Master Software Subscription and Services Agreement with Catalis

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ORDER FORM

CUSTOMER INFORMATION

Customer: City of Glendale, AZ Address: 5850 W Glendale Ave
Contact Name: James Delaittre, Systems Analyst

Email Address: jdelaittre@glendaleaz.com Glendale, Arizona
Phone: (623) 930-2924 5301

Billing Contact: City of Glendale, AZ ACH: Oo

Billing Email: Arlene Chemello, Deputy ClO PO Required: &

Billing Phone: achemello@glendaleaz.com Tax Exempt: oO

Catalis Representative: Ryan Apruzzese, ryan.apruzzese@catalisgov.com, 203-490-0821

SUBSCRIPTION TERM

Subscription Start Date: February 1, 2024

Subscription End Date: January 31, 2027

Auto-Renewal: No. The Subscription may be extended for

subsequent terms with an Amendment signed
by both Parties.

The Initial Term of the Subscription shall begin on the Subscription start date and will continue for 3 years.

PRICING

1. Fee Summary
Software Subscription Fees for Year 1 Total: $69,097.83 (including estimated tax)
Not-to-Exceed Amount: $219,177.87 (including estimated tax)

Fee details for these totals are in the tables below.

2. Software Subscription Fees

Year 1 Year 2 Year 3
Request Management Enterprise $59,276.40 $62,832.98 $66,602.96
Annual Subscription
Lucity Integration $2,000 $2,000 $2,000
Annual Maintenance
SmartGov Integration $2,000 $2,000 $2,000
Annual Maintenance
Subscription Fees Subtotal $63,276.40 $66,832.98 $70,602.96
Estimated Total After Tax $69,097.83 $72,981.61 $77,098.43

2.1. Year 1 Software Subscription Fees shall be billed upon the Subscription Start Date.
2.2. Future Year Software Subscription Fees shall be billed annually in advance.

3. Additional Services
Future Professional Services, customizations, modifications, or integrations can be provided at a current year
hourly services rate. Any additional work requested will require a Professional Services Work Order.

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3025 Windward Plaza, Suite 200
Alpharetta, GA 30005 Order Form Date: 12/18/2023

TERMS AND CONDITIONS
The Agreement is dated effective and shall be considered binding upon execution (“Effective Date”) by and
between Customer and Licensor.

The Agreement incorporates by reference the following, in order of precedence:
This Order Form
The Master Software Subscription and Services Agreement
Exhibit A: Software Description and Scope of Use

General Notes:

1. Capitalized terms used herein but not defined in this Order Form have the meanings given to them in the
Master Software Subscription and Services Agreement.

2. The Parties agree to keep all aspects of this agreement confidential to the extent permitted by law.

3. Pricing and/or terms are subject to change if the Order Form is not signed within sixty (60) days of the
Order Form Date.

4. The Pricing listed above is estimated based on the information available to Catalis at the time of the
making of this Order Form. Following adoption of this Order Form, changes shall be memorialized with a
written Amendment, without regard to whether the change affects costs, and shall be approved in writing
by Catalis and the Customer. If the Amendment impacts cost to one or more Parties, an estimate of the
cost impact shall be included in the written Amendment.

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6. Any Recurring Fees will increase annually by the greater of six percent (6%) or the increase in the CPI for
the prior calendar year (as reflected in the pricing table(s) above). Invoices shall be due and payable within
thirty (30) days following invoice by Catalis.

EXCEPTIONS
In the case of discrepancies between the following clauses and the Terms and Conditions of this Agreement,
these overriding clauses shall take precedent:

|. Conflicts. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

Il. Lack of Appropriations. Nothing in this Agreement guarantees that some or all of the funds
necessary to comply with all of the City’s obligations under this Agreement will be appropriated or
otherwise be available. The City agrees to seek such appropriations in good faith from the City Council
and agrees not to use the lack of appropriation as a substitute for termination for convenience. If sufficient
funds are not appropriated or otherwise available, the City may unilaterally terminate this Agreement after
providing thirty (30) days written notice. In the event the City provides such notice, the City will not be
entitled to a refund or offset of any amounts previously paid but will not pay any amounts that become due
after providing such notice.

Ill. E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor
warrant their compliance and that of its subcontractor with all federal immigration laws and regulations
that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement

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and may result in the termination of the Agreement by the City under the terms of this Agreement. The
City retains the legal right to randomly inspect the papers and records of the other party to ensure that the
other party is complying with the above-mentioned warranty. The Contractor and subcontractor warrant to
keep their respective papers and records open for random inspection during normal business hours by
the other party. The parties shall cooperate with the City’s random inspections, including granting the
inspecting party entry rights onto their respective properties to perform the random inspections and
waiving their respective rights to keep such papers and records confidential.

IV. Attestation of PCI Compliance. The Contractor will provide the City annually with a Payment Card
Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of
Contractor with oversight responsibility.

V. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not
engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

VI. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:
a) the forced labor of ethnic Uyghurs in the People’s Republic of China;
b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China; and
c) any contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Vil. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by arbitration administered according to the American Arbitration
Association's Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.

Vill. Non-Discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any
disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated
within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section.

IX. Governing Law and Venue. This Agreement and Addendum shall be governed by and enforced
using the law of the State of Arizona. The parties agree that any judicial action brought to enforce the
terms and conditions of this Agreement shall be brought in a court of competent jurisdiction in Maricopa
County, Arizona.

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Alpharetta, GA 30005 Order Form Date: 12/18/2023

ACCEPTANCE
By signing below, | represent that | am validly authorized to enter into this Order Form and related
Agreement and accept their terms and conditions.

Effective Date:

CITY OF GLENDALE: CATALIS PUBLIC WORKS & CITIZEN
ENGAGEMENT, LLC:

By: By: “7 OO}

Name: Name: Terese Yes 9e°
Title: Title: ‘EVP

Date: Date: Dae Vt/ ay
ATTEST:

Julie K. Bower, City Clerk

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

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MASTER SOFTWARE SUBSCRIPTION AND SERVICES AGREEMENT

Software as a Services (SaaS) Terms & Conditions

This Master Software Subscription Services Agreement (the “Agreement”) governs Your acquisition of the
services described in signed or authenticated order that identifies the services and other terms and conditions
by which You will be provided the Services (an “Order Form”) between You as the customer and the Catalis
entity that is providing the Services (referred to in this Agreement as “Catalis.”) Capitalized terms have the
definitions set forth in this Agreement. “Customer” or "You" or “Your” is the legal entity that is entering into an
agreement with the Catalis entity that is providing the Services described in an Order Form. The “Effective
Date” of this Agreement is the date on the Order Form unless the Order Form specifies a different effective
date. Customer and Catalis may each be referred to individually as a “Party” and together as the “Parties.” Any
Schedules to this Agreement are those that are part of the Order Form.

1. Definitions.
The following definitions shall apply in this Agreement:

1.1. Confidential Information. All information disclosed by a party (“Discloser”) to the other party (“Recipient”),
whether orally or in writing, that is designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of disclosure. Customer Confidential
Information includes Customer Data; Catalis Confidential Information includes the Software and associated
services; and Confidential Information of each party includes the terms and conditions of this Agreement and
all schedules (including pricing) in an Order Form, as well as business and marketing plans, technology and
technical information, product plans and designs, and business processes disclosed by such party. However,
Confidential Information does not include any information that (i) is or becomes generally known to the public
without breach of any obligation owed to Discloser, (ii) was known to Recipient prior to its disclosure by
Discloser without breach of any obligation owed to Discloser, (iii) is received from a third party without breach
of any obligation owed to Discloser, or (iv) was independently developed by Recipient.

1.2. Customer Data. All data of Customer, whether proprietary or non-proprietary to Customer, converted for
use with the Catalis Deliverables.

1.3. Customer Materials. All materials supplied by Customer in connection with this Agreement.

1.4. Deliverables. Those components, milestones, and/or materials, including, without limitation, the Software,
documentation, maintenance modifications, and enhancements to be completed by one Party and delivered
or otherwise provided to the other Party in accordance with the terms of this Agreement. Deliverables can
mean either Deliverables required from Catalis (“Catalis Deliverables”) or Deliverables required from
Customer (“Customer Deliverables”).

1.5. Documentation. The written description of the functions and use of the Software.

1.6. Error. (i) any error or defect resulting from an incorrect functioning of Software caused by the Software's
failure to meet a Functional Specification; or (ii) any error or defect resulting from an incorrect or incomplete
statement in Documentation caused by the failure of the Software and/or the documentation to meet a
Functional Specification.

1.7. Functional Specifications. The functions and/or criteria for the Software described as documentation
related to the Software or as described in an Order Form.

1.8. Intellectual Property. All interests of any kind including: (i) trade secrets, (ii) copyrights, (iii) derivatives, (iv)
documentation, (v) patents, (vi) the Software, (vii) technical information, (viii) technology, and (ix) any and all
proprietary rights relating to any of the foregoing.

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1.9, New Product. Any change or addition to Software, Services and/or related documentation that: (i) has a
value or utility separate from the use of the Software, Services and documentation; (ii) may be priced and
offered separately from the Software, Services and documentation; and (iii) is not made available to Catalis’
customers generally without separate charge. In the event of any disagreement between the Parties with
respect to whether a change or addition constitutes a New Product, the good faith determination of such issue
by Catalis shall be final, binding, and conclusive.

1.10. Statement of Work. The schedule or addendum to an Order Form that provides the written description
and specifications for the services to be provided by Catalis to Customer, including the Deliverables and
milestone, delivery, and acceptance schedules.

1.11. Software. The Catalis software supplied by Catalis pursuant to this Agreement as described in an Order
Form. The term “Software” does not include New Products except to the extent added to the Software by
separate agreement of the Parties and the payment to Catalis of the additional fees and under additional
terms and conditions, if required by Catalis.

1.12. Software Acceptance Date. The date of acceptance of the Catalis Deliverables by Customer as described
in this Agreement or the date that Customer uses the Software in a live environment, whichever is sooner.

1.13. Taxes. All federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar taxes), unemployment, disability, real property,
personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or
other taxes of any kind, including without limitation any interest, penalty, or additions, whether or not
disputed.

1.14. Test Validation Criteria. The acceptance criteria for the Catalis Deliverables pursuant to the normal
implementation methodology applied by Catalis, or as agreed by the Parties in the Statement of Work.

1.15. Warranty Period. The thirty (30) day period commencing on the installation of the Software
2 Subscription License.

2.1. License. Catalis grants the Customer a license to access and use the Catalis Software and Catalis
Deliverables described in an Order Form during the Term of this Agreement and in accordance with the terms
and conditions of this Agreement (the “Services”). As part of the subscription by Customer, Catalis will
perform the services described in this Agreement.

2.2. Scope of License Limited. The right of Customer to use the Software and associated documentation is for
Customer's internal use only and limited to the field of use described in an Order Form. No title or ownership
in the Software or documentation is transferred to Customer. Customer shall not copy or in any way duplicate
the Software, except for necessary backup and archival procedures approved by Catalis in advance and in
writing. Only Customer's employees and necessary contractors acting in the proper scope of their services to
Customer may access or use the Software or documentation. Customer shall not adapt, modify, reverse
engineer, decompile, or disassemble, in whole or in part, any of the Software and/or any documentation.

2.3. Additional Services. Customer may subscribe to additional Services in a subsequent Order Form.

2.4. Restrictions. Customer shall not remove, edit, alter, abridge or otherwise change in any manner any
Catalis Intellectual Property notices. Customer may not, and may not permit others to reverse engineer,
decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
modify, translate, adapt, alter, or create derivative works from the Service; copy (other than one back-up copy),

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~~ 3025 Windward Plaza, Suite 200 No.: 006PhO00003KTMDIAZ
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distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; or distribute, sublicense,
rent, lease, loan or grant any third party access to or use of the Service to any third party.

2.5. Installation at Customer's Location or Designated Data Center. The Services will be hosted at and
operated from a third-party data center. The data center will meet industry standard certifications or
processes for data security.

3. Fees, Installation Charges, and Taxes.

3.1. Subscription Fees. The subscription fees for the Services are set forth on the Order Form. Subsequent
orders shall be at the fees in effect at the time of receipt by Catalis of any subsequent Order Form which
identifies additional software to be included under this Agreement. Catalis will give notice to Customer of any
fee increases for a renewal term after the Initial Term as defined below.

3.2. Configuration, Installation and Services Fees. Customer shall also pay for configuration and installation of
Services and any other services required under this Agreement or requested by Customer as described in this
Agreement at the then prevailing fees, plus any travel expenses required, including reasonable mileage,
airfare, meals, lodging, and similar expenses. Meals will be billed at the applicable GSA per diem rate.

3.3. Taxes. Customer is additionally liable for any applicable federal, state, or local Taxes (exclusive of income
or gross receipts Taxes properly payable by Catalis) and other fees or assessments incurred as a result of the
use of the Software by Customer.

3.4. Currency. All Fees listed shall be interpreted as being in United States dollars (USD), unless otherwise
stated.

4. Delivery and Acceptance.

4.1. Delivery, Testing and Installation. Each Party shall timely perform delivery of its required Deliverables in
accordance with the Statement of Work, including any specified delivery schedule. Testing of Catalis
Deliverables shall be completed by Customer in accordance with the Test Validation Criteria within fifteen (15)
days following initial delivery to Customer. Within thirty (30) days following completion of testing of the Catalis
Deliverables, Catalis shall install the Catalis Deliverables at the hosting facility for acceptance testing.

4.2. Acceptance. Within ten (10) days following completion of User Acceptance Test (UAT), Customer shall
either: (i) accept the Catalis Deliverables in writing; or (ii) reject the Catalis Deliverables and provide Catalis
with a statement of Errors resulting in operation not in conformance with the Test Validation Criteria. Catalis
will correct any Error and redeliver the Catalis Deliverables to Customer within thirty (30) days following receipt
of the statement of Errors. Customer shall, within ten (10) days following such redelivery, accept or reject the
redelivered Catalis Deliverables in accordance with the procedures set forth herein. Failure by Customer to
provide a statement of acceptance or statement of Errors within either of the ten (10) day periods specified
herein shall be deemed to be acceptance by Customer of the Catalis Deliverables.

5. Payment.

5.1. Fees for Initial and Renewal Subscription Services. Payment of Software subscription fees, installation fees,
and other fees on the Order Form will be made as provided in the Order Form. All Fees will be billed annually
in advance and are due thirty (30) days after the date of the invoice. Unless Catalis provides advance notice of
a different price increase for Services, the pricing during any renewal term will increase above the applicable
pricing in the prior term by the greater of six percent (6%) or the increase in the CPI for the prior calendar year,
or as stated in the Order Form. “CPI” means the Consumer Price Index for all Urban Consumers (All Items U.S.
City Average 1982-84 equals 100), published by the Bureau of Labor Statistics, United States Department of
Labor, Bureau of Labor Statistics.

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Alpharetta, GA 30005 Order Form Date: 12/18/2023

5.2. Fees for Subsequent Software Subscription. Payment of subscription fees, installation fees, and other fees
to Catalis will be as specified on any subsequent Order Form.

5.3. Ancillary Charges and Out of Pocket Expenses. All additional or ancillary charges (e.g., additional training
charges) and all out of pocket expenses of Catalis (e.g., travel expenses) which are payable by Customer
hereunder shall be due and payable within thirty (30) days following invoice by Catalis.

5.4. Failure of Payment. In the event payment is not made as specified in this Agreement, Customer shall pay
interest at the rate of one and one-half percent (1.5%) per month (or the highest applicable legal rate,
whichever is lower) on the outstanding overdue balance for each month that such sum is overdue; provided,
however, that if Customer is a governmental agency or authority subject to a “Prompt Payment” or similar
statutory requirement for the transaction contemplated in this Agreement, such statutory requirement shall
control to the extent the same is inconsistent with the requirements of this section 5.4.

6. Warranty, Exclusions, and Disclaimer.

6.1, Services Warranty. Catalis warrants that the Services shall conform to the Functional Specifications and will
be free of Errors during the Warranty Period. Catalis’ sole obligation and responsibility to Customer under the
foregoing warranty is to remedy, at no cost to Customer, any such Error reported to Catalis during the
Warranty Period.

6.2. Warranty Exclusions. The foregoing warranties do not apply to any (i) damage arising from any cause
beyond Catalis’ reasonable control, including improper operation or use or misuse of Software by Customer,
(ii) Errors caused by software or hardware not supplied by Catalis, or (iii) problems due to Customer's
operating environment, including, without limitation, temperature, humidity, dust, or static charge. EXCEPT
FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 6 OF THIS AGREEMENT, CATALIS DISCLAIMS
AND CUSTOMER WAIVES ALL WARRANTIES ON THE SOFTWARE AND SERVICES FURNISHED UNDER THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CATALIS LICENSES THE SOFTWARE “AS IS” AND “WITH ALL
FAULTS.”

7. Functional Specifications.

Customer understands that such Functional Specifications shall be defined in accordance with Catalis standard
applications and that any application and/or communication and/or functions not currently supported by
Catalis shall be considered “customized” and, as such, may incur additional costs and delivery schedules
beyond those stated and agreed to by Catalis.

8. Training.

Catalis shall provide training in the operation and maintenance of the Services. The number of training days is
described in the Order Form. Customer may request additional training time and/or additional personnel to
be trained, provided that any such additional training shall be chargeable to Customer at Catalis’ then current
fee for the requested training, plus reasonable travel expenses if such training occurs anywhere other than
Catalis’ facilities.

9. Restrictions Upon Disclosure of Confidential Information.

9.1. Protection. Recipient shall use commercially reasonable care, but in no event less than the same degree
of care it uses to protect its own most confidential and proprietary information, to prevent the unauthorized
use, disclosure, publication, or dissemination of Discloser’s Confidential Information. Recipient shall provide
Discloser’s Confidential Information to its employees and necessary contractors only on a “need to know”
basis, and always subject to the terms of this Agreement. Recipient agrees to accept and use Discloser’s
Confidential Information solely in connection with Recipient's participation in, and solely with respect to, this

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3025 Windward Plaza, Suite 200
Alpharetta, GA 30005 Order Form Date: 12/18/2023

Agreement. Recipient shall inform its employees and necessary contractors of these confidentiality obligations
and shall take such steps as may be reasonably requested by Discloser to prevent unauthorized disclosure,
copying, or use of Discloser’s Confidential Information. Recipient acknowledges that, in the event of a breach
by Recipient of its obligations under this section 9, in addition to any other right or remedy available to
Discloser, at law or in equity, Discloser will suffer irreparable injury, and shall be entitled to preliminary and
final injunctive relief (without bond except as otherwise required by applicable law) in order to prevent any
further or other breach or any unauthorized use of Discloser’s Confidential Information. Recipient shall notify
Discloser immediately upon discovery of any prohibited use or disclosure of any of Discloser’s Confidential
Information or any other breach of these confidentiality requirements (including by any third parties) and shall
fully cooperate with Discloser to assist Discloser in regaining possession of its Confidential Information and to
prevent further unauthorized use or disclosure of the same.

9.2. Limited Disclosure. Recipient may disclose Confidential Information of Discloser if and to the extent
required by any judicial or administrative governmental request, requirement, or order, provided that
Recipient shall take reasonable steps to provide Discloser sufficient prior notice in order to enable Discloser to
contest such request, requirement, or order. Recipient shall, except as otherwise expressly provided by the
terms of this Agreement, return all tangible Discloser Confidential Information, including, without limitation, all
computer programs, documentation, notes, plans, drawings, and copies thereof, to Discloser immediately
upon Discloser’s request.

9.3. Ownership. All Discloser Confidential Information, including, without limitation, any and all adaptations,
enhancements, improvements, modifications, revisions, or translations thereof created by Discloser or
Recipient, shall be and remain the property of Discloser, and no license or other rights to such Confidential
Information is granted or implied hereby. Except as otherwise expressly provided in this Agreement, all
Discloser Confidential Information is provided “AS |S” and without any warranty, express, implied, or
otherwise, regarding its accuracy or performance.

10. Intellectual Property Indemnity.

10.1. Indemnification of Intellectual Property Infringement Claims. In the event of any actual or threatened
claims by a third party that the Catalis Deliverables infringe upon any Intellectual Property of such third party,
Catalis will indemnify Customer with respect to such claims. Customer shall immediately notify Catalis of any
such claim. The foregoing indemnity shall be ineffective if any of the Services have been modified, altered, or
otherwise changed by Customer (or on behalf of Customer by any person other than Catalis). Catalis will have
no liability or obligation under this section 10 if any claim of infringement is based upon: (i) the combination,
operation, or use of the Software or Services with any component other than Catalis Intellectual Property, if
such claim would have been avoided but for such combination, operation, or use; and/or, (ii) any derivative of
any Catalis Intellectual Property created by any person other than Catalis. Catalis shall have sole control over
the selection of counsel and the defense and settlement of any legal proceeding or other claim and Customer
shall provide Catalis with all reasonable assistance in the defense of the same.

10.2. Indemnification by Customer. Customer will defend Catalis against any claim, demand, suit or
proceeding made or brought against Catalis by a third party alleging that any Customer Data infringes or
misappropriates such third party's intellectual property rights, or arising from Customer's use of the Software,
services, and/or content in violation of this Agreement, Order Form, or applicable law (each a “Claim Against
Catalis"), and Customer will indemnify Catalis from any damages, attorney fees, and costs finally awarded
against Catalis as a result of, or for any amounts paid by Catalis under a settlement approved by Customer in
writing of, a Claim Against Catalis, provided Catalis (i) promptly gives Customer written notice of the Claim
Against Catalis, (ii) gives Customer sole control of the defense and settlement of the Claim Against Catalis
(except that Customer may not settle any Claim Against Catalis unless it unconditionally releases Catalis of all
liability), and (iii) gives Customer all reasonable assistance, at Customer's expense.

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10.3. Remedy. In the event of a third party claim that the Catalis Deliverables infringe the intellectual property
rights of a third party, Catalis shall have the right, as Customer's sole and exclusive remedy against Catalis, at
Catalis’ sole election, to: (i) modify the allegedly infringing Catalis Deliverables to be non-infringing, provided
that such modification does not adversely impact the functionality of the Software in any material respect; (ii)
obtain a license or other rights to enable Customer to continue to use the applicable Software as
contemplated in this Agreement, or (iii) to terminate this Agreement and return to Customer any unearned
fees paid by Customer to Catalis.

11. Rights in Software, Data and Materials.

11.1. Catalis Ownership. As between Catalis and Customer, Catalis shall be the sole owner of all right, title,
and interest in and to the Software, Services, all Catalis Deliverables, documentation, any suggestion,
enhancement request, recommendation, correction or other feedback provided by Customer, and any and all
copies or derivatives created by either Party, exclusive only of the Customer Materials. Customer hereby
irrevocably grants, transfers, and assigns to Catalis, without reservation, all worldwide ownership rights, title,
and interest, including, without limitation, any and all Intellectual Property which Customer may have or
acquire, by operation of law or otherwise, in and to any or all of the Software, the Catalis Deliverables,
documentation, and in and to any other Intellectual Property of Catalis, along with the good will of the
business appurtenant to the use of any of the same. Customer further hereby irrevocably transfers and assigns
to Catalis any and all moral rights Customer may have in and to such Software, the Catalis Deliverables,
documentation, and in and to any other Intellectual Property of Catalis, and hereby forever waives and agrees
never to assert any moral rights it may have during or after termination or expiration of this Agreement.
Customer shall, at the request of Catalis, execute any and all documentation necessary to formally transfer
such rights to Catalis. Customer shall promptly notify Catalis in writing if it becomes aware of any violation,
infringement, or unfair competition related to the Catalis Intellectual Property. Customer agrees to allow
Catalis full access to all relevant hardware, software, and material to determine compliance.

11.2. Customer Ownership. As between Catalis and Customer, Customer shall be the sole owner of all right,
title, and interest in and to all Customer Materials. Catalis hereby irrevocably grants, transfers, and assigns to
Customer, without reservation, all worldwide ownership rights, title, and interest, including, without limitation,
any and all Intellectual Property rights, which Catalis may have or acquire, by operation of law or otherwise, in
and to any or all of the Customer Materials. Catalis further hereby irrevocably transfers and assigns to
Customer any and all moral rights Catalis may have in such Customer Materials, and hereby forever waives and
agrees never to assert any moral rights it may have or obtain, during or subsequent to the termination or
expiration of this Agreement. Catalis shall, at the request of Customer, execute any and all documentation
necessary to formally transfer such rights to Customer.

12. Support and Maintenance Services.

12.1. Scope and Definitions. Catalis shall provide maintenance and support services reasonably necessary to
ensure that the Services operate in conformity with Functional Specifications and the documentation as
described in this Agreement. The following terms shall apply to this section 12.

12.1.a. Critical Defect. An Error in the Services which renders the Services unable to perform a Functional
Specification and for which a workaround is not available.

12.1.b. Non-Critical Defect. A defect in the Services that materially impacts the operation of the Services and
for which a workaround is not available.

12.1.c. Telephone Support. The provision of general information and diagnostic advice and assistance
concerning the use and operation of the Software and Catalis Deliverables via telephone. Telephone support
is intended to be used by a limited number of people designated by Customer to communicate with Catalis
about defects or problems. It is not a substitute for training of personnel by Customer.

“a Catalis
~~ 3025 Windward Plaza, Suite 200 No.: 006Ph000003¢TMDIA2
Alpharetta, GA 30005 Order Form Date: 12/18/2023

12.1.d. Basic Maintenance Period. The Basic Maintenance Period is from Monday through Friday of each
week, Eastern Time), except on the following recognized holidays (“Holidays”): New Year's Day, Martin Luther
King Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day / Indigenous Peoples’
Day, Veterans Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, and Christmas Day. Hours of
operation are as set forth in the Order Form.

12.2. Covered Maintenance.

12.2.a. General. Maintenance services and telephone support will be performed by Catalis during the Basic
Maintenance Period. Maintenance services do not include Customer's costs necessary to access the Services.

12.2.b. Upgrades. Customer will receive all updated, patches and enhancements to the Services (except any
New Product), including all related update releases and associated documentation.

12.2.c. Online Support and Telephone. Telephone support includes: (i) remote diagnostics; (ii) service desk
and dispatch; (iii) question and answer consulting; and (iv) non-chargeable user error remedies. Remote
diagnostics equipment is required at Customer locations for remote support, which equipment is to be
obtained by Customer at its sole expense. Catalis may choose to request a copy of the client database to load
in Catalis’ offices in an attempt to either recreate the process or run the application to complete a process if
time is of the essence.

12.2.d. Exclusions. Maintenance services do not include maintenance required by: (i) operator error or
improper operation or use of the Services by Customer; (ii) modifications, repairs, or additions to the Services
performed by persons other than Catalis, or damage to Services by Customer's employees or third persons; or
(iii) training services. Any maintenance service or related service or training other than the maintenance
services described above will be charged at Catalis’ then current billable call maintenance rates in effect.

12.2.¢. Billable Call Maintenance. Any maintenance service or related service or training other than covered
maintenance services will be charged at Catalis’ then current billable call maintenance rates in effect. Such
rates apply to time spent performing maintenance, including travel time. The minimum charge for billable call
maintenance is one-half of one hour (1/2 hour). Should billable call maintenance services require travel to the
Customer's site, Customer will also be invoiced for actual expenses of travel, including, without limitation, as
applicable, mileage, air fare, meals, lodging, and similar expenses; provided, however, that, in the event
Customer is a governmental agency or authority, travel expenses shall be limited in amount by applicable
federal or state statutory requirements. All charges for billable call maintenance shall be due and payable
within thirty (30) days following invoice by Catalis.

13. Subscription TERM, Termination AND Expiration.

13.1. Term; Renewal. The initial term (“Initial Term”) of this Agreement is specified in the Order form and shall
commence on the Effective Date. Customer shall have the right to renew this Agreement for three (3) one-year
terms unless either Party gives the other Party not less than one-hundred and eighty (180) days prior to the
conclusion of the then current term of Agreement of its decision to not allow the Agreement to renew.

13.2. Termination for Breach. In addition to any other rights of termination specified herein, either Party may
terminate this Agreement upon sixty (60) days prior written notice to the other in the event of the other's failure
to cure a material breach within thirty (30) days after receipt of the terminating Party's written notice of default
concerning the same.

13.3. Termination for Non-payment. Catalis may terminate Customer's subscription to the Catalis Deliverables
for Customer's non-payment of any fees due to Catalis if Customer does not cure any such default within ten
(10) days after notice is given to Customer.

a Catalis
“3025 Windward Plaza, Suite 200 oO Noe ea aaa ae
Alpharetta, GA 30005 rder Form Date: 12/18/2023

13.4, Effect of Termination. Upon termination or expiration of the Agreement, Customer shall discontinue all
use of the Services and shall immediately return to Catalis all copies of the Software and Catalis Deliverables
and all other materials which contain any Confidential Information of Catalis in Customer's possession or
control. Customer shall also permanently delete all copies of all such items residing in Customer's on or offline
computer memory. Catalis shall be entitled to enter into any location controlled by Customer to repossess
and remove all Software, Catalis Deliverables, documentation and any other Confidential Information of
Catalis. Customer shall, within five (5) days following the effective date of termination or expiration of
Customer's subscription, certify in writing to Catalis, by an executive officer of Customer, that all copies of the
Software, Catalis Deliverables and all documentation and any other materials required to be returned to
Catalis or to be deleted have been returned or deleted as appropriate.

13.5. Customer Data Portability and Deletion. Upon request by Customer made within 30 days after the
effective date of termination of a Statement of Work, Catalis will make Customer Data available to Customer.
After such 30-day period, Catalis will have no obligation to maintain or provide any Customer Data and will
thereafter delete or destroy all copies of Customer Data in Catalis systems or otherwise in Catalis possession
or control, unless legally prohibited.

14, Excusable Delays.

Notwithstanding any other term or provision of this Agreement, Catalis shall not be liable for delays in delivery,
failure to deliver, or otherwise to perform any obligation hereunder when such delay or failure arises from
causes beyond the reasonable control of Catalis, including, without limitation, such causes as acts of God or
public enemies, labor disputes, supplier or material shortages, embargoes, rationing, acts of local, state or
national governments or public agencies, utility or communication failures, fire, flood, storms, earthquake,
settling of walls or foundations, epidemics, riots, terrorism, civil commotion, strikes, or war.

15 .Limitation of Liability.

IN NO EVENT SHALL CATALIS’' AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE
SUBSCRIPTION FEES PAID BY CUSTOMER TO CATALIS DURING THE SIX (6) MONTH PERIOD PRIOR TO THE
ACCRUAL OF THE CLAIM.

16. Limitation on Damages.

NEITHER PARTY SHALL BE LIABLE IN ANY EVENT TO THE OTHER PARTY FOR DAMAGES RESULTING FROM
LOSS OF DATA, LOSS OF PROFITS, AND/OR LOSS OF USE OF PRODUCT, OR FOR ANY INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR TORT, INCLUDING NEGLIGENCE.

17. Allocation of Risks.
CUSTOMER UNDERSTANDS AND AGREES THAT THE FEES CHARGED BY CATALIS SPECIFICALLY REFLECT
THE ALLOCATION OF RISKS AND EXCLUSION OF DAMAGES PROVIDED FOR IN THIS AGREEMENT.

18. Miscellaneous Provisions.

18.1. ARBITRATION. UPON THE DEMAND OF EITHER PARTY (UNLESS PROHIBITED BY APPLICABLE LAW),
ANY ACTION OR PROCEEDING SEEKING TO ENFORCE OR TO INTERPRET ANY PROVISION OF THIS
AGREEMENT OR ANY RIGHT OR OBLIGATION, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY RIGHT
OR OBLIGATION, OF ANY PARTY UNDER OR PURSUANT TO THIS AGREEMENT OR ARISING OUT OF
CATALIS’ RELATIONSHIP UNDER THIS AGREEMENT WITH CUSTOMER, SHALL BE DETERMINED
EXCLUSIVELY BY ARBITRATION CONDUCTED BY AND UNDER THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION; PROVIDED, HOWEVER, THAT ARBITRATION SHALL NOT BE REQUIRED IN ANY ACTION OR
CLAIM BY A PARTY WHICH INCLUDES A REQUEST FOR INJUNCTIVE, EQUITABLE, OR OTHER EMERGENCY
RELIEF.

“a Catalis

~~ 3025 Windward Plaza, Suite 200 No« 006Ph000003¢TMD1AZ
Alpharetta, GA 30005 Order Form Date: 12/18/2023

18.2. Binding upon Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit
of, the successors and assigns of the Parties hereto.

18.3. Severability. If any provision of this Agreement shall be invalid or unenforceable, such provision shall be
deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid
and enforceable, and, in the event no such limiting construction is possible, such invalid or unenforceable
provision shall be deemed severed from this Agreement without affecting the validity of any other term or
provision hereof.

18.4. Entire Agreement. This Agreement, together with the Schedules and/or Addendum(s), constitutes the
entire understanding and agreement of the Parties with respect to the subject matter of this Agreement, and
supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions,
express or implied, written or oral, between the Parties with respect thereto. The express terms hereof control
and supersede any course of performance or usage of trade inconsistent with any of the terms of this
Agreement. This Agreement may be executed electronically and in any number of counterparts, which will
constitute one and the same agreement.

18.5. Amendment and Waivers. Any term or provision of this Agreement may be amended, and the
observance of any term of this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a writing signed by the Party to be bound thereby. The waiver by
a Party of any breach or default shall not be deemed to constitute a waiver of any other breach or default. The
failure of any Party to enforce any provision shall not be construed as or constitute a waiver of the right of such
Party to subsequently enforce such provision.

18.6. Notices. Whenever any Party desires or is required to give any notice, demand, consent, approval,
satisfaction, statement, or request with respect to this Agreement, each such communication shall be in writing
and shall be effective only if itis delivered by delivery service, over-night delivery service or facsimile (followed
by another permitted form of delivery) and addressed to the recipient Party at its notice address provided on
the cover page of this Agreement. Such communications, when personally delivered, shall be effective upon
receipt. Any Party may change its address for such communications to another address in the United States of
America by giving notice of the change to the other Party in accordance with the requirements of this section
18.6.

18.7. Choice of Law; Construction of Agreement. This Agreement will be construed under the laws of the
State of Georgia, exclusive of its conflicts of laws, principles, and has been negotiated by the respective Parties
and the language shall not be construed for or against any Party. The titles and headings are for reference
purposes only and shall not in any manner limit the construction of this Agreement which shall be considered
as a whole.

18.8. Further Assurances; Cooperation. Each Party shall execute such further instruments, documents, and
agreements, and shall provide such further written assurances, as may be reasonably requested by the other
Party to better evidence and reflect the transactions described in and contemplated by, and to carry into effect
the intents and purposes of this Agreement.

18.9. Non-Solicitation. For a period ending two (2) years following the date of termination or expiration of this
Agreement, Customer shall not solicit the employment or services of, nor employ or otherwise retain, any
employee or former employee of Catalis who has been directly or indirectly involved in the development,
licensing, installation, or support of any Catalis software product.

18.10. Independent Contractor Status. It is the intention of the Parties that their relationship is that of
independent contractor and this Agreement shall not create any other relationship, whether partnership, joint
venture, agency, or otherwise, between the respective Parties. Neither Party has any authority, whether actual,

“ 25 Wi laza, Suite 2 No.: OO6Ph000003tTMDIA2
Aches sone Suite 200 Order Form Date: 12/18/2023

express, implied, or apparent, to bind or otherwise obligate the other Party in any capacity. Catalis shall be
entitled to list Customer in any designation of its customers in advertising or other published materials of
Catalis.

18.11. Publicity. Catalis may list Customer as a user of the Services on its website, in press releases and in
other promotional materials after the acceptance of the Services. The Parties will cooperate to produce case
studies or testimonials or other public announcements relating to the subject matter of this agreement and the
relationship between the Parties and the Parties will not unreasonably withhold or delay their consent.

18.12. No Third-Party Beneficiary Rights. No provision of this Agreement is intended or shall be construed to
provide or create any third party beneficiary right or any other right of any kind in any person other than the
Parties and their proper successors and assigns, and all terms and provisions shall be personal solely between
the Parties to this Agreement and such proper successors and assigns.

18.13. Survival. The provisions of sections 9 through 11 and sections 14 through 18 shall survive the expiration
or termination of this Agreement.

18.14, Fees and Costs. In the event of any litigation or arbitration between the Parties in connection with or
arising out of this Agreement, or to enforce any right or obligation of either Party under this Agreement, or for
a declaratory judgment, or for the construction or interpretation of this Agreement or any right or obligation
under or impacted by this Agreement (in each case, a “Proceeding"), the Party which substantially prevails in
any such Proceeding shall be entitled to recover from the other Party all of such prevailing Party's fees and
costs, including, without limitation, attorneys’ fees, court costs, and costs of expert witnesses and of
investigation, incurred at or in connection with any level of the Proceeding, including all appeals.

18.15. Cooperative Procurement. This agreement may be used as a cooperative procurement vehicle by any
jurisdiction that is eligible. Catalis reserves the right to negotiate and customize the terms and conditions set
forth herein, including but not limited to pricing, scope and circumstances of that cooperative procurement.

a> Catalis
oo, 3025 Windward Plaza, Suite 200
Alpharetta, GA 30005

EXHIBIT A: SOFTWARE DESCRIPTION AND SCOPE OF USE

This Exhibit provides a description of the Software Services being offered; however, it is understood that
detailed Functional Specifications will also be available in separate Documentation provided for guidance on

product functionality and usage.

Request Management Enterprise

(Replaces OAlert and Branded Mobile App)

FEATURES INCLUDED

Customizable Request Views Inc.
Automation: Routing, Updates, and Inc.
Notifications

Reporting Inc.
Integrate with your GIS Data Inc.
Call Center Screen Inc.
Enterprise Request Management Mobile Inc.
Integrations Inc.
Multi-channel Civic Engagement Inc.
Resident Self-help Portal Inc.
Branded App Inc.
Citizen Dashboards Inc.
Notices Inc.
Surveys Inc.
One-time Mobile App Refresh Inc.

Lucity Integration

Request Management Enterprise/Lucity Integration - Ongoing Maintenance and Support

SmartGov Inegration

Request Management Enterprise/SmartGov Integration - Ongoing Maintenance and Support

No.: 006Ph000003tTMDIA2
Order Form Date: 12/18/2023