Agreement

DocuSign Envelope ID: B383B35F-4A95-4BD6-BD2D-94EBAD9E5B4C

MASTER SOFTWARE SERVICES AGREEMENT
THIS MASTER SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of
2021, by and between RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”), and THE CITY
OF GLENDALE, ARIZONA (“Client”).

In consideration of the mutual covenants and agreements made herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:

1.1 “Affiliate” means any entity that is controlled by Client, where “control” means the ownership of, or the
power to vote, more than fifty percent (50%) of the voting stock, shares, or interests in an entity.

1.2 “Agreement” means this Agreement, and any Orders, exhibits, Statements of Work and amendments to the
foregoing.

13 “Client” means the entity entering into this Agreement and any Affiliate designated in this Agreement or an

Order which is authorized to receive the Subscribed Services. Client shall be fully responsible for the performance of all of its
Affiliates’ obligations under this Agreement.

1.4 “Client Content” means all data, imagery, information and other content (a) transmitted by or on behalf of
Client through the System; (b) provided by Client or on Client’s behalf for use in connection with the Subscribed Services; or
(c) otherwise processed or stored by Rubicon or its contractors on Client’s behalf pursuant to this Agreement.

15 “Documentation” means the then-current, commercially available user manuals, training materials and
technical manuals relating to the Subscribed Services provided to Client by Rubicon pursuant to this Agreement.

1.6 “Effective Date” means ihe earlier of (a) the date this Agreement and the first Order are accepted and signed
by Rubicon; or (b) the date Client begins using or receiving the Subscribed Services.

1.7 “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with works of
authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark,
service mark and trade name rights and any similar rights recognized under applicable law; (c) rights in confidential information
and trade secret; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-
how, formulas, algorithms, processes, technical information and other technology; (f) all other intellectual and industrial
property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all
international, national, foreign, state and local registrations, applications for registration and any renewals and extensions
thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and
reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of
the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and
extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all
proceeds from any such actions).

1.8 “Marks” means the trademarks, service marks or trade names of Client.

1.9 “Order(s)” means the order(s), and any amendments thereto, executed by the parties and which references
this Agreement. Each Order shall specify the Subscribed Services being subscribed for, the licensing parameters, the term of
the Order, the applicable fees, billing period, and other charges, as well as payment terms. Each Order with the terms of this
Agreement, and any exhibits and amendments to such Order, is a separate and independent contractual obligation of Rubicon
from any other Order. In the event of any conflict between the terms of this Agreement and the terms of any such Order, the
terms of such Order shall prevail.

1.10 INTENTIONALLY OMITTED.

1.11 “Rubicon Software” means Rubicon’s proprietary software programs used by Rubicon to provide the
Subscribed Services (including, without limitation, all source code, object code, designs, copyrightable works, ideas,

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inventions, technology and other Intellectual Property Rights therein), as modified, enhanced or replaced by Rubicon from time
to time. For the avoidance of doubt, Rubicon Software does not include Client Content.

1.12 INTENTIONALLY OMITTED.

1.13 “Subscribed Services” means Rubicon’s proprietary, web-based services set forth in an Order which are
provided to Client on a subscription basis and enable use of the Rubicon Software through the System.

1.14 “System” means the Rubicon Software and the server grade computers and related networks maintained by
or on behalf of Rubicon and its third-party providers to host the Rubicon Software and provide the Subscribed Services to
Client, all as hereafter modified, enhanced or replaced by Rubicon.

1.15 “Third Party Offerings” means services delivered or performed by third parties independently of Rubicon related
to the Subscribed Services, or other online, web-based CRM, ERP, or other business application subscription services, and any
associated offline products provided by third parties, that interoperate with the Subscribed Services.

1.16 “Work Product” means any software, data, documentation, graphics, text, code, inventions, pictures, audio,
video, animations, enhancements, improvements, methods, processes, works of authorship, work-flow methods or other
deliverables or any portions of the foregoing that Rubicon creates, whether alone or jointly, while performing any services
hereunder. Work Product excludes: (a) the Subscribed Services; (b) the System; (c) any generic routines or code that have
general application to the Rubicon Software or System; and (d) all modifications, alterations, derivative works and
enhancements to the foregoing, and all copies thereof.

2. Services.

2.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without limitation,
Client’s payment of all applicable fees, Rubicon hereby agrees to provide the Subscribed Services, and in connection therewith,
Rubicon hereby grants to Client during the term of the applicable Order a non-exclusive, non-transferable, non-sublicensable,
limited right and license to (a) access and use of the Subscribed Services subject to the terms specified in the SOW and as
specified in the applicable Order, solely for Client’s internal use; (b) to transmit and receive Client Content to and from the
System; and (c) use the Documentation in connection with such rights. The rights granted to Client pursuant to any Order shall
terminate upon the termination or expiration of this Agreement or the applicable Order for any reason. All rights not expressly
granted to Client are reserved by Rubicon and its licensors.

2.2 Limitations. Client shall not: (a) access or use any portion of the Subscribed Services or System except as
expressly authorized pursuant to an Order; (b) cause or permit decompilation, reverse assembly or reverse engineering of all
or any portion of the Subscribed Services or System; (c) copy any ideas, features, functions or graphics of the Subscribed
Services or System or modify or make derivative works based upon the Subscribed Services or System; (d) delete, fail to
reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Subscribed
Services, System or Documentation; or (e) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease
the Subscribed Services or System, or any portion thereof, for third party use, third party training, facilities management or
time-sharing, or use as an application service provider or service bureau. Without limiting the foregoing, Client may not use
the Subscribed Services or System to: (i) send or store material containing viruses, worms, Trojan horses or other harmful
computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Subscribed
Services, System or the data contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services or System.

2.3 Support. Client will be responsible for providing first line maintenance and support to its authorized end
users in connection with the Subscribed Services. Rubicon will allow up to two (2) qualified employees of Client who have
been trained on use of the Subscribed Services (the “Designated Employees”) to contact Rubicon with technical questions or
issues with respect to the Subscribed Services and to report System outages or failures. Rubicon shall respond to the technical
support questions from the Designated Employees and commence the process of responding to System or Subscribed Services
outages or failures in accordance with Rubicon’s standard procedures. The Designated Employees shall assist Rubicon in
resolving issues with the Subscribed Services and System. Rubicon is under no obligation to provide functional updates,
enhancements or upgrades to the System or Subscribed Services by any time certain.

24 System Availability. Rubicon will use commercially reasonable efforts to enable access to the Subscribed Services.
Service Availability:
e Rubicon’s Service Availability commitment for a given calendar month is 99.5%.

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e Service Availability is calculated per month as follows:
e (Total time - Unplanned Outage - Planned Maintenance)/ (Total — Planned Maintenance) X 100

Definitions:
e Total is the total minutes in the month
¢ Unplanned Outage is total minutes unavailable due to an unplanned outage in the month

Planned Maintenance is total minutes of planned maintenance in the month. Currently, Planned Maintenance is four (4)
hours for weekly maintenance, four (4) hours for monthly maintenance, four (4) hours for

quarterly maintenance. Rubicon’s current weekly maintenance begins at 10 pm (Eastern) on Fridays;

monthly maintenance begins at 2:00 am (Eastern) on Saturday; and quarterly maintenance begins at 6:00am

(Eastern) on Saturday. All times are subject to change upon reasonable notice. If actual

maintenance exceeds the time allotted for Planned Maintenance it is considered an Unplanned Outage. If actual
maintenance is less than time allotted for Planned Maintenance, that time is not applied as a credit to offset

any Unplanned Outage time for the month. The measurement point for Service Availability is the availability of Rubicon
Premier’s Production Service. Client may request an availability report not more than once per month via the Client Center.

FEE ADJUSTMENT
In the event that Rubicon does not meet the Availability levels set forth below, the amount of fees payable by Client will be
reduced as follows:

In the event the average Availability for the Application is less than ninety five percent (95%) during any quarter, Client will
receive a credit to its account with Rubicon equivalent to the percent of unavailability over and above 5%. The maximum
credit would be 10% of the amount of Rubicon Hosting Services fees paid or payable by Client to Rubicon

Rubicon’s obligation to provide Client with fee adjustments as set forth above is conditioned on Client providing detailed
written notice to Rubicon of its contention that Rubicon was unable to meet the applicable Availability levels. Upon receipt
of such notice, Rubicon shall have thirty (30) calendar days to investigate the contention. If, at the end of the thirty (30)
calendar day period it is determined that Rubicon did in fact fail to meet the applicable Availability levels, Client will receive
the appropriate credit to its account during the next invoice cycle.

The remedies set forth in this Section of this Attachment shall be Client’s sole remedy and Rubicon’s entire liability in the
event of the failure of any Availability measurements to meet the thresholds set forth above.

Rubicon reserves the right to perform maintenance of the Subscribed Services and System as needed and, except in the event
of emergency maintenance, will schedule such maintenance before or after 8:00 AM — 8:00 PM Monday-Friday (excluding
holidays) U.S. Eastern Time. Client acknowledges and agrees that certain portions of the Subscribed Services, including
without limitation, data storage, hosting, and System hardware management, may be provided by third party service providers.
Rubicon will provide ongoing management of the System, located at the third-party provider’s location, in accordance with
Rubicon’s agreement with the third-party provider(s), in order to maintain the best practical availability of the Subscribed
Services. Rubicon may change its third-party data hosting provider to another hosting provider, in Rubicon’s sole discretion,
from time to time. Rubicon shall not make any changes without Forty-Five (45) days prior notification.

2.5 Browsers. Client acknowledges and agrees that the Subscribed Services will only be compatible with and
Support use with the most recently superseded version for one year from the date of the general release of the then-current
version, of the following browsers: Internet Explorer, Firefox, Safari and Google Chrome.

2.6 INTENTIONALLY OMITTED.

2.7 Provisioning of the Subscribed Services. Rubicon may update the functionality and user interface of the
Subscribed Services from time to time in its sole discretion as part of its ongoing improvement of the Subscribed Services.
Client agrees that its subscription to the Subscribed Services is neither contingent on the delivery of any future functionality or
features nor dependent on any oral or written public comments made by Rubicon regarding future functionality or features.

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3. Client Obligations.

3.1 Resources, Except as expressly set forth herein, Client and its end users shall be solely responsible for
providing all resources, equipment and software at its or their respective facilities which are necessary for them to access the
System and/or receive the Subscribed Services. Client and its end users must provide all equipment and licenses necessary to
access and use the Internet, and pay all fees associated with such access and use. To the extent Rubicon’s provision of the
Subscribed Services requires data, documents, information or materials of any nature to be furnished, in whole or in part, by
Client or its employees, agents, contractors, representatives or authorized users, Client will cause such employees, agents,
contractors, representatives and authorized users to furnish such data, documents and information in a manner which permits
Rubicon to perform the Subscribed Services as contemplated herein.

3.2 Third Party Coordination; Required Consents. To the extent the Subscribed Services require access to a third
party service provider who is under contract with Client, or access or use of such provider’s information or interconnection
with such provider’s services, facilities, technology or systems in order to receive or transmit Client Content, Client shall be
responsible for obtaining any required third party licenses or consents necessary for Rubicon to access and use such information,
services, facilities, technology or systems.

3.3 Third-Party Web Sites, Products and Services. The Subscribed Services may rely on or require that Client
access Third Party Offerings. If Client elects to use the Subscribed Services with Third Party Offerings, Client agrees that: (a)
its use of Third Party Offerings must at all times comply with the terms of service governing such offerings; and (b) Rubicon
has the right to export and import Client Content to and from such Third-Party Offerings for purposes of delivering the
Subscribed Services purchased by Client. Client’s or its user’s use of third party websites must at all times comply with the
terms of service governing such websites. Client understands and agrees that the availability of the Subscribed Services, or
certain features and functions thereof, is dependent on the corresponding availability of Third Party Offerings or specific
features and functions of Third Party Offerings. Rubicon will not be liable to Client or any third party in the event that changes
in Third Party Offerings cause the unavailability of the Subscribed Services or any feature or function thereof. Rubicon may
also refer Client to third party service providers that offer Third Party Offerings. Rubicon does not make any representations
or warranties regarding any such Third Party Offerings, whether or not such Third Party Offerings or services are designated
by Rubicon as “certified,” “approved,” “recommended” or otherwise, or the services are provided by a third party that is a
member of a Rubicon partner program. To the extent that Rubicon requires that Client grant Rubicon authorizations, passwords
or other user credentials to a Third Party Offering (“Rubicon Access Codes”) to retrieve Client Content or to enable
interoperability with the Subscribed Services, Client shall promptly provide such Rubicon Access Codes.

3.4 Integrated Third-Party Software. Rubicon may integrate third-party computer software into the Subscribed
Services. In such an event, Rubicon will obtain, at no additional charge to Client, all rights necessary for Client to use such
third-party computer software with the Subscribed Services. All free software is distributed to Client WITHOUT ANY
WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A copy of the free software is included with the
Subscribed Services. Rubicon disclaims on behalf of all individuals or entities that distributed such free software to Rubicon
(the “Contributors”) all warranties and conditions, express and implied, including warranties or conditions of title and non-
infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and Rubicon
excludes on behalf of all such Contributors (i) all liability for damages, including direct, indirect, special, incidental and
consequential damages, such as lost profits; and (ii) any provisions which differ from this Agreement which are offered by any
particular Contributor alone and not by any other party.

3.5 Compliance with Laws. Client will comply with all applicable laws, rules and regulations relating to Client’s
or its authorized user’s receipt or use of the Subscribed Services. Without limiting the foregoing, Client will be solely
responsible for determining the extent to which the design or provision of the Subscribed Services is subject to any privacy
laws or regulations (“Privacy Laws”) applicable in the State of Arizona or the oversight of any regulatory agency charged with
the enforcement thereof (“Regulatory Oversight”). To the extent that the design and operation of the Subscribed Services is
subject to any Privacy Laws or Regulatory Oversight, Client will specify any procedures to be taken by Rubicon during the
customization and provision of the Subscribed Services to cause the Subscribed Services to be in compliance with such Privacy
Laws and Regulatory Oversight. Client shall not export the Subscribed Services, System or Documentation in violation of
U.S. Department of Commerce export administration regulations.

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3.6 Activity. Rubicon will provide Client access to the Subscribed Services by issuance of a confidential site
address and passwords to Client. Client is responsible for maintaining the confidentiality of such address and passwords and
any activity that transpires through the use of such address and passwords. Client shall: (a) notify Rubicon immediately of any
unauthorized use of any password or account or any other known or suspected bi-ach of security; (b) report to Rubicon
immediately and use reasonable efforts to stop immediately any unauthorized copyi.z or distribution of Client Content that is
known or suspected by Client; and (c) not impersonate another Rubicon client ori —_ or provide false identity information to
gain access to or use of the Subscribed Services.

4. Prices; Ordering; Payment.

4.1 Invoicing and Payment. Except as otherwise specified in an Order or Statement of Work: (a) Client shall
pay to Rubicon all fees, charges and expenses due and owing pursuant to an Order or Statement of Work in U.S. dollars to the
address designated on the invoice within thirty (30) days following Rubicon’s invoice date; and (b) all payment obligations are
non-cancellable, non-refundable and non-contingent. Client may not set-off any amounts owing to Client against any payments
owing to Rubicon hereunder. Payments which are not received when due shall bear interest at the lesser of the maximum
amount chargeable by law or one and a half percent (14%) per month commencing with the date payment was due. In addition,
in the event Client fails to timely pay any fees or charges when due, Rubicon may, in its discretion, suspend or terminate any
Subscribed Services or other services hereunder in accordance with Section 5.3. Client will continue to be charged for all
Subscribed Services and other services during any period of suspension.

4.2 Taxes and Duties. Excluding taxes based on Rubicon’s net income, Client is liable and responsible for paying
all federal, state and local sales, foreign withholding, value added, use, property, excise, service and other taxes, and all duties
and customs fees relating to Client’s receipt or use of the Subscribed Services, whether or not Rubicon invoices Client for such
taxes, duties or customs fees, unless Client timely provides Rubicon with a valid tax exemption or direct pay certificate showing
Client is exempt from such payments. If Rubicon is required to pay any such taxes, duties or customs fees, Client shall
reimburse Rubicon for such amounts in accordance with Section 4.1, and Client further agrees to indemnify, defend and hold
harmless Rubicon for any such taxes, duties and customs fees and any related costs, interest and penalties paid or payable by
Rubicon with respect thereto.

43 Expenses. Client shall reimburse Rubicon for any pre-approved travel, meal, lodging and out-of-pocket
expenses incurred in carrying out its obligations under this Agreement.

44 Audits. During the Term, upon thirty (30) days prior written notice to Client, Rubicon may audit Client’s facilities,
records and use of the Subscribed Services to determine Client’s compliance with the terms and conditions of this
Agreement. Such audits shall occur during regular business hours and shall be conducted in a manner designed to limit
disruption to Client’s business.

5. Term and Termination.

5.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue for a
period of Seven (7) years. There is no renewal term or extensions available under this Agreement.

5.2 Termination. Either party may terminate this Agreement or the applicable Order or Statement of Work if the
other party breaches this Agreement or such Order or Statement of Work, as applicable, and fails to correct the breach within
thirty (30) days following receipt of written notice from the non-breaching party. In addition, Rubicon may terminate this
Agreement immediately if Client files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors,
or ifa trustee is set up to administer a substantial portion of Client’s assets or business.

5.3 Suspension of Services. In the event (a) Client fails to timely pay any fees when due; or (b) Rubicon believes,
upon advice of counsel, that any element of the Subscribed Services, or Client’s receipt or use thereof, violates any applicable
law, rule or regulation, Rubicon may it its sole discretion suspend or terminate any Subscribed Services and other services
immediately without notice.

5.4 Effect of Termination. Upon termination of this Agreement or an Order or Statement of Work for any reason,
all payment obligations shall become immediately due and owing and Client shall immediately cease using the applicable
Subscribed Services and return all Documentation to Rubicon. In addition, in the event this Agreement or any Order is
terminated early, before completion of the applicable term, for any reason other than due to Rubicon’s breach, Client shall pay
to Rubicon (in addition to any other amounts due under this Agreement) as liquidated damages within thirty (30) days followin g
any such termination, (a) any non-refundable costs incurred by Rubicon in connection with such termination including, but not
limited to, hardware costs and licensing fees paid to third party licensors; and (b) fifty percent (50%) of the remaining annual

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recurring fees (including, without limitation, the subscription fees paid to use and access the Subscribed Services) that would
have been charged for the then remaining term of the Agreement or Order(s), as applicable, all of which shall be immediately
accelerated. Client acknowledges and agrees that (i) the payment of such fees does not constitute a penalty, but is due to the
difficulty in estimating actual damages for early termination; (ii) such fees are a reasonable estimate of the amounts required
to fairly compensate Rubicon in such events; and that (iii) such fees have taken into consideration Rubicon’s cost savings due
to the termination of this Agreement and the present value of accelerated payments. Upon termination of this Agreement,
Client shall also return to Rubicon or destroy all copies of Rubicon’s Trade Secrets and Confidential Information in every form.
Upon request of Rubicon, Client agrees to certify in writing to Rubicon that it and each of its Affiliates have performed the
foregoing obligations. Sections 1, 4, 5.4, 6.2, 6.3, and 7, 8, 10 and 11 shall survive any termination of this Agreement in
accordance with their respective terms. In the event of any termination hereunder, Client shall not be entitled to any refund of
any payments made by Client.

6. Representations and Warranties.

6.1 Services Warranty. Provided that Client notifies Rubicon of the non-conformance within the warranty
period, and subject to the limitations set forth herein, Rubicon warrants that the Subscribed Services will be provided
substantially in accordance with the applicable Documentation for a period of ninety (90) days from the date such Subscribed
Services are first provided. No specific result from the provision of Subscribed Services is assured or guaranteed. In the event
of any breach of the foregoing warranty, Rubicon shall, at its option and as Client’s sole and exclusive remedy, (a) re-perform
the Subscribed Services which were not performed as warranted at no additional charge; or (b) in the event Rubicon is unable
to re-perform such Subscribed Services after exercising commercially reasonable efforts to do so, refund the fees paid to
Rubicon for the Subscribed Services which were not performed as warranted. Notwithstanding the foregoing, Rubicon shall
have no obligation to provide the warranty services described in this Section 6.1 if: (i) the performance failure is at least partially
attributable to Client’s deviation from applicable operating instructions or failure to perform Client’s obligations set forth in
this Agreement; or (ii) Client or any other person or entity (other than Rubicon) has modified the Subscribed Services.

6.2 Client Acknowledgment, Client acknowledges and agrees that it has made its own evaluation in deciding to
subscribe for the Subscribed Services. The warranties provided in this Agreement extend solely to Client and to no other person
or entity whatsoever. Without limiting the foregoing, Rubicon is not responsible for the results that may be obtained from use
of the Subscribed Services.

6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, RUBICON MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR
BY OPERATION OF LAW), WITH RESPECT TO THE SUBSCRIBED SERVICES, THE SYSTEM OR ANY OTHER
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. RUBICON EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF
DEALING OR CUSTOM OF TRADE, AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT. RUBICON
DOES NOT WARRANT THAT THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES ARE OR WILL BE
ERROR-FREE OR THAT THE USE OR OPERATION OF THE SUBSCRIBED SERVICES, SYSTEM OR OTHER
SERVICES WILL BE UNINTERRUPTED OR THAT ALL ERRORS OR ISSUES WITH THE SUBSCRIBED SERVICES,
SYSTEM OR OTHER SERVICES CAN OR WILL BE CORRECTED.

7 Confidentiality.

71 Confidentiality. Each party (the “Receiving Party”) acknowledges that it will have access to Confidential
Information and Trade Secrets of the other party (the “Disclosing Party”). For purposes of this Agreement, “Trade Secrets”
means information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and
“Confidential Information” means information, other than Trade Secrets, that is of value to Disclosing Party and is treated as
confidential. Rubicon’s Trade Secrets and Confidential Information include, without limitation, the Subscribed Services, the
System, the Documentation and object and source code for the Rubicon Software. The Receiving Party agrees to use the Trade
Secrets and Confidential Information of the Disclosing Party solely for purposes of performing its obligations or exercising its
rights under this Agreement. The Receiving Party agrees to discuss the Trade Secrets and Confidential information of the
Disclosing Party only with, and to transmit the Trade Secrets and Confidential Information only to, those officers, employees
and consultants of the Receiving Party who have a need to know the Trade Secrets or Confidential Information for the purposes
set forth herein and who have agreed in writing to treat such information as confidential on terms no less restrictive than as set

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forth in this Agreement. The parties acknowledge and agree that the terms of any previously executed confidentiality or
nondisclosure agreements shall remain in effect with respect to the information exchanged thereunder.

7.2 Security Precautions. The Receiving Party shall take commercially reasonable security precautions to
prevent unauthorized use and disclosure of the Trade Secrets and Confidential Information of the Disclosing Party and shall
use at least the same degree of care the Receiving Party employs with respect to its own Trade Secrets and Confidential
Information, but in no event less than a reasonable standard of care. The Receiving Party shall not permit unauthorized access
to the Trade Secrets or Confidential Information of the Disclosing Party.

73 Duration and Exceptions. With regard to Confidential Information, the obligations in this Section 7 shall
continue for the Term and for a period of five (5) years thereafter. With regard to Trade Secrets, the obligations in this Section
7 shall continue for so long as such information constitutes a trade secret under applicable law, but in no event less than the
Term and for a period of five (5) years thereafter. The Receiving Party’s obligations with respect to Trade Secrets and
Confidential Information of the Disclosing Party shall not apply to the extent such Trade Secrets or Confidential Information:
(a) are previously known to the Receiving Party without restriction on disclosure; (b) cease to be secret or confidential except
by reason of a breach of this Agreement by the Receiving Party; (c) are independently developed by the Receiving Party without
reference to the Trade Secrets or Confidential Information of the Disclosing Party; or (d) were received from a third party
without obligations of confidence and without breach of this Agreement. In addition, the Receiving Party may disclose Trade
Secrets and Confidential Information of the Disclosing Party to the extent such disclosure is required by applicable law or by
any governmental authority, provided the Receiving Party notifies the Disclosing Party, if permitted by law, of the applicable
legal requirements before such disclosure occurs so as to enable the Disclosing Party to obtain such protection as may be
available to preserve the confidentiality of such information.

8. Intellectual Property Rights.

8.1 Rubicon’s Intellectual Property. Rubicon (or its licensors) retains title to the Subscribed Services, System,
and Documentation, and all modifications, alterations, derivative works, and enhancements thereto, and all copies thereof and
Intellectual Property Rights therein. Except as specified herein, Client does not acquire any rights, express or implied, in the
Subscribed Services, System or Documentation, and has no right to commercialize or transfer the Subscribed Services, System
or Documentation, in whole or in part. No license, right or Intellectual Property Right in any Rubicon trademark, trade name
or service mark is granted pursuant to this Agreement. Subject only to the following, title to all Work Product will at all times
remain the sole and exclusive property of Rubicon or its licensors; provided that Rubicon shall not obtain any ownership rights
in any Client Content provided by, or on behalf of, Client. Upon request, Client agrees to execute such documents as may be
reasonably requested by Rubicon to secure Rubicon’s rights in and to the foregoing. Rubicon hereby grants Client during the
term of the applicable Order a non-exclusive, royalty free (subject only to the fees provided for in a Statement of Work), limited
right and license to copy, use, modify and sub-license all Work Product.

8.2 Client Content. Client shall own all Client Content. Client shall have sole responsibility for the accuracy,
completeness, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right
to use all Client Content, and Rubicon shall not be responsible or liable for the deletion, correction, destruction, damage, loss
or failure to store Client Content for any reason. Rubicon does not warrant the correctness, completeness, merchantability or
fitness for a particular purpose of any Client Content, and Client shall hold Rubicon harmless from any and all third party
claims arising out of Client’s use or dissemination of any such Client Content. In the event this Agreement is terminated (other
than by reason of Client’s breach), Rubicon will make available to Client a file of the Client Content (Data) in its possession,
if any, within thirty (30) days following Client’s request; provided such request is made within thirty (30) days following
termination of the Agreement. Rubicon reserves the right to (a) withhold, remove and/or discard Client Content in its
possession, if any, in the event Client breaches this Agreement, including, without limitation, non-payment of fees and charges;
and (b) purge and delete Client Content, if any, in its possession if Client fails to request such Client Data within thirty (30)
days following termination of this Agreement.

8.3 License to Client Content. Client hereby grants to Rubicon the non-exclusive right and license to (a) receive,
retrieve, process, use and transmit any Client Content necessary or reasonably desirable to perform the Subscribed Services or
other services; (b) use, copy, manipulate and store any Client Content that will be archived, stored or otherwise transmitted in
connection with the Subscribed Services or other services; and (c) to aggregate Client Content and data with content and data
from other clients (“Data Aggregations”) for purposes including, without limitation, product and service development and
commercialization and quality improvement initiatives. Rubicon will redact Client Content in such a way as to not divulge
Client’s Confidential Information or Trade Secrets. All Data Aggregations will be the sole and exclusive property of Rubicon.

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84 License to the Marks. Client hereby grants to Rubicon, subject to Client’s written consent not to be
unreasonably withheld, the worldwide, non-exclusive limited right and license during the Term to use the Marks in connection
with performance of the Subscribed Services and its other obligations under this Agreement.

9. Defense and Indemnification.
9. Limited Covenant to Defend. Rubicon will defend any third party claim brought against Client in the United

States to the extent that the claim, if true, would constitute an infringement or misappropriation by the Subscribed Services of
any valid and subsisting patent or copyright (a) recognized under the laws of the United States; and (b) of which Rubicon had
actual knowledge; provided, however, that: (i) Client immediately advises Rubicon of the claim upon learning of the assertion
of the claim; and (ii) Rubicon is given the sole right to control the defense and/or settlement of the claim, in litigation or
otherwise.

9.2 Injunctions Obtained by Third Parties, If a third-party infringement claim, of which Rubicon is notified in
accordance with Section 9.1 (or of which Rubicon is otherwise aware or believe is likely) results, or in Rubicon’s opinion is
likely to result, in an injunction prohibiting Client from continued use of the Subscribed Services that is the subject matter of
the claim, then Rubicon may, in its sole discretion and at its expense: (a) procure for Client the right to continue to use the
Subscribed Services that are the subject matter of the claim; (b) replace or modify the Subscribed Services that are the subject
matter of the claim to make them non-infringing, but, where reasonably possible, preserving the functionality of such
Subscribed Services; or (c) if the foregoing remedies are not commercially practical, suspend or terminate access to the
infringing Subscribed Services.

9.3 Exceptions to Duties to Defend and Indemnify. Notwithstanding any other provisions hereof, Rubicon shall
have no obligation to indemnify or defend Client for any third party claim pursuant to this Section 9, nor be required to pay

losses, damages or expenses under this Section 9, if Client agrees to settle any such claim without the prior written consent of
Rubicon, or if the claim arises out of, in whole or in part: (a) a modification of the Subscribed Services by anyone other than
Rubicon; (b) use of the Subscribed Services other than in accordance with the Documentation or the terms of this Agreement;
(c) use of a release of the Subscribed Services without having implemented updates, the use of which would have cured the
alleged infringement; (d) any third party software or service; (e) use of the Subscribed Services in combination with Third
Party Offering or any other third party hardware, software, database or materials where, absent such combination, the
Subscribed Services would not be infringing; or (f) Client’s negligence or willful misconduct.

9.4 Sole Obligation. This Section 9 states Rubicon’s sole obligation, and Client’s sole and exclusive remedy,
with respect to infringement of proprietary and Intellectual Property Rights. Notwithstanding anything else in this Section 9,
Rubicon’s aggregate liability for indemnification pursuant to this Section 9 shall not exceed the original subscription fees paid
by Client to Rubicon for the infringing Subscribed Services.

10. Limitation on Liability.

10.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL RUBICON OR ANY OF ITS AFFILIATES OR
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES
BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL OR
BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE, DELAY OR MALF UNCTION),
EVEN IF RUBICON HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

10.2 LIMITATION OF LIABILITY. RUBICON TOTAL AGGREGATE LIABILITY TO CLIENT OR ANY
OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THIS
AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE) SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO RUBICON DURING THE SIX (6)
MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO
CLIENT’S FIRST CLAIM.

10.3 EXCEPTIONS. THE FOREGOING LIMITATIONS APPLY TO THE EXTENT PERMITTED BY
APPLICABLE LAW.

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11. Miscellaneous.

11.1 Dispute Resolution: Governing Law. The laws of the State of Arizona shall govern this Agreement, without
reference to conflicts of law rules or principles. The parties specifically disclaim the application of the UN Convention on
Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement. Client hereby consents
and submits to the exclusive jurisdiction and venue over any action, suit or other legal proceeding that may arise out of or in
connection with this Agreement, by any state or federal court located within or about the State of Texas. Client shall bring any
action, suit or other legal proceeding to enforce, directly or indirectly, this Agreement or any right based upon it exclusively in
such courts.

11.2 Force Majeure. Neither party will be liable for any loss, damage or delay resulting from any event beyond
such party’s reasonable control (a “Force Majeure Event”), and delivery and performance dates will be extended to the extent
of any delays resulting from any such Force Majeure Event. Each party will promptly notify the other upon becoming aware
that a Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any
resulting delay in or interference with the performance of its obligations under this Agreement. Notwithstanding any other
provision of this Section 11.2, a Force Majeure Event shall not relieve Client of its obligations to pay monies due and owing
to Rubicon hereunder.

11.3 Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights, duties, or obligations
under this Agreement in whole or in part to any individual, firm or corporation without the prior written consent of the other
party, which consent shall not be unreasonably withheld, and any attempted assignment (whether by operation of law or
otherwise) shall be void; except that Rubicon may delegate any of its rights, duties, or obligations under this Agreement to one
or more of its affiliates. Notwithstanding the foregoing, either party may assign its rights, duties, and obligations hereunder,
without approval of the other party, to a party that succeeds to all or substantially all of its assets or business (whether by sale,
merger, operation of law or otherwise), so long as the assignee agrees in writing to be bound by the terms and conditions of
this Agreement; provided, however, that any such assignment by Client shall be subject to any fee adjustments specified in an
Order, or that may be necessary because of Client’s use of the subscribed Services beyond the licensing parameters specified
in the applicable Order; and further provided that no such assignment may be to a competitor of Rubicon. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns.

11.4 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint venture,
partnership or other form of business association between the parties. Neither party has the right or authority to make any
contract, representation or binding promise of any nature on behalf of the other party, and neither party shall hold itself out as
having such right or authority.

11.5 No Waiver. The failure on the part of either party to exercise any right or remedy hereunder will not operate
as further waiver of such right or remedy in the future or any other right or remedy.

11.6 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any
circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in
any other circumstances, will not be affected thereby.

11.7 Counterparts. This Agreement may be executed in duplicate and either copy or both copies are considered
originals.

11.8 Notices. All official notices (including any notices regarding breach, termination, renewal, etc.) required or
permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered mail or next day express
mail or courier, postage prepaid. Any such notice shall be deemed given (a) when so delivered personally; (b) three (3) days
after, when sent by certified or registered mail; or (c) the day after, when sent by next day express mail or courier, as follows:
(i) if to Client, to it at: ; (ii) if to
Rubicon, to it at: Rubicon Global, LLC, 950 East Paces Ferry Road, Ste 1900, Atlanta, GA 30326. In addition, routine, non-
contractual notices, consents and approvals (including support) given under this Agreement may be delivered in writing as
provided above or through electronic mail or other electronic record addressed to the parties identified herein.

11.9 Marketing. Client agrees that, subject to Client’s written consent not to be unreasonably withheld, Rubicon
may reference Client’s execution of this Agreement and its status as a user of the Subscribed Services in marketing materials
and in sales presentations. Rubicon may use Client’s Marks in connection with such usage.

11.10 Entire Agreement. This Agreement (including any Orders, Exhibits, Statements of Work and attachments,
which are hereby incorporated herein by reference) constitute the final and entire agreement between the parties, and supersedes
all prior written and oral agreements, understandings, or communications with respect to the subject matter of this Agreement.

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The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they
are signing to sign this Master Software Services Agreement and to bind their respective party hereto.

CITY OF GLENDALE, ARIZONA

Authorized Signature

Printed Name and Title
Date:

RUBICON GLOBAL, LLC

DocuSigned by:

[ Midkac Meg

Authorized Signature
Michae Fab sasy

Printed 736999 TUS 39 am EDT

Date:

Chief Strategy officer

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DocuSign Envelope ID: B383B35F-4A95-4BD6-BD2D-94EBAD9E5B4C

ORDER NUMBER TO THE
MASTER SOFTWARE SERVICES AGREEMENT

This independent Order Number ___ (“Order”) to the Master Sofiware Services Agreement is made as of
(“Order Effective Date”), by and between Rubicon Global, LLC (“Rubicon”) and the City of
GLENDALE, ARIZONA (“Client”). This Order is part of the Master Software Services Agreement between the parties dated
(“Agreement”). Capitalized terms used and not otherwise defined in this Order shall have the
respective meanings set forth in the Agreement.

1. The Subscribed Services.

RUBICONSmartCity™ subscription

RUBICONSmartCity Payment | Cost $374,204.80
RUBICONSmartCity Payment 2 Cost $256,204.80
RUBICONSmartCity Payment 3 Cost $256,204.80
RUBICONSmartCity Payment 4 Cost $240,192.00
RUBICONSmartCity Payment 5 Cost $240,192.00
RUBICONSmartCity Payment 6 Cost $240,192.00
RUBICONSmartCity Payment 7 Cost $240,192.00
TOTAL COST $1,847,382.40

The complete solution description and pricing details have been included in this package as Addendum A.

2. Other Charges. As may be agreed to by the parties in writing from time to time.
3. Payment Terms. The parties agree that the fees for the above services shall be a total of ONE MILLION, EIGHT

HUNDRED FOURTY-SEVEN THOUSAND, THREE HUNDRED EIGHTY-TWO DOLLARS, AND FOURTY CENTS
($1,847,382.40) payable as follows (“Fee”):

a. US$374,204.80 due upon execution of this Agreement.

b. US$256,204.80 due upon the first anniversary of this Agreement.

c. US$256,204.80 due upon the second anniversary of this Agreement.

d. US$240, 192.00 due upon the third anniversary of this Agreement.

e. US$240,192.00 due upon the fourth anniversary of this Agreement.

f. US$240,192.00 due upon the fifth anniversary of this Agreement.

g. US$240,192.00 due upon the sixth anniversary of this Agreement.

4. Separate Agreement. Rubicon may provide Professional Services regarding the Subscribed Services provided
hereunder pursuant to a Statement of Work to the Professional Services Terms executed between the parties. Client understands
and agrees that such Professional Services and associated Statements of Work that may be signed are separate and independent
contractual obligations from any Order or amendment thereto relating to the access and use of the Subscribed Services. Client
shall not withhold payments that are due and payable pursuant to this Order or any other Order(s) or amendment(s) thereto
because of the status of Professional Services performed under any Statement of Work.

ADDENDUM A SUBSCRIBED SERVICES AND PRICING DETAILS

RUBICONSmartCity™ is a suite of technology products and services designed to help city governments run municipal
operations faster, smarter, and more effectively. With our unique technology installed in city trucks, Rubicon will help the
City of Glendale save money and provide more efficient solid waste services.

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Rubicon uses a Software-as-a-Service (SaaS) model for pricing. SaaS service models provide several advantages for the
customer:

Solution upgrades become available for customers automatically. Costs and effort associated with upgrades and new
releases are lower than the traditional model that usually forces the user to buy an upgrade package and install it or
pay for specialized services to get the environment upgraded.

Reduce the costs for hardware and software licenses compared with the traditional model because service usually
resides in shared or multi-user environments.

Reduce the time spent on installation and configuration reducing issues that complicate software deployment.
Reduce maintenance costs since Rubicon owns the environment and costs are split among all customers that use the
solution.

No hidden costs for additional services or features.

Everything included during the course of the contract is listed below. Additionally, a breakdown of all costs associated with
the contract have been included for transparency.

Unlimited City of Glendale staff access to the RUBICONSmartCity Portal (Software)

Pod devices (Geotab GO9 AVL/Telematics devices) for every vehicle (78 devices)

In-Cab-Interfaces (iPad Mini Tablets) for every vehicle, plus the requested number of spares (82 devices)

Fleet Optimization service for the City’s 150 Solid Waste Routes (Commercial & Residential)

All required charging cables, charging stations, iPhone cases, and iPhone mounts

External hosting in a secure cloud environment

All mobile data services and costs

Installation, training, maintenance, and warranty

Two replacement In-Cab-Interface devices per month

Access to all currently available features and any future releases to the feature set of RUB CIONSmartCity (Software
updates and upgrades)

250 hours of software development time for integration with City software systems (North Star Utilities, Ron Turley
Associates, City of Glendale Website) and/or custom reports / other new features

RUBICONSmartCity Technology Costs: Recurring Annual Costs
COUNT TOTAL ANN

Smart City Fleet and Route Management Solution

k 1 01
(Portal & Mobile App Software) $190 / Truc! 78 Trucks $177,840.00
Rubicon Y (AVL/Telematics Pod) $26 / Device 78 Devices $24,336.00
Rubicon X (Tablet In-Cab-Interface) $120 / Device 82 Devices $118,080.00
TOTAL ANNUAL RECURRING COST NA N/A $320,256.00
TOTAL ANNUAL RECURRING COST
WITH 20% PROMOTIONAL DISCOUNT wa NA S256;205:80

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Cost of Services: Spread Evenly Throughout Contract: One Time Costs

UNIT COST INIT COUNT TOTAL COST

p

API Integration (One Time Cost) $250 / Hour 250 Hours $62,500.00
Fleet Optimization (One Time Cost) $500 / Route 150 Routes $75,000.00
Launcher & Training Implementation (One Time

Cost) $250 / Hour 40 Hours $10,000.00
TOTAL COST OF SERVICES N/A NA $147,500.00

Breakdown of Payment 1 Cost: Includes Recurring Annual + One Time Cost for Services
DESCRIPTION

Amount From RUBICONSmartCity Annual Recurring Cost $256,204.80
Amount From One Time Service Costs $118,000.00
TOTAL DUE IN PAYMENT 1 $374,204.80

Breakdown of Payment 2 Cost

DESCRIPTION
RUBICONSmartCity Annual Recurring Cost
TOTAL DUE IN PAYMENT 2 $256,204.80

$256,204.80

Breakdown of Payment 3 Cost

RUBICONSmartCity Annual Recurring Cost $256,204.80
TOTAL DUE IN PAYMENT 3 $256,204.80

Breakdown of Payment 4 Cost: Includes Recurring Annual + Additional Discount

RUBICONSmartCity Annual Recurring Cost $256,204.80
Long Term Contract Discount (-$16,012.80)
TOTAL DUE IN PAYMENT 4 $240,192.00

Breakdown of Payment 5 Cost: Includes Recurring Annual + Additional Discount

RUBICONSmartCity Annual Recurring Cost $256,204.80
Long Term Contract Discount (-§ 16,012.80)
TOTAL DUE IN PAYMENT 5 $240,192.00

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Breakdown of Payment 6 Cost: Includes Recurring Annual + Additional Discount
(DESCRIPTION

RUBICONSmartCity Annual Recurring Cost $256,204.80
Long Term Contract Discount (-$16,012.80)
TOTAL DUE IN PAYMENT 6 $240,192.00

Breakdown of Payment 7 Cost: Includes Recurring Annual + Additional Discount
“DESERIPTION

RUBICONSmartCity Annual Recurring Cost $256,204.80
Long Term Contract Discount (-$16,012.80)
TOTAL DUE IN PAYMENT 7 $240,192.00

The above pricing for RUBICONSmartCity includes 250 hours of discounted development time to cover any software
integration with existing Glendale systems. If integrations require additional hours beyond what is included, there is a $250
per hour charge.

The above pricing for RUBICONSmartCity also includes discounted Fleet Optimization services for the City’s 150 Solid
Waste Routes. Rubicon charges a separate, additional, one-time fee for fleet optimization services for sanitation vehicles.
This optimization project happens one time during the contract period. We can provide additional optimizations for an

additional fee of $500 per route.

Pricing in this document does not include applicable taxes.

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Add-Ons For RUBICONSmartCity

Should the City wish to add additional technology, devices, or services during the course of the contract, the City may
purchase these off of the list below. Rubicon can provive volume discounts off of these prices at its discretion.

Smart City Fleet and Route Management Solution — n:onthly pp: vehicle $190
Rubicon Y (AVL/Telematics Pod)- monthly p/vehicle $26
Rubicon X (In-Cab-Interface Phone Option) - monthly p/vehicle $135
Rubicon X (In-Cab-Interface Tablet Option) - monthly p/vehicle $120
Rubicon Z (Dashboard Camera)- monthly p/vehicle $450
Rubicon Y Installation - p/vehicle (One Time Charge) $125
AP] Integration - p/hour $250
Launcher Training/Implementation - p/hour $250
Fleet Optimization - p/route $500

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