1. License and Services Agreement with Inoria Inc — Anaheim City Council, September 10, 2024

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LICENSE AND SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) dated September 10, 2024, (for purposes of identification only), is made and entered into by and between the City of Anaheim, a municipal corporation (“Anaheim”), and Inoria Inc., a Quebec Corporation, (“Consultant”). Anaheim and Consultant are individually referred to herein as “ Party” and collectively as “Parties.” This Agreement shall take effect on the Effective Date as defined in Section 37.

RECITALS
A. Anaheim is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and B. Anaheim desires to engage Consultant’s services to provide license subscriptions, telephone carrier services, support services, and as-needed professional services; C. Consultant possesses the skill, experience, ability, background, certification s, and knowledge to provide the Services (defined below); and
D. Anaheim has solicited and received a proposal from Consultant , has evaluated the Consultant’s previous experience and expertise, and desires to retain Consultant to render the Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and conditions herein contained, the Parties agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT
A. Provide Genesys Cloud licenses, Genesys Cloud Voice telephone carrier services, support services, and professional services, to support Anaheim Public Utilities’ (APU’s) Genesys Cloud Contact Center solution which includes telephone communication, interactive voice response (IVR), interaction management, and related services (Purpose).

B. In compliance with all of the terms and conditions of this Agreement, Consultant shall provide to Anaheim all labor, materials, tools, services, and incidental and customary work necessary to fully and adequately supply the service s (which are more particularly described in the Exhibits, which are incorporated herein by this reference (“Services”)) necessary to accomplish the Purpose . The Anaheim Public Utilities General Manager (“General Manager”), in their sole discretion, may add, modify, or delete services from the scope of Services.

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2. TERM
Unless either Party terminates this Agreement pursuant to Section 24, t he term of this Agreement (“Term”) shall commence on the Effective Date as defined in Section 37 below, and shall continue for an initial term of five (5) years and four (4) months (“Initial Term”). The General Manager or designee is authorized to, by executing an extension letter to be signed by both Parties, extend the Term five times, with each extension extending the Term by twelve (12) months, as mutually agreed by both Parties as long as the total costs do not exceed 5% over the prior year’s total costs.

3. TIME OF PERFORMANCE
A. Time is of the essence in the performance of this Agreement and the S ervices shall be performed to completion in a diligent and timely manner . The failure by Consultant to perform the S ervices in a diligent and timely manner may result in termination of this Agreement by Anaheim.

B. The time period(s) specified for performance of the Services rendered , pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, 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, 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 Consultant shall within ten (10) days of the commencement of such delay notify the Anaheim ’s agreement administrator (“Agreement Administrator ”) in writing of the causes of the delay. The Agreement Administrator shall ascertain the facts and the extent of delay, and may extend the time for performing the Services for the period of the enforced delay if , in the judgment of the Agreement Administrator , such delay is justified. The Agreement Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, Consultant ’s sole remedy shall be an extension of the Agreement , pursuant to this Section, and Consultant shall not be entitled to recover damages against Anaheim.

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4. COMPENSATION
A. Anaheim shall pay Consultant for Genesys Cloud Licenses, Genesys Cloud Voice Carrier Services, and Support Services provided, pursuant to this Agreement, as set forth in Exhibit A, Service Order, and Exhibit B, Support Services, and any subsequent Service Order pursuant to Section 6.B., in combined annual amounts not to exceed the following for each term year (Annual License, Carrier, and Support Services Amount).

Item Year 1 Year 2 Year 3 Year 4 Year 5
Licenses, Carrier
Services, and
Support Services
$250,000.00 $250,000.00 $250,000.00 $275,000.00 $275,000.00

Year 1 includes an additional four (4) month Ramp Period as described in Exhibit A , Service Order, making the first year a sixteen (16) month period. Subsequent years are twelve (12) month periods each.

B. Anaheim shall pay Consultant for Work Orders and Service Orders for as needed professional services, pursuant to S ection 6.B , in an annual amount not to exceed SEVENTY-FIVE THOUSAND Dollars and no cents ($75,000.00) each term year (“Annual Professional Services Amount ”) plus any unused Annual Professional Services Amount balance from the prior term years.

Consultant professional service rates shall not exceed ONE HUNDRED EIGHTY DOLLARS and No Cents ($180.00) per hour during Agreement Term.

C. Except for increases authorized by Section 4.F (Additional Services) and any extension periods, the Parties understand and agree that full and complete payment for all Services (including, but not limited to, Service Orders, Work Orders, and Support Services ) during the Initial Term of this Agreement shall not exceed ONE MILLION SIX HUNDRED SEVENTY FIVE THOUSAND Dollars and no cents ($1,675,000.00). (“Contract Amount”).

D. Unless otherwise specified, Consultant and Anaheim agree that no changes to the rates set forth in the Exhibits shall be made during the Term without the prior written authorization of the General Manager or designee.

E. The Parties expect Consultant to deliver Services remotely without travel or other expenses. If there is a need for travel or other expenses, Anaheim shall reimburse Consultant for only those costs or expenses specifically approved by the General Manager or designee in writing and in advance.

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F. Additional Services
(1) If performance of the Services in furtherance of the Purpose result in incurring additional costs for expenses such as license overages, carrier usage above that which was expected, support services that exceed the scope of those established in Exhibit B, Support Services, or pre -approved reimbursable travel or other expenses, then Consultant shall present such costs in monthly invoices meeting the requirements of Section 4.G below.
(2) Costs for these Additional Services described in Section 4.F(1) shall not exceed twenty percent (20%) of the Annual License, Carrier, and Support Services Amount.

G. Consultant shall submit monthly invoices to Anaheim describing the services provided in the preceding month. Consultant’s invoices shall identify applicable license usage overage(s), telecommunications usage amounts, On-Demand rates identified in Exhibit A, or, if not in Exhibit A, the then-current rates published on Genesys’ website. In the case of professional services, invoices shall identify a short project or service description, the name of the person(s) who performed the work, the date(s) the services were performed, the number of hours spent on the work and hourly billing rate or fixed cost, and a description of any pre -approved reimbursable travel or o ther expenditures. Anaheim shall pay Consultant no later than thirty (30) days after approval of the invoice by Anaheim staff.

H. 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 contract items as a budget expenditure . Anaheim does not represent that any such budget item will actually be adopted by the City Council at that time . 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 monies paid and due for actual items delivered and Services provided.

5. ACCOUNT MANAGER
A. Consultant shall designate an account manager (“Account Manager”) who shall coordinate the Services. This Account Manager shall be available to Anaheim at all reasonable times during the Term of this Agreement. The Account Manager shall be responsible during the Term of this Agreement for directing activities of Consultant in delivery of Services and shall facilitate service escalations for Anaheim when necessary.

B. At Anaheim’s request, Consultant shall promptly remove from the Services any personnel or subconsultant (if any) who fail or refuse to perform the Services in a manner acceptable to Anaheim, or who Anaheim determines , in Anaheim’s sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, or a threat to the safety of persons or property. Consultant warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.

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6. ADMINISTRATION
A. This Agreement will be administered by the Anaheim Public Utilities Department. The following employees of the Anaheim Public Utilities Department shall be authorized to take the following actions pursuant to this Agreement:
(1) The General Manager is authorized to take any action on behalf of Anaheim as set forth herein in this Agreement, including, but not limited to, extension of the Term pursuant to Section 2, and termination of the Agreement on behalf of the Anaheim in accordance with Section 24. Except for termination of the Agreement, the General Manager may authorize a designee to take actions on behalf of the General Manager. (2) Anaheim shall identify the Agreement Administrator by written notice to Consultant.

Anaheim may change the Agreement Administrator at any time and will provide Consultant written notice as soon as it is practical.
(3) The Agreement Administrator shall have the power to act on behalf of Anaheim for review and approval of all S ervices performed by Consultant under this Agreement .

The Agreement Administrator may initiate and approve Work Orders, Service Orders, and, in any term extensions, increases of C onsultant rates not to exceed five percent (5%) over the prior year.
(4) The Agreement Administrator is not authorized to terminate Services under this Agreement.

B. Work Orders and Service Orders
(a) The General Manager or designee, or the Agreement Administrator, may initiate a written request for a Work Order or Service Order (“Work Order Request” or “Service Order Request”). Consultant shall respond to Work Order Requests or Service Order Requests in a timely manner. The General Manager or designee, or Agreement Administrator, may then approve the Work Order or Service Order that is generated from a Work Order Request or Service Order Request. (b) “Work Order” means a written agreement between the Parties for anticipated services (including as -needed professional services) that are necessary to accomplish the Purpose. Work Orders are incorporated into this Agreement. Work Orders may be on either a Time and Materials (T&M) basis, or a fixed price. The Parties will jointly develop a Work Order document that describes, among other things, the following: Summary Title, Detailed Description, Business Objective(s), Task List, Deliverables, Performance Sch edule, Resources, Constraints, Assumptions, Costs (including a breakdown, if applicable), and Payment Schedule.

Anaheim will reimburse Consultant for actual travel costs and expenses required to perform Services required by a Work Order, as long as Anaheim approves the travel costs and expenses prior to the Consultant incurring reimbursable travel and expenses. Consultant shall not bill Anaheim for travel and expenses that are not pre-approved by Anaheim.

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(c) “Service Order” means a written agreement between the Parties for the purchase of software licenses or service subscriptions or telephone carrier services , and is incorporated into this Agreement.
(d) Upon the Parties’ execution of a Work Order or other time expressly indicated in the Work Order, Consultant shall commence performance of services required by the Work Order. If, however, in the General Manager’s or designee’s, or Agreement Administrator’s determination that an emergency requires immediate work, the General Manager or designee, or Agreement Administrator may, in an email or facsimile, authorize up to eight (8) hours of services. The Parties shall memorialize the authorization by executing a Work Order within a reasonable time thereafter. (e) Upon the Parties’ execution of a Service Order or other time expressly indicated in the Service Order, Consultant shall fulfill Anaheim’s requirements stated in the Service Order.
(2) Except for the authority granted the General Manager or designee , or Agreement Administrator in this Section 6, Consultant shall not render any Services beyond the scope of this Agreement, or provide any subscriptions or licenses, unless such Services, subscriptions, or licenses, are first approved in a Work Order, Service Order, or written amendment to this Agreement.

7. STANDARD OF CARE
A. Consultant shall perform all Services under this Agreement in a skil lful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.

Consultant warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement ; all applicable federal, state and local laws; and the professional standard of care.

B. Consultant represents and warrants to Anaheim that it has, shall obtain, and shall keep in full force in effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Anaheim business license during the Term.

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8. FAMILIARITY WITH WORK
By executing this Agreement, Consultant represents and warrants that Consultant: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the S ervices should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the S ervices under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by Anaheim, Consultant shall immediately inform Anaheim of such fact and shall not proceed except at Consultant ’s risk until written instructions are received from Anaheim.

9. INDEPENDENT CONTRACTOR
A. Neither Anaheim nor any of its employees shall have any control over the manner, mode or means by which Consultant , its agents or employees, perform the Services , except as otherwise set forth herein. Except as expressly provided herein, Anaheim shall have no voice in the selection, discharge, supervision or control of Consultant ’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all Services 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. Consultant 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 deem ed to be a partner of Consultant in its business or otherwise or a joint venture or a member of any joint enterprise with Consultant.

B. In consideration for the compensation paid to Consultant by Anaheim, Consultant 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 Consultant agrees that it shall not sue or file a claim, petition or application therefor against Anaheim or any of its officers, employees, agents, representatives or sureties.

10. INSURANCE
A. Without limiting Anaheim’s right to indemnification, it is agreed that Consultant shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
(1) Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.

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(2) Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to Anaheim , in writing, at the inception of this Agreement.
(3) Commercial Automobile Liability Coverage , as required by California law, including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit. This coverage is waived for this Agreement as Consultant will not operate a vehicle in providing Services pursuant to this Agreement.
(4) Professional Liability Insurance, inclusive of Cyber Liability Insurance , in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to Anaheim, in writing, at the inception of this Agreement.

B. Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by Anaheim’s Risk Manager prior to the inception of the final Agreement.

C. Consultant agrees that this insurance shall not be voluntarily cancelled or limited in scope or coverage by Consultant 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. This does not apply to cancellation for non- payment of premium, which requires notice of not less than ten (10) days.

D. Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
(1) “It is agreed that any insurance maintained by Consultant pursuant to this Agreement shall be primary to, and not contribute with, any 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 insured 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.”

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E. Prior to commencing any work under this Agreement, Consultant shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Consultant shall provide Anaheim (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation accepta ble 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 Consultant shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.

F. In addition to other remedies Anaheim may have if Consultant 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:
(1) Order Consultant to stop work under this Agreement and/or withhold any payment(s) that become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof;
(2) Terminate this Agreement.

G. Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Consultant ’s failure to maintain insurance or secure appropriate endorsements.

H. Nothing herein contained shall be construed in any way as limiting the extent that Consultant may be held responsible for payments of damages to persons or property resulting from Consultant’s (or Consultant’s agent or sub-agent, if any) performance of the work covered under this Agreement.

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

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J. Anaheim’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in Anaheim’s best interest.

11. INDEMNIFICATION
A. As respects acts, errors or omissions in the performance of professional services, Consultant 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, directly arising out of the negligent acts, errors or omissions of the Consultant or any sub-agent in the performance of services under this Agreement.

B. As respects all acts, errors or omissions that do not arise directly out of the performance of services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, Consultant 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 Consultant’s (or Consultant’s Agent or Sub-Agent, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of Anaheim.

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

12. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify Anaheim , its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States ’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to Anaheim pursuant to this Agreement.

13. PERFORMANCE OF SERVICES
Consultant is responsible for keeping the Agreement Administrator and/or the Agreement Administrator’s designees informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.

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14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The P arties recognize that a substantial inducement to Anaheim for entering into this Agreement is the professional reputation, experience and competence of Consultant. 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, subuse, 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 Consultant.

15. SUBCONTRACTING
Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of Anaheim. Consultant 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. USE AND OWNERSHIP OF DOCUMENTS AND DATA
A. Anaheim shall furnish to Consultant such documents and materials as may be relevant and pertinent to the provision of Services hereunder as Anaheim may possess or acquire.

B. All documents and materials furnished by Anaheim to Consultant, pursuant to Section

16.A, shall remain the property of Anaheim and shall be returned to Anaheim upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of Anaheim, and Anaheim shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant’s sole cost and expense, provide such documents and material to Anaheim upon prior written request.

C. Documents and material prepared by Consultant , pursuant to this Agreement , are not intended or represented to be suitable for reuse by Anaheim or others on any other project.

Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at Anaheim’s sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant’s deliverables under this Agreement by Anaheim or persons other than Consultant, is waived against Consultant and Anaheim assumes full responsibility for such changes unless Anaheim has given Consultant prior notice and has received from Consultant written consent for such changes.

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17. CONFIDENTIALITY
A. “Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “ Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below). Confidential Information shall consist of all information, whether in written, oral, electroni c, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives ( “Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to Anaheim ’s individually identifiable customer information, and Anaheim’s customer usage data and financial data.

B. Consultant and Anaheim shall each hold the other ’s Confidential Information in confidence. Neither Party shall make the other’s Confidential Information available in any form to any third party or use the other ’s Confidential Information for any purpose other than 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 information. Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or discl osed 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 the Receiving Party w ithout use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein.

C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 17 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement it shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

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D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party, and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authoriz ed in writing by the Disclosing Party. Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibit ion on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party ’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential 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 disclose 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 assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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

G. Within two (2) weeks of the termination of this Agreement, Consultant will return to Anaheim or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcri ptions or any other form of material, without retaining any copy or duplicate thereof; provided that Consultant may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Confident ial Information and Consultant’s confidential obligations with respect to such information shall continue so long as such information is retained. Consultant shall certify in writing the destruction of the Confidential Information. Anaheim may perform an audit of Consultant’s records to confirm the return or destruction of the Confidential Information. Anaheim shall have this audit right for three (3) years after the termination of this Agreement.

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

18. FISCAL RECORDS AND AUDIT
A. Consultant shall keep records and invoices in connection with the Services. Consultant shall use recognized accounting methods in preparing such reports and invoices. Anaheim reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm who shall have the right to audit Consultant’s accounting procedures and internal controls of Consultant’s financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Consultant fails to provide supporting documentation satisfactory to Anaheim for costs charged, then Consultant agrees to reimburse Anaheim for those costs. Any such audit(s) shall be undertaken by Anaheim or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Consultant agrees to fully cooperate with any such audit(s).

Page 15 of 20 ends

B. This right to audit shall extend during the length of this Agreement and for a period of three (3) years, or longer if required by law, following the date of final payment under this Agreement. Consultant agrees to retain all necessary records/documentation for the entire length of this audit period.

C. Consultant will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Consultant ’s invoices and/or records shall be made within thirty (30) days from presentation of Anaheim ’s findings to Consultant . If Consultant fails to make such payment, Consultant agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Consultant reimburses Anaheim for any exception(s). If an audit inspection or examination in accordance with this article discloses overcharges (of any nature) by Consultant to Anaheim in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of Anaheim’s audit shall be reimbursed to Anaheim by Consultant.

19. WITHHOLDINGS
Anaheim may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue the Services as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums and his decision shall be final. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that Anaheim earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.

20. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to Anaheim greater than what would have resulted if there were not errors or om issions in the Services performed by Consultant, the additional cost and expense shall be borne by Consultant . Nothing in this paragraph is intended to limit Anaheim ’s rights under the law or any other sections of this Agreement.

21. ANAHEIM’S RIGHT TO EMPLOY OTHER CONSULTANTS
Consultant acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive, and that Anaheim may enter into similar agreements with other entities for the provision of similar services.

Page 16 of 20 ends

22. CONFLICTS OF INTEREST
Consultant agrees to comply with any provisions of the California Political Reform Act of 1974 (“Act”) that might apply to its provision of Services pursuant to this Agreement. Failure to comply with the Act constitutes a material breach and is grounds for immediate termination of this Agreement by Anaheim. Consultant shall indemnify and hold harmless Anaheim for any and all claims for damages resulting from Consultant’s violation of this Section.

23. NOTICES
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 Consultant 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:

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

With copies to: Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805

To Consultant: Joe Bigio, Co-founder and Executive Vice President Inoria Inc.
1255 Phillips Square, Suite 307
Montreal, Quebec, Canada H3B 3G1
Each Party may change its address or FAX for notice by providing written notice to the other in accordance with this Section.

24. ENFORCEMENT OF AGREEMENT
A. Events of Default.
(1) For purposes of this Section 24, the word “Default” shall mean the failure of a party to perform any of the Party’s duties or obligations , or the Party’s breach of any of the terms and conditions set forth in this Agreement.

Page 17 of 20 ends

(2) Consultant shall be deemed to be in Default upon Consultant ’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing) ; or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Consultant’s assets or of Consultant’s interests hereunder. (3) Anaheim shall not be deemed to be in Default in the performance of any obligation required to be performed by Anaheim hereunder unless and until Anaheim has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Consultant specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Anaheim’s obligation is such that more than thirty (30) days are required for its performance, then Anaheim shall not be deemed to be in Default if Anaheim shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.

B. Immediate Termination for Consultant ’s Default. In the event of any Default by Consultant, Anaheim may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Consultant of written notice from Anaheim . In such event, Consultant shall have no further rights hereunder, and Anaheim shall have all other rights and remedies as provided by law.

C. Termination Without Cause. Anaheim may terminate this Agreement at any time without the necessity of cause or Default by giving thirty (30) days’ notice in writing to Consultant.

In such event, the Parties shall have no further rights hereunder, except that Consultant shall be paid for all services adequately rendered prior to such termination. Consultant may not terminate this Agreement except for cause.

D. Consultant shall not be relieved of liability to Anaheim for damages sustained by Anaheim by virtue of any breach of Agreement by Consultant , and Anaheim may withhold any payments to Consultant for the purpose of set -off until such time as the exact amount of damages due Anaheim from Consultant is determined. In addition, Anaheim may pursue all remedies available under law for breach of this Agreement. The waiver by either party of any breach to this Agreement shall not constitute a waiver as to any succeeding breach.

E. The General Manager is authorized to terminate this Agreement on behalf of Anaheim in accordance with the provisions of this Section 24.

Page 18 of 20 ends

25. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable local , county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Agreement Administrator.

26. 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 term, covenant or condition contained herein, whether of the same or a different character.

27. INTEGRATED CONTRACT
This Agreement and the E xhibits hereto cont ain the entire agreement of Anaheim and Consultant with respect to the matters covered hereby, and no agreement, statement or promise made by either Anaheim or Consultant which is not contained herein, shall be valid or binding. No prior agreement, understanding or repres entation pertaining to any matter s covered hereby shall be effective for any purpose.

28. CONFLICTS OR INCONSISTENCIES
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.

29. INTERPRETATION
Each Party acknowledges that 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.

30. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both Consultant and Anaheim, and approved as to form by the Anaheim City Attorney’s Office.

31. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Page 19 of 20 ends

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

33. 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.

34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, California.

35. DISCRIMINATION
Consultant 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 S ervices or hiring of subcontractor s or employees. To the extent this Agreement provides that Consultant offer accommodations or services to the public, such accommodations or servic es shall be offered by Consultant to the public on fair and reasonable terms. Digital signatures obtained t hrough DocuSign shall be considered valid and binding as though signed in ink.

36. 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. Consultant shall, at Anaheim’s request, deliver a certified copy of it s governing board’s resolution or certificate authorizing or evidencing such execution.

37. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by Anaheim (“Effective Date”).

Page 20 of 20 ends

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

CITY OF Anaheim,
DATE: ______________________ a municipal corporation

By: ________________________________
Dukku Lee,
Public Utilities General Manager

ATTEST
DATE: _______________________

By: ________________________________
Theresa Bass, City Clerk

INORIA INC.

DATE: ____________________________ By: __________________________________ Joe Bigio
Co-founder and Executive Vice President

APPROVED AS TO FORM:

ANAHEIM CITY ATTORNEY’S OFFICE

By: ______________________________
Teresa Chen
Deputy City Attorney

Service Order
EXHIBIT A - 1

EXHIBIT A

SERVICE ORDER

SERVICE ORDER
Inoria Inc.
1255 Phillips Square #307
Montreal (QC) H3B 3G1

Customer: City of Anaheim
Quote Number: 48761831

This Service Order is pursuant to the License and Services Agreement dated September 10, 2024, between Inoria Inc. (Inoria) and the City of Anaheim (Anaheim) (Agreement). The Effective Date of this Service Order shall be the Effective Date of Agreement.

Initial Subscription Term Renewal Subscription Term
3 years 4 months Years 4 and 5 Automatically Renew Annually; Extension Letter Required Thereafter

Payment Terms Billing Period Currency
Net 30 days Annually for Committed Subscriptions,
Monthly for On-Demand and Telephone
Carrier Services
USD

Ramp Period (Months)
4 "Ramp Period" means a period that Genesys offers Customer for onboarding and gaining access to the Cloud Services. Ramp Period begins upon execution of this Services Order.

During the Ramp Period, Customer will not be charged for its usage of the Genesys licenses identified in the Subscription Fees section of this Services Order (except for AppFoundry licenses), but will be charged for any one-time fees, telecommunications charges, messaging fees, third -party fees (including AppFoundry license fees), and taxes. The Billing Period is annual, and the first year of committed annual subscription fees will be invoiced upon execution of this Services Order, unless otherwise stated in this Services Order. The Customer's full committed quantities will apply beginning on expiration of the Ramp Period.

After the Ramp Period, if Customer's actual usage in a month exceeds the committed monthly quantity set forth in the Services Order, Customer will be invoiced for such excess at the OnDemand fee listed in this Services Order.

Subscription Year 1 to Year 3

The License Term of Year 1 shall begin upon Service Order Effective Date and be sixteen (16) months (Ramp Period of 4 months plus 12 months). Licenses that do not qualify for the no usage charges during the Ramp Period shall be billed pro-rated for 16 months if committed on initial invoice or monthly.

License Term of subsequent years shall be twelve (12) months each.

Service Order
EXHIBIT A - 2
License Subscription Fees (Committed, Billed Annually)
Name Description .QTY Monthly Unit
Price
Annual Price
Genesys Cloud CX 3
PC-170-NV-USR3
Named User. Includes Genesys Cloud CX
2 Features and functionality. Adds
Screenshare, Co-browse, and advanced
workforce management features of speech
& text analytics, gamification, workforce
management, customer satisfaction
surveys, coaching, development, and
feedback modules.

50 $ 125.63 $ 75,378.00
Genesys Cloud
Communicate
Stand-alone
Phone PC-170-

NV- USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
11 $ 8.11 $ 1,070.52
SOAP Adapter for
Genesys Cloud-

GC- PS-AF
AppFoundry
GCAFPPS-170-NV-
SOAPA
Appfoundry Vendor Name: Genesys
Professional Services. While most modern
APIs support REST based requests using
JSON, there are some that still only support
SOAP based requests using XML. For
applications like Genesys Cloud that only
support communicating with REST based
APIs, it makes it difficult to integrate with
applications that only provide
SOAP based
APIs. The REST to SOAP API helps close
that gap. It acts as the middleware between
an application that only supports REST and
an API that only supports SOAP. Pricing is
based on sets of 500,000 requests per
month. If you need 500,000 or less
purchase 1 license. For 500,000-1,000,000
purchase 2, etc.
1 $ 3,000.00 $ 36,000.00
Total Committed Annual License Subscription Fees Years 1 - 3 $112,448.52

On-Demand Subscription Pricing (for Overages, Billed Monthly) Name Description Monthly Unit
Price

$ 125.63
Genesys Cloud
Communicate Stand-
alone Phone
PC-170-NV-

USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
$ 8.11
Service Order
EXHIBIT A - 3
On-Demand Subscription Pricing (for Overages, Billed Monthly) Name Description Monthly Unit
Price

SOAP Adapter for
Genesys Cloud-

One-Time Fees
Name Description QTY Monthly Unit
Price
Annual Price
Agent Platform (AP)
Subscription
3GP115597ACFA
Agent Platform (AP) Subscription
provides a single named individual
access defined within the subscription for
a 12-month period, beginning upon the
provision of the Services (including the
Ramp Period, if applicable) or
Amendment Services Order start date.

Agent Platform (AP) Subscriptions are
non- transferable. See Beyond terms and
conditions for details:
https://beyond.genesys.com/explore/term
s- and-conditions
50 $ 0.00 $ 0.00
Technical Learning
Subscription (GC)
3GP110766ABAA
Technical Learning Subscription (GC)
provides a single named individual
access defined within the subscription for
a 12-month period, beginning upon the
provision of the Services (including the
Ramp Period, if applicable) or
Amendment Services Order start date.

Technical Learning (GC) Subscriptions
are non-transferable. See Beyond terms
and conditions for details:
https://beyond.genesys.com/explore/term
s-and- conditions
3 $ 0.00 $ 0.00
Partner PureSuccess
PCL-P-O_PureSuccess
The Genesys Partner Success Program
provides you with the tools and resources
you need to bring your CX vision to life.
1 $ 0.00 $ 0.00

Service Order
EXHIBIT A - 4
Telephone Carrier Services (Billed Monthly)
Genesys Cloud Voice
PV-170-NV-PCVOICE
Genesys Cloud Voice Service. Charges
Based on Usage.

Usage Genesys Rates
Subscription Year 4

Subscription Fees (Committed, Billed Annually)
Name Description QTY Monthly Unit
Price
Annual Price
Genesys Cloud CX 3
PC-170-NV-USR3
Named User. Includes Genesys Cloud CX
2 Features and functionality. Adds
Screenshare, Co-browse, and advanced
workforce management features of speech
& text analytics, gamification, workforce
management, customer satisfaction
surveys, coaching, development, and
feedback modules.
50 $ 138.19 $ 82,914.00
Genesys Cloud
Communicate
Stand-alone
Phone
PC-170-NV-

USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
11 $ 8.92 $ 1,177.44
SOAP Adapter for
Genesys Cloud-

GC- PS-AF
AppFoundry
GCAFPPS-170-NV-
SOAPA
Appfoundry Vendor Name: Genesys
Professional Services. While most modern
APIs support REST based requests using
JSON, there are some that still only support
SOAP based requests using XML. For
applications like Genesys Cloud that only
support communicating with REST based
APIs, it makes it difficult to integrate with
applications that only provide SOAP based
APIs. The REST to SOAP API helps close
that gap. It acts as the middleware between
an application that only supports REST and
an API that only supports SOAP. Pricing is
based on sets of 500,000 requests per
month. If you need 500,000 or less purchase
1 license. For 500,000-1,000,000
purchase 2,
etc.
1 $ 3,300.00 $ 39,600.00
Total Committed Annual License Subscription Fees Year 4 $123,691.44

On-Demand Subscription Pricing (for Overages, Billed Monthly) Name Description Monthly Unit
Price

Genesys Cloud CX 3
PC-170-NV-USR3
Named User. Includes Genesys Cloud CX 2
Features and functionality. Adds
Screenshare, Co-browse, and advanced
workforce management features of speech
& text analytics, gamification, workforce
management, customer satisfaction
surveys, coaching, development, and
feedback modules.
$ 138.19
Service Order
EXHIBIT A - 5
On-Demand Subscription Pricing (for Overages, Billed Monthly) Name Description Monthly Unit
Price

Genesys Cloud
Communicate Stand-
alone Phone
PC-170-NV-

USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
$ 8.92
SOAP Adapter for
Genesys Cloud-

GC- PS-AF
AppFoundry
GCAFPPS-170-NV-
SOAPA
Appfoundry Vendor Name: Genesys
Professional Services. While most modern
APIs support REST based requests using
JSON, there are some that still only support
SOAP based requests using XML. For
applications like Genesys Cloud that only
support communicating with REST based
APIs, it makes it difficult to integrate with
applications that only provide SOAP based
APIs. The REST to SOAP API helps close
that gap. It acts as the middleware between
an application that only supports REST and
an API that only supports SOAP. Pricing is
based on sets of 500,000 requests per
month. If you need 500,000 or less purchase
1 license. For 500,000-
1,000,000 purchase 2,
etc.
$ 3,300.00

One-Time Fees
Name Description QTY Monthly Unit
Price
Annual Price
Partner PureSuccess
PCL-P-O_PureSuccess
The Genesys Partner Success Program provides you
with the tools and resources you need to bring your
CX vision to life.
1 $ 0.00 $ 0.00

Telephone Carrier Services (Billed Monthly)
PureCloud Voice
PV-170-NV-PCVOICE
PureCloud Voice Service. Charges Based
on Usage.

Usage Genesys Rates
Subscription Year 5

Subscription Fees (Committed, Billed Annually)
Name Description QTY Price Annual Price
(USD)
Genesys Cloud CX 3
PC-170-NV-USR3
Named User. Includes Genesys Cloud CX
2 Features and functionality. Adds
Screenshare, Co-browse, and advanced
workforce management features of speech
& text analytics, gamification, workforce
management, customer satisfaction
surveys, coaching, development, and
feedback modules.
50 $ 149.25 $ 89,550.00
Service Order
EXHIBIT A - 6
Genesys Cloud
Communicate
Stand-alone Phone
PC-170-NV-

USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
11 $ 9.63 $ 1,271.16
SOAP Adapter for
Genesys Cloud-GC-
PS-AF AppFoundry
GCAFPPS-170-NV-
SOAPA
Appfoundry Vendor Name: Genesys
Professional Services. While most modern
APIs support REST based requests using
JSON, there are some that still only support
SOAP based requests using XML. For
applications like Genesys Cloud that only
support communicating with REST based
APIs, it makes it difficult to integrate with
applications that only provide SOAP based
APIs. The REST to SOAP API helps close
that gap. It acts as the middleware between
an application that only supports REST and
an API that only supports SOAP. Pricing is
based on sets of 500,000 requests per
month. If you need 500,000 or less purchase
1 license. For 500,000-
1,000,000 purchase 2,
etc.
1 $ 3,564.00 $ 42,768.00
Total Committed Annual License Subscription Fees Year 5 $133,589.16

On-Demand Subscription Pricing (for Overages, Billed Monthly) Name Description Monthly Unit
Price

Genesys Cloud CX 3
PC-170-NV-USR3
Named User. Includes Genesys Cloud CX
2 Features and functionality. Adds
Screenshare, Co-browse, and advanced
workforce management features of speech
& text analytics, gamification, workforce
management, customer satisfaction
surveys, coaching, development, and
feedback modules.
$ 149.25
Genesys Cloud
Communicate Stand-
alone Phone
PC-170-NV-

USCOMSAP
Stand-alone phone with an extension
assigned. Typically used for conference
rooms and lobby phones.
$ 9.63
SOAP Adapter for
Genesys Cloud-GC-
PS-AF AppFoundry
GCAFPPS-170-NV-
SOAPA
Appfoundry Vendor Name: Genesys
Professional Services. While most modern
APIs support REST based requests using
JSON, there are some that still only support
SOAP based requests using XML. For
applications like Genesys Cloud that only
support communicating with REST based
APIs, it makes it difficult to integrate with
applications that only provide SOAP based
APIs. The REST to SOAP API helps close
that gap. It acts as the middleware between
an application that only supports REST and
an API that only supports SOAP. Pricing is
based on sets of 500,000 requests per
month. If you need 500,000 or less purchase
1 license. For 500,000-
1,000,000 purchase 2,
etc.
$ 3,564.00
Service Order
EXHIBIT A - 7

One-Time Fees
Name Description QTY Monthly Unit
Price
Annual Price
Partner PureSuccess
PCL-P-
O_PureSuccess
The Genesys Partner Success Program
provides you with the tools and resources
you need to bring your CX vision to life.
1 $ 0.00 $ 0.00

Telephone Carrier Services (Billed Monthly)
PureCloud Voice
PV-170-NV-PCVOICE
PureCloud Voice Service. Charges Based
on Usage.

Usage Genesys Rates

Telephone Carrier Services
Inoria will bill Anaheim on a monthly basis for Anaheim’s actual Genesys Cloud Voice telephone carrier services used at the then-current rates charged by Genesys as published on the Genesys website at https://help.mypurecloud.com/articles/genesys-cloud-voice-pricing. Telephone Carrier Services include, but are not limited to, inbound phone calls, outbound phone calls, government taxes and regulatory fees, purchase and service of DID phone numbers.

Genesys Cloud Resources Terms
Below are a list of Genesys Cloud resources and links to Genesys policies, terms, and documentation as of Agreement Effective Date.

Resource services Links
Basic IVR Usage Customers can use up to the “fair use” basic IVR amounts allocated by user without being charged. For allocation amounts, see IVR Usage at https://help.mypurecloud.com/articles/IVR- usage.

Data Storage Customers can use up to the “fair use” storage amounts allocated by user without being charged.

For allocation amounts, see Data Storage Usage at https://help.mypurecloud.com/articles/data- storage-usage.

AI Experience Tokens AI Experience Tokens are consumed to cover the usage of Genesys AI products. This list of products may adjust over time. The information on Genesys Cloud AI Experience tokens metering and pricing can be found at https://help.mypurecloud.com/articles/genesys -cloud-ai- experience-tokens-metering-and-pricing.

API Usage Customers can use up to the “fair use” API request count allocated by user without being charged. For allocation amounts, see API On-Demand Charge at https://help.mypurecloud.com/articles/api-on-demand-charge.

Basic Voice Transcription Customers can use the "fair use" voice transcription minutes allocated by user without being charged. See Fair Use Voice Transcription Charges at https://help.mypurecloud.com/articles/fair- use-voice-transcription-charges.

BYOC Charges Customers can use up to the “fair use” BYOC Cloud amounts allocated by user without being charged. For allocation amounts, see BYOC Cloud Pricin g at https://help.mypurecloud.com/articles/byoc -cloud-pricing.

Wallboard Customers may configure one Wallboard Account within PureCloud at no charge.

Subsequently configured Wallboard Accounts are charged at the rates quoted. Information on how to configure a Wallboard Account is located here: Create a Wallboard Account at https://help.mypurecloud.com/articles/create-a-wallboard-account.

Predictive Engagement Genesys Cloud 2 and Genesys Cloud 3 subscriptions include access to Altocloud, a real-time journey analytics platform that observes and analyzes visitors on PureCloud customer websites. Pricing and instructions to configure and activate Altocloud are located here: Predictive Engagement Event Pricing at https://help.mypurecloud.com/articles/predictive-engagement-event- Service Order
EXHIBIT A - 8
Resource services Links
pricing.

PureCloud Short Message
Service (SMS)
Available to PureCloud 2 Users, PureCloud 3 Users, or Agents with the Genesys Cloud 1 User Digital Upgrade II , see Messaging Pricing at https://help.mypurecloud.com/articles/messaging- pricing.

Genesys Cloud 3rd Party
Messaging (WhatsApp,
Facebook, Instragram,
Twitter, LINE, etc.)
Available to Genesys Cloud CX 2, Genesys Cloud CX 3 or Agents with the Genesys Cloud CX 1 Digital II Upgrade. For pricing , see Messaging Pricing at https://help.mypurecloud.com/articles/messaging- pricing.

WhatsApp Customers using WhatsApp Business Solution via Genesys agree to be in compliance with the
WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms) at all times when accessing and using the WhatsApp Business Solution via Genesys. Initial and continued access to the WhatsApp Business API is subject to approval and ongoing review by WhatsApp.

Instagram Customers using Instagram Direct Messaging agree to be in compliance with the Instagram Terms of Use (https://help.instagram.com/581066165581870/?helpref=uf_share).

Customers are expressly prohibited from storing or enabling any third party to store ephemeral images, videos, or other media received as a result of an Instagram Story Mention. This includes any Facebook CDN URLs, ephemeral content exposed by such URLs, and creating Screen Recordings of such media. Customers must not use Genesys Screen Recording or other recording tools in a manner which permits capturing Instagram Story Mention media content. The Customer understands Genesys will not persist ephemeral Instagram Story Mention content in any conversation or message transcripts and ephemeral content may be unavailable for Quality Management review or for any future purpose or feature. Instagram Story Mentions (https://developers.facebook.com/docs/messenger- platform/instagram/features/story-mention). Customers also understand that any unsent Instagram Direct Messages from end-consumers to Genesys Cloud agents, may be deleted by Genesys and may not be visible to agents as part of their Instagram interactions within Genesys Cloud. Unsending Instagram Direct Messages
(https://help.instagram.com/491370017690934/?helpref=uf_share).

Bring Your Own
Technology Charges
BYO (Bring Your Own) Technology Integration enabling customer to integrate third party services into PureCloud. Charged per invocation. For per invocation costs, see BYO Technology Services Model Per Turn Minute Rate at https://help.mypurecloud.com/articles/bring- your-own- technology-services-model-per-turn-minute-rates.

BYOC Premises Usage
Charges
For each active BYOC Premises Edge in your organization, you will incur a monthly usage charge. For additional information and pricing, see Hardware Usage Charge at https://help.mypurecloud.com/articles/hardware-usage-charge.

PureCloud Voice The PureCloud Voice rate table is described at PureCloud Voice Pricing (https://help.mypurecloud.com/articles/purecloud- voice-pricing). Any use of the PureCloud Voice Services will be governed by the terms found at Addendum Exhibits Genesys Cloud Voice Service (https://help.mypurecloud.com/articles/addendum -exhibits-genesys-cloud- voice-service).

Outbound Email Available to Genesys Cloud 2 Users and Genesys Cloud 3 users. Usage charges are incurred per Email sent. For Email usage pricing, see Email Usage Pricin g at https://help.mypurecloud.com/?p=271047 .

Bot Flows For use of Bot Flows on the voice channel, contents of interactions may be processed by Alphabet, Inc. Google Cloud Speech to Text and Google Cloud Text to Speech or Microsoft Azure Speech Services, depending on the language chosen by the customer. Customer data is only processed in real time by 3rd parties and is not stored. This processing will take place only in data centers located within the same region as the Genesys Cloud deployment, when possible. You can see the datacenter routing for Google and Microsoft in the Documentation.

AppFoundry Product
GCAFPPS-170-NV-SOAPA
Genesys SOAP Adapter. Partner Terms and Conditions at
https://ps.genesys.oncaas.com/ExpertApp_AF_Terms_and_Conditions.html apply.

AppFoundry Product
PC-170-NV-PCSUDX
Mindful Feedback Add-on AppFoundry. Partner Terms and Conditions at https://www.medallia.com/wp-content/uploads/pdf/Medallia-Subscription-Agreement.pdf apply.

Service Order
EXHIBIT A - 9
Resource services Links
AppFoundry Product
PC-170-NV-PCSUDXQE
Mindful Feedback Add-on Quickstart Enablement AppFoundry. Partner Terms and Conditions at https://www.medallia.com/wp-content/uploads/pdf/Medallia-Subscription-Agreement.pdf apply.

Renewals
After the initial three (3) year and four (4) month subscription term, the next two (2) renewal terms, Years 4 and 5, will each renew automatically.

Within the first half of Year 5, and each subsequent year during extension periods, Anaheim may request a quote for the upcoming renewal year. If the quote does not exceed 5% over the prior year, Anaheim may exercise the option to renew (extend) the subscription for a 12-month period by executing an extension letter signed by both Parties. After Year 5, the subscriptions may be extended up to five (5) times, each for twelve (12) month periods. Anaheim is not obligated to renew Genesys Cloud subscriptions with Inoria after Year 5, and, may, at Anaheim’s discretion, conduct a competitive procurement process for renewals.

Other Terms
The services in this Service Order do not include Internet or other network services required for Anaheim to access Genesys Cloud services.

Payment Terms
The costs set forth in this Service Order will be invoiced as follows:
▪ Committed Annual Subscriptions
Inoria will invoice Anaheim at least ninety (90) days prior to the renewal date for the upcoming subscription term year.
▪ On-Demand and Telephone Carrier Service Charges (usage-based) Inoria will invoice Anaheim in the month following usage of services. ▪ 100% of invoices due thirty (30) days from invoice receipt and approval by Anaheim staff.

Support Services EXHIBIT B - 1

EXHIBIT B

SUPPORT SERVICES

This Support Services exhibit is pursuant to the License and Services Agreement dated September 10, 2024, between Inoria Inc. (Inoria) and the City of Anaheim (Anaheim or Customer) (Agreement). Inoria will provide Anaheim Support Services for the Genesys Cloud Contact Center solution as described herein.
1 Commencement, Term, and Annual Renewal
Support Transition shall commence on the date that APU goes live with full production use of the Genesys Cloud Contact Center solution (Go Live) expected in December 2024, but to be determined by Anaheim. Support Services shall commence 30 days after Go Live and last for five (5) Support Year Terms.

The end of the first Support Year Term will be shortened or extended to align with the anniversary of the Genesys Cloud license renewal date so both Support Services and License renewals will be co-termed on the same day (Renewal Anniversary). Each successive Support Year Term after the first shall be (12) month periods. Support Year Terms will renew automatically on the Renewal Anniversary during the first five (5) years unless the Agreement is terminated per terms of the Agreement.

Support Year Terms may be renewed after the fifth year with an extension letter based on terms of the Agreement.
2 Support Transition
The first thirty (30) days of Support Services starting at Go Live will be a “Transition” period where primary Genesys Cloud support will be provided by Genesys Professional Services through a separate agreement between Anaheim and Carahsoft Technology Corp. During the Transition period, Genesys Professional Services will provide knowledge transfer to Inoria on APU’s implementation of Genesys Cloud. Inoria will learn and be included on support activities during the Transition period.

Inoria will be responsible for primary support after the Transition period. 3 Genesys Cloud Software Licenses
Anaheim will be responsible to maintain its Genesys Cloud licenses up to date with Genesys and any third-party AppFoundry vendors in order to allow Inoria to perform the support activities. 4 Description of Inoria Support Services
Inoria will provide support services for the Genesys Cloud Contact Center solution and act as APU’s first line of contact to handle inquiries, troubleshoot issues, provide consultation and guidance, assist with minor configuration and business rule changes, and escalate issues with Genesys Support on behalf of APU as necessary.

Support will include, but is not limited to, the following areas of the solution:
• Telephone Communication
• IVR
• Call Routing
Support Services EXHIBIT B - 2
• Interaction Management
• Chat
• Voicemail
• Outbound Dialer
• Surveys
• Call Monitoring
• Integration with APU CIS and Payment Systems
• Integration with Anaheim Email
• Workforce Management
• Analytics and Reports
Inoria will provide APU Inoria’s “Elite” support service plan which includes the following services.

INORIA ELITE SUPPORT SERVICES
Unlimited access to support during normal business hours Includes unlimited support incidents such as reporting issues; Monday to Friday 8:00 am to 8:00 pm EST
Access to emergency service 24 hours x 7 days / week
Customer Access Line – Inoria Technical Support
514-270-5464, option 1 or 1-855-978-6846, option 1
Access to the Inoria support website: https://inoria.zendesk.com Service level objectives included (See Section 5)
Proactivity during major Genesys failures
Summary of major incidents (root cause analysis)
Incident management with Genesys
Monitor the new software features to be released
Quarterly meeting for review of support activities and development Assistance / execution of configuration change and service requests – Move, Add, Change, Delete (MACD) of minor type including, but not limited to, configuration, business rules, call flows, and mentoring training questions. Evaluated at less than 4 hours / intervention. Limit of 10 interventions / month.

Assistance of a senior Inoria consultant upon request. Architecture review, discussion of current or upcoming technological projects, coaching, presentation of new product or technologies and much more. Subject to availability. 50 hours per year included. Service delivered remotely.

4.1 Data Management
APU’s call data retention requirement is seven (7) years. The Genesys Cloud solution will be configured to have call recording data accessible online for 24 months and then archived beyond 24 months up to 7 years. Inoria will manage archiving data after 24 months and purging data with APU approval when the 7 year retention requirement is met.

Support Services EXHIBIT B - 3
5 Technical Support Priorities, Service Level Objectives, and Escalation Procedures

5.1 Definitions of Priorities
Each incident reported is assigned a severity level. The following guidelines are to be used to establish the appropriate severity levels, which are to be mutually agreed upon by both Anaheim and Inoria.

Priority Definition
Priority 1
(Urgent)
A priority 1 problem is any problem which renders the Customer's production environment completely non-productive, or which severely affects the functioning of the Customer's operations:
 System Interruption (continuous or nearly continuous interruption).  Severe impact in operations (ex. no calls transferred to users; software does not work)
 No acceptable workaround (interim solution) available.  Situation that affects all users such as an application crashing that prevents conduct of operations.

Priority 2
(High)
A Priority 2 problem is any problem which results in a reduction in the performance or operation of the Customer's business, or which is intermittent in nature, and which has a significant impact on the Customer's operations:
 System is operational but major operational impact on the quality of service or data processing.
 System intermittently out of service.
 No acceptable workaround (interim solution) available.  Situation affects many but not all users and does not prevent the conduct of the client’s operations.
 Situation affects all users but intermittently such a database fails and is restored without preventing the conduct of the client’s operations.

Priority 3
(Normal)
A Priority 3 problem is any problem that results in a non-critical decrease in performance or operation, or is intermittent in nature and has moderate to little impact on the Customer's operations:
 System is operational with moderate operational impact on the quality of service or data processing.
 Limited impact situation that without preventing the conduct of the client’s operations.
 A workaround is available.

Priority 4
(Low)
A Priority 4 problem is a question, general request, or reporting of a minor issue relating to the solution:
 Minor impact or no operational impact.
 Annoyance.
 Workaround is available.

Support Services EXHIBIT B - 4

5.2 Service level response objective
Priority Response Objective Resolution Objective
Priority 1
(Urgent)
Within 15 minutes, as
long as the request is
opened via phone call;
otherwise, 30 minutes
Inoria will work on the problem until it is resolved or that an alternative solution is found.

Priority 2
(High) Four (4) hours Inoria will offer a patch or an alternative within five (5) working days.

Priority 3
(Normal) 24 hours
Inoria will offer a patch or an alternative within ten (10) days or by agreement between the parties as to the
target date for the resolution of a priority problem 3.

Priority 4
(Low)
Three (3) business
days
The parties agree to convene on the target date for the resolution of a priority problem 4.

Note: the third level of support is provided by Genesys, and it is understood that Inoria cannot warrant or control resolution delays resulting from software development provided by Genesys.

5.3 Support Escalation Procedure
Support Engineer escalation can take place at any point in the process of working an incident, depending on the complexity and / or urgency of the problem as well as, at Inoria’s discretion, Customer’s request for an escalated time for resolution.

The following identifies the support escalation sequence:

Level 1 Inoria Support Line
1-855-978-6846, option 1
514-270-5464, option 1
Level 2 Director of Support Team
Shawn Justason
Office: 514-270-5464 x4549
Cell: 506-645-7477
[email protected]
Level 3 Executive Vice-President, Services & Solutions
Alain Léonard
Office: 514-270-5464 x4531
Cell: 514-973-6697
[email protected]
Level 4 Executive Vice-President, Sales & Marketing
Joe Bigio
Office: 514-270-5464 x4518
Cell: 514-996-5463
[email protected]
Level 5 President
Pierre Lemoine
Office: 514-270-5464 x4516
Cell: 514-795-8873
[email protected]
Guidelines on when to escalate to next level
Level 1 If no response is received within 30 minutes, proceed to next level Support Services EXHIBIT B - 5
Level 2 If no response is received within 1 hour, proceed to next level Level 3 If no response is received within 1 hour, proceed to next level Level 4 If no response is received within 1 hour, proceed to next level Level 5 If no response is received within 1 hour, proceed to next level Response = time elapsed between initial notification of escalation & subsequent communication

5.4 Platform Monitoring and Alerting
Genesys Cloud is provided as a Software as a Service (SaaS) offering with system management and monitoring included as part of the subscription.

Genesys Cloud uses third-party vendors for system monitoring and logging. As a SaaS platform, the solution does not provide or allow platform monitoring by the end customer. Access is restricted to Genesys Cloud personnel and controlled via single sign- on (SSO) from Okta with multi-factor authentication (MFA). Genesys Cloud has a dedicated team for issue resolution and formally documents root cause analyses around those issues.

Genesys Cloud security engineers share an on -call rotation. Genesys Cloud also uses a third - party vendor that monitors IDS alerts. The security team has monitoring in place to send these alerts to the on-call engineer for investigation.

Genesys also has internal SIP monitoring tools for troubleshooting and fault resolution. These are not currently available as a customer -facing dashboard but are on Genesys’ managed services development roadmap.

Additionally, Genesys provides 24x7x365 monitoring and management of the whole Genesys Cloud platform of the microservices at the customer’s regional level. Any platform level incidents are delivered through the Genesys public-facing status webpage (https://status.mypurecloud.com
). Anyone can subscribe for update notifications from this service, which can be delivered by email, SMS, webhook, and RSS feed. Alarms and alerts from this solution are fed into the Genesys service management system for automated ticket generation. Inoria leverages the public notification service to actively monitor the regions for service issues where our customer’s Genesys Cloud organizations are located.

5.5 Genesys Cloud Alarms and Response Procedures
Platform level incidents are delivered through Genesys’ public -facing status page (https://status.mypurecloud.com/). Notifications of this type can be delivered by email, SMS, webhook, and RSS feed.

Select monitoring and troubleshooting steps are available to the customer administrator via the Genesys Operational Console and further described in the Genesys Resource Center. Please see the following link for more information:

Troubleshoot Using the Genesys Cloud Operational
Console
6 Fees and Payment Terms
Inoria will invoice Anaheim for Support Services at the fees specified below. Invoices for renewals will be invoiced at least sixty (60) days prior to the renewal date for the upcoming Support Term Year.

Support Services EXHIBIT B - 6
Term Year Fee
Support Transition
(first 30 days after Go Live) $2,500.00
1 $30,000.00*
2 $30,000.00
3 $30,000.00
4 $33,000.00
5 $35,000.00

* Billing for Year 1 Support Services shall be for the period that begins 30 days after Go Live and be prorated to align with the anniversary of the Genesys Cloud license renewal date so both Support Services and license renewals will be co-termed. Prorated fees shall be calculated as number of support days from Go Live until the license renewal divided by 365 multiplied by $30,000.00.

Payment for invoices are due thirty (30) days from invoice receipt and approval by Anaheim staff.

Services that are not in scope or exceed the limits of this Support Services exhibit may be provided under terms of the Agreement.

Anaheim City CouncilSeptember 10, 2024

Anaheim City Council
September 10, 2024