6-E7B7-46FA-AGC3-14B03591 F845
AGR-4572. B w"
PROFESSIONAL SERVICES AGREEMENT
IntelliTime Hosted SaaS]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 9th day of March 2026 (the "Effective Date")by
and between the CITY OF ORANGE, a municipal corporation ("City"), and INTELLITIME
SYSTEMS CORPORATION, a California corporation("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Angela Cadotte,Payroll Manager("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, for three years shall not exceed ONE HUNDRED THIRTY-FOUR THOUSAND
THREE HUNDRED EIGHTY-EIGHT DOLLARS and 75/100 ($134,388.75) without the prior
written authorization of City.
Year 1 $37,559.75 (Annual licensing $47,699, 1-time March 2, 2026 -
implementation$13,200,and credits of$23,339.25) June 30,2026
Year 2 $47,699 July 1, 2026
June 30, 2027
Year 3 $49,130 July 1, 2027 -
June 30, 2028
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
2.1 Term and Extension(s)
a. The Initial Term of this Agreement (the "Initial Term"), begins March 2,
2026 expiring on June 30,2028 (the"Expiration Date");provided,however,that City has the right
to extend the term of this Agreement for the following extensions and upon the following terms:
First Extension(the"First Extension Term")commencing July 1,2028,
and terminating June 30, 2029, in an annual amount not to exceed Fifty
thousand six hundred four DOLLARS and 00/100 ($50,604.00);
Second Extension (the "Second Extension Term") commencing July 1,
2029, and terminating June 30,2030,in an annual amount not to exceed
Fifty-two thousand one hundred twenty-two DOLLARS and 00/100
52,122.00).
b. The City Manager is hereby authorized on behalf of City to give written
notice to Contractor of City's intention to exercise each Extension (if at all) no later than thirty
30) days prior to the Expiration Date of the then-current term; provided, however, that City's
notice of its intention to extend the term of this Agreement for each Extension shall be expressly
conditioned upon and subject to the approval by the City Council, in its sole and absolute
discretion, of an amount sufficient to pay the compensation set forth herein for each Extension as
part of its annual budget approval process prior to the beginning of each Extension. While the
parties acknowledge that City is required to give its notice of intention to extend the term of this
Agreement not later than thirty (30) days prior to the Expiration Date of then-current term, it is
possible that the City Council's approval of its annual budget and appropriation of funds for the
Extension in question may occur thereafter. Accordingly, if the City Council fails to approve and
appropriate funds sufficient to pay the amount of compensation set forth herein for an Extension,
this Agreement shall terminate and be of no further force and effect as of the expiration of the
then-current term. Notwithstanding anything in this provision to the contrary, in the event City
gives Contractor written notice exercising an Extension and City receives notice that appropriation
of funds for the Extension in question are not available after Contractor has performed services
under the Extension, City agrees that Contractor will be equitably compensated for all services
performed under any portion of an Extension through the date of termination of the Agreement.
Except as specifically set forth herein,the terms and conditions of each Extension will be the same
as the Initial Agreement.
c.Any Extension, if properly exercised, shall be memorialized in the form of
an amendment to this Agreement. The City Manager is hereby authorized to approve and execute
amendments to this Agreement reflecting the exercise of each Extension and the amount of
compensation(including the amount of funds to be made available for additional work or services)
payable to Contractor for each respective Extension.
2
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c.City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any of the benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
3
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC:3-14B03591 F845
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A,"shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five(5)days of the Effective Date
of this Agreement and diligently prosecute completion of the work in accordance with the time
period set forth in Exhibit"A"hereto or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports,plans, citations, materials, manuals, technical data, logs,files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
4
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color,religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading,demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof,and the officers, officials, agents
and employees of City(collectively the"Indemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation
employed by Contractor, either directly or by independent contract, including all damages due to
loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of
them, arising out of, or in any way connected with the work or services which are the subject of
this Agreement, including injury or damage either on or off City's property; but not for any loss,
injury,death or damage caused by the active negligence or willful misconduct of City. Contractor,
5
Docuslgn Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591F845
at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other
proceedings that may be brought or instituted against the Indemnitees on any such claim or liability
covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against
the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage
under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission,or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) Two Million Dollars ($2,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Contractor shall maintain during the life of this Agreement, the following
minimum amount of cyber liability in an amount not less than Two Million Dollars ($2,000,000)
per claim and annual aggregate, covering (1) all acts errors, omissions, negligence, infringement
of intellectual property; (2) network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection,
or negligence in the handling of confidential information, privacy perils, including coverage for
related regulatory defense and penalties; (3) system failure, damage to or destruction of electronic
information, data recovery, business interruption, cyber extortion, and information theft; (4) data
breach expenses payable whether incurred by City or Consultant, including but not limited to
consumer notification,whether required by law,computer forensic investigations,public relations
and crisis management firm fees, credit file or identity monitoring or remediation services in the
performance of services for City or on behalf of City hereunder. If a sub-limit applies to any
6
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
elements of coverage, the certificate of insurance evidencing the coverage above must specify the
coverage section and the amount of the sub-limit.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
7
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3)years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three(3)days' notice from City,and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immieration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
8
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591F845
Industrial Relations(www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e.Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for,of and from any loss,including but not limited to fines,penalties and
9
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
IntelliTime Systems Corporation City of Orange
1118 E. 17th Street 300 E. Chapman Avenue
Santa Ana, CA 92704 Orange, CA 92866-1591
Attn.: Dennis Peters Attn.: Angela Cadotte
Telephone: (714) 559-3135 Telephone: (714) 744-2256
E-Mail: dpeters@intellitime.com E-Mail: acadotte@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted electronically shall have the same effect as original signatures.
Remainder of page intentionally left blank; signatures on next page]
10
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14803591 F845
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
INTELLITIME SYSTEMS CORPORATION,CITY OF ORANGE, a municipal corporation
a California corporation
p—DocuSipnad by: Signed by:
By: Otis Pis By:
Printe lraf 'inennis Peters arac E2ri°denbrand, City Manager
Title: President
By: ATTEST:
Printed Name:
Title:Signed by:
DB2B DCB EF 3A.
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
p—DocnSigned by:
C3 DCOA754
Iiatnalie Aaourian, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the Board,the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
11
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14B03591 F845
EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
Docusign Envelope ID:6EA888C6-E7B7-46FA-ACC3-14803591F845
Exhibit A - Scope of Services
IntelliTime 6.0 Pricing Model for the City of Orange-IntelliTime Hosted SaaS Option v3
Pricing Valid for 180 days from: 11/26/2025
Quoted Pricing
Required Products and Services
Part Number Per Unit Pricing Annual Annual Support
Number of Units Product Description If Applicable) Services Licensing Hardware And Hosting
2141-SAAS 1 IntelliTime SQL Server 2022 Database-Enterprise License 1,099 2,500
Interface to SFTP,Import Data,Payroll Editing Reports
Electronic Signatures,Audit Trail,Rule Engine
1 Interface to TylerMUNIS ERP System 1,785 1,785 1,300
Import Employee,HR and Leave Accrual Information each Pay Period
Import Account Codes from Accounting module,Export Timecards
9200-SAAS 1 GED(Get External Data)Interface-Import Data from TeleStaff 2,939 2,939 1,300
Import Fire Scheduling/Timekeeping Data
9500-SAAS 1 IntelliTime Entra ID Integration-Single Sign On 1,236 1,295
Can use network sign in to log in to Scheduling and Timekeeping
3195-SAAS 750 VTI User Licenses 12.36 9,270 3,375
Per Year Per User-Includes(2)Bi-Weekly Timecards,Leave Request,Swap Request, Per Year
Prior Period Adjustment Forms,Support for Time Clocks
5013 80 Professional Support Hour Budget -Timekeeping-180 Day Implementation Project 165 13,200
Per Hour-Custom Test Plan,Pay Rules,Pay Codes,OT,FMLA,ACA,Leave Accrual Rules, Per Hour
Employee Schedules,Test Systems Interface to Sungard and Chosen ERP System
HOSTING 1 Cloud Hosting 1,800 Per Month 21,600
System Totals 13,200 $16,329 0 31,370
Configuration,Testing,Project Management 13,200
Annual Software Licensing 16,329 1,361 Monthly on an Annual Contract
Annual Hosting and Support 31,370 2,614 Monthly on an Annual Contract
Combined System Totals 60,899
Year 1(Prorated) 47,699.00 Year One Hosting and Support to be prorated on cutover to Cloud.
Year 2 Cost 47,699
Year 3 Cost 49,130
Year 4 Cost 50,604
Year 5 Cost 52,122
Five Year Total: 247,254
IntelliTime Systems Corporation Confidential 1/23/2026 Page 1