Anaheim City Council
July 16, 2024

1 FIRST AMENDMENT TO AGREEMENT

This First Amendment to Agreement and all Exhibits attached hereto (“ First Amendment”) is made and entered into __________________ (“Effective Date”) by and between StarTex Software, LLC (“Contractor” or “StarTex”), and the City of Anaheim, a municipal corporation (“Anaheim” or “Customer”). Contractor and Anaheim are also referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement for the use of StarTex’s online, web -based EHS Insight software (“Agreement”) to track environmental and safety compliance for a term of three years.

B. The Agreement had an Effective Date
1 of August 11, 2021, and is thus due to terminate on August 10, 2024.

C. On March 16, 2022, the Parties agreed to a change order that added online training modules to the Agreement, and on June 29, 2023, the Parties agreed to a second change order that added additional us ers to the Agreement, but neither change order affected the initial termination date.

D. In light of the time and resources already invested in training and implementation for the EHS Insight software, and in light of Anaheim’s satisfaction with StarTex’s past performance under the Agreement and previous change orders, the Parties wish to amend the Agreement to extend the Term and increase the Contract Amount established in the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this First Amendment, the Parties agree as follows:

1. Subsection A of Section III of the Agreement, entitled “ TERM; TIME OF PERFORMANCE; AUTHORIZATION TO PROCEED; IMPLEMENTATION PROCESS ,” shall be deleted in its entirety and replaced with the following:

“III.A Unless either Party terminates this Agreement pursuant to Section XI, the term of this Agreement (“Term”) shall commence on the Effective Date and shall conti nue for the initial term of Three (3) years (“Initial Term”). The General Manager or designee is authorized to extend the Term one time for five (5) years by executing an extension letter signed by both Parties . If the Parties exercise the extension option, then the extension shall be included within the Term.”

2. Subsection A.1 of Section IV of the Agreement , entitled “ FEES,” shall be deleted in its entirety and replaced with the following:
“IV. A.1 Fees

1. Anaheim shall pay Contractor those fees for Services and Support Services in accordance with the applicable Order Form. Except as provided in Section IV.A.1, t he total fees shall not exceed $537,072.16 for the Term (“Contract Amount”), unless a Change Order is approved in accordance with Section IV.B. This Contract Amount, as amended, shall consist of the following:

First Amendment Addition to Contract Amount (see Exhibit A) Not to Exceed $365,636.54 Initial Agreement Contract Amount (see Exhibit B)
• March 16, 2022 Change Order Amount
• June 29, 2023 Change Order Amount
Not to Exceed $151,800.00
Not to Exceed $10,551.78
Not to Exceed $9,083.84
Total Contract Amount, as Amended Not to Exceed $537,072.16

1 Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

3 EXHIBIT A

FEES ADDED TO CONTRACT AMOUNT BY FIRST AMENDMENT

License Dates Description Annual Fee
August 11, 2024 - August 10, 2025 350 active contacts $57,540.00 August 11, 2025 - August 10, 2026 350 active contacts $60,417.00 August 11, 2026 - August 10, 2027 350 active contacts $63,437.85 August 11, 2027 - August 10, 2028 350 active contacts $66,609.74 August 11, 2028 - August 10, 2029 350 active contacts $69,940.23 Total Annual Fees for 350 active contacts* $317,944.82
15% contingency for additional active contacts, if needed $ 47,691.72 Maximum Total Fees Added to Contract Amount by First Amendment $365,636.54

*Additional active contacts are billed at $108 per active contact per year.

4 EXHIBIT B

INITIAL EHS INSIGHT AGREEMENT AND CHANGE ORDERS
C

AGREEMENT
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A-6 (2- ( 30 5 I_

ORIGINAL
~r ,1 IJ., This Agreement and all Exhibits attached hereto ("Agreement") is made and entered into - ------<>--~-~~ - ("Effective Date") by and between StarTex Software, LLC "Contractor" or "StarTex"), and the City of Anaheim, a municipal corporation ("Anaheim" or "Customer"). Contractor and Anaheim are sometimes individually referred to as a "Party" and collectively referred to as the "Parties." In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as follows:

I. DEFINITIONS
In addition to terms defined elsewhere in this Agreement , whenever used in this Agreement with the initial letter capitalized , the following terms will have the following specified meanings:

I. "Acceptance" means Anaheim 's acceptance of the Services in the manner set forth in Exhibit I .

2. "Affiliate" means, with respect to a Party , any entity which directly or indirectly controls, is controlled by, or is under common control with such Party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests ofa party .

3. "Anaheim Data" means all electronic data or information submitted or uploaded by Customer or a User in connection with the Services and Support Services .

4. "Beta Evaluation Term" means the 60 day period beginning on the date Customer accesses the beta-version of the Services.

5. "Confidential Information" means , with respect to a Party hereto, all information or material which is either (I) marked or identified as "Confidential, " "Restricted ," or "Proprietary Information " or other similar marking or identification , or (2) known by the Parties or of the type that is typically to be considered confidential and proprietary . Confidential Information shall consist of all information, whether in written , oral , electronic , or other form, furnished on or after the Effective Date by one of the Parties or its Representatives ("Representative" is defined as any elected and appointed officials , affiliate, director, officer, employee, agent , advisor , consultant, or subcontractor of either of the Parties or their subsidiaries or affiliates) to the other Party or to its Representatives , and specifically includes but is not limited to Anaheim's individually identifiable Anaheim information , Anaheim's customer usage data and financial data, Anaheim's customer information, the Contractor Technology and related Documentation , and related Documentation . In Anaheim 's case, Confidential Information includes all Anaheim Data and all documents , including drafts, preliminary drawings or plans , notes, ideas and communications that Anaheim provides to Contractor, unless Anaheim authorizes , in writing, the release of said infom1ation. From time to time in this Agreement , Anaheim 's personally identifiable Anaheim information , Anaheim's customer usage data and financial data, Anaheim 's customer information shall be referred to "City's Customer Data" .

6. "Contractor Technology" means all of Contractor's proprietary technology (including software, hardware , products, processes , algorithms, user interfaces, know-how , techniques, designs and other tangible or intangible technical material or information and any and all derivatives and modifications thereof) which Contractor shall provide to meet the requirements of Exhibits 1 and 2. Contractor Technology includes any third party technology which is used in or with the Contractor Technology .

7. "Documentation" means StarTex's user manuals or other documentation regarding the Services , accessible via Customer's account management section within the StarTex website at http://www.ehsinsight.com and http ://support.ehsinsight.com (or successor location) , as may be updated by StarTex from time to time and will be effective as to Customer upon written notice to Customer.

8. "General Support" means the Support Services provided for a defined period from general availability ("GA ") of a release. General Support includes bug and security fixes and Technical Support Services.

9. "Intellectual Property Rights" means any and all patents, copyrights , moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

I 0. "Malicious Code" means viruses, worms, time bombs , Trojan horses and other harmfi.Jl or malicious code , files, scripts , agents , programs , or the like.
11 . "Onboarding Services" means help provided by an onboarding specialist during implementation , such as demonstrating use of the system or validating historical data.

12. "Order Form" means the Order Form attached hereto as Exhibit 3 which is attached hereto and incorporated herein by reference. This definition includes any additional Order Fonns which the Parties may execute in connection with this Agreement and those Order Fonn shall likewise be incorporated into this Agreement.

13. "Output" means the analytics, results and related reports generated by Customer's use of the Services and based upon the Anaheim Data.

14. "Registration" means an instance ofa unique learner associated with a single online training requirement.

15. "Services" means StarTex ' s online , web-based EHS Insight software provided via the website http ://www .ehsinsight.com, and/or other Onboarding Services as described in the Documentation and set forth under an Order Form. The Services are also described in the SOW .

16. "Support Level" means the Support Services plan purchased by Customer .

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

18. "Support Services" means the General Support and Technical Support , which are provided at according to the Support Level , as further described in Exhibit 2.

19. "Technical Support" means the provision of telephone or web-based technical assistance by StarTex to Customer's technical contact(s) with respect to service requests, at the corresponding Support Level purchased by Customer.

20. "Term" means the term of this Agreement as set forth in Section Ill .

21. "Trial Evaluation Term" means the evaluation period , if any, for Customer ' s evaluation of the Services, as specified in an Order Fonn .
22 . "Users" means Customer 's authorized users that may access and use the Services . Users may only be Customer's employees or contractors authorized by Customer to access the Services for internal purposes.

II. SCOPE OF SERVICES
A. Contractor shall deliver the Services in accordance with this Agreement, including, all Exhibit 1, and Contractor shall not be deemed to have successful delivered the Services unless Contractor obtains Acceptance. In compliance with all the terms and conditions of this Agreement, Contractor shall perform the Support Services in accordance with Exhibit 2.

B. Neither Anaheim nor any of its employees shall have any control over the manner, mode or means by which Contractor , its agents or employees , perform the Services and Support Services required herein , except as otherwise set forth herein . Except as expressly provided herein and the Exhibits , Anaheim shall have no voice in the selection , discharge, supervision or control of Contractor's employees , servants , representatives or agents , or in fixing their number , compensation or hours of service . Contractor shall perforn1 all Services and Support Services required herein as an independent contractor of Anaheim and shall remain at all times, as to Anaheim, a wholly independent contractor with only such obligations as are consistent with that role .

Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Anaheim. Anaheim shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor .

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

Ill. TERM; TIME OF PERFORMANCE; AUTHORIZATION TO PROCEED;

IMPLEMENTATION PROCESS
A The Tenn of this Agreement shall co1mnence on the Effective Date and shall continue for an initial Term of Three (3) years, unless tenninated earlier as set forth in Section XI herein . The Agreement may be extended by muhial written approval beyond the initial Tern1 on the same terms and conditions , each extension also included within the Term.
2 B. During the Tem1, subject to the terms and conditions of this Agreement , the applicable Order Form and Customer's payment of Fees (defined in Section IV), StarTex hereby grants to Customer a nonexclusive , nontransferable , nonsublicensable , and limited license to: (a) access and use the Services , the Support Services , and the Contractor Technology for internal purposes only; and (b) use and reproduce the Documentation for internal purposes only. Anaheim agrees that it will not sell, assign, transfer , disclose, sublicense, or otherwise make the Services and Contractor Technology available to others without the prior written consent of Contractor . Anaheim shall not create derivative works of the Solution, Contractor Technology , meaning that the Anaheim shall not create any software or other works that are based upon the Contractor Technology or recast , transform or adapt the Services and the Contractor Technology in any manner , except as authorized by this Agreement. Anaheim shall not disassemble , decompile or "reverse engineer" the Services and he Contractor Technology for any purpose . All rights not expressly granted to Anaheim are reserved by Contractor and its licensors .

C. Customer will not: (a) make the Services available to any third party other than the Users ; (b) sell, resell, rent, lease, modify, translate or create derivative works of the Services ; ( c) decompile, reverse engineer or reverse assemble any portion of the Services, or attempt to discover any source code or underlying ideas or algorithms of the Services; ( d) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services; ( e) use the Services to store or transmit material in violation of third party privacy or other rights ; (f) use the Services to store or transmit Malicious Code; (g) interfere with or disrnpt the integrity or perfonnance of the Services or third party data contained therein; (i) attempt to gain unauthorized access to the Services or their related systems or networks; or (h) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Documentation . The Documentation may include additional restrictions or limitations to the use of the Services, including , without limitation , limitations on storage space in the Services , and Customer agrees to comply with any such restrictions or limitations . StarTex reserves the right to immediately suspend Customer's access to and use of the Services if StarTex determines , in its reasonable discretion, that Customer has engaged in any of the activities set forth in this Section III.C or Section Section 111.D below ( each a "Restriction Violation"). StarTex shall provide notice of such suspension to Customer (via the Services or otherwise) and, where practicable, the parties shall thereafter work together in good faith to resolve such Restriction Violation. In the event the Restriction Violation cannot be cured within a reasonable period of time after StarTex 's notification, StarTex reserves the right to immediately terminate this Agreement and any Order Fonns then in effect.

D. Use of the Services includes use of StarTex's application program interface (API). Use of the API requires Customer 's compliance with the terms of this Agreement with respect to the Services. If Customer abuses, excessively uses the API, or otherwise violates any Restriction Violation , StarTex reserves the right to deny Customer access and use of the APL The Documentation may include additional restrictions on or limitations to the use of the Services, including, without limitation, limitations on API access of the Services , and Customer agrees to comply with any such restrictions or limitations.

E. StarTex may make available to Customer any update or upgrade to the Services when made generally available to other StarTex customers.

F. Customer acknowledges that its rights under this Agreement do not include any rights whatsoever to source code .

G. Customer may issue Order Forms for Services for StarTex 's acceptance and process as change order in accordance with Section IV. StarTex may, in its discretion, accept or deny any Order Fom1, and will indicate its acceptance by enabling access to the Services in accordance with the tenns of the applicable Order Fonn .

Order Forms may be modified only by mutual written agreement of the parties.

H. The time period(s) specified for perfonnance of the Support Services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor , including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires , earthquakes, floods , pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots , strikes, freight embargoes , wars, litigation , civil disturbance or disobedience , labor dispute, labor or material shortage, sabotage, 3 government priorities , restraint by court order or public authority and action or non-action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority , and/or acts of any governmental agency , including Anaheim, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome , if Contractor shall within ten(] 0) days of actual or constructive knowledge of the commencement of such delay notify the Project Director in writing of the causes of the delay . The Project Director shall ascertain the facts and the extent of delay , and shall extend the time for performing the Services or Support Services for the period of the enforced delay . In the event of delay , however caused , Contractor 's sole remedy shall be an extension of the Agreement , pursuant to this Section , and Contractor shall not be entitled to recover damages against Anaheim .

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

J. Beta Evaluation Period. During the Beta Evaluation Tem1, subject to the terms and conditions of this Agreement , StarTex hereby grants to Customer a nonexclusive , nontransferable , nonsublicensable , revocable and limited license to : (a) access and use the beta-version of the Services solely for Customer ' s evaluation purposes ; and (b) use , access and reproduce the Output for internal business purposes (provided that Customer's license to use Output generated and retained by Customer during the Beta Evaluation Term for Customer ' s internal business purposes shall survive expiration or termination of the Beta Evaluation Term) .

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY , STARTEX DOES

NOT PROVIDE ANY SERVICE LEVELS OR WARRANTIES WITH RESPECT TO THE BETA-VERSION

OF THE SERVICES, AND CUSTOMER'S USE OF THE BETA-VERSION OF THE SERVICES IS AS-IS

AND WITHOUT ANY WARRANTIES OF ANY KIND , WHETHER EXPRESS , IMPLIED , STATUTORY

OR OTHERWISE , AND STARTEX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES ,

INCLUDING , WITHOUT LIMITATION , ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW .

K. Evaluation Tern1 License. During the Beta Evaluation Term , subject to the terms and conditions of this Agreement , StarTex hereby grants to Customer a nonexclusive , nontransferable, nonsublicensable , revocable and limited license to: (a) access and use the Services solely for Customer ' s evaluation purposes; and (b) use, access and reproduce the Output for internal business purposes (provided that Customer ' s license to use Output generated and retained by Customer during the Beta Evaluation Term for Customer's internal business purposes shall survive expiration or tennination of the Beta Evaluation Tern1). Any data that Customer or any Users upload or enter into the Services and any customizations made to the Services by or for Customer during the Evaluation Term will be permanently lost and/or erased at the end of the Evaluation Term or within thirty (30) days thereafter, unless Customer elects to procure additional services under an Order Form . IF ADDITONAL

SERVICES ARE NOT PROCURED, STARTEX WILL HAVE NO LIABILITY OF ANY KIND TO

CUSTOMER FOR ANY ANAHEIM DATA ERASED OR DELETED BY STARTEX AFTER SUCH THIRTY (30) DAY PERIOD . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE

CONTRARY, STARTEX DOES NOT PROVIDE ANY SERVICE LEVELS OR WARRANTIES WITH

RESPECT TO THE EVALUATION VERSION OF THE SERVICES, AND CUSTOMER 'S USE OF THE

EVALUATION VERSION OF THE SERVICES IS AS-IS AND WITHOUT ANY WARRANTIES OF ANY

KIND, WHETHER EXPRESS, IMPLIED , STATUTORY OR OTHERWISE, AND STARTEX

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES , INCLUDING , WITHOUT LIMITATION ,

ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW .

IV. FEES
A Fees
I. Anaheim shall pay Contractor those fees for Services and Support Services in accordance with the applicable Order Forn1. Except as provid ed in Section IV.A. I, the total fees shall not exceed One Hundred and Fifty-One Thousand and Eight Hundred Dollars ($151,800.00) for the Tenn ("Contract Amount") , 4 unless a Change Order is approved in accordance with Section IV.B. Notwithstanding the foregoing , the Contract Amount may be increased pursuant to a Change Order approved in accordance with Section IV.B.

2. Customer will pay the Contract Amount via credit card or by other means specified by StarTex in an applicable Order Form. If Customer is making payments for any portion of the Contract Amount via credit card, Customer will provide accurate payment information , and hereby authorizes StarTex to charge such credit card for the amount due in accordance with the terms of the applicable Order Form. Such charges shall be made in advance , either annually or in accordance with any different billing frequency stated in the applicable Order Form. For payment of the Contract Amount by any other method , StarTex will invoice Customer in advance of the provision of applicable Services and otherwise in accordance with the relevant Order Fonn . All payments for which invoices are delivered are due within thirty (30) days of Customer's receipt of the invoice. If Customer has elected to pay any portion of the Contract Amount via credit card and the credit card is charged back to StarTex or if any fees invoiced to Customer are not paid within thirty (30) days of invoice, StarTex may: (i) with respect to chargebacks, cease charging Customer's credit card and invoice Customer for the amount charged back and any future fees; (ii) accelerate the payment of any fees payable for the current subscription term; (iii) inunediately suspend Customer's Services until payment is made; and/or (iv) immediately terminate the applicable Order Form for which fees were due and/or terminate this Agreement , provided , however that termination will not occur prior to Customer being given a reasonable period of time to remedy nonpayment after written notice thereof by StarTex.

Any Fees not paid from Customer by the applicable due date shall accrue late charges at the rate of 1.5% per month of the outstanding balance , or the maximum rate permitted by law, whichever is lower, from the due date until the date paid .

3. If Customer's account is 30 days or more overdue , in addition to any of its other rights or remedies , StarTex reserves the right to suspend Customer's access to the Service until such amounts are paid in full.

4. Unless otherwise stated, the Fees do not include any taxes , levies, duties or similar governmental assessments of any nature , including but not limited to value-added , sales, use or withholding taxes, assessable by any local, state, provincial , federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes (except those based on StarTex's income) associated with the Services purchased hereunder .

B. Change Order. The Public Utilities General Manager or designee is authorized to approve additional expenditures not to exceed Fifteen Percent (15%) of the Contract Amount for Extra Work not included in the Exhibits .

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

2. In no event shall Contractor render Extra Work beyond the Services set forth in the Exhibits without the prior written authorization of the Public Utilities General Manager or designee .

3. All Extra Work approved in writing by the Public Utilities General Manager or designee shall be billed at either the rates set forth in Exhibits I or 2 or at a fixed price, at Anaheim's sole discretion . If billed at a fixed price, Contractor shall provide Anaheim with general description of the Extra Work to be performed with a proposed price. At such time as the Public Utilities General Manager or designee has approved the Extra Work, has agreed to a fixed price for the Extra Work, and has notified Contractor of such approval and agreement in writing, Contractor shall perform the Extra Work.

4. Except for the authority granted the Public Utilities General Manager in this Section , no additional Extra Work beyond that allowed herein shall be rendered by Contractor unless such Extra Work is first approved by written amendment to this Agreement.
5 5. As used herein , "Extra Work " means any work that is determined by Public Utilities General Manager to be necessary to address other Service-related needs arising after the Effective Date , but which are not included within the Exhibits and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

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

1. Contractor or Anaheim may initiate a request for Cost-Neutral Extra Work through a written request called a Change Order Request. The other Party shall review and approve or reject the Change Order Request in a timely manner. After initial approval of any Change Order Request, the Public Utilities General Manager or designee shall review the Change Order Request , and , so long as the Public Utilities General Manager or designee detem1ines in his sole discretion that the Change Order Request meets the requirements of this Section IV.C, the Public Utilities General Manager or designee shall approve it and issue a Change Order for the Cost-Neutral Extra Work.

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

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

4. As used herein, "Cost-Neutral Extra Work ' ' means any additional or modified services or functionality that is determined by the Public Utilities General Manager or designee to be necessary to address other Service-related needs arising after the Effective Date , but which (1) is not included within the Exhibits ; (2) does not impact the Contract Amount; and (3) the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

D. All Parties recognize that the continuation of this Agreement after the close of any fiscal year of Anaheim , which fiscal year ends on June 30 of each year , shall be subject to budget approval providing for or covering such Agreement items as an expenditure in said budget. Anaheim does not represent that said budget item will be actually adopted , said determination being the determination of Anaheim's City Council at the time of the adoption of the budget herein . No penalty shall accrue to Anaheim in the event this provision shall be exercised.

Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered , services provided , monies paid and monies due.

E. During the Tenn , StarTex will : (a) provide to Customer basic support for the Support Services at no additional charge in accordance with StarTex's support policies and procedures ; and (b) use commercially reasonable efforts to make available the Support Services in accordance with the Service Level Warranty described in Exhibit 2 to this Agreement, except for : (i) planned downtime for the Support Services , (ii) any interruptions, delays , failures, acts or omissions caused by any third party (including third party hosting providers) , or (iii) any unavailability of the Support Services caused by any of the unforeseen circumstances specified in Section III.H.

F. Customer will: (a) be responsible for all Users ' compliance with this Agreement ; (b) be solely responsible for the accuracy , quality , integrity and legality of the Anaheim Data and of the means by which Customer acquired the Anaheim Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services , and notify StarTex promptly of any such unauthorized access or use ; (d) be responsible for any third party products or services used by Customer in connection with the Services or any Anaheim Data ; and (e) use the Services and Output only in accordance with the Documentation and all applicable laws, regulations , rules , 6 orders and other requirements of any applicable international , federal, state or local governmental authority.

Customer understands and acknowledges that StarTex has no obligation to review Customer content or the Anaheim Data.

G. Customer will be solely responsible , at its own expense, for acquiring, installing and maintaining all connectivity equipment, hardware , software and other equipment as may be necessary for its Users to connect to, access and use the Service except as otherwise provided by StarTex. For example, Customer will be responsible for standard computer workstations and necessary network connections not provided by StarTex.

Customer acknowledges and agrees that StarTex is not obligated to provide any anti-virus services, and Customer is responsible for ensuring that its environments are virus-free.

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

B Notwithstanding the foregoing , Contractor shall have the right to remove or reassign personnel upon notice to Anaheim if such removal or reassignn1ent is required due to tennination of employment, death, or extended illness.

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

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

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

VII. OWNERSHIP; LICENSE
As between the parties and subject to the license grants under this Agreement, (a) StarTex owns all right, title and interest in and to the Solution , the Contractor Technology, the Services , the Documentation , and any and all Intellectual Property Rights embodied therein ( collectively , "StarTex Technology "); and (b) Customer owns all right, title and interest in and to all Anaheim Data uploaded to the Services, all Output, and any and all Intellectual Property Rights with respect to the same. Other than as expressly set forth in this Agreement, StarTex does not grant or otherwise convey any license or other right in or to the StarTex Technology to Customer or its Users. StarTex expressly reserves all rights to the StarTex Technology not expressly granted under this Agreement. There are no implied licenses under this Agreement. Customer acknowledges and agrees that any breach of this Agreement by its User or any other employee, agent or contractor of Customer shall be deemed a breach of this Agreement by Customer.

Anaheim agrees that Contractor shall have sole ownership of all derivative works and modifications made to the Contractor Technology , regardless of whether such modifications are made by Contractor alone. Notwithstanding the foregoing, Customer grants StarTex a worldwide, nonexclusive, royalty-free , perpetual , irrevocable, transferable and sublicensable license in and to the Anaheim Data for the purpose of StarTex perfonning its obligations under this Agreement subject to the confidentiality provisions of this Agreement. 7 Vlll. SUPPORT SERVICES
From the Effective Date, Contractor shall provide Support Services in accordance with Exhibit 2. Contractor shall provide releases to Anaheim as part of Support Services; provided that Anaheim is participating in the Support Services .

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

SERVICES AND THE SERVICES ARE PROVIDED WITHOUT ANY EXPRESS , OR IMPLIED

WARRANTY , INCLUDING , WITHOUT LIMITATION , ANY IMPLIED WARRANTY OF

MERCHANT ABILITY , FITNESS FOR A PARTICULAR PURPOSE , AND ALL OTHER WARRANTIES

ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONTRACTOR . CONTRACTOR DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE

CONTRACTOR TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE , OR OPERATE IN

COMBINATION WITH ANY OTHER HARDWARE , SOFTWARE , SYSTEM OR DATA , (B) THE

CONTRACTOR TECHNOLOGY WILL NOT DELAY IN PROCESSING , OR (C) CONTRACTOR TECHNOLOGY WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME . The Contractor Technology may be subject to limitations , delays, and other problems inherent in the use of the internet and electronic communications. Contractor is not responsible for any delays, delivery failures , or other damage resulting from such problems. Anaheim represents and warrants that Anaheim has not falsely identified itself nor provided any false information to gain access to Contractor Technology and that Biller 's billing information is correct.

B. BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK

OF PRIVATE AND PUBLIC NETWORKS AND THAT (I) THE INTERNET IS NOT A SECURE INFRASTRUCTURE , (II) NEITHER PARTY HAS CONTROL OVER THE INTERNET , AND (111)

NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE

DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE

REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES.

C. CONTRACTOR SHALL NOT BE LIABLE FOR ANY DIRECT , SPECIAL, INDIRECT ,

CONSEQUENTIAL, PUNITIVE OR INCIDENT AL DAMAGES OF ANY KIND INCLUDING , BUT NOT

LIMITED TO, DAMAGES FOR LOSS OF PROFITS , WORK STOPPAGE, SYSTEM FAILURE OR

MALFUNCTION , LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES IN CONNECTION WITH

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

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

G. In the event there is a third party claim alleging that Anaheim 's use of the Contractor Technology in accordance with this Agreement constitutes an infringement of a United States patent, copyright , or trade secret, Contractor shall, at its expense , defend Anaheim and pay any final judgment against Anaheim or settlement agreed to by Contractor on Anaheim's behalf; provided that Anaheim promptly notifies Contractor of any such claim or 8 proceeding and shall give Contractor full and complete authority, infonnation , and assistance to defend such claim or proceeding. Contractor shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement, provided that Contractor shall consult with the Anaheim regarding any settlement of the claim .

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

I. StarTex warrants that it has the legal power to enter into and perfom1 its obligations under this Agreement , and doing so as well as perfom1ing its obligations under this Agreement will not violate any other agreement to which StarTex is a party. StarTex further warrants that: (a) the Services shall perform materially in accordance with the Documentation during the Term ; and (b) StarTex will perfom1 its obligations and exercise its rights under this Agreement in accordance with all applicable laws, rules and regulations .

J. Customer warrants that: (a) it has the legal power to enter into and perform its obligations under this Agreement , and doing so as well as perfonning its obligations under this Agreement will not violate any other agreement to which Customer is a party ; (b) it will not transmit any Malicious Code in connection with the Services ; (c) it has the right and authority and has obtained all necessary consents required to use the Anaheim Data and any other Customer content or data used in connection with the Services; (d) any Anaheim Data or other data or content used by Customer in connection with the Services shall not infringe the Intellectual Property Rights of any third party ; and (e) it will comply with all applicable Laws in its performance of this Agreement.

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

B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties . The obligations of the Parties set forth in this Section are in addition to the obligations of the Parties set forth in any existing confidentiality , non-disclosure or similar agreement or otherwise arising under applicable law. In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non-disclosure obligations, the provision that provides stronger protection to the Disclosing Party shall govern .
9 C. The Receiving Party will treat all Confidential Information , no matter written , electronic , or oral , as confidential and proprietary, and the Receiving Party shall only use the inform ation for Anaheim-authorized uses related to the performance of the Services. As such, the Receiving Party shall hold in confidence the Confidenti al Information, and ensure that the Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement. Receiving Party shall not disclose Confidential Information received under this Agreement to any person other than its Representatives who require knowledge of the Confidential Information in furtherance of Anaheim-authorized uses related to the performance of the Services . The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of the Confidential Information. The Receiving Party shall be responsible for any breach of this Agre ement by its Representatives . Neither Contractor nor its Representatives shall use the Confidential Information for any commercial purpose.

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

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

F. Contractor acknowledges that although Anaheim will endeavor to include in the Confidential Information those materials that are believed to be reliabl e and relevant , Anaheim makes no representation or warranty as to the accuracy or completeness of the Confidential Information . Contractor agrees that neither Anaheim nor its Representativ es shall have any liability to Contractor or its represent atives for use of the Confidenti al Information.

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

H. Within two (2) weeks of the termination of this Agreement , each Party will destroy or return to the other Party any and all Confidential Information, including all originals , copies , translations , transcriptions or any other fom1 of said material , without retaining any copy or duplicate thereof. To the extent pern1itted by law, and if authoriz ed in writing by the Public Utilities General Manager , Contractor shall promptly destroy any and all electronic and hardcopy versions of the Anaheim Confidential Information , as well as any documents consistin g of excerpts or portions of the Confidential Information. Contractor shall certify in writing the destruction of the Confidential Information. To the extent permitted by law, and if authorized in writing by the Contractor , Anaheim shall promptly destroy any and all electronic and hardcopy versions of the Contractor Confidential 10 Information , as well as any documents consisting of excerpts or portions of the Confidential Information.

Anaheim shall certify in writing the destruction of the Confidential Information . Anaheim may perform an audit of Contractor's records to confirm the return or destruction of the Confidential Information at Anaheim ' s sole cost and expense. Anaheim shall have this audit right for one ( 1) year after the termination of this Agreement.

I. Anaheim owns the Anaheim Data stored in the Services, and Contractor shall grant Anaheim access to the Anaheim Data via the API for the purpose of downloading copies. Access via the API is authorized during the Tern1.

J. Contractor may allow its Representatives who are subcontractors or subconsultants to access Anaheim's Confidential Information solely as necessary for Contractor to perform the Services under this Agreement and for no other purpose whatsoever ; provided, those Representatives execute a confidentiality agreement offering protections substantially similar to those contained in this Agreement.

K. Contractor shall implement and maintain technical and organizational measures to protect Anaheim's Confidential Information against accidental or unlawful destruction , loss, alteration , unauthorized disclosure or access as described in accordance with the highest industry standard and applicable law, including, but not limited to, Article 1, Section 1 of the California Constitution; AB-375, the California Consumer Privacy Act; European Union Regulation (EU) 2016 /679 General Data Protection Regulation (GDPR) ; the California Information Practices Act (Civil Code § 1798 et seq.); the California Confidentiality of Medical Information Act (Civil Code§ 56 et seq .); the federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 680l(b) and 6805(b)(2)) ; the privacy and information security aspects of the Administrative Simplification provisions of the federal Health Insurance Portability and Accountability Act (45 CFR Part 160 and Subparts A, C, and E of part 164).

Contractor shall adopt and maintain throughout the Term such security measures to encrypt Anaheim Data and other Confidential Infonnation of Anaheim ; to help ensure ongoing confidentiality , integrity, availability and resilience of the Services ; to help restore timely access to Anaheim Confidentia l Information following an incident ; and for regular testing of the effectiveness of Service and Support Services security. Contractor shall update or modify its data security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. Contractor shall ensure compliance with its data security measures described herein by its Representatives to the extent applicable to their scope of perfonnance . Without limiting Anah eim's remedies and notwithstanding anything to the contrary in this Agreement, Contractor shall immediately investigate and remediate any accidental or unlawful destruction , loss, alteration , unauthorized disclosure or access of Anaheim's Confidential Information and take such actions as required by Anaheim in connection ther ewith .

L. Contractor is responsible for maintaining a backup of Anaheim Data and for an orderly and timely recovery of such data in the event of data corruption or interruption of the services provided hereunder. Contractor shall maintain a contemporaneous backup of Anaheim Data that can be recovered within the requirements in this Agreement and maintaining the security of Anaheim Data as further described herein . Contractor 's backup of Anaheim Data shall not be considered in calculating storage used by Anaheim .

M. Customer is solely responsible for all activities that occur in Customer 's or its User 's account(s) and for the security of any Customer and User passwords . NOTWITHSTANDING ANYTHING TO THE CONTRARY

HEREIN , STARTEX HAS NO LIABILITY OF ANY KIND (WHETHER BY CONTRACT, TORT OR

OTHERWISE) FOR ANY UNAUTHORIZED ACCESS TO CUSTOMER'S OR ITS USERS ' ACCOUNT

TO THE EXTENT SUCH UNAUTHORIZED ACCESS IS DUE TO CUSTOMER OR ITS USERS ' ACTIONS OR INACTIONS.

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

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

B. This Agreement may not be canceled or modified except by the written mutual consent of both Parties or as otherwise provided in this Agreement. If either Party is in material breach of any of the terms and conditions 11 of this Agreement , the aggrieved party shall give written notice ther eof, including a reasonably detailed statement of the nature of such breach , to the breaching party . The breaching party will have thirty (30) days after notice is given to cure such breach or, if the breach cannot reasonably be cured within thirty (30) days , the breaching party shall provide a written estimate of the time needed to cure such breach , shall commence to cure such breach within ten (I 0) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion . If the bre aching party fails to cure , commence to cure in a timely manner , or diligently prosecute such cure to completion, the aggrieved party, at its option , shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreem ent. In addition to the foregoing , Anaheim, at its option , shall be entitled to terminate this Agr eement in the event of Contractor ' s (1) application for , consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (2) making a general assignment for the benefit of creditors; (3) being adjudged bankrupt ; (4) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement , reorganization or insolvency law (unless in the case of an involuntary petition , the same is dismissed within thirty (30) days of such filing); or (5) suffering or pennitting to continue un-stayed and in effect for fifteen (15) consecutive days any attachment , levy , execution or seizure of all or a substantial portion of Contractor's assets or of Contractor ' s interests hereunder.

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

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

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

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

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

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

D. StarTex will defend , indemnify and hold Customer and each of their respective directors , officers , employees , contractors , agents , successors and assigns (each , a "Customer Indenmitee") harmless from and against any 12 and all actual or threatened third party claims, suits, actions or proceedings, including all Claims incurred by a Customer Indemnitee arising out of or relating to: (a) a claim that Customer or a User's use of the Services or Documentation as permitted hereunder and in accordance with the Documentation infringes or misappropriates the Intellectual Property Rights ofa third party; (b) StarTex's or StarTex's Affiliates' gross negligence or willful misconduct; ( c) any violation of any applicable Law in connection with the Services by StarTex or a StarTex Affiliate; or (d) StarTex's or StarTex Affiliates ' inclusion of any Malicious Code in the Services or Anaheim Data. Notwithstanding the foregoing, StarTex shall have no such indemnification obligation with respect to claims of actual or alleged infringement or misappropriation of a third party's Intellectual Property Rights in connection with Customer's use of StarTex 's Services, to the extent such infringement or misappropriation: (i) relates to the use of StarTex 's Services in combination with other software, data products, processes, or materials not provided by StarTex (including, without limitation , Anaheim Data) ; (ii) arises from or relates to modifications to the Services not made or authorized by StarTex; (iii) arises from or relates to modifications to the Services undertaken by StarTex at Customer 's specific direction; (iv) arises from or relates to Customer's use of StarTex 's Services not in accordance with this Agreement; or (v) where Customer continues any activity or use constituting or contributing to the infringement or misappropriation after written notification thereof. IfStarTex's right to provide the Services is enjoined, or in StarTex's opinion is likely to be enjoined, StarTex may, at its election and expense , either :
(a) replace or modify the Services so that they no longer infringe or misappropriate , without breaching any warranties made in this Agreement ; (b) obtain a license for Customer to continue to use the Services in accordance with this Agreement; or (c) immediately terminate this Agreement and any Order Form then in effect, and refund a pro-rata portion of Fees already paid by Customer for Services yet to be provided .

E. Each party seeking indemnification hereunder will: (a) promptly give the indemnifying party written notice of the Claim; (b) give the indemnifying party sole control of the defense and settlement of the Claim, provided that the indemnifying party may not settle any Claim that involves the payment of monies or acknowledgment of liability or wrongdoing on the part of the indemnified party without the indemnified party 's prior written consent; and (c) provide to the indemnifying party, at the indemnifying party's expense, all reasonable assistance necessary for the defense and settlement of the Claim. Failure by the indemnified party to comply with the foregoing process will not relieve the indemnifying party of its indemnity obligations hereunder XIV. INSURANCE
A. Without limiting Anaheim ' s right to indemnification, it is agreed that Contractor shall secure , prior to commencing any activities under this Agreement, and maintain, during the Tenn , insurance coverage as follows :

I. Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1 ,000,000 per occurrence.

2. Commercial General Liability Insurance, including coverage for Contractual Liability, Personal Injury Liability, Products /Completed Operations Liability , and Independent Contractor 's Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate , written on an occurrence form . Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence .

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

4. Professional Liability Insurance in an amount not less than $1 ,000,000 per claim, and Contractor shall maintain such coverage for at least two (2) years from the termination of this Agreement. Such insurance shall be written on a primary basis (i.e., without a self-insured retention) , but may include a deductible of not more than $ I 0,000 per claim, provided that such deductible is disclosed to Anaheim, in writing, at the inception of this Agreement.

5. Technology Errors and Omissions Liability (Cyber Liability) including errors and om1ss1ons, network security/privacy coverage , with limits of not less than one mill ion dollars ($1 ,000,000) per 13 incident and two million dollars ($2,000 ,000) in the aggregate . If written on a "claims made" basis , policy shall include prior acts at least as far in the past as the Effective Date. Coverage shall apply to both electronic and physical breaches and to data. Information in the care , custody , or control of Contractor or agents shall be covered , including coverage for "cloud" systems or for data transferred by a third party. Coverage shall apply to accidental losses as well as breaches perpetrated by outsiders or employees. Regulatory fines and penalties shall be covered. The policy shall contain no requirement that all data be encrypted . Anaheim shall be an additional insured on the policy for its vicarious liability arising out of negligent acts, errors or omissions of Contractor or those working directly or indirectly for Contractor. Policy shall apply on a primary and noncontributing basis and shall cover wrongful acts of the named insured.

B. Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: "This insurance shall not be cancelled , or limited in scope or coverage , until after thirty (30) days prior written notice has been given to the City Clerk , City of Anaheim , 200 S. Anaheim Blvd., Anaheim, CA 92805 , except in the event of cancellation for non-payment of premium which shall provide for not less than ten ( I 0) days notice." C. Each insurance policy required by this Agreement , excepting policies for Professional Liability and Workers ' Compensation , shall contain the following clauses or shall otherwise provide for the following conditions :

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

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

E. In addition to other remedies Anaheim may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required , Anaheim may, at its sole option :

I . Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof ; or
14 2. Tenninate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Contractor 's failure to maintain insurance or secure appropriate endorsements.

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

G. In the event Contractor hires other persons or firms to perfom1 some of the work related to this Agreement , Contractor shall ensure, and certify to Anaheim in writing that: (i) the acts or omissions of such persons or firms are covered under the above-referenced liability insurance ; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Contractor under this Agreement ( except for firms which are not perfonning professional services-such firms shall not be required to carry the above-referenced professional liability insurance) ; and in either instance, Contractor shall provide, or cause to be provided , evidence of such insurance coverage , reasonably acceptable to Anaheim.

H. ANAHEIM 's Risk Manager is hereby authorized to amend the requirements set forth herein in the event she detem1ines that such amendment is in ANAHEIM 's best interest. Any such amendment shall be handled and granted as an exception to the stated contract terms.

XV. NOTICES; PARTY REPRESENTATIVES
All notices , demands or other writings to be made, given or sent hereunder , or which may be so given or made or sent by either Anaheim or Contractor to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses :
lfto Contractor :

StarTex Software LLC
Attention: Gary McDonald
800 Town and Country Boulevard, Suite 500
Houston , Texas 77024
FAX No. (832) 201-7300
Ifto Anaheim :

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

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

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

XVII. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto contain the entire agreement of Anaheim and Contractor with respect to the matters covered hereby, and no agreement , statement or promise made by either Anaheim or Contractor which is not contained herein , shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose . Exhibit 3 and Sections VII, IX and XII through XXXV and those sections which by their terms survive termination of this Agreement. For avoidance of doubt, no "click to accept " agreement that may be required for Anaheim to access to the Services or Contractor's website and no "terms of use" or "privacy policy " referenced therein or conditioned for use of the Services or Contractor's website shall modify the terms of this Agreement or have any binding effect.

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

XIX. [INTENTIONALLY OMITTED)
XX. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to Anaheim for entering into this Agreement is the professional reputation , experience and competence of Contractor. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of Anaheim. Any such purported assignment , transfer , encumbrance, pledge , sub-use , or permission given without such consent shall be void as to Anaheim . If Anaheim approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Contractor. Notwithstanding the foregoing , either Party may assign this Agreement to its successor , without the other Party 's consent , in the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity , as long as said successor assumes all liabilities and obligations hereunder.

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

Contractor shall be fully responsible to Anaheim for all acts and omissions of any approved subcontractor . Nothing in this Agreement shall create any contractual relationship between Anaheim and subcontractor nor shall it create any obligation on the part of Anaheim to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Anaheim is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and Anaheim pursuant to this Agreement.
16 XXII.

XXIII.

XXIV.

XXV.

XXVI.

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

B. All documents and materials furnished by Anaheim to Contractor shall remain the property of Anaheim and shall be destroyed or returned to Anaheim upon termination of this Agreement , for any reason.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by Anaheim or others on any other project. Further, any and all liability arising out of changes made to the documents and materials under this Agreement by Anaheim or persons other than Contractor , is waived against Contractor and Anaheim assumes full responsibility for such changes unless Anaheim has given Contractor prior notice and has received from Contractor written consent for such changes .

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

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

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

RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement.

Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to Anaheim , for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable . Contractor shall allow a representative of Anaheim to examine, audit and make transcripts or copies of such records and any other documents created, pursuant to this Agreement, during regular business hours. Contractor shall allow inspection of all work, data, Documents , proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.
[INTENTIONALLY OMITTED]

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

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

COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances , regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted .

In addition , all Services performed by Contractor shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements.
17 XXVII. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other tenn , covenant or condition contained herein, whether of the same or a different character.

XXVIII. CONFLICTS OR INCONSISTENCIES
XXIX.

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

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

XXX. AMENDMENTS
XXXI.

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

REMEDIES CUMULATIVE
The remedies given to Anaheim and Contractor herein shall be cumulative and are given without impairing any other rights given Anaheim or Contractor by statute or law now existing or hereafter enacted and the exercise of any one ( 1) remedy by Anaheim or Contractor shall not exclude the exercise of any other remedy.

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

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

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

XXXV. EXHIBITS
18 The following Exhibits, attached hereto and incorporated herein by reference , fonn a part of this Agreement:

Exhibit I - Statement of Work
Exhibit 2 - Support Services
Exhibit 3 - Order Fom1
The order in which the Agreement and Exhibits will be controlling as to rights the rights , duties, application , definition , and interpretation as follows: (I) Agreement , (2) Exhibit 3, (3) Exhibit 2, and (4) Exhibit 2. [SIGNATURE ON FOLLOWING PAGE]
19 IN WITNESS WHEREOF , the Parties accept and agree to the terms of this Agreement.

ANAHEIM CONTRACTOR
CITY OF ANAHEIM, a municipal corporation StarTex Software, LLC Gary McDonald, President and CEO
Date: __ ,_,_/_i_,--1/L__~_.., _'l._\ __ _
Date: _____ s__._1_n~,,_'2.t-----'------
APPROVED AS TO FORM:

ANAHEIM CITY ATTORNEY
BywlLOC
Daniel A. Ballin, Deputy City Attorney
142714
20 EXHIBIT 1

STATEMENT OF WORK
Activities
Additional activities required for initial Sandbox configuration include :
• Conduct Site Settings meeting with stakeholders (Customer and StarTex) • Identify and implement requested Form additions (Customer and StarTex) • Identify and create new Backing Lists (Customer and StarTex) • Identify and create new Document Libraries (Customer) • Identify (Customer) and create (StarTex) new Reports
• Modify existing reports to meet Customer's needs (Customer and StarTex) • Conduct Gap Analysis meeting with stakeholders (Customer and StarTex) Proc esses in Scop e
• Site Settings Meeting
• Gap Analysis Meeting
• Form Configuration
• Report Configuration
Modules in Scope
As a response to the City of Anaheim RFP modules identified are those in bold in the below table. Because City of Anaheim has decided on the Enterprise License Bundle other modules could also be roll out either as a phase I or later. To be discussed when the implementation starts.

Aspects and Impacts Onboarding
Audit Management Performance Management
Corrective Actions Performance Management
Chemical Inventory Permitted Work
Claims Management Quality Management
Compliance Tasks Safety Drill
Hazard and Risk Safety Meetings
Health Encounter SDS Management
Incident Management Skills Management
Industrial Hygiene Sustainability
Journey Management Training Management
Lessons Learned Vendor Management
Man-Hours Waste Management
Management of Change Work Observations
Objectives
Deliver ables for this Engagement
• EHS Insight Sandbox , with Customer's Site Settings
• Initial Form Changes as identified by Customer , included in the fixed cost stated in this SOW. No additional charges from this action.
• Initial Report Changes/Creation, included in the fixed cost stated in this SOW. No additional charges from this action.
• Additional Configuration, Historical Data, Integrations and Go-Live are included in the fixed cost stated in this SOW .
21 StarTex and Customer must work collaboratively to achieve success on this project. Responsibility for many of the above deliverables is shared and dependent on collaboration. Customer will make required resources available to test/confirm delivery of above to specifications as identified.

Assumptions
• Customer will provide access to StarTex's authorized resources to production systems as required and will be responsible for the coordination of meetings and meeting schedules and ensuring attendance and participation of Customer resources.
• StarTex will have access to Customer's key project resources as reasonably required. • Customer will provide decision makers for Site Settings meeting in order to configure their Sandbox. • Customer will be prepared to make decisions regarding workflows , business logic, and data collection needs. • Integrations via RESTful API will be performed by Customer.

Milestones
Project Tasks
Site Settings
and Gap
Analysis
Meetings
Form
Configuration
Report
Configuration
Historical
Data
Migration
Go Live
Deliverables

1. Documented Site Settings per Customer
decision-makers

2. Sandbox EHS Insight instance with desired
Site Settings

1. Configured in-scope form modules per
Customer's requests (add user-defined fields)

2. Site containing necessary backing lists related
to form changes

3. Data population / modification in related lists
( expected to be collaborative effort) - except
historical data migration

1. Alterations to product reports per Customer's
requests

2. Creation of new reports as identified during
this SOW

1. Complete the historical data migration and
prepare for Go Live

1. Full switch over to new production site
Target date1
Within two (2) business
weeks of contract execution
Within six (6) business weeks
of contract execution (four
weeks after previous)
Within eight (8) business
weeks of contract execution
(two weeks after previous)
Within ten (10) business
weeks of contract execution
(two weeks after previous)
Within twelve (12) business
weeks of contract execution
(two weeks after previous)
Roles and Responsibilities
Responsible Role
Party
Customer HSE Stakeholders
Responsibilities
I. Work with Vendor to request Form and Report
changes

2. User Acceptance Testing of configurations
1 All Business Week based estimates are calculated from the Monday following the contract execution. 22 Customer
StarTex
Project Tasks
Site Settings
and Gap
Analysis
Meetings
Form
Configuration
Report
Configuration
Historical Data
Migration
Go Live
IT Resources
Vendor Consultants
Deliverables
I . Extract File Attachments from SharePoint system
into EHS Insight Reporting Database
a. Process testing only

2. Create and maintain automated process to sync
Users/Contacts into EHS Insight
a. Process testing only

1. Perfonn Fonn / Report changes as communicated
by Customer to the Project Manager in writing.

2. Communicate I track requested product feature
status via weekly Work in Process reports sent to
all members of the team addressing, progress,
issues, suggestions, other notable information.

3. Assist Customer IT with API integration points

4. Enterprise support / assistance as-needed with
data loading, customizations and report creation

1. Documented Site Settings per Customer decision-makers Sandbox EHS Insight instance with desired Site Settings

1. Configured in-scope form inodules per Customer's requests (add user-defined fields)

2. Site containing necessary backing lists related to form changes Data population/ modification in related lists (expected to be collaborative effort) - except historical data migration

1. Alterations to product reports per Customer's requests Creation of new reports as identified during this SOW
Complete the historical data migration and prepare for Go Live New production site is up and running.

Acceptance Criteria
Deliverable Acee tance Criteria

1. Sandbox Instance

2. Form Configuration
To be accepted post Site Settings meeting when identified Customer Site Administrators are able to login.

Customer will verify that documented/requested additions to product forms are perfonned and meet their expectations.

It is anticipated that additional Fonn Configuration will be requested as part of a Gap Analysis meeting as well as during the Term.
23 , ·

3. Report Configuration

4. Historical Data Migration

5. Go Live
Acceptance Procedure
Customer will verify that documented /requested report changes are perfom1ed and meet their expectations.

It is anticipated that additional Report Configuration will be requested as part of a Gap Analysis meeting as well as during the Term, which is included in the original fixed price cost Customer will verify data have been migrated into the new solution.

Customer will confirm production site is up and running and they can login, invite users , and run reports.

Contractor grants to Customer a ten (10) business day acceptance period ("Acceptance Period") commencing on the date completed Services are delivered to Customer. Customer shall have the right to reject the Services , in whole or in part, during the applicable Acceptanc e Period for Contractor 's failure to successfully meet the specifications and Acceptance Criteria as contained herein, with such determination to be made in Customer 's reasonable judgment.

At the end of the applicable Acceptance Period , if Customer has not rejected the Services, the Services shall be deemed to be accepted by Customer.

In the event Customer rejects the Services within the initial Acceptance Period, Contractor shall, upon receipt of written notice from Customer , be given an additional ten (10) day period to remedy any deficiency identified by Customer. In the event Contractor is unable to remedy said deficiency within this additional ten ( I 0) day period , Customer may, in its sole discretion, terminate this SOW in part with respect to Services not accepted , in which event Customer shall have no further obligations to Contractor with respect to such Services.

Both Customer and Contractor will use best efforts to resolve promptly and in good faith, any and all disputes that may arise in the course of the administration of the SOW.
24 EXHIBIT2

SUPPORT SERVICES

ENTERPRISE SUPPORT SERVICE LEVEL

1. Service Level Warranty. Subject to the exceptions set forth in the Agreement and this Exhibit , StarTex will use commercially reasonable efforts to provide the Subscription Services at or above the service levels defined below (the "Service Level Warranty "):
o StarTex will use commercially reasonable efforts to provide 99.9% availability for its Subscription Services (the "Availability Service Level "). The Availability Service Level is calculated by determining the total time in minutes for a month , subtracting all planned maintenance time, and then dividing all unplanned downtime of the Subscription Services by the remaining time and subtracting from one. StarTex 's obligations with respect to the Availability Service Level are in effect during all hours of operation , except during planned maintenance windows and any approved additional maintenance windows scheduled by StarTex .
o StarTex will notify Customer at least 3 days in advance of any additional planned maintenance occurring outside of the standard maintenance window and make efforts to accommodate Customer's needs regarding the additional maintenance requirement. StarTex will provide Customer as much notice as possible when unplanned ("Emergency ") maintenance occurs .
o Service requests must be submitted via web portal , e-mail or telephone. o StarTex will not be responsible for any hardware-related issues related to older mobile devices. We publish minimum recommended hardware specifications , StarTex will not be responsible for supporting poor performance on older , less performant devices .

2. Service Level Agreement. The following Service Level Agreement ("SLA") commitments shall be offered commencing in the first full calendar month following the completion of Licensee 's implementation .
o SLA for Initial Response Times :
■ Priority 1 Support Messages ("Urgent"). StarTex shall respond to Priority 1 Support Messages (currently defined as production system shut-down or severe restrictions in the StarTex productive system that prevent productive work) within two (2) hours of StarTex 's receipt of such Priority 1 Support Messages. ■ Priority 2 Support Messages ("High"). StarTex shall respond to Priority 2 Support Messages (currently defined as severe loss of functionality , significant restrictions in the StarTex productive system) within eight (8) hours of StarTex's receipt of such Priority 2 Support Messages.
■ Priority 3 Support Messages ("Normal" and "Low"). StarTex shall respond to Priority 3 Support Messages (currently defined as Normal-minor loss of functionality , moderate restrictions in the StarTex productive system-and Low-insignificant loss of functionality , with simple workarounds) within five (5) business days of StarTex's receipt of such Priority 3 Support Messages .
o SLA for Corrective Action Response Time for Support Messages ■ SLA for Corrective Action Response Time for Priority 1 Support Messages . StarTex shall escalate the ticket or provide a solution , work around or action plan for resolution ("Corrective Action ") of Licensee 's Priority 1 support message within eight (8) hours of StarTex 's receipt of such Priority 1 Support Messages. In the event an action plan is submitted to Licensee as a Corrective Action , such action plan shall include: (i) status of the error resolution process ; (ii) planned next steps , including 25 identifying responsible StarTex resources; (iii) required Licensee actions to support error resolution process; (iv) to the extent possible , due dates for StarTex's actions; and (v) date and time for next status update from StarTex . Subsequent status updates shall include a summary of the actions undertaken so far; planned next steps ; and date and time for next status update. The time for Corrective Action refers only to that part of the processing time when the support message is in the status "Open" at StarTex.
■ SLA for Corrective Action Response Time for Priority 2 Support Messages . StarTex shall escalate the ticket or provide a solution , work around or action plan for resolution ("Corrective Action ") of Licensee's Priority 2 support message within eight (8) business hours of StarTex 's receipt (twenty-four hours a day, seven days a week) of such Priority 2 Support Messages. In the event an action plan is submitted to Licensee as a Corrective Action, such action plan shall include: (i) status of the error resolution process; (ii) planned next steps, including identifying responsible StarTex resources ; (iii) required Licensee actions to support error resolution process .

Subsequent status updates shall include a summary of the actions undertaken so far; planned next steps; and date and time for next status update. The time for Corrective Action refers only to that part of the processing time when the support message is in the status "in-process" at StarTex.
■ SLA for Corrective Action Response Time for Priority 3 Support Messages. StarTex shall maintain a list of all outstanding Priority 3 support messages.

3. Remedies . In the event that StarTex fails to provide the Subscription Services at the level required by the Service Level Warranty , subject to the terms of this Exhibit , Customer may request a service credit equal to a percentage of the monthly fees paid for the Subscription Services in the amounts described in the table below (the "Remedies "). Service Credit Percentage for Availability for Subscription Services is a percentage of the Subscription Services fees for the month. Service Credit Percentage for Initial Response and Escalation of Support Requests is a percentage of Support Services fees for the month.

Availability for Subscription Services
Monthly Uptime Percentage Service Credit Percentage
<99.9% 10%
<95% 20%
Initial Response Within 2 Hours
Monthly Failures Service Credit Percentage
<5 10%
5 or more 20%
26 Escalation of Support Requests Within 8 Hours
Monthly Failures Service Credit Percentage
<5 10%
5 or more 20%
• Customer Must Request Remedies. In order to receive any of the Remedies, Customer must notify StarTex via email to [email protected] within seven (7) days from the time Customer becomes eligible to receive such Remedies. Failure to comply with this requirement will forfeit Customer 's right to receive such Remedies.
• Remedies Shall Not Be Cumulative; Maximum Remedy ; No Remedies if Delinquent. The Remedies set forth herein are Customer's sole and exclusive remedy for a breach of the Service Level Warranty. The aggregate maximum Remedy for any and all failures to provide Subscription Services at the level required by this Service Level Warranty that occur in a single calendar month shall not exceed one calendar month of fees . If Customer is late in making any payments owing pursuant to the Agreement at the time of the occurrence which would otherwise entitle Customer to Remedies, none of such Remedies shall be available to Customer.

4. Licensee Requirements for StarTex Enterprise Support Services. o StarTex Enterprise Support Services Program Management. Licensee shall designate an English speaking Enterprise Support Program Manager . Such Enterprise Support Program Manager shall cooperate with the designated StarTex Support Advisor to administer the terms of this Exhibit. Licensee 's designated Enterprise Support Program Manager shall be Licensee 's authorized representative empowered to make necessary decisions for Licensee or bring about such decision without undue delay.
o Other Requirements.
■ In order to receive Enterprise Support Services hereunder , Licensee must: (i) continue to pay all Enterprise Support Service Fees for the Software licensed under and in accordance with the Agreement ; (ii) otherwise fulfill its obligations under the Agreement and this Exhibit; and (iii) inform StarTex of planned changes to Licensee 's solution including changing form fields and use of the API . ■ Licensee agrees to promptly disclose to StarTex and maintain adequate and current records of all Modifications and, if needed to provide Enterprise Support Services, . provide such records to StarTex.
■ Licensee agrees to establish and maintain an internal Help Desk to provide first level support to Licensee 's Users. Such internal Help Desk(s) must be staffed with a sufficient number of support consultants trained in the support and administration of the StarTex Software during Licensee's normal working hours, but no less than eight hours a day, five days a week. All Users may have access to StarTex's support portal however , only Licensee's Help Desk employees are authorized to contact StarTex after attempting to resolve the matter. In the event Licensee does not establish and maintain a competent Help Desk in accordance with the above, StarTex reserves the right to increase Licensee's then current Enterprise Support percentage Subscription Fees then in effect.
27 ..
• Enterprise Support Fees shall be paid annually in advance and shall be specified in the Order Form. Enterprise Support Services offered by StarTex may be changed annually by StarTex at any time upon three months prior written notice. 28 ,,,·
. ....

EXHIBIT 3

ORDER FORM
EHS Insight Standard application for The City of Anaheim Annual Subscription for EHS Insight
EHS Insight application (unlimited users up to 350 employees) • Included Modules/functions (in bold) that meet RFP requirements and priced :

Aspects and Impacts On boarding
Audit Management Performance Management
Corrective Actions Performance Management
Chemical Inventory Permitted Work
Claims Management Quality Management
Compliance Tasks Safety Drill
Hazard and Risk Safety Meetings
Health Encounter SDS Management
Incident Management Skills Management
Industrial Hygiene Sustainability
Journey Management Training Management
Lessons Learned Vendor Management
Man-Hours Waste Management
Management of Change Work Observations
Objectives
• Action/Task Management (Corrective , Preventative, etc) • Document s (repository and control)
• Announcements/ Alerts
• Email notification s
• Dashboards and Reporting
• Offline mobile app capability (iOS, Android & Windows Mobile devices) Total 1'1 year annual subscription price:

Annual Hosting & EHS Insight Application Maintenance
• Hosting of the EHS Insight application software (SaaS) • Provisioning of all necessary hardware, third party software and network infrastructure Onboarding and Support Services
Enterprise Support (additional subscription amount per year) which includes:
• R apid Success Onboarding
• 24x7 support
• Free test/sandbox instance
• Up to 4 hours of Professional Services per month
29 Cost
$50,600 US**
Cost
Included in subscription
Included in subscriptior
**Notes
• All costs ore exclusive of, but subject to taxes at the prevailing rate. Any associated travel expenses are not included. • This quote does not include integration services that would require more effort , time and resources beyond what the system comes with standard.
• Initial brief "Train the Trainer" training is provided during the Onboarding Service.

Additional training can be requested for City of Anaheim users and provided via web meeting or in-person. The Training rate is $3,S00per day. • Modules in bold are the specific modules to meet the requirement of the City of Anaheim RFP Professional services are $200/hour rate in case The City of Anaheim would need more than the 4 hours a month free professional services, that come with Enterprise Support, to configure or create new forms for example. A sandbox will also be made available as well as customer reports in case more complex reports are required to supplement the existing set of standard reports delivered with EHS Insight.

Pricing is fully comprehensive. We don't know of any California taxes that may apply. Pricing is valid for 180 days.

Pricing here is a yearly subscription that includes licenses, maintenance and support and implementation (no extra cost).
30