13-A — Bellflower City Council, April 14, 2025

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TO: Honorable Mayor and Members of the City Council

ATTENTION: Ryan Smoot, City Manager

FROM: P.J. Mellana, Director of Parks and Recreation

SUBJECT: Consideration and possible action to authorize the City Manager to execute Agreement File No. 1089, in a form approved by the City Attorney, with Kaizen Laboratories Inc., for the replacement of the City of Bellflower’s current Recreation Management System.

DATE: April 14, 2025

EXECUTIVE SUMMARY

This action would authorize the City Manager to execute Agreement File No. 1089 with Kaizen Laboratories Inc. (“Kaizen”), for the replacement of the City of Bellflower’s current Recreation Management System (“RMS”). Under this agreement, Kaizen will replace the current solution utilized by the City’s Parks and Recreation Department. Kaizen will provide a new comprehensive, cloud-based software solution to facilitate, amongst other things, program registrations, membership management, advanced merchandising and point-of-sale functionality, facility management and reservations, and event management and ticketing.

Kaizen’s solution will streamline administrative workflows and create a more intuitive user experience for both staff and residents. The agreement includes software implementation, ongoing technical support, and staff training.

RECOMMENDATION TO CITY COUNCIL

1) Authorize the City Manager to execute Agreement File No. 1089, in a form approved by the City Attorney; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

The cost structure of the Kaizen ’s RMS is a tiered transactional fee model, in which service fees are assessed based on the value of each transaction processed through the platform. This model mirrors the structure in the City’s current RMS agreement. Notably, this model does not include any upfront or annual licensing costs to the City. All fees are transactional in nature and are offset by revenue generated through recreation program registrations, facility rentals, and City Store merchandise sales. Details of the fee schedule are outlined in Exhibit A of the attached Agreement File No. 1089.

13-A
1 Staff Report – Agreement File No. 1089 with Kaizen for Recreation Management System April 14, 2025

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FISCAL IMPACT – Continued

Under the current RMS agreement, transactional fees total approximately $15,500 annually.

These costs are expected to increase proportionally with revenue growth, which will be driven by increased participation in recreation programming, greater demand for facility and athletic field rentals, and the addition of new and improved facilities.

DISCUSSION

The Department of Parks and Recreation relies on its Recreation Management System (RMS) as a critical tool for supporting day-to-day business operations. Currently, there are 27,948 registered users who, informed through the department’s award-winning seasonal brochure and marketing efforts, utilize the RMS to register for classes and events, and process and pay for their facility use permits. In Fiscal Year 2023–2024, the Department generated approximately $535,000 in revenue from recreation programs, and facility rentals. The majority of this revenue is processed through the RMS. Upon implementation of the new RMS platform and its expanded capabilities, 100% of this revenue is anticipated to be processed through the upgraded system, further streamlining operations and enhancing user experience.

Since 2014, the City’s Department of Parks and Recreation has utilized The Active Network (“ActiveNet”) as its Recreation Management System (RMS). While ActiveNet was originally selected for its affordability and functionality, the platform has not introduced significant enhancements over the years and no longer meets the Department’s standards for staff efficiency and end-user usability. The system lacks intuitive, user-friendly point-of-sale capabilities, features a difficult interface for both staff and the public, and falls short of many desirable RMS features—many of which are only available at a premium, add-on cost.

Additionally, ActiveNet's fee structure has increased consistently without corresponding improvements in service. The most recent increase was approximately 7.5% across all pricing tiers, with indications that additional annual increases may continue.

In response to the current system’s functional limitations and rising costs, staff conducted a comprehensive review of alternative RMS platforms, prioritizing modern, user -friendly solutions that could streamline internal operations and enhance the user experience for residents. Three providers were evaluated: Amilia, Kaizen Laboratories Inc. (Kaizen), and Rec Technologies.

Following this analysis, Kaizen was selected as the preferred solution due to its robust feature set, modernized user interface, competitive pricing model, and seamless integration with the City’s existing systems. Notably, Kaizen demonstrated a clear understanding of the City of Bellflower’s specific operational needs, which further distinguished it from other vendors. The Finance Department and Information Technology Division actively participated in the evaluation process, supporting the assessment of Kaizen’s capabilities and confirming its alignment with the City’s technical and fiscal standards.

Kaizen’s RMS offers several significant advantages over the City’s current platform, including the following:

2 Staff Report – Agreement File No. 1089 with Kaizen for Recreation Management System April 14, 2025

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DISCUSSION – Continued

• Modern Functionality: A user-friendly, mobile-responsive interface that supports flexible payment options, including digital wallet support (Apple Pay, Google Pay). It also simplifies user onboarding with multiple account creation methods – traditional email registration or social login via Google, Apple, or Facebook. • Security and Compliance: The platform is built with modern adheres to modern data security and privacy standards. It supports secure digital document management features such as electronic waivers and digital signatures for permits and reservations, ensuring compliance with industry best practices.
• Enhanced Communication: Integrated communication tools such as automated email and SMS notifications, multi-language support, and customizable alerts, providing accessibility and communication with a diverse community. • Expanded Capabilities: Core features such as facility reservation management, event scheduling and ticketing, and membership management are fully integrated.

Additionally, Kaizen’s advanced merchandising and point -of-sale (POS) tools, are designed to power both in-person and online retail experiences, enhancing City Store operations across web and mobile channels.
• Additional Included Features: The agreement includes payment kiosks and associated hardware, recurring staff training, and ongoing design updates to optimize workflows—elements that are typically add-on costs in other platforms. • Proven Performance: The platform offers dedicated customer support and has been successfully implemented in other municipalities, including Monterey Park, Santa Clarita, and Pima County, Arizona. Kaizen positions itself as an ongoing strategic partner to municipalities, working closely with staff to ensure long-term success, smooth rollouts, and continuous improvement of the platform.

In consultation with the City Attorney’s Office, the competitive bidding process and cooperative purchasing language for the existing contracts between Kaizen and the City of Santa Clarita in California, and Pima County in Arizona, respectively, have been reviewed and found to meet the standard of verification for cooperative procurement under applicable California public contracting laws. As per Bellflower Municipal Code section 3.28.090(D) (“Exceptions to Bidding - Cooperative Purchasing”), the City is authorized to participate in this procurement without issuing a separate formal bid, streamlining the acquisition process while ensuring compliance with legal and procedural requirements.

ATTACHMENT

Agreement File No. 1089 …………………………………………..………….……………………4

3 AGREEMENT FILE NO. 1089

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER
AND
KAIZEN LABORATORIES INC.

FOR RECREATION MANAGEMENT SOFTWARE APPLICATION SERVICES

THIS AGREEMENT is entered into this 14th day of April 2025, by and between the CITY OF BELLFLOWER, a charter city and municipal corporation (“CITY”), and Kaizen Laboratories Inc., a Delaware Corporation (“CONSULTANT”).

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the scope of services attached as Exhibit A – CONSULTANT’S Fee Schedule (Order Form) and Digital Services Terms and Conditions, and incorporated by reference (“SERVICES”). The SERVICES include providing the City with licenses and maintaining a software program for various tasks associated with (“SOFTWARE”).

B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;

C. As additional consideration, CITY will pay CONSULTANT the compensation set forth in Exhibit A – CONSULTANT’s Fee Schedule (Order Form) and Digital Services Terms and Conditions; and

D. CITY will not be liable for any costs or expenses exceeding the sum paid to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the Parties and by written amendment to this Agreement.

2. TERM.

A. The term of this Agreement will be for five years (5) with the option to renew for additional 1-year terms. This Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:

B. Termination as stated in Section 7.

3. “SELF-HELP” AND “MALICIOUS” CODES PROHIBITED.

A. CONSULTANT understands and agrees that CONSULTANT’s use of any “self-help” or “malicious” codes, as defined by this Section, is prohibited and constitutes an “unfair business practice” as defined by California law.

Notwithstanding any other provision of this Agreement that limits CONSULTANT’s liability, CONSULTANT will be fully liable for all penalties and damages arising from use of a self-help or malicious code.

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B. “Self-help code” means any back-door, time-bomb, drop-dead, time-out, lock-up, slow-down, data freezing, logic bombs, or other software routine, code, devices, techniques intended to disable, slow, prevent operation of, or otherwise interfere with or change any operation of any computer system, software or other property automatically with the passage of time or under the prior instruction, triggering event or control of someone other than Client.

C. “Malicious Code” means any virus, “spyware,” “Trojan horse,” “worm,” “Easter egg,” “cancelbot,” “trapdoor,” or other unapproved or malicious software routine, code, command, device, technique, or instruction or other contaminant intended to

i. Permit unauthorized access to, detection of, modification of, or monitoring of any code, system, or data;

ii. Alter, supplement, disable, erase, limit, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, shut down or delete, threaten, slow or otherwise inhibit the functioning of, or otherwise harm any of the code, documentation or data or any computer system, software or other property;

iii. Render any data irretrievable, modified, or disrupted so as to be unreliable in any regard;

iv. Perform any other unauthorized action, or prevent, limit, condition or inhibit performance of authorized actions or any function including, without limitation, to its security or end user data.

4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying with any and all applicable Federal, State, County, and Municipal laws and regulations and the conditions of any required licenses and permits before entering into this Agreement.

Such compliance will be at CONSULTANT’s sole cost and without any increase in price or time on account of such compliance, regardless of whether compliance would require additional labor, equipment, and/or materials not expressly provided for in the Agreement or CONSULTANT’s proposal.

5. INDEMNIFICATION.

A. CONSULTANT agrees to the following:

i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries 5 City of Bellflower
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or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or
omission by CONSULTANT or any of CONSULTANT’s officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY’s sole negligence or willful misconduct.

ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreem ent, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

iii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT’s services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, or for any other indemnification hereunder, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT’s services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT’s services and work product or to replace it with comparable services and work product. Notwithstanding the foregoing, Consultant retains ownership of its intellectual property, software, platform, tools, and materials not specifically created for the City under this Agreement (‘Consultant Materials’). Consultant grants the City a non-exclusive, royalty-free license to use Consultant Materials solely as necessary to utilize or benefit from the Work. Consultant may derive usage data from City Data to enhance its services but shall maintain industry- standard security measures to protect City Data.

B. For purposes of this section “CITY” includes CITY’s elected and appointed officials, officers, employees, and volunteers.

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C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 6, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

6. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Consultant will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits (combined single)

Commercial general liability: $1,000,000

Professional Liability $1,000,000

Workers’ compensation Statutory requirement.

B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City.

C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” Consultant will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated (“extended insurance”). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consulta nt for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees or agents during the time this Agreement was in effect.

D. Consultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time.

Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
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E. Should Consultant, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Consultant’s expense and deduct the cost of such insurance from payments due to Consultant under this Agreement or terminate.

7. TERMINATION OF AGREEMENT

A. During the first twelve (12) months of this Agreement, CITY will not terminate this Agreement without cause. After the initial twelve (12) months, CITY may, in its sole discretion, terminate this Agreement without cause by providing CONSULTANT with at least sixty (60) days’ prior written notice.

CITY may terminate this Agreement for cause at any time, effective immediately upon written notice to CONSULTANT. The City Manager may exercise such right of termination on behalf of CITY.

B. Except as otherwise provided, upon termination of this Agreement, CITY will be liable to CONSULTANT only for all work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law.

8. NOTICES

A. CONSULTANT will notify CITY of changes in address. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:

If to CONSULTANT:

If to CITY:

Attention: Nikhil Reddy Attn: P.J. Mellana, Director of Parks and Recreation
Kaizen Laboratories Inc.
17 W. 20th St., 5th Floor
City of Bellflower
New York, NY 10011 16600 Civic Center Drive
Bellflower, CA 90706
408-623-7000 (562) 804-1424
[email protected] [email protected]

Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States mail, postage prepaid, and properly addressed as noted above . In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

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9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including CONSULTANT’s subcontractors, will maintain records and other evidence of all expenses incurred in the performance of this Agreement for a period of three (3) years after completion. CITY or any of its duly authorized representatives will, for the purpose of audit and examination, have access to and be permitted to inspect such records and other evidence of expenses and costs charged to CITY and/or incurred for work related to SERVICES. For purposes of audit, the date of completion of the Agreement will be the date of CITY’S payment for CONSULTANT’s final billing (so noted on invoice) under this Agreement.

10. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT’s subconsultants, employees, agents, and representatives, will act as independent contractors while performing the SERVICES and will have control of CONSULTANT’s work and the manner in which it is performed, except as is otherwise provided herein. CONSULTANT will be free to contract for other services performed during the term of this Agreement.

CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.

12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the work to a third party for the production of the work without CITY’s prior written consent.

Failure to conform to this provision may result in termination of the Agreement.

13. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

A. Exhibit A; CONSULTANT’s Fee Schedule (Order Form) and Digital Services Terms and Conditions

14. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties’ entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two (2) attachments to this Agreement.

Except as otherwise provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

15. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of CITY. The city manager may exercise this authority on behalf of CITY.

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16. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.

17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with CONSULTANT’s Taxpayer Identification Number.

18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that CONSULTANT has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to CITY.

CONSULTANT represents that CONSULTANT’s financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private parties, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.

19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. The payment or acceptance of fees for any period after a default will not be deemed a waiver of any right or acceptance of defective performance.

20. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

21. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

23. INTERPRETATION; VENUE. This Agreement and its performance will be governed, interpreted, construed and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BELLFLOWER KAIZEN LABORATORIES INC.

___________________________ ____________________________ Ryan Smoot, City Manager Nikhil Reddy, Co-Founder & CEO

ATTEST:

___________________________ ____________________________ Mayra Ochiqui, City Clerk Kshitij Shah, Co-Founder & CFO

APPROVED AS TO FORM:

___________________________
Karl H. Berger, City Attorney
Taxpayer ID No. _____________

ATTACHMENTS:

Exhibit A – CONSULTANT’s Fee Schedule (Order Form) and Digital Services Terms and Conditions
Exhibit B – Cooperative Purchasing Agreements (Pima County and City of Santa Clarita)

11 1
KAIZEN LABORATORIES INC. ORDER FORM
Customer: City of Bellflower Effective Date: [date of signing] Primary Contact: Payment Method: Transactional charge
Primary Contact Phone: Payment Terms: Kaizen manages remittance and invoicing
Primary Contact E-Mail: Initial Service Term: 5-
year
Renewal Term:

Option to renew for
additional 1-year terms
Summary of Services Qty Cost Total Annual
Cost
Software Services: Full-scale build and implementation of a reservations and recreation management solution for City of Bellflower.
●Full support of a facility reservation management
workflow that would allow for online transactions to
seamlessly book, reserve, and request a facility in the community.
●This would apply to park pavilions, public conference
rooms, sports fields, racquet courts, and all other
public reservable spaces.
●Support for event management, program registrations
like camps, events, membership bookings, recreation
center management, and other important features.
●Access to these interfaces via a mobile-responsive
application for residents and administrators to access. ●Advanced merchandising and POS functionality with
mutually agreed upon merchant integrations.
1 $0 $0
1 $0 $0 Kickoff staff training
12 2
Payment kiosks and all associated hardware equipment TBD $0 $0 Design updates and improvements to workflows 1 $0 $0
Technical support 1 $0 $0
Recurring staff training 1 $0 $0
Total:
$0
$ 0
Additional Fees
Transactional Service Fee
●Products from $0 - $150: 6.5%
●Products from $150 - $499: 3% + $4
●Products greater than $500: 2% + $7
Credit Card Transactions Fees
The User will be responsible for all credit
card transaction fees, which at present
time, is 2.9% + $0.30 per successful
transaction. This fee is subject to change
per the terms and conditions of the
Company’s payment processor.

TERMS AND CONDITIONS
This Order Form is effective as of the Effective Date listed above and is subject to, and hereby incorporates, the Digital Services Terms and Conditions attached hereto (together with this Order Form, the “Agreement”). If there is a conflict between this Order Form and the Agreement, the terms in this Order Form will control.

ACCEPTANCE
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this Order Form and the Digital Services Terms and Conditions referenced above. (Signature block on next page)
13 3
IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the Effective date.

City of Bellflower KAIZEN LABORATORIES INC.

Signature
Name:

Title: Purchasing Agent or Designee
Signature
Name: Nikhil Reddy
Title: Co-Founder & CEO
Billing Address: Address:
17 W. 20th St., 5th Floor
New York, NY 10011
United States
Billing Contact: Attention: Nikhil Reddy
Billing Phone Number: Phone Number: 408-623-7000
Billing Email: Email Address: [email protected]
14 4

DIGITAL SERVICES TERMS AND CONDITIONS
These Digital Services Terms and Conditions (the “Terms”) are hereby incorporated into any Order Form (defined below) that references the Terms (the Terms together with the Order Form, the “Agreement”), and sets forth the terms and conditions pursuant to which the City of Bellflower , also referred to as Bellflower, (herein referred to as the “Customer”) receives the services and materials set forth in an Order Form (collectively, the “Services”) by Kaizen Laboratories Inc. (herein referred to as the “Company”). If there is a conflict between the Terms and an Order Form, the terms of the Order Form will control.

1.DEFINITIONS

1.1.“Authorized User(s)” means any employee or
contractor of Customer that is authorized by
Customer to use the Services on its behalf and
has created an account in accordance with
Section 2.3.

1.2.“Company Platform” means Company’s
proprietary, web-based platform, which
provides certain features and functionality
relating to administration of municipal spaces.

1.3.“Customer Data” means any data, content, or
information that is uploaded, transmitted,
submitted, provided, or otherwise made
available on the Company Platform by or on
behalf of Customer.

1.4.“Documentation” means any user
documentation, in all forms (e.g., user
manuals, on-line help files) provided by
Company which relate to the Services.

1.5.“Order Form” means an order form, quote or
other similar document that: (a) sets forth the
Services, the pricing therefore, and the Initial
Service Term; (b) references these Terms; and
(c) is executed by the parties.

1.6.“Scope Limitations” means the limitations on
Customer’s use of the Services specified in the
Order Form.

1.7.“Services” means the services and materials set
forth in an Order Form.

1.8.“Usage Data'' means any performance,
analytical, or usage information relating to
Customer’s and Users’ use of the Services
which is generated or otherwise collected by
the Services and is in aggregated or de-
identified form only.

1.9.“User(s)” means any individual who uses the
Services.

2.SERVICES

2.1. Use of the Services. Subject to the terms and
conditions of this Agreement, Company grants
to Customer and its Authorized Users a
limited, worldwide, non-exclusive, non-
transferable (except as permitted in Section

12.4) right during the Term (defined below) to
use the Services solely in connection with
Customer’s internal business operations.

Customer’s and its Authorized Users’ right to
use the Services is subject to the Scope
Limitations and contingent upon their
compliance with the Scope Limitations.

2.2. Use of the Documentation. Subject to the
terms and conditions of this Agreement,
Company grants to Customer and its
Authorized Users a limited, worldwide, non-
exclusive, non-transferable (except as
permitted in Section 12.4) license, without
right of sublicense, during the Term to
reproduce, without modification, and
internally use a reasonable number of copies of
the Documentation solely in connection with
their use of the Services in accordance with this
Agreement.

2.3. Authorized Users. To access the Services,
Customer and its Authorized Users will be
required to register for an account. When
15 registering for an account, Customer and its
Authorized Users will be required to provide
Company with certain registration information
(including, the Customer’s name, email
address, account password, and other contact
information). Customer acknowledges and
agrees that the information provided to
Company is accurate, complete, and not
misleading, and that Company will, and will
require that its Authorized Users, keep such
information accurate and up to date at all
times. Each account created by a Authorized
User is personal to that specific individual and
may not be transferred, sold or otherwise
assigned to or shared with any other individual
or entity. Customer agrees to use reasonable
efforts to maintain the confidentiality of its
account and password and those of its
Authorized Users. Both parties will cooperate
to address any unauthorized access or use of
the accounts. Customer will immediately
notify Company upon becoming aware, or
having a reasonable basis to believe, that its
or its Users’ accounts are no longer secure.

2.4. Use Restrictions. Except as otherwise
explicitly provided in this Agreement or as may
be expressly permitted by applicable law,
Customer will not, and will not permit or
authorize third parties or its Users to: (a) rent,
lease, or otherwise permit third parties to use
the Services or related Documentation; (b) use
the Services to provide services to third parties
(e.g., as a service bureau); (c) use the Services
for any benchmarking activity or in connection
with the development of any competitive
product; (d) circumvent or disable any security
or other technological features or measures of
the Services; (e) reverse engineer, decompile,
disassemble or otherwise attempt to discover
the source code, object code or underlying
structure, ideas, know how or algorithms
relevant to the Services or any software,
Documentation or data related to the Services;
or (f) remove any proprietary notices or labels
included as part of the Services. Company may
immediately suspend access to or use of the
Service by Customer and its Authorized Users
upon notice to Customer for any breach of this
Section 2.4.

Company reserves to itself all rights to the
Services, related Documentation, and Usage
Data not expressly granted to Customer in
accordance with this Agreement.

2.6. Feedback. If Customer or any of its
Authorized Users provides any feedback to
Company concerning the functionality and
performance of the Services (including
identifying potential errors and
improvements), Customer hereby grants
Company an unrestricted, perpetual,
irrevocable, non-exclusive, fully paid-up,
royalty-free license to exploit such feedback in
any manner and for any purpose, including to
improve the Services and create other products
and services. Company will have no obligation
to provide Customer or its Authorized Users
with attribution for any such feedback.
16 2.7. Customer Data License. Customer hereby
grants Company, during the term of this
Agreement, a worldwide, non-exclusive,
royalty-free, fully paid-up, irrevocable, non-
sublicensable, non-transferable (except as
permitted in Section 12.4) license to collect,
use, store, modify, disclose, display in a manner
accessible to Users, reproduce, transmit, and
otherwise process Customer Data solely: (1) in
connection with the Services and Company’s
related applications; and (2) as otherwise
provided for under this Agreement, including
to collect, generate, and derive Usage Data.

Company will maintain an industry-standard
security program that is designed to prevent
unauthorized access to or use of Customer
Data. For purposes of this Agreement,
confidential information of Customer does not
include Customer Data.

2.8. Usage Data. Company and the Services collect,
generate, and derive Usage Data for
Company’s business purposes, including to: (a)
track usage for billing purposes; (b) monitor
the performance, security, integrity,
availability, and stability of the Services; (c)
prevent or address technical issues with the
Services; and (d) improve the Services and
develop derivative and new products and
services. Customer will not, and will require
that its Authorized Users do not, interfere with
the collection of Usage Data. Company owns
all right, title, and interest, including all
intellectual property rights in and to, the Usage
Data, the know-how and analytical results
generated in the processing and use of Usage
Data, and any new products, services, and
developments, modifications, customizations,
or improvements to the Services made based
on the Usage Data. Company will not disclose
Usage Data externally, including in
benchmarks or reports, unless such Usage
Data has been (a) de-identified so that it does
not individually identify Customer or any User
and (b) aggregated with usage data from other
Users of the Service.

2.9. Maintenance. Company will schedule routine
maintenance for items such as releasing new
functionality, updating existing features, or
bringing the website down for maintenance
(“Routine Maintenance”), between 1:00 a.m.
and 5:00 a.m., US/Eastern time unless
extenuating circumstances exist. If
maintenance must be conducted during
business hours, Kaizen shall give the Customer
written notice at least seven (7) days in advance
of performing such maintenance. The notice
shall include Kaizen’s estimate of the amount
of permitted downtime. Kaizen warrants that
all Routine Maintenance and other
maintenance services will be provided with
reasonable skill and care confirming to
generally accepted industry standards. These
maintenance services include database
updates, new feature rollouts, design
improvements, and other critical bug fixes. If
the maintenance services are not performed as
warranted, then, upon the Customer’s written
request, Kaizen shall promptly re-perform, or
cause to be re-performed, such maintenance
services at no additional charge to the
Customer.

3. CUSTOMER RESPONSIBILITIES

3.1. Protection against Unauthorized Use.

Customer will, and will require that its
Authorized Users, use reasonable efforts to
prevent any unauthorized use of the Services
and related Documentation and will
immediately notify Company in writing of any
unauthorized use that comes to Customer’s
attention. If there is unauthorized use by
anyone who obtained access to the Services
directly or indirectly through Customer or its
Users, Customer will take all steps reasonably
necessary to terminate the unauthorized use.

Customer will cooperate and assist with any
actions taken by Company to prevent or
terminate unauthorized use of the Services or
related Documentation.
17 3.2. Compliance with Laws. Customer will, and
will require that its Authorized Users, use the
Services and related Documentation only in
compliance with Company’s Cookie Policy,
Privacy Policy, and all applicable laws and
regulations. Although Company has no
obligation to monitor Customer’s use of the
Services, Company may do so and may prohibit
any use of the Services it believes may be (or
alleged to be) in violation of the foregoing.

3.3. Export Controls. Customer will not remove or
export from the United States or allow the
export or re-export of the Services, or anything
related thereto or any direct product thereof, in
violation of any restrictions, laws or
regulations of the United States Department of
Commerce, the United States Department of
Treasury Office of Foreign Assets Control, or
any other United States or foreign agency or
authority. As defined in FAR section 2.101, the
Company Platform and Documentation are
“commercial items” and according to DFAR
section 252.2277014(a)(1) and (5) are deemed
to be “commercial computer software” and
“commercial computer software
documentation.” Consistent with DFAR
section 227.7202 and FAR section 12.212, any
use modification, reproduction, release,
performance, display, or disclosure of such
commercial software or commercial software
documentation by the U.S. Government will be
governed solely by the terms of this Agreement
and will be prohibited except to the extent
expressly permitted by the terms of this
Agreement.

3.4. Related Equipment. Customer is responsible
for obtaining and maintaining any equipment
and ancillary services needed to connect to,
access or otherwise use the Services, including,
without limitation, modems, hardware,
servers, software, operating systems,
networking, web servers and the like
(collectively, the “Equipment”). Customer is
responsible for maintaining the security of the
Equipment and related Customer accounts on
the Equipment, and for all uses of the
Equipment.

4. FEES AND PAYMENT

4.1. Fees and Payment Terms. Customer will pay
Company the fees and any other amounts
owing under this Agreement, as specified in
the applicable Order Form. Any additional
services or hardware not set forth in an Order
Form may be subject to additional fees. Unless
otherwise specified in the Order Form,
Customer will pay all amounts due within 30
days of the date of the applicable invoice. Any
amount not paid when due will be subject to
finance charges equal to 1.5% of the unpaid
balance per month or the highest rate
permitted by applicable usury law, whichever
is less, determined and compounded daily
from the date due until the date paid. Amounts
due from Customer under this Agreement may
not be withheld or offset by Customer against
amounts due to Customer for any reason. All
amounts payable under this Agreement are
denominated in United States dollars, and
Customer will pay all such amounts in United
States dollars.

4.2. Fee Disputes. If Customer believes that
Company has billed Customer incorrectly,
Customer must contact Company no later than
60 days after the closing date on the first billing
statement in which the error or problem
appeared, in order to receive an adjustment or
credit. Inquiries should be directed to
Company’s customer support department.

5. CONFIDENTIALITY

5.1. Definition of Confidential Information. As
used herein, “Confidential Information”
means all information of a party (“Disclosing
Party”) which the Disclosing Party designates
in writing as being confidential when it
discloses such information to the other party
(“Receiving Party”) or that reasonably should
be understood to be confidential given the
nature of the information and
the circumstances of disclosure including,
18 without limitation, business and marketing
plans, technology and technical information,
product designs, and business processes
(whether in tangible or intangible form, in
written or in machine readable form, or
disclosed orally or visually). Confidential
Information of Company includes the Services,
Usage Data, and Documentation. Confidential
Information shall not include any information
that (a) is or becomes generally known to the
public without the Receiving Party’s breach of
any obligation owed to the Disclosing Party; (b)
was independently developed by the Receiving
Party without the Receiving Party’s breach of
any obligation owed to the Disclosing Party; or
(c) is received from a third party who obtained
such Confidential Information without any
third party’s breach of any obligation owed to
the Disclosing Party.

5.2. Confidentiality. The Receiving Party shall not
disclose or use any Confidential Information of
the Disclosing Party except as reasonably
necessary to perform its obligations or exercise
its rights under this Agreement. Without
limiting the foregoing, the Receiving Party
shall use the same degree of care that it uses to
protect the confidentiality of its own
confidential information of like kind, but in no
event less than reasonable care. The Receiving
Party shall ensure that any employees or any
third parties who receive access to the
Confidential Information of the Disclosing
Party are subject to a written agreement
containing terms regarding the use and
disclosure of Confidential Information
consistent with those herein. Each party agrees
to protect the confidentiality of the
Confidential Information of the other party in
the same manner that it protects the
confidentiality of its own proprietary and
confidential information of like kind, but in no
event shall either party exercise less than
reasonable care in protecting such
Confidential Information. If the Receiving
Party discloses or uses (or threatens to disclose
or use) any Confidential Information of the
Disclosing Party in breach of this Section 5, the
Disclosing Party shall have the right, in
addition to any other remedies available to it,
to seek injunctive relief to enjoin such acts.

5.3. Required Disclosures. Nothing in this
Agreement prohibits either party from making
disclosures, including of Confidential
Information, if required by law, subpoena or
court order, provided (if permitted by law) it
notifies the other party in advance and
cooperates in any effort to obtain confidential
treatment. Bellflower (City) is a public entity
subject to the California Public Records Act.

The City is required by law to make any and all
agreements, including pricing information,
available to the public. No further notice will
be provided.

6. TERM AND TERMINATION

6.1. Term. This Agreement will commence upon
the Effective Date and continue for five years
unless this Agreement is terminated earlier in
accordance with the terms of this Agreement.

6.2. Termination for Material Breach. Either party
may terminate this Agreement (including all
Order Forms) if the other party does not cure
its material breach of this Agreement within 30
days of receiving written notice of the material
breach from the non-breaching party.

Termination in accordance with this
Section 6.2 will take effect when the breaching
party receives written notice of termination
from the non-breaching party, which notice
must not be delivered until the breaching party
has failed to cure its material breach during the
30-day cure period. If Customer fails to timely
pay any undisputed fees, Company may,
without limitation to any of its other rights or
remedies, suspend performance of the Services
until it receives all amounts due.

6.3. Post-Termination Obligations. If this
Agreement is terminated for any reason,
(a) Customer will pay to Company any fees or
other amounts that have accrued prior to the
effective date of the termination, (b) any and
19 all liabilities accrued prior to the effective date
of the termination will survive, and
(c) Customer will provide Company with a
written certification signed by an authorized
Customer representative certifying that all use
of the Services and related Documentation by
Customer and its Users has been discontinued,
and finally (d) Company will provide
Customer with requested back-up data in an
industry standard format at no charge upon
request. All definitions and the following
provisions shall survive termination or
expiration of this Agreement: Sections 1, 2.6, 5,

6.3, 7, 8, 9, 10, and 12.

7. WARRANTY AND DISCLAIMER

7.1. Warranties. Each party represents and
warrants to the other that: (a) this Agreement
has been duly executed and delivered and
constitutes a valid and binding agreement
enforceable against such party in accordance
with its terms; and (b) no authorization or
approval from any third party is required in
connection with such party’s execution,
delivery, or performance of this Agreement.

Company represents and warrants that the
Services will perform materially in accordance
with its Documentation and will be provided in
a workmanlike manner consistent with
applicable laws. Customer represents and
warrants to Company that: (a) it and its
Authorized Users will comply with all
applicable laws in connection with its
obligations under this Agreement and their use
of the Services; and (b) it has provided all
notices to and obtained all necessary and
sufficient rights, permissions, capacity,
consents, and authority to fully comply with its
obligations under this Agreement without
violating applicable laws, infringing,
misappropriating, or otherwise diluting any
third-party rights (including intellectual
property, public Customer, privacy, or other
proprietary rights), or breaching any terms or
conditions in any agreement or privacy policies
with a third party.

7.2. Disclaimer. EXCEPT FOR THE EXPRESS

REPRESENTATIONS AND WARRANTIES
STATED IN THIS SECTION 7, COMPANY

MAKES NO ADDITIONAL

REPRESENTATION OR WARRANTY OF

ANY KIND WHETHER EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED

TO IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE, EXCEPT TO THE

EXTENT SUCH DISCLAIMERS ARE
PROHIBITED BY APPLICABLE LAW.

COMPANY DOES NOT WARRANT

AGAINST INTERFERENCE WITH THE
ENJOYMENT OF THE SERVICES.

COMPANY DOES NOT WARRANT THAT

THE SERVICES ARE ERROR-FREE OR

THAT OPERATION OF THE SERVICES
WILL BE SECURE OR UNINTERRUPTED.

COMPANY DOES NOT WARRANT THAT

ANY INFORMATION PROVIDED
THROUGH the SERVICES IS ACCURATE OR

COMPLETE OR THAT ANY INFORMATION

PROVIDED THROUGH THE SERVICES
WILL ALWAYS BE AVAILABLE. COMPANY

EXERCISES NO CONTROL OVER AND

EXPRESSLY DISCLAIMS ANY LIABILITY

ARISING OUT OF OR BASED UPON THE
RESULTS OF CUSTOMER’S USE OF THE
SERVICES.

8. INTELLECTUAL PROPERTY

INFRINGEMENT

8.1. Defense of Infringement Claims. Company
will, at its expense, either defend Customer
from or settle any claim, proceeding, or suit
brought by a third party (“Claim”) against
Customer alleging that Customer’s use of the
Services infringes or misappropriates any
patent, copyright, trade secret, trademark, or
other intellectual property right during the
term of this Agreement if: (a) Customer gives
Company prompt written notice of the Claim;
(b) Customer grants Company full and
complete control over the defense and
settlement of the Claim; (c) Customer provides
assistance in connection with the defense and
settlement of the Claim as Company may
20 reasonably request; and (d) Customer complies
with any settlement or court order made in
connection with the Claim (e.g., relating to the
future use of any infringing Services).

Customer will not defend or settle any Claim
without Company’s prior written consent.

Customer will have the right to participate in
the defense of the Claim at its own expense and
with counsel of its own choosing, but Company
will have sole control over the defense and
settlement of the Claim.

8.2. Indemnification of Infringement Claims.

Company will indemnify Customer from and
pay (a) all damages, costs, and attorneys’ fees
finally awarded against Customer in any Claim
under Section 8.1; (b) all out-of-pocket costs
(including reasonable attorneys’ fees)
reasonably incurred by Customer in
connection with the defense of a Claim under
Section 8.1 (other than attorneys’ fees and costs
incurred without Company’s consent after
Company has accepted defense of the Claim);
and (c) all amounts that Company agrees to
pay to any third party to settle any Claim under
Section 8.1.

8.3. Exclusions from Obligations. Company will
have no obligation under this Section 8 for any
infringement or misappropriation to the extent
that it arises out of or is based upon (a) use of
the Services in combination with other
products or services if such infringement or
misappropriation would not have arisen but
for such combination; (b) the Services are
provided to comply with designs,
requirements, or specifications required by or
provided by Customer, if the alleged
infringement or misappropriation would not
have arisen but for the compliance with such
designs, requirements, or specifications;
(c) use of the Services by Customer or its
Authorized Users for purposes not intended or
outside the scope of the license granted to
Customer; (d) Customer’s or its Authorized
Users’ failure to use the Services in accordance
with instructions provided by Company, if the
infringement or misappropriation would not
have occurred but for such failure; or (e) any
modification of the Services not made or
authorized in writing by Company where such
infringement or misappropriation would not
have occurred absent such modification.

8.4. Limited Remedy. This Section 8 states
Company’s sole and exclusive liability, and
Customer’s sole and exclusive remedy, for the
actual or alleged infringement or
misappropriation of any third-party
intellectual property right by the Services.

9. CUSTOMER INDEMNIFICATION

9.1. Defense. Customer will defend Company from
any actual or threatened third party Claim
arising out of or based upon the Customer
Data, Customer’s or its Authorized Users’ use
of the Services, or Customer’s or its Authorized
Users’ breach of any of the provisions of this
Agreement if: (a) Company gives Customer
prompt written notice of the Claim;
(b) Company grants Customer full and
complete control over the defense and
settlement of the Claim; (c) Company provides
assistance in connection with the defense and
settlement of the Claim as Customer may
reasonably request; and (d) Company complies
with any settlement or court order made in
connection with the Claim. Company will not
defend or settle any Claim without Customer’s
prior written consent. Company will have the
right to participate in the defense of the Claim
at its own expense and with counsel of its own
choosing, but Customer will have sole control
over the defense and settlement of the Claim.

10. LIMITATIONS OF LIABILITY

10.1. Disclaimer of Indirect Damages.

NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS

AGREEMENT, NEITHER PARTY WILL,

UNDER ANY CIRCUMSTANCES, BE

LIABLE TO THE OTHER PARTY FOR

CONSEQUENTIAL, INCIDENTAL,

SPECIAL, OR EXEMPLARY DAMAGES

ARISING OUT OF OR RELATED TO THIS
21 AGREEMENT, INCLUDING BUT NOT

LIMITED TO LOST PROFITS OR LOSS OF

BUSINESS, EVEN IF SUCH PARTY IS

APPRISED OF THE LIKELIHOOD OF
SUCH DAMAGES OCCURRING.

10.2. Cap on Liability. EXCEPT AS PROVIDED
IN SECTION 8.1 OF THIS AGREEMENT,

UNDER NO CIRCUMSTANCES WILL
COMPANY’S TOTAL LIABILITY OF ALL

KINDS ARISING OUT OF OR RELATED TO

THIS AGREEMENT (INCLUDING BUT

NOT LIMITED TO WARRANTY CLAIMS),

REGARDLESS OF THE FORUM AND

REGARDLESS OF WHETHER ANY

ACTION OR CLAIM IS BASED ON

CONTRACT, TORT, OR OTHERWISE,
EXCEED $10,000. THE COMPANY

RESERVES THE RIGHT TO REEVALUTE

THIS AMOUNT UPON AGREEMENT
RENEWAL DATES. FURTHER,

NOTWITHSTANDING ANYTHING TO THE

CONTRARY IN THIS AGREEMENT, THE

AGGREGATE LIABILITY OF COMPANY
UNDER SECTION 8.1 OF THIS

AGREEMENT WILL NOT EXCEED THE
GREATER OF (A) $50,000 OR (B) TWO (2)

TIMES THE TOTAL AMOUNT PAID BY

CUSTOMER TO COMPANY HEREUNDER

FOR THE SERVICES GIVING RISE TO THE
LIABILITY IN THE TWELVE (12) MONTH

PERIOD PRECEDING THE FIRST

INCIDENT OUT OF WHICH THE
LIABILITY AROSE.

10.3. Independent Allocations of Risk. EACH

PROVISION OF THIS AGREEMENT THAT

PROVIDES FOR A LIMITATION OF

LIABILITY, DISCLAIMER OF

WARRANTIES, OR EXCLUSION OF

DAMAGES IS TO ALLOCATE THE RISKS

OF THIS AGREEMENT BETWEEN THE
PARTIES. THIS ALLOCATION IS

REFLECTED IN THE PRICING OFFERED

BY COMPANY TO CUSTOMER AND IS AN

ESSENTIAL ELEMENT OF THE BASIS OF
THE BARGAIN BETWEEN THE PARTIES.

EACH OF THESE PROVISIONS IS

SEVERABLE AND INDEPENDENT OF ALL

OTHER PROVISIONS OF THIS
AGREEMENT. THE LIMITATIONS IN THIS
SECTION 10 WILL APPLY

NOTWITHSTANDING THE FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY IN THIS AGREEMENT.

11. INSURANCE

11.1. During performing services under this
Agreement, Company agrees to maintain the
following levels of insurance: (a) Commercial
General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000;
(c) Professional Liability of at least
$1,000,000; and (d) Workers Compensation
complying with applicable statutory
requirements. Company will provide
Customer with copies of certificates of
insurance upon written request.

12. GENERAL

12.1. Relationship. Company will be and act as
an independent contractor (and not as the
agent or representative of Customer) in the
performance of this Agreement.

12.2. Publicity. Company may include Customer
and its trademarks in Company’s customer
lists and promotional materials only during
the term of this Agreement but will cease
further use at Customer’s written request.

12.3. Assignability. Neither party may assign its
right, duties, and obligations under this
Agreement without the other party’s prior
written consent, which consent will not be
unreasonably withheld or delayed, except that
Company may assign this Agreement without
Customer’s consent to a successor (including
a successor by way of merger, acquisition, sale
of assets, or operation of law) if the successor
agrees to assume and fulfill all of the
Company’s obligations under this Agreement.

12.4. Subcontractors. Unless otherwise provided
in this Agreement, CUSTOMER is relying on
the personal skill, expertise, training and
experience of COMPANY and COMPANY’S
22 employees and no part of this Agreement may
be assigned or subcontracted by
CONTRACTOR without the prior written
consent of CUSTOMER, which consent
CUSTOMER may grant, delay, deny, or
condition in its absolute discretion.

12.5. Notices. Any notice required or permitted
to be given in accordance with this Agreement
will be effective if it is in writing and sent by
(a) certified or registered mail, or insured
courier, return receipt requested, or (b) by
email to the appropriate party at the address
set forth on the signature page of this
Agreement and with the appropriate postage
affixed. Either party may change its address
for receipt of notice by notice to the other party
in accordance with this Section 12.6. Notices
are deemed given two business days following
the date of mailing or one business day
following delivery to a courier or upon
successful electronic transmission.

12.6. Force Majeure. Neither party will be liable
for, or be considered to be in breach of or
default under this Agreement on account of,
any delay or failure to perform as required by
this Agreement as a result of any cause or
condition beyond its reasonable control, so
long as that party uses all commercially
reasonable efforts to avoid or remove the
causes of non-performance.

12.7. Governing Law. This Agreement shall be
governed by the laws of the State of California,
and any legal action concerning the provisions
hereof shall be brought in California.

12.8. Waiver. The waiver by either party of any
breach of any provision of this Agreement
does not waive any other breach. The failure
of any party to insist on strict performance of
any covenant or obligation in accordance with
this Agreement will not be a waiver of such
party’s right to demand strict compliance in
the future, nor will the same be construed as a
novation of this Agreement.

12.9. As allowed by law, City has authorized this
recreation, reservation, event management,
and permitting software contract for
cooperative procurement, enabling other
public agencies to utilize this agreement to
provide services and products pursuant to the
pricing, terms, and conditions defined in this
Contract. Minor adjustments are allowed
subject to agreement by both Company and
participating public agency to accommodate
additional cost or other factors not present in
City's agreement and required to satisfy
particular public agency code or functional
requirements and within the intended scope
of the solicitation and resulting contract.

Governmental entities wishing to use this
Contract will be responsible for issuing their
own purchase documents, providing for their
own acceptance, and making any subsequent
payments. Company shall be required to
include in any subordinate contract entered
into with another governmental entity
pursuant to this Contract, a contract clause
that will hold harmless Bellflower, its elected
and appointed officials, and its staff from all
claims, demands, actions or causes of action of
every kind resulting directly or indirectly,
arising out of, or in any way connected with
the use of this Contract. Such participation by
other public agencies will not impose any
responsibility on Bellflower or the designated
Purchasing Agent. Each such governmental
agency will be billed separately, and payments
will be made by warrants drawn on the
appropriate funds of the governmental entity.

Governmental entities are responsible for
obtaining all certificates of insurance,
endorsements and bonds required. The Parties
agree that any other governmental entity
utilizing this Contract shall not be deemed to
be an agent or employee of City for any
purpose whatsoever. The Company is
responsible for providing each governmental
entity a copy of this Contract upon request.

Bellflower makes no guarantee of usage by
other users of this Contract. The Company
shall be required to maintain a list of the
23 Bellflower departments and governmental
entities using this Contract. The list shall
report dollar volumes spent annually and shall
be provided on an annual basis to the City, at
the City’s or other public agencies’ request.

12.10. Severability; Counterparts. If any part of
this Agreement is found to be illegal,
unenforceable, or invalid, the remaining
portions of this Agreement will remain in full
force and effect. If any material limitation or
restriction on the use of the Services under this
Agreement is found to be illegal,
unenforceable, or invalid, Customer’s right to
use the Services will immediately terminate.

This Agreement may be executed in any
number of identical counterparts,
notwithstanding that the parties have not
signed the same counterpart, with the same
effect as if the parties had signed the same
document. All counterparts will be construed
as and constitute the same agreement. This
Agreement may also be executed and
delivered by facsimile and such execution and
delivery will have the same force and effect of
an original document with original signatures.

12.11. Entire Agreement. This Agreement,
including all applicable exhibits, is the final
and complete expression of the agreement
between these parties regarding Customer’s
and its Users’ use of the Services. This
Agreement supersedes all previous oral and
written communications regarding these
matters, except for any specific agreements
explicitly referenced herein, all of which are
merged into this Agreement. No employee,
agent, or other representative of Company has
any authority to bind Company with respect
to any statement, representation, warranty, or
other expression unless the same is
specifically set forth in this Agreement. No
usage of trade or other regular practice or
method of dealing between the parties will be
used to modify, interpret, supplement, or alter
the terms of this Agreement. This Agreement
may be changed only by a written mutual
agreement signed by an authorized agent of
both Parties. Company will not be bound by,
and specifically objects to, any term,
condition, or other provision that is different
from or in addition to this Agreement
(whether or not it would materially alter this
Agreement) that is proffered by Customer in
any receipt, acceptance, confirmation,
correspondence, or otherwise, unless
Company specifically agrees to such provision
in writing and signed by an authorized agent
of Company.
24 EXHIBIT A

HARDWARE TERMS

Company will analyze and predetermine Customer need for self-service iPad kiosks and physical card readers to be used for the facilitation of payments, as outlined on the first page of the Agreement. The Company is responsible for all costs associated with the purchasing and shipping of these hardware products. The Company may provide Customer with additional hardware if a need is determined upon a written notice from the Customer.

EXHIBIT B

Maintenance Services

1. MAINTENANCE GENERALLY. Kaizen will schedule routine maintenance for items such as releasing new functionality, updating existing features, or bringing the website down for maintenance (“Routine Maintenance”), between 1:00 a.m. and 5:00 a.m., US/Eastern time unless extenuating circumstances exist. If maintenance must be conducted during business hours or if Kaizen will take the Subscription Services offline, Kaizen shall give the Customer written notice at least seven (7) days in advance of performing such maintenance. The notice shall include Kaizen’s estimate of the amount of Permitted Downtime.

2. MAINTENANCE SERVICES WARRANTY. Kaizen warrants that all Routine Maintenance and other maintenance services will be provided with reasonable skill and care confirming to generally accepted industry standards. These maintenance services include database updates, new feature rollouts, design improvements, and other critical bug fixes. If the maintenance services are not performed as warranted, then, upon the Customer’s written request, Kaizen shall promptly re-perform, or cause to be re- performed, such maintenance services at no additional charge to the Customer. Kaizen shall also promptly use CPU scaling technology to provision more digital resources, server compute, and virtual memory to Customer’s platform during periods of high traffic.

Kaizen shall adhere to industry-standard security compliance practices, including regular security audits and certifications, and will provide a current security audit report (SOC 2 Type I and II) to verify compliance with applicable standards. Kaizen will implement a robust backup process with daily, encrypted data backups to off-site storage, and will provide details on the backup schedule and procedures upon request. a) Uptime Requirements.
a. The Subscription Services shall have an availability percentage of 99% for a given calendar month. Kaizen shall give the Customer written notice of any planned maintenance at least 3 (3) days in advance of performing such maintenance. The notice shall include Kaizen’s estimate of the amount of Permitted Downtime. The 25 measurement point for Subscription Service Availability is the availability of the core functionality of the Subscription Service over the Internet from at least one Internet backbone, excluding scheduled maintenance or any loss or interruption of service. Kaizen shall provide an availability report monthly upon request. If Availability is below the agreed level of Availability for the Subscription Services, the City is entitled to a price reduction of the pro-rata Fee for the Subscription Services, calculated monthly, as shown below.
b. 98 – 98.9%: 2% Monthly Price Reduction
c. 97 – 97.9%: 4% Monthly Price Reduction
d. 96 – 96.9%: 8% Monthly Price Reduction
e. 95 – 95.9%: 16% Monthly Price Reduction
f. 94 – 94.9%: 20% Monthly Price Reduction
g. Below 94% two times in any six-month period: The City shall be entitled to termination

3. CUSTOMER SUPPORT. Kaizen will provide technical support to the Customer via telephone, instant messaging, and electronic mail on weekdays during the hours of 9:00 a.m. through 6:00 p.m. US/Eastern time, with the exclusion of Federal Holidays (“Support Hours”). The Customer may initiate a helpdesk ticket during Support Hours by using a pre-established communication channel with Kaizen. In addition to standard Support Hours, Kaizen will provide 24/7 emergency technical support, including weekends and Federal Holidays, for critical system issues that significantly impact the Customer’s ability to deliver essential public services. Kaizen will aim to respond to these emergency requests within two hours. For non-critical issues submitted outside of standard Support Hours, Kaizen will respond by the start of the next business day. 24/7 services can be initiated through instant messaging or e-mail. These services are based in the Continental United States.

4. RESPONSE/RESOLUTION TIMES. Kaizen shall use commercially reasonably efforts to respond to and resolve the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below, which shall be determined by Kaizen in its reasonable discretion.

Priority Level Description
1 The Subscription Services are down and cannot be accessed 2 The Subscription Services are running but substantial errors occur 26 3 Errors in the Subscription Services affect users’ ability to benefit fully from it
4 The Subscription Services display some minor errors

The following response and resolution times are applied.

A “Calendar Day” is a 24-hour span beginning at 12:00 a.m. and ending at 11:59 p.m. An “Hour” is measured as a one-hour span.

5. REMEDIES. If Kaizen chronically fails to respond to or resolve problems in accordance with the table set forth above, the remedies set forth in this paragraph shall apply. Upon an initial determination that Kaizen has chronically failed to respond to or resolve problems identified by the Customer in accordance with this paragraph, the Customer shall send Kaizen notice of Kaizen’s chronic failure, which notice may be sent electronically. Within two (2) weeks of the Customer sending the notice of chronic failure, the parties shall meet to discuss a resolution. If Kaizen chronically fails to respond to or resolve problems identified by the Customer with a temporary fix or workaround at least four (4) times in any consecutive three (3) month period during the term, the Customer may terminate this Agreement upon written notice to Kaizen. For purposes of this paragraph, “chronically” or “chronic failure” shall mean that Kaizen is at least three (3) Hours late in response times or at least two (2) Calendar Days late in delivering any temporary fix or workaround for any Priority Level 1 or 2 issue at least two (2) times in any consecutive three (3) month period during the term.

6. MAINTENANCE. Updates and Upgrades, as defined below, will be provided to the Customer during a License Term or Subscription Period, upon a request by the Customer.

Kaizen reserves the right to address defects in the next release of the Subscription Services (as applicable). Kaizen will not be responsible to provide service or support when the problem is the result of faulty hardware or software that (a) Kaizen did not provide or (b) Kaizen has not contracted with the Customer to support under this Agreement. Kaizen 27 reserves the right to bill the Customer for such non-supported service at Kaizen’s standard time and materials charge for services that fulfill these criteria, billable at $200 per hour per staff member assigned to remediation.

7. UPDATES AND UPGRADES. “Update(s)” means interim releases of Subscription Services incorporating standard maintenance, improvements, patches, error corrections and enhancements that are provided by Kaizen to customers who are covered by Kaizen’s Services. Updates are designated by all digit(s) to the right of the decimal point (e.g., 3.x.x), and the content and timing of all Updates shall be decided upon by Kaizen in its sole discretion. “Upgrades” mean full product releases of the Subscription Services, which contain substantial functional enhancements. Upgrades are also provided by Kaizen to customers who are covered by Kaizen’s Maintenance Services. Upgrades are designated by the digit to the left of the decimal point (e.g., x.0), and the content and timing of all Upgrades shall be decided by Kaizen in its sole discretion. Upgrades do not include any products that are marketed and priced separately by Kaizen or which Kaizen does not make available to its customers who are covered by Kaizen’s Maintenance Services.

8. MAINTENANCE SERVICES WARRANTY. Kaizen warrants that all Maintenance Services will be provided with reasonable skill and care conforming to generally accepted industry standards. If the Maintenance Services are not performed as warranted, then, only upon the Customer’s written request within five (5) days from the date of delivery of such Maintenance Services, Kaizen shall promptly re-perform, or cause to be re- performed, such Maintenance Services, at no additional charge to the Customer. 28 AGREEMENT FILE NO. 1089 – EXHIBIT B

COOPERATIVE PURCHASING AGREEMENTS (PIMA COUNTY AND

CITY OF SANTA CLARITA)

DUE TO DOCUMENT SIZE, PLEASE SEE CITY COUNCIL MEETING
AGENDAS WEBPAGE AT THE LINK BELOW.
https://www.bellflower.org/government/city_council/city_council_meetings.php 29 Contract No.: MA-PO-24-162 Page 1 of 13
Pima County Procurement Department
Administering Department: Information Technology, on behalf of Natural Resources, Parks and Recreation
Project: Point-of-Sale and Reservation Management System Contractor: Kaizen Laboratories, Inc.
453 S Spring Street, Suite 400
Los Angeles, CA 90013
Amount: $ 90,000.00
Contract No.: MA-PO-24-162

PROFESSIONAL SERVICES CONTRACT

1. Parties, Background and Purpose.

1.1. Parties. This Contract is between Pima County, a political subdivision of the State of Arizona (“County”), and Kaizen Laboratories, Inc. (“Contractor”).

1.2. Purpose. The Pima County Natural Resources, Parks and Recreation Department (“NRPR”) requires a cloud-based point-of-sale and scheduling software to manage the reservations of NRPR facilities by County guests and residents.

1.3. Authority. County selected Contractor pursuant to and consistent with County’s Procurement Code 11.12.020 Competitive Sealed Proposals.

1.4. Solicitation. County previously issued Solicitation No. RFP-PO-2400008 for certain services (the “Solicitation”). Requirements and specifications contained in the Solicitation, all documents included in the Solicitation, and any information and documentation submitted by Contractor in response to the Solicitation, are incorporated into this Contract by reference.

1.5. Contractor’s Response. Contractor submitted the most advantageous proposal to the Solicitation.

2.Term.

2.1. Initial Term. The term of this Contract commences on May 7, 2024 and will terminate on May 6, 2026 (“Initial Term” or “Initial Service Term”). “Term,” when used in this Contract, means the Initial Term plus any exercised extension options under Section

2.2. If the commencement date of the Initial Term is before the signature date of the last party to execute this Contract, the parties will, for all purposes, deem the Contract to have been in effect as of the commencement date.

2.2. Extension Options. County may renew this Contract for up to three (3) additional periods of one-year each (each an “Extension Option” or “Renewal Term”). An Extension Option will be effective only upon execution by the Parties of a formal written amendment, to include an Order Form (as defined in Section 36.3).

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2.3. License/Subscription Term. Any License or Subscription Term that is not coterminous with this Contract shall be from the date of order for the License or Subscription and shall renew pursuant to Contractor’s standard renewal method as stated on the Contractor’s related order form or, absent any such stated method, shall renew upon issuance of a new Order Form signed by Contractor and County. No License or Subscription Term ordered by County may be renewed after the expiration of the term of this Contract, unless the Parties have negotiated and executed a new agreement.

3. Scope of Services. Contractor will provide County with the implementation, training, and ongoing licensing and support of the Point-of-Sale and Reservation Management System (the “Platform” or “Company Platform”) as described in the Exhibit C: Proposed Point-of-Sale and Reservation Management System (47 pages). Contractor will implement the Platform and train County users as described in Exhibit A: Implementation & Training Plans (36 pages) and provide the required ongoing support as described in Exhibit B: Ongoing Support Program (8 pages), Exhibit E: Kaizen Digital Services Terms and Conditions (15 pages), and Exhibit F: Kaizen Disaster Recovery Plan (3 pages). County’s use of the Platform is subject to the terms of this Contract, and the other incorporated documents referenced in Section 37.

4. Key Personnel. Contractor will employ suitably trained and skilled professional personnel to perform all services under this Contract. Prior to changing any key personnel, especially those key personnel County relied upon in making this Contract, Contractor will obtain the approval of County. The key personnel include the following staff:

Name: Nikhil Reddy Title: CEO and Co-Founder
Name: KJ Shah Title: COO and Co-Founder
Name: Emeline Wu Title: Product Lead

5. Compensation and Payment.

5.1. Rates; Adjustment. Contractor shall collect as payment five (5) percent of each payment collected by the Platform during the Initial Term. That rate of five percent will remain in effect during the Initial Term. Ninety (90) days prior to the end of the then current service term, or at the time the County informs Contractor that the County intends to extend the Term, whichever is earlier, for each Extension Term the parties will mutually agree to any adjustments to those rates, if necessary. Contractor must provide the reasons for any adjustments for County review.

5.2. Not-To-Exceed (NTE) Amount. County’s total payments, collected as described in Section 5.1, to Contractor under this Contract, including any applicable sales taxes, may not exceed $ 45,000.00 per year (the “NTE Amount”), or five percent of the estimated annual revenue of $ 750,000.00, plus applicable sales taxes. earned by County’s use of the Platform. If the estimated annual revenue exceeds $ 750,000.00, the Parties will increase the NTE Amount. The NTE Amount can only be changed by a formal written amendment executed by the Parties. Contractor is not required to provide any services, payment for which will cause the County’s total payments under this Contract to exceed the NTE Amount; if Contractor does so, it is at the Contractor’s own risk.

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5.3. Sales Taxes. The payment amounts or rates in Section 5.1 do not include sales taxes.

Contractor may collect, in the same manner as payments described in Section 5.1, any applicable sales taxes that Contractor is required to pay under this Contract. Contractor will show sales taxes as a separate line item on invoices.

5.4. Timing of Invoices. Contractor will invoice County on a monthly basis. County must receive invoices no more than 90 days after the end of the billing period in which Contractor delivered the invoiced products or services to County. County may refuse to pay for any product or service for which Contactor does not timely invoice the County and, pursuant to A.R.S. § 11-622(C), will not pay for any product or service invoiced more than 6-months late.

5.5. Content of Invoices. Contractor will include detailed documentation as applicable in support of its invoices and assign each amount billed to an appropriate line item. For amounts Contractor collects through payments made in the Platform, Contractor will show those amounts on the invoice as paid.

5.6. Invoice Submittal. Invoices are to be sent to:

Robert Padilla, Deputy Director of Natural Resources, Parks and Recreation [email protected]

5.7. Invoice Adjustments. County may, at any time during the Term and during the retention period set forth in Section 24 below, question any payment under this Contract. If County raises a question about the propriety of a past payment, Contractor will cooperate with County in reviewing the payment. County may not set-off any overpayment against amounts due to Contractor under this or any other contract between County and Contractor. Contractor will promptly pay to County any undisputed overpayment.

6. Insurance. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. Contractor’s insurance shall be placed with companies licensed in the State of Arizona and the insureds shall have an “A.M. Best” rating of not less than A- VII, unless otherwise approved by County. County in no way warrants that the minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

6.1. Minimum Scope and Limits of Insurance. Contractor will procure and maintain at its own expense, until all contractual obligations have been discharged, the insurance coverage with limits of liability not less than stated below. County in no way warrants that the minimum insurance limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract. If necessary, Contractor may obtain commercial umbrella or excess insurance to satisfy the County’s Insurance Requirements.

6.1.1. Commercial General Liability (CGL). Occurrence Form with limits of $2,000,000 Each Occurrence and $2,000,000 General Aggregate. Policy shall include cover for liability arising from premises, operations, independent contractors, personal injury, bodily injury, property damage, broad form contractual liability coverage, personal and advertising injury and products – completed operations.

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6.1.2. Business Automobile Liability. Bodily Injury and Property Damage for any owned, leased, hired, and/or non-owned automobiles assigned to or used in the performance of this Contract with a Combined Single Limit (CSL) of $1,000,000 Each Accident.

6.1.3. Workers’ Compensation (WC) and Employers’ Liability. Statutory requirements and benefits for Workers’ Compensation. In Arizona, WC coverage is compulsory for employers of one or more employees. Employers' Liability coverage with limits of $1,000,000 each accident and $1,000,000 each person - disease.

6.1.4. Network Security (Cyber)/Privacy Insurance. Coverage shall have minimum limits not less than $2,000,000 Each Claim with a $2,000,000 Annual Aggregate.

Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor must warrant that either continuous coverage will be maintained as outlined under “Additional Insurance Requirements – Claims-Made Coverage” section, or an extended discovery period will be exercised for a period of two (2) years beginning at the time of work under this Contract is completed.

6.2. Additional Insurance Requirements. The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions.

6.2.1. Claims Made Coverage. If any part of the Required Insurance is written on a claims-made basis, any policy retroactive date must precede the effective date of this Contract, and Contractor must maintain such coverage for a period of not less than three (3) years following Contract expiration, termination or cancellation.

6.2.2. Additional Insured Endorsement. The General Liability and Business Automobile, Liability policies must each be endorsed to include Pima County and all its related special districts, elected officials, officers, agents, employees and volunteers (collectively “County and its Agents”) as additional insureds with respect to vicarious liability arising out of the activities performed by or on behalf of the Contractor. The full policy limits and scope of protection must apply to the County and its Agents as an additional insured, even if they exceed the Insurance Requirements.

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6.2.3. Subrogation Endorsement. The General Liability, Business Automobile Liability, and Workers’ Compensation Policies shall each contain a waiver of subrogation endorsement in favor of County and its departments, districts, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

6.2.4. Primary Insurance Endorsement. The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by Pima County, its agents, officials, or employees shall be excess and not contributory insurance. The Required Insurance policies may not obligate the County to pay any portion of a Contractor’s deductible or Self Insurance Retention (SIR).

Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

6.2.5. Subcontractors. Contractor must either (a) include all subcontractors as additional insureds under its Required Insurance policies, or (b) require each subcontractor to separately meet all Insurance Requirements and verify that each subcontractor has done so, Contractor must furnish, if requested by County, appropriate insurance certificates for each subcontractor. Contractor must obtain County’s approval of any subcontractor request to modify the Insurance Requirements as to that subcontractor.

6.3. Notice of Cancellation. Each Required Insurance policy must provide, and certificates specify, that County will receive not less than thirty (30) days advance written notice of any policy cancellation, except 10-days prior notice is sufficient when the cancellation is for non-payment of a premium. Notice must be mailed, emailed, hand-delivered or sent via facsimile transmission to the County Contracting Representative, and must include the County project or contract number and project description.

6.4. Verification of Coverage. Upon contract award, and thereafter upon written request (email sufficient), Contractor shall furnish County with certificates of insurance (valid ACORD form or equivalent approved by County) as required by this Contract. An authorized representative of the insurer shall sign the certificates. Each certificate must include.

6.4.1. The Pima County tracking number for this Contract, which is shown on the first page of the Contract, and a project description, in the body of the Certificate.

6.4.2. A notation of policy deductibles or SIRs relating to the specific policy.

6.4.3. Certificates must specify that the appropriate policies are endorsed to include additional insured and subrogation waiver endorsements for the County and its Agents.

All certificates and endorsements, as required by this written agreement, are upon contract award, and thereafter upon written request (email sufficient) to be received and approved by County before, and be in effect not less than 15 days prior to, commencement of work. A renewal certificate must be provided to County upon written request (email sufficient) not less than 15 days prior to the policy's expiration date to include actual copies of the additional insured and waiver of subrogation endorsements.

Contract No.: MA-PO-24-162 Page 6 of 13

Failure to maintain the insurance coverages or policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract if not cured within 30 (thirty) days of written notice thereof.

All certificates required by this Contract shall be sent directly to the requesting County Department. The Certificate of Insurance shall include the County project or contract number and project description on the certificate. County reserves the right to require complete copies of all insurance policies required by this Contract at any time.

6.5. Approval and Modifications. County’s Risk Manager may request modifications to the Insurance Requirements at any point during the Term of this Contract. This can be done administratively, with written notice from the Risk Manager, and also requires a formal Contract amendment signed by both parties. Neither the County’s failure to obtain a required insurance certificate or endorsement, the County’s failure to object to a non- complying insurance certificate or endorsement, nor the County’s receipt of any other information from the Contractor, its insurance broker(s) and/or insurer(s), constitutes a waiver of any of the Insurance Requirements.

7. Indemnification.

7.1. Indemnification by Contractor. To the fullest extent permitted by law, Contractor will defend, indemnify, and hold harmless County and any related taxing district, and the officials and employees of each of them (collectively, "Indemnitee") from and against any and all third party claims, actions, liabilities, losses, and expenses (including reasonable attorney fees) (collectively, "Claims") arising out of actual or alleged injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by any act or omission of Contractor or any of Contractor's directors, officers, agents, employees, volunteers, or subcontractors to the extent such Claim is based upon Contractor’s provision of services hereunder. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. The Indemnitee will, in all instances, except for Claims arising solely from the acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. Contractor is responsible for primary loss investigation, defense and judgment costs for any Claim to which this indemnity applies. This indemnity will survive the expiration or termination of this Contract.

7.2. Indemnification by County. County is not permitted to offer indemnification, therefore any such requirement in the Contract or its incorporated documents is hereby null and void.

8. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR MATTERS ARISING FROM NEGLIGENCE OR MISCONDUCT: (a) NEITHER

PARTY WILL BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT,

STATUTE, TORT, OR OTHERWISE), INCLUDING INDIRECT DAMAGES OR LOSSES,

LOST PROFITS OR REVENUE, LOST SAVINGS, COST OF REPLACEMENT SERVICES,

LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING

Contract No.: MA-PO-24-162 Page 7 of 13

FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES PAID

OR PAYABLE BY COUNTY AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE ORDER FORM GIVING RISE TO SUCH CLAIMS DURING THE 12

MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE.

9. Laws and Regulations.

9.1. Compliance with Laws. Contractor will comply with all federal, state, and local laws, rules, regulations, standards and Executive Orders.

9.2. Licensing. Contractor warrants that it is appropriately licensed to provide the services under this Contract and that its subcontractors will be appropriately licensed.

9.3. Choice of Law; Venue. The laws and regulations of the State of Arizona govern the rights and obligations of the parties under this Contract. Any action relating to this Contract must be filed and maintained in the appropriate court of the State of Arizona in Pima County.

10. Independent Contractor. Contractor is an independent contractor. Neither Contractor, nor any of Contractor’s officers, agents or employees will be considered an employee of County for any purpose or be entitled to receive any employment-related benefits, or assert any protections, under County’s Merit System. Contractor is responsible for paying all federal, state and local taxes on the compensation received by Contractor under this Contract and will indemnify and hold County harmless from any and all liability that County may incur because of Contractor’s failure to pay such taxes.

11. Subcontractors. Contractor is fully responsible for all acts and omissions of any subcontractor, and of persons directly or indirectly employed by any subcontractor, and of persons for whose acts any of them may be liable, to the same extent that the Contractor is responsible for the acts and omissions of its own employees. Nothing in this Contract creates any obligation on the part of County to pay or see to the payment of any money due any subcontractor, except as may be required by law.

12. Assignment. Contractor may not assign its rights or obligations under this Contract, in whole or in part, without the County’s prior written approval. County may withhold approval at its sole discretion.

13. Non-Discrimination. Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow-down of all provisions and requirements to any subcontractors. During the performance of this Contract, Contractor will not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.

14. Americans with Disabilities Act. Contractor will comply with Title II of the Americans with Disabilities Act (Public Law 110-325, 42 U.S.C.§§ 12101-12213) and the federal regulations for Title II (28 CFR Part 35).

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15. Authority to Contract. Contractor warrants its right and power to enter into this Contract. If any court or administrative agency determines that County does not have authority to enter into this Contract, County will not be liable to Contractor or any third party by reason of such determination or by reason of this Contract.

16. Full and Complete Performance. The failure of either party to insist, in one or more instances, upon the other party’s complete and satisfactory performance under this Contract, or to take any action based on the other party’s failure to completely and satisfactorily perform, is not a waiver of that party’s right to insist upon complete and satisfactory performance, or compliance with any other covenant or condition in this Contract, either in the past or in the future. The acceptance by either party of sums less than may be due and owing it at any time is not an accord and satisfaction.

17. Cancellation for Conflict of Interest. This Contract is subject to cancellation for conflict of interest pursuant to A.R.S. § 38-511, the pertinent provisions of which are incorporated into this Contract by reference.

18. Termination by County.

18.1. Without Cause. County may terminate this Contract at any time, without cause, by serving a written notice upon Contractor at least 30 days before the effective date of the termination, provided that such termination will only be effective as of the end of the then-current Term. In the event of such termination, County's only obligation to Contractor will be payment for services rendered up to the effective date of termination.

18.2. With Cause. County may terminate this Contract at any time without advance notice and without further obligation to County when County finds Contractor to be in material breach of any provision of this Contract which Contractor has not cured within 30 days of receiving County’s written notice of such.

18.3. Non-Appropriation. Notwithstanding any other provision in this Contract, County may terminate this Contract if for any reason there are not sufficient appropriated and available monies for the purpose of maintaining County or other public entity obligations under this Contract. In the event of such termination, County will have no further obligation to Contractor, other than to pay for services rendered prior to termination.

19. Notice. Any notice required or permitted to be given under this Contract must be in writing and be served by personal delivery or by certified mail upon the other party as follows:

County:

Contractor:

Terri Spencer, Procurement Director Nikhil Reddy, CEO
Pima County Department Kaizen Laboratories, Inc.
150 W Congress, 5th Floor
Tucson, AZ 85701
453 S Spring Street, Suite 400
Los Angeles, CA 90013
520.724.3722
[email protected]
408.623.7000
[email protected]

20. Non-Exclusive Contract. Contractor understands that this Contract is nonexclusive and is for the sole convenience of County. County reserves the right to obtain like services from other sources for any reason.

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21. Remedies. Either party may pursue any remedies provided by law for the breach of this Contract. No right or remedy is intended to be exclusive of any other right or remedy and each is cumulative and in addition to any other right or remedy existing at law or at equity or by virtue of this Contract.

22. Severability. Each provision of this Contract stands alone, and any provision of this Contract found to be prohibited by law will be ineffective to the extent of such prohibition without invalidating the remainder of this Contract.

23. Use of County Data. Unless it receives County’s prior written consent, Contractor: (a) shall not access, process, or otherwise use County Data other than as necessary to provide contracted services or products; and (b) shall not intentionally grant any third party access to County Data, including without limitation Contractor’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Contractor may disclose County Data as required by applicable law or by proper legal or governmental authority. Contractor shall give County prompt notice of any such legal or governmental demand and reasonably cooperate with County in any effort to seek a protective order or otherwise to contest such required disclosure, at County’s expense. Upon termination or completion of the Contract, Contractor will, within 60 calendar days, either return all County Data to County or will destroy County Data and confirm destruction to County in writing. As between the parties, County retains ownership of County Data. “County Data” means data in electronic or paper form provided to Contractor by County, including without limitation personal identifying information as defined in A.R.S. § 13-2001(10).

24. Books and Records. Contractor will keep and maintain proper and complete books, records and accounts applicable to its performance of the services hereunder, which will be open at all reasonable times for inspection and audit by duly authorized representatives of County upon 30 days prior written notice. In addition, Contractor will retain all records relating to this Contract for at least five (5) years after its expiration or termination or, if later, until any related pending proceeding or litigation has concluded.

25. Public Records.

25.1. Disclosure. Pursuant to A.R.S. § 39-121 et seq., all documents related to this Contract, including, but not limited to, pricing schedules, product specifications, work plans, and any supporting documents, are public records. As such, those documents are subject to release and/or review by the general public upon request, including competitors.

25.2. Records Marked Confidential; Notice and Protective Order. If Contractor reasonably believes that some of its records contain proprietary, trade-secret or otherwise- confidential information, Contractor must prominently mark those records “CONFIDENTIAL” before submitting them to County. In the event a public-records request is submitted to County for records marked CONFIDENTIAL, County will notify Contractor of the request as soon as reasonably possible. County will release the records 10 business days after the date of that notice, unless Contractor has, within that period, secured an appropriate order from a court of competent jurisdiction in Arizona, enjoining the release of the records. County will not, under any circumstances, be responsible for securing such an order, nor will County be in any way financially responsible for any costs associated with securing such an order.

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26.Legal Arizona Workers Act Compliance.

26.1. Compliance with Immigration Laws. Contractor hereby warrants that it will at all times during the term of this Contract comply with all federal immigration laws applicable to its employment of its employees, and with the requirements of A.R.S. § 41-4401 (together the “State and Federal Immigration Laws”). Contractor will further ensure that each subcontractor who performs any work for Contractor under this Contract likewise complies with the State and Federal Immigration Laws.

26.2. Books & Records. County has the right at any time to inspect the books and records of Contractor and any subcontractor in order to verify such party’s compliance with the State and Federal Immigration Laws.

26.3. Remedies for Breach of Warranty. Any breach of Contractor’s or any subcontractor’s warranty of compliance with the State and Federal Immigration Laws, or of any other provision of this section, is a material breach of this Contract subjecting Contractor to penalties up to and including suspension or termination of this Contract. If the breach is by a subcontractor, and the subcontract is suspended or terminated as a result, Contractor will be required to take such steps as may be necessary to either self-perform the services that would have been provided under the subcontract or retain a replacement subcontractor, as soon as possible so as not to delay project completion.

Any additional costs attributable directly or indirectly to such remedial action are the responsibility of Contractor.

26.4. Subcontractors. Contractor will advise each subcontractor of County’s rights, and the subcontractor’s obligations, under this Section 25 by including a provision in each subcontract substantially in the following form:
“Subcontractor hereby warrants that it will at all times during the term of this contract comply with all federal immigration laws applicable to Subcontractor’s employees, and with the requirements of A.R.S. § 23-214 (A). Subcontractor further agrees that County may inspect the Subcontractor’s books and records to insure that Subcontractor is in compliance with these requirements. Any breach of this paragraph by Subcontractor is a material breach of this contract subjecting Subcontractor to penalties up to and including suspension or termination of this contract.”

27. Reserved.

28.Written Orders. County will order products or services under this Contract by mutually executing with Contractor an Order Form document. Order Forms will be shared by the parties via e-mail.

Contractor must not supply materials or services pursuant to the contract that are not documented or authorized by an executed Order Form at the time of provision. County accepts no responsibility for control of or payment for materials or services not documented by an executed Order Form.

Contract No.: MA-PO-24-162 Page 11 of 13

Contractor will establish, monitor, and manage an effective contract administration process that assures compliance with all requirements of this Contract. In particular, Contractor will not provide goods or services other than those described in this Contract, after the Term of the Contract has ended, without an Order Form properly executed by County and Contractor, as provided below. Any items provided in excess of that stated in this Contract are at Contractor’s own risk.

29. Cooperative Use of Contract. As allowed by law, County has entered into cooperative procurement agreements that enable other public agencies to utilize procurement agreements that County has developed. Participating public agencies may contact Contractor with requests to provide services and products pursuant to the pricing, terms, and conditions defined in this Contract. Minor adjustments are allowed subject to agreement by both Contractor and participating public agency to accommodate additional cost or other factors not present in County’s agreement and required to satisfy particular public agency code or functional requirements and within the intended scope of the solicitation and resulting contract. The parties to the cooperative procurement will negotiate and transact any such usage in accordance with State and other public agency procurement rules, regulations, and requirements. Contractor will hold harmless County, its officers, employees, and agents from and against all liability, including without limitation payment and performance associated with cooperative use of this Contract. Contractor may view a list of agencies that are authorized to use County contracts at the Procurement Department Internet home page:
https://www.pima.gov/163/Procurement by selecting the link titled County Cooperative Agreements – Authorized Agencies.

30. Counterparts. The parties may execute the Contract that County awards pursuant to the solicitation in any number of counterparts, each counterpart is considered an original, and together such counterparts constitute one and the same instrument.

31. Israel Boycott Certification. Pursuant to A.R.S. § 35-393.01, if Contractor engages in for- profit activity and has 10 or more employees, and if this Contract has a value of $100,000.00 or more, Contractor certifies it is not currently engaged in, and agrees for the duration of this Contract to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

32. Forced Labor of Ethnic Uyghurs. Pursuant to A.R.S. § 35-394 if Contractor engages in for- profit activity and has 10 or more employees, Contractor certifies it is not currently using, and agrees for the duration of this Contract to not use (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If Contractor becomes aware during the term of the Contract that the Company is not in compliance with A.R.S. § 35-394, Contractor must notify the County within five business days and provide a written certification to County regarding compliance within one hundred eighty days.

33. Amendment. The parties may modify, amend, alter or extend this Contract only by a written amendment signed by the parties.

Contract No.: MA-PO-24-162 Page 12 of 13

34. Order of Precedence. All documents included in the Solicitation, and any information and documentation submitted by Contractor in response to the Solicitation, are incorporated into this Contract. In the event of conflicting terms between the incorporated agreement documents, the following is the order of precedence, superior to subordinate, to resolve the conflict.

34.1. This Professional Services Contract.

34.2. Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions.

34.3. Any Order Form signed by County and Contractor referencing this Contract, and any mutually agreed agreements attached to that DO. “Order Form,” when used in this Contract, means an order form, quote or other similar document that: (a) sets forth the SaaS (as such term is defined in Exhibit D), the pricing therefor, and the Initial Term or Extension Option, as applicable; (b) references this Contract; and (c) is executed by the parties.

34.4. Exhibit G: Kaizen Digital Services Terms and Conditions.

34.5. Exhibit E: Kaizen Service Level Agreement.

34.6. The solicitation documents of RFP-PO-2400008, to include its Attachments, and all Amendments issued to that solicitation.

35. Entire Agreement. This document constitutes the entire agreement between the parties pertaining to the subject matter it addresses, and this Contract supersedes all prior or contemporaneous agreements and understandings, oral or written. All pre-printed, online, or click-through terms of any (a) County purchase order, or (b) Contractor portal will have no effect.

36. Effective Date. This Contract will become effective when all parties have signed it. The effective date of the Contract will be the date this Contract is signed by the last party (as indicated by the date associated with that party’s signature).

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

This Contract will become effective when all parties have signed it. The effective date of the Contract will be the date this Contract is signed by the last party (as indicated by the date associated with that party's signature).

IN WITNESS WHEREOF, the parties have approved this Professional Services Agreement and agree to be bound by the terms and conditions of the Contract on the dates written below.

PIMA CO NTY
eleki s
hai oard of
Su
pervisors
upervisors
MAY 0 7 2024
Date
ATTEST
MAY 0 7 2024
Date

APPROVED AS TO FORM
L?ep y Cou . Atto y
Rachelle Barr 04/19/2024
Print DCA Name
KAI ELABRATORIES, INC.

Authorized Officer Signature
Nikhil Reddy, CEO
Printed Name and Title
04/12/2024
Date
Contract No.: MA -PO -24-162 Page 13 of 13

Contract No.: MA-PO-24-162 Page 1 of 1
Exhibit A: Implementation & Training Plans

EXHIBIT A: IMPLEMENTATION & TRAINING PLANS (36 PAGES)
(Attached)

EXHIBIT A: IMPLEMENTATION & TRAINING
PLANS
(36 PAGES)

PimaCounty, CO
ImplementationPlan
64Page 1 of 36

ImplementationPlan
Project PlanOverview
Please find our detailed project plan which the Kaizen team is happy to directly share in different formsupon request by the Pima County team.

Project Milestone Estimated Time To Complete
Research and Creative Requirements ~2 weeks
Design, Protoyping, and Error Identification ~3 weeks
Data Conversions and Tyler Technologies Integration ~3 weeks Hosting, Data Upload, and User Management ~1 week
Initial Build of Core Feature Requirements ~4 weeks
Iterate and Transfer Critical User Data ~4 weeks
Metrics and Analytics ~1 week
The Kaizen team will commence full performance of the completed point-of-sale and reservation management system by August 1st, 2024.
65Page 2 of 36

Research and Creative Requirements
In this phase we use a combination of qualitative and quantitative research methods to identify the following
Key users of the current platform and the paint points that define their current experience with graphics, interaction and navigation of existing recreation interfaces Upon interviewing Pima County staff, the Kaizen team will uncover key requirements that inform special user elements and workflows that our design team will pay special attention to while constructing the interface. Examples include the following Desired report types and financial close proces
Required documentation and customizations for facility rentals or reservation Templated disclaimers, forms, and activity settings from program registration Templated messages for scheduled e-mail or text message notification Desired administrator notification settings, reminder settings, and user preference Desired settings for instructor dashboards
Analysis of stored household and customer record
Desired settings that must be transferred into new user profile Analysis of prior program setting
Desired programs and settings that must be transferred into the new platform for user convenienc
Analysis of membership setting
Desired memberships and settings that must be transferred into the new platform for user convenienc
Analysis of POS setting
Desired POS and settings that must be transferred into the new platform for user convenienc
Related activities and processes that will inform a seamless transition between recreation platforms
66Page 3 of 36

Design, Protoyping, Error Identification
In this phase, we create and refine various prototypes to be tested and deployed, including Design wireframes and a user testing plan for review and approval by the Pima County A live, accessible sandbox system that includes the following A full test environment for project users to use the new point-of-sale and reservation management system and make test registrations, memberships, POS items, summer camps, facility rentals, and other required feature workflows.

Newly designed landing pages that include information fully styled to the new branding aesthetic defined by the Pima County team including but not limited to: fonts, logos images, color palettes, and other assets
Full reporting, resident workflows and payments.

In this phase, the Kaizen team will also establish a process for identifying and correction errors throughout the course of implementation. The frequent and rapid weekly feedback cycles that exists in this phase between Pima County Staff and Kaizen implementation specialists will allow the Pima County team to provide written feedback to our team every week, and iteratively resolve errors or feedback based on required deliverables produced by the Kaizen team. Our team relies on the information gathered from this stage to quickly understand the needs of staff members, user identify of Pima County residents, and important prioritization of the most critical needs.

Data Conversion and Tyler Technologies
Integrations
In this phase, Kaizen representatives will scope out requirements and integrations required to support the requested integration with the following Pima County systems Tyler Financial Syste
Bank of America Financial Service
ActiveNet
67Page 4 of 36

Tyler Financial System and ER
Our integration team has integrated on multiple occasions with the Tyler Payments API, and our system will natively integrate into payment endpoints provided by the Tyler Payments system.

Users on the Kaizen platform will administer payments normally for charges, refunds, invoices, and other payment needs, and our system will communicate with the Tyler Payments API on the system backend
Our system supports a bi-directional sync with this data via a polling API model such that data that lives outside our system and exclusively in Tyler Payments can be back-synced into the Kaizen platform at anytime
Our robust reporting engine supports out-of-the-box integrations with the entire suite of Tyler ERP systems - ERP Pro, New World, Eden, and other compatible versions. Our integrations team will configure all reporting features with an “Export To ERP” button that will communicate directly with a physically hosted SQL server that is managed by the County Report data can be requested at any time, scheduled by administrators and sent to the Tyler ERP via a bi-directional sync.

ActiveNe
Almost 50% of the communities that we have worked with thus far have used ActiveNet as a prior vendor and have (in some cases) decades worth of data to transfer. Our team is incredibly experienced in exporting ActiveNet data that can be easily ingested into our system before launch. County staff will provision Kaizen administrators with access to the ActiveNet system, and our engineering team will run report exports that will be passed to a scripting engine that will automatically import data into the Kaizen system.

Our system is capable of importing user information, prior registrations, memberships, facility reservations, calendar data, household information, class registrations, and similar data models. 68Page 5 of 36

ArcGI
Our ArcGIS integration is capable of streaming all GIS data from a cloud-hosted or self-hosted ArcGIS instance. This data can be visualized on the Kaizen platform via our own map-tiling system
Our system supports out-of-the-box integrations with Google Maps and Mapbox to overlay realtime GIS data onto the latest generation map-tiles.

The Kaizen mapping system that integrates with upstream ArcGIS data and is beautifully rendered in our platform. 69Page 6 of 36

Initial Build of Core Features and
Requirements
In this phase, Kaizen Labs will configure the interface that meets the most important and core requirements of the new Point-of-sale and reservation management System Onsite Activity Registrations – with kiosk hook-ups.

Program/Activity Registration (team or individual) with efficient copy /paste for ongoing

programs with multiple classes, such as swimming lessons.

Internet/App Registration and Enrollment (commonly-available computers and mobile devices)
o
Facility Management/Booking/ Permits (in real time)
Outdoor Sport Court/Field Permit Reservations
o Equipment Rental (tables, chairs, AV, etc.)
Cemetery plot sales and agreements
o Community Garden Plot booking
Aquatic Lane Use Booking/Reservation
Tennis Court Reservations
Park Site Reservations
Golf Course Managemen
Tee time managemen
Tee sheet schedulin
Digital and mobile scorecar
Direct Payment Processing from Customer
Ability to auto-collect monthly fees: bank ACH scheduled renewal payments with minimal fees Advanced Communications Feature
Custom Activity Survey capabilit
Pre-designed templates including various email element
Emailing capabilities including customers of like interests, etc Ability to print customer mailing labels
Text Messaging (single and bulk
Automated messages for birthdays, membership anniversaries, etc Automated membership and locker rental renewal notices
League Schedulin
Advanced POS Feature
Beverage and food cart, merchandise, sponsorships, fee collection, and inventory. 70Page 7 of 36

Childcare/Summer Camp Scheduling Reports/Booking and Attendanc Locker Rental booking and payment
Calendars: Activity/Facility/Even
Volunteer Management: volunteer registration/sign-up, communication tools Volunteer tracking, reporting
Ticketing capabilities; Events, Reserved Seating w/site map and seat assignments Customer Gift Card purchase
Fully customized and tailored reportin
Standard Reports in different formats: Facility/Court/Golf Course/Rentals Use, Memberships, marketing, financials, sales, Rosters, multiple users allowed Ability to export reports as pdf, Excel, etc
Financial Reports for multiple GL account
Program/Marketing Report
Member Report
Program attendance roster
Usage reports for members and drop-in customer
Ability to create and save ADHOC report
Ability to schedule generated reports, weekly/daily/ etc. and emailed to designated staff member(s)
Facility utilization report
Customer population reportin
Single entry of class descriptions across platforms (catalog, social media, marketing Payment by Customer / Processing Fee
County is to receive full payment for all RMS transaction by Customers County will issue payment to RMS Provider for Customer’s transactions On-going Training opportunities, both Virtual and On-Sit Membership entry compatible with unique access cod
Mobile compatibilit
Cloud-based functionalit
Fully compatible with existing equipmen
Musco-lighting integratio
Full cybersecurity adherence
71Page 8 of 36

Optimal performance on Chrome or Edg
Graphic elements that are customizable by County, e.g., branding design elements, logo and editable headers and footer
Full import and data conversion from ActiveNet
Iterate and Transfer Critical Data
In this phase, Kaizen Labs will complete the application build-out, and transfer critical user data from the existing recreation software and prepare for launch.

User Account Information: Our team is experienced in exporting all user information from the existing ActiveNet and CourtReserve systems in long-form data formats like CSV or XLSX. At this point, Kaizen administrators can import this information into the new system using a bi-directional data sync that can be easily run at automated periods suggested by the Pima County team. This will ensure that the latest user information is transferred up until the desired go-live-date. We are capable of transferring all user information that does not violate any State defined PII (personally identifiable information) statues or clauses.

Calendars, Past Programs, Reservations, and Memberships: Using a similar data export process, our team will export critical registration and reservation information from the existing recreation software and begin syncing data into the new platform. Our system is capable of transferring one million data records every hour, and in many cases our transfer process is complete with 72 hours.

Data is then ingested into our platform using a bi-directional data sync that can easily be automated to run at periods suggested by the Pima County team. Data that can be transferred includes but is not limited to
Prior or currently active facility rentals and reservation Customer and POS informatio
Prior or currently active calendars, scheduled events, and program Prior or currently active program registrations, camp registrations, rosters, and disclaimer Prior or currently active form submissions, stored documents, and non-expired waiver Prior or currently active membership registrations and payment statuse The Kaizen team is happy to write an additional integration to transfer data forms not mentioned above. This comes at no cost to the Pima County team.
72Page 9 of 36

Metrics and Analytics
Kaizen Labs harvests two (2) classes of analytics. The first class comprises web interactions like the following
Unique visitor
Number of application visit
Time spent on each pag
Outbound link click
Button click
Geographic region of acces
Bounce rat
Device use
Top pages

The data for these interactions is never sold, manipulated or viewed by any third party. We take great care to secure these metrics and contractually ensure that they are owned and used entirely by the Pima County team..

The second class of metrics comprises custom, project-specific analytics. We support an unlimited amount of custom additions and never charge for this service. In this case, Kaizen Labs would create an analytics dashboard for administrators that would delightfully visualize empirical data for the following
Number of application page visits filterable by periods of tim Number of actions, transactions and customer service request Application searches grouped by category, keyword and view resul Number of requests and responses per departmen
Weekly, monthly and yearly snapshots of application performanc Facility reservations, membership usage data, inventory reporting and mor Programs, rosters, camp registrations, and recreation center usag POS usag
Kiosk usage
73Page 10 of 36

Hosting,DataUploadandNumberof
Users
Kaizen Labs offers a white-glove service for all of its products. Part of this service includes free hosting and data storage with no constraints on storage limits or bandwidth usage. We will use Google Cloud to host and run all web services, which is a cost and overhead completely assumed by us. At scheduled intervals determined and approved by the Pima County team, we will perform maintenance of the system where new design improvements, requested changes and performance enhancement will be made to the application. At the request of the Pima County, Kaizen Labs will provide coding and development documentation and artifacts.

Our products are also capable of having over 10,000 concurrent user sessions, meaning that 10,000 individuals can freely use our interfaces at the same time with no performance degradation. We perform monthly tests to confirm this metric, distribute our services across data centers around the world, and ensure that all applications load seamlessly under high-volume usage. 74Page 11 of 36

ImplementationPlan
Team Structure
Please meet our experienced and credentialed team for the Pima County’s Point-of-sale and reservation management System project (additional team members can be assigned at the request of the County):

Nikhil Reddy
Education Resume Key Responsibilities
Nikhil Reddy is a graduate of the University of
California, Berkeley where he earned a Bachelor’s in
Electrical Engineering and a Bachelor’s in Computer
Science and minored in Urban Planning and
Philosophy. He was an early engineer at Anduril
Industries, a next-generation defense company
working on the autonomous future of national
security. He led large engineering and design teams
in the development of drone
interfaces for military operators around the world.

He was a founding engineer at Archive Resale, a
design startup building native, customizable, resale
marketplaces for the world’s best fashion brands.

Nikhil has 8 patents for complex software systems
related to drone flights-planning, and has won
multiple design awards for his work building beautiful
web-applications and e-commerce systems.
75Page 12 of 36

Debra Bilbrey-Honsowetz
Education Resume Key Responsibilities
Deb has more than 33 years experience in the Parks
and Recreation field. Most recently, she successfully
led Northville and Canton Township’s Recreation
Departments for a combined 30+ years. She is known
as a leader whose strengths include fostering
development of innovative recreation programs,
while managing a $10 million operating budget and
capital improvement projects, along with 56 full-time
and 300 part-time employees.

After her retirement, Debra joined Kaizen as a
strategic advisor. She keeps the Kaizen team
grounded and focused on building core product that
genuinely makes the lives of Parks & Recreation Staff
easier. Her direct experience and unique focus on the
pain-points of Parks & Recreation teams allows our
team to maintain accountability and build the best
possible product for our partners.

Sue Martin
Education Resume Key Responsibilities
Sue brings nearly 20 years of experience to Kaizen
after a two-decade long tenure at the Sarasota Parks
& Recreation Department.

She has managed nearly every aspect of the thriving
department, and joined Kaizen as a strategic advisor
in 2023.
76Page 13 of 36

KJ Shah
Education Resume Key Responsibilities
Before he co-founded Kaizen, KJ began his career in
finance and technology. As an Investment Banking
Analyst at William Blair, he contributed to
transactions worth over $2B, including IPOs, M&A,
and equity raises for high-growth software firms. He
also assisted in projects focused on civic technology
clients.

Later, KJ joined Flockjay, an edtech firm, as Chief of
Staff to the CEO, where he handled investor
relations, finance, business operations, and strategic
planning. KJ is also a passionate hiker and
backpacker, and has transformed his hobby into a
successful photography business, showcasing his
work to a global audience.

John Puma
Education Resume Key Responsibilities
John is a seasoned startup professional with 7 years
of experience and expertise as a former founder in
the real estate technology market. Equipped with a
degree in Management and Entrepreneurship from
Northeastern University, John launched a company
during college that was successfully acquired.

His early-stage startup knowledge has been
instrumental in scaling operations for 12+ startups
and contributed to fundraising efforts of over $90M.

Prior to joining Kaizen, John led operations at
AbstractOps where he helped organizations navigate
payroll tax compliance with state agencies and local
municipalities. 77Page 14 of 36

Emeline Wu
Education Resume Key Responsibilities
Emeline is an engineer-turned-product manager who
has spent 8 years leading software engineering and
design teams. Before joining Kaizen, she focused on
data analytics solutions servicing both government
and commercial customers at Palantir Technologies.

She worked directly with customers to utilize their
data to solve critical business problems. Prior to
Palantir, she worked in bioengineering: at a genomic
sequencing startup and orthopedic surgery research
lab.

Rachel Rose Waterhouse
Education Resume Key Responsibilities
78Page 15 of 36

Rachel Rose Waterhouse is a designer and engineer
with expertise in qualitative UX research, systems
thinking, and iterative design and development.

Rachel excels in hybrid roles within multidisciplinary
teams, where she tackles complex domains and
open-ended challenges to craft creative and
engaging solutions. Prior to joining Kaizen Labs,
Rachel worked as a frontend engineer and designer
at Rivian, where she designed and built scalable
software tools to support manufacturing. She also
designed and developed data visualization tools for
NASA JPL and CalTech, interpreting deep sea ocean
sediment and cloud simulation data. Rachel's
portfolio includes work for clients such as SFMoMA,
Intel, Google, California College of the Arts, and
independent media artists as a creative technologist.

Apollo Jain
Education Resume Key Responsibilities
Apollo was the Chief Technology Officer at the
Associated Students of the University of California,
where he led several software projects for the
undergraduates. He also conducted renewable grid
County planning research at the Renewable and
Appropriate Energy Lab (RAEL), where his team won
the United Nations Global Pulse Award. Apollo
interned at Tesla Motors and Palantir Technologies
before joining Anduril Industries, where he
contributed to the company's Counter-Drone
Portfolio, winning a $99M contract through the
Defense Innovation Unit (DIU).

He later worked at Systems & Technology Research
(STR) as an Engineer in the Intelligence Tools &
Applications Team, where he developed analytics
software tools for the US Government and her allies.

79Page 16 of 36

ImplementationPlan
CountyStaffingandResourceRequirements
In order to ensure the success of the project work plan and implementation plan, we have outlined our expectations for the Pima County’s involvement below.

Project Responsibility
of County Personnel
Description # of FTEs
Project Lead See next page 00.05 FTEs
Test Staff See next page 00.05 FTEs
IT Staff See next page 0.025 FTEs
Finance Staff See next page 00.05 FTEs
80Page 17 of 36

Role Descriptions County Staffing and Resource Requirements Project Lead: The County will appoint a skilled project lead who will act as our primary liaison. This person can be a senior recreation coordinator, management analyst, assistant director, or similar profile. This person will offer expert guidance to ensure the project's success. Involvement can include the following: arranging important meetings to track progress, promptly escalating any concerns or obstacles that arise with the platform, and providing guidance on key design or implementation decisions
Test Staff: We anticipate that department staff will be the most active internal users of the new platform. These individuals will be responsible for utilizing the platform as part of their daily workflow and will have the opportunity to provide valuable feedback to their department heads.

This feedback can then be shared with Kaizen for ongoing improvements to the platform IT Staff: The County will appoint a key IT staff member that will be contacted for tasks such as:
final domain DNS pointer management, domain whitelisting, and other small IT tasks that should be able to be completed in 30-45 minutes.

Finance Staff: The County will designate key finance staff members to facilitate any integrations with preferred payment gateways. These staff members will collaborate closely with Kaizen staff to guarantee that all necessary configurations, including accounting and reporting, are accurately set up.
81Page 18 of 36

Implementation Plan
Compatibility
One of our proudest accomplishments is the ability
for our software to remain performant, stunning, and
usable across all computer devices, regardless of
platform or form factor. The only requirement for our
platforms is an internet connection and access to a
web-browser like Chrome, Microsoft Edge, Opera, or
Firefox.

Minimum Browser Versio
Chrome Version 8
Microsoft Edge Version 9
Opera Version 1
Firefox Version 100
iPhone iPad
Desktop
82Page 19 of 36

YourStronglyDesiredCapabilitiesAtAGlance
We invite you to explore the full range of our offering in our provided attachments, but the Kaizen team wanted to specifically highlight a few of the capabilities that the Pima County team specifically listed as high value for its staff and residents.

Discovery
Our Point-of-sale and reservation management System is designed to provide a beautiful and informative discovery experience, making it easy for both residents and visitors to explore and engage with your County's parks, facilities, and other communal spaces. By enabling seamless navigation of your County, our software empowers users to spend more time enjoying the County's offerings and generates greater revenue for your department.

Facility, Court, and Campground Reservations
Our software enables efficient management of reservations across all your department's facilities, courts, fields, and other shared spaces, both in-person and online. Administrators can create and set custom filters to easily identify availability across search criteria. Each facility is showcased on its own dedicated page, with high-resolution photos, detailed descriptions, rates, location, and any other relevant information you wish to include. Our integrated master calendar ensures no double bookings occur, and our comprehensive reservation and checkout process includes deposits, permits, custom forms, and waivers that can be generated and emailed to customers or accessed directly through their platform accounts.

Activity andProgram Registrations
Our software empowers County staff to efficiently create and modify activities and programs within your department, adjust pricing, generate digital forms, and assign relevant roles. We enable residents and visitors to securely register from any device they choose and provide the tools for staff to support the registration process. Our system assists in managing program participants by creating program rosters, tracking attendance records, wait lists and instructor payment records. We offer automated email receipts for registrations/permits upon checkout, ensuring a smooth and hassle-free experience.

Whether it's a summer camp or a tennis match, our software streamlines the registration process and allows residents to fully participate in all the exciting activities and programs your County has to offer. 83Page 20 of 36

MembershipPassManagement
Dynamic membership management capabilities are essential to any parks & recreation department.

Kaizen’s software supports a broad range of membership types, fully backed by member registration and onboarding flows, membership renewals and payments, member communication tools such as email and SMS, member event and program management, and data analytics to track member engagement and retention. By working with Kaizen, cities can streamline their operations, improve member experience, and increase retention rates. The software can also help with targeted marketing efforts to attract new members and grow the organization's community. 84Page 21 of 36

Next-Generation LeagueManagement
Our software offers comprehensive league management capabilities to streamline the organization and operation of sports leagues in your County. Depending on the needs of your department, these capabilities can include online registration and payment processing, scheduling and team management, scorekeeping and standings tracking, communication tools for coaches and players, and the ability to generate custom reports and analytics. With Kaizen, cities save time, reduce administrative burden, and improve the overall experience for local athletes. 85Page 22 of 36

CalendarIntegrations
At Kaizen Labs, we understand the importance of keeping track of events and availability. That's why our system includes calendar integrations for both activities and programs as well as registration purposes. By integrating with popular scheduling providers like Google Calendar, we make planning easy and streamlined. Residents can easily manage their registrations, reservations, and other local engagements through their own dedicated calendar, centrally located in their platform account.
86Page 23 of 36

Real-Time DataAnalytics,Financial,and Reporting
Kaizen Labs has developed a powerful and adaptable reporting tool that gives staff complete control over their department's data and how it is used. The tool is equipped with filters, fields, and tagging to streamline the process of retrieving information, and integrated communication flows make it easy to sort, save, and send custom reports.
87Page 24 of 36

Ticketing and Event Management
Community events play a vital role in enhancing the social, economic, and cultural fabric of any community. With Kaizen’s Point-of-sale and reservation management System module, cities can easily generate and distribute tickets or registration proof for various community events. Users will receive their tickets and receipts via email and can retrieve them on their mobile device using QR code. Meanwhile, administrators can access a comprehensive management interface to verify purchases, registrations, and modify user access to events. 88Page 25 of 36

Physicaland Digital Point-of-Sale
Kaizen's Point-of-Sale (POS) interface streamlines the transaction process for County staff, allowing them to quickly enroll participants in local programming, reserve facilities, and sell merchandise and concessions. Our integrated inventory control system allows for real-time tracking of product availability across all relevant locations, providing staff with accurate information on item stock levels. With the ability to seamlessly integrate with cash drawers, barcode readers, receipt printers, and credit card readers, this PCI-compliant gateway offers a streamlined approach to managing customer payments.

Mobile Responsiveness
Kaizen Labs is dedicated to providing a seamless digital experience across devices, whether users are using desktop, mobile, or tablet. By providing a responsive mobile experience, Kaizen helps cities ensure that their most vital services meet WCAG standards and stay open and accessible to everyone.

Resident Surveys and Inquiries
We make it easy to listen to your community! Kaizen Labs enables integrated surveys and feedback portals. This allows your County to capture public sentiment, triage any concerns, and respond to resident inquiries in a way that reaffirms their voices are being heard.

Marketingand Mass Comms with E-mail and SMS
Keep your residents in the loop! Whether it’s a community meeting, or a last-minute cancellation, schedule and send emails or SMS messages efficiently to ensure that your community stays informed and gets updates in real-time. 89Page 26 of 36

ImplementationPlan
CybersecurityPolicies
All of our services are hosted on cloud servers (exclusively Google Cloud), and we maintain a quarterly security audit where our systems are vulnerability scanned, penetration tested, and cloud audited for regulatory changes, access control issues, and other security controls.

Data Storage

All of our data is stored on Linux-based, high-
throughput cloud Postgres databases provisioned by
Google Cloud. We have multiple redundancy zones for
each database cluster. All data, including PI, SI, and
PII information is backed up nightly and transferred to a fully encrypted cold storage cloud environment also
provisioned by Google Cloud.

Data Encryption, Protection, Retention, and Disposal

All data is encrypted at rest, ensuring that it can only be accessed by authorized roles and services, with
audited access keys. Data is first chunked and each
chunk is encrypted with its own private key, and the
key itself is also re-encrypted. If a chunk of data is
updated, it is encrypted with a new key, rather than
by reusing the existing key.

Data Backups

Data will be routinely backed up, as outlined under
the ‘Data Storage’ section. All of our data backups
exist as zipped SQL files that are stored in multiple
redundant cold storage cloud solutions. Upon
request, we provision and ship physical encrypted
hard-drives to our customers.

All digital backups are fully encrypted using AES 256-
bit encryption techniques. The service master key is
automatically generated and stored in the system
master database when provision the database. This
key will be used to encrypt the database master key,
which is unique to each instance and used to protect
the certificate. The certificate is an asymmetric key
that is actually used to encrypt the database backup.

Security and Privacy

In order to ensure that we deliver outstanding
support to our partners, we prioritize security as our
topmost concern. We remain compliant with the best
security practices such as SOC2, HIPAA, and
ISO27001 frameworks to safeguard sensitive resident
data, including PHI, from loss, theft, or misuse. We
also follow a secure-by-design approach and
constantly integrate new security controls to
monitor and address any suspicious activity. Our
payment processing engine is PCI Level-1 Compliant,
which is the most rigorous standard industry wide.

We test this integration every day to ensure proper
compliance standards and uptime. This PCI-compliant
gateway offers a secure approach to managing
customer payments.
90Page 27 of 36

ImplementationPlan
Flexible Architecture
Flexibility Without Corruption

As inevitably is the case during long engagements with municipalities, customization and new integrations are important. Needs change, but that doesn’t mean that systems should lose or invalidate data.

When we work with different communities, we make it clear that data that we import from other systems can be converted, manipulated, and imported without fear of corruption or loss.

To begin, all data is routinely backed up every 12 hours. These backups exist as zipped sQL files that are redundantly stored in multiple cloud locations. When data is transformed and imported into our platform, it goes through multiple rounds of escalation, first being imported into a development instance that has no impact on real customers or residents. If and only if data is processed successfully is the data transport escalated to our staging environment, which is an exact replica of our production environment. Finally after 2 rounds of exhaustive testing, cleaned data will be imported into our production interface for official import.

Full Configurability Out Of The Box

Whether it’s handing a summer camp registration, tinkering with a facility reservation, or managing a community center membership, different municipalities require different system behavior. At Kaizen, this desired level of configurability isn’t a system limitation, it’s one of our biggest strengths. All of our interface come equipped with extremely powerful administrator dashboard that allow our partners to toggle everything from allowed booking types, supported payment methods, unique structures for pattern reservations, and similar functionalities out-of- the-box. By building for customization from the get-go, our platforms give maximum authority to the Pima County team to decide how the system should perform and for administrators and residents.

Steve Reilly
“The Kaizen platform has out-of-the-box configurability unlike any platform I have used in more than 25 years working in Parks & Recreation.” 91Page 28 of 36

Implementation Plan
Test and Production Environments
For all of our deployments, the Kaizen team follows an incredibly rigorous and well-tested deployment procedure to ensure system efficacy and usability. Here is a brief outline of how we delegate responsibility and system function across multiple environments and escalate our final interface deployment into a production setting.

Test Environment Setu
Set up a dedicated test environment that mirrors the production environment as closely as possible Ensure the test environment includes all necessary hardware, software, and infrastructure components Populate the test database with a representative dataset that covers a wide range of scenarios and use cases Unit Testing
Conduct unit testing for each individual detailed process and transaction Develop test cases for each unit of code to ensure its functionality meets the specified requirements Utilize automated testing tools and scripts where possible to streamline the testing process and ensure consistency
Parallel Testing
Conduct parallel testing, if appropriate, to compare the performance and results of the new system with the existing system
Run transactions and processes simultaneously in both systems to ensure consistency and accuracy Identify any discrepancies or issues between the old and new systems and address them accordingly System Testing
Perform comprehensive system testing to validate all processes, interfaces, and conversions Develop test scenarios that cover all possible workflows and user interactions within the system Test all interfaces to ensure seamless communication between different modules and external systems Verify the accuracy of data conversions by comparing the data in the new system with the original source data Execute test cases to validate the functionality of reports, account history, notes, and ad-hoc reporting features. 92Page 29 of 36

Verification Methods
Implement methods to verify the accuracy of information relative to transaction processing and data conversion Conduct data reconciliation to ensure consistency between different data sources and modules within the system
Perform end-to-end testing of critical processes to verify the integrity and completeness of transactions Utilize sampling techniques to validate a representative sample of transactions and data elements Engage end-users and stakeholders in user acceptance testing (UAT) to validate the system against their requirements and expectations
Production Environment Setup
Set up a production environment that mirrors the test environment, including a complete mirrored database Ensure all functional, technical, and performance requirements are successfully demonstrated in the production environment
Validate the production environment through rigorous testing before transitioning to live operations Documentation and Reporting
Document all test cases, test results, and issues encountered during testing Provide clear and detailed reports on the testing process, including any deviations from expected results and their resolutions
Maintain comprehensive documentation for future reference and audit purposes. 93Page 30 of 36

Implementation Plan
Schedule
Our deployment team will complete the development and delivery of a flagship point-of-sale and reservation management interface for full launch by August 1st, 2024.

Milestone Estimated Date(s) of Completion
Phase 1:

Stakeholder engagemen
Final project scope confirmation
March 2024
Phase 2:

Functional design prototype
Initial platform construction
April 2024
Phase 3:

Data, reporting and CM
Data conversion, import, and account transfer
May 2024
Phase 4:

Deployment and testin
Staff training sessions 1-4
June 2024
Phase 5
Complete build and host applicatio
Capture key metrics and analytics
July 2024
94Page 31 of 36

PimaCounty, CO
TrainingPlan
95Page 32 of 36

Implementation Plan
Training Plan Overview
Our user training sessions typically consist of four (4), two (2)-hour sessions. Kaizen Labs takes a hands-on, personal approach to user training. Rather than providing a mere manual, we provide in-person training sessions, supplemented by additional virtual trainings, to ensure everyone is fully trained and confident in their new knowledge. It is important to us that everyone is as comfortable navigating and editing the system as we are. Our team can guarantee that senior level personnel will provide training themselves. Digital resources will be combined with our personal experience to provide the best training possible at each session. After initial training, the County will be equipped to implement the Train the Trainer Approach, at it’s discretion.

It is recommended to do all training sessions in
person. However, our team is prepared to create any
type of training format that best suits the County. We
offer this training as ongoing support throughout the
deployment phases. We further understand that
County staff will require help desk support in order
to handle any technical issues that may arise. Please
review our four (4) session training model in detail as follows:

Session 1 provides training to administrators on
the complete citizen-facing workflow so they can
easily answer support queries, suggest
improvements and learn about each step of the
reservation or management process
Session 2 provides training on all administrator
interfaces and portals. This training covers
administrative actions, support edge cases and
every feature related to processing an inquiry
Session 3 provides training related to all third-
party integrations and reporting. We provide
training to administrators on analytics dashboards
that promote good digital hygiene around
analytics, weekly reporting and sharing success
metrics with other departments.

Session 4 provides a live play test where we work
closely with administrators to simulate a series of
citizen interactions including customer support
requests and physical scenarios like in-person
payouts or registration. Our focus in this session
is to cover all major features of the platform,
ensure system efficacy and prepare
administrators for production deployment.

Documentation and Recorded Videos

Kaizen is fully committed to meeting the
documentation requirements outlined in the RFP. We
understand the critical importance of providing
comprehensive support for the system post-
implementation. As part of our commitment, we will
diligently prepare and maintain all necessary
documentation, including but not limited to training
materials, online help resources, product
documentation, how-to guides, and any training
delivery documentation. Our aim is to ensure that the
system operates seamlessly and can be efficiently
maintained by your team. Kaizen is dedicated to
delivering a holistic solution, and we take pride in our proactive approach to documentation and support.
96Page 33 of 36

The Director gives it a try
Making friends and talking Parks
Ideating on the future of the platform
Diving deep into our rich new features
Our engineers, product leads, and the Weymouth team
Will Ashworth
“Thebest user training I’ve ever had. I finally felt like I was usingan application built in this century.”
97Page 34 of 36

To begin, Kaizen never charges an additional fee or hourly rate for any training. We bear the cost of all transportation, lodging, meals, during training sessions. We stand behind our products and do not believe that our customers should have to pay to be trained to use our products.

Training In Different Contextual Settings
A dedicated training team will be responsible for conducting in-person training for both on and off-site classes.

This team is comprised of our company’s product managers and customer success specialists. They are technical individuals who have been trained extensively with our platform and work directly with engineering teams to build new features. These trainings happen on a quarterly basis, and our in-person team commits to staying on customer location for the entire week to conduct trainings for staff, customers, and other individuals Our team often collaborates directly with the Communication and NRPR teams to organize in-person trainings for residents that want to learn how to use the new system if interesting to the community This team at Kaizen is also responsible for providing unlimited virtual trainings via Microsoft Teams or virtual call.

These trainings can be requested as frequently as necessary by County staff, and are designed to provide quality guidance on how to use our platforms. These sessions are recorded and sent to staff for future references, and customers can request a session at any time via direct message, e-mail, or phone call Core Project team training is conducted as a series of in-person classroom workshops as described in the previous page. Our intention is to thoughtfully integrate with the core users of our platform and make sure they are fully trained on every interaction method
Technical training for administration and data related services are also conducted in-person and virtually. Every deployment team at Kaizen that conducts an in-person training session is also equipped with an integration and data engineer at the company, meaning that staff time can be scheduled at anytime during our in-person week with this individual. Additionally, they are also present during virtual trainings.

County Role During Trainin
Our intention is that the County shall bear no responsibility for designing and implementing the training plan, and developing training materials
The Kaizen team offers a white-glove training service, meaning that it is our responsibility to compile all these materials and design a training plan that is compatible with the County The County’s primary role will involve helping with the logistics around choosing dates for in-person trainings and organizing staff in a central room location or facility. Before trainings start, the Kaizen team will reach out to Core Project resources as a part of the County to better understand what areas of training should receive more focus.

Our hope is that the County team is also involved in this process of feedback and iteration so we can conduct the best possible training sessions.
98Page 35 of 36

On-Going Trainin
On-going trainings can be requested at any time by County staff, and the Kaizen team contractually agrees to free in-person training and feedback sessions once a quarter. This process is free-of-charge, and our in-person deployment team will work with the County to plan these quarterly in-person training sessions well in advance We believe deeply in running in-person training sessions quarterly because our platform is dynamic and constantly improves - our goal is to push updates that improve the overall experience for residents and staff as frequently as we can, and quarterly training sessions are important for our team to acquaint ourselves with staff and ensure that there is close collaboration between our team and the County’s when these new features are released Virtual training can be requested for free at any time via e-mail, phone, or direct message. There is no limit on these trainings and the Kaizen team contractually agrees to scheduling virtual training sessions with staff within one week of request
Topics for training sessions when not centered around specific queries or workflows requested by the County will be focused around new product features, platform features, end-user experiences, administrator features,and reporting export.

Customizing our out-of-the-box trainin
As expressed throughout this proposal submission, our company’s core competency is the customization of our interfaces, design, process, and implementation to match the needs of the County’s specific workflows. The same applies to our training process. If the County requests that specific information or process be conducted during training session, our team is welcome to feedback to iterate and define new process 2 weeks before any in-person training session, our team will submit an official training plan outlining a schedule and key objectives of the training. If the County has any modifications to this process, we ask for a one-week resolution period so our team has enough time to prepare for a revised training process For virtual trainings, custom requests can be made and the virtual meeting will include relevant staff members that are most helpful for County staff to walk through specific workflows, requested changes, and other key processes.

At-will and online-hel
As we encourage readers to view in our support and training section, the Kaizen team is incredibly committed to the production of training manuals, instructional videos, frequently updated private forums for our customers. Our intention is to share learnings with different communities and encourage a culture of feedback and iteration.

These services come at no cost to Pima County, and are in addition to our personalied in-person and virtual training sessions with direct Pima County staff.
99Page 36 of 36

Contract No.: MA-PO-24-162 Page 1 of 1
Exhibit B: Ongoing Support Program

EXHIBIT B: ONGOING SUPPORT PROGRAM (8 PAGES)
(Attached)

EXHIBIT B: ONGOING SUPPORT PROGRAM
(8 PAGES)

PimaCounty, CO
SupportProgram
100Page 1 of 8

Support Program
Support and On-Going Maintenance
Kaizen Labs is committed to providing the Pima County with the necessary support to guarantee the ongoing success of our proposed platform. Our team of live support personnel, based in the United States, is available to answer any questions that your staff members may have and provide them with the necessary guidance to ensure their confidence in using the platform around-the-clock.

Technical Support Staf
Kaizen will assign a team of five dedicated technical support staff, including two system administrators, two database administrators, and one technical support specialist. These rotating staff members will be available 24/7 to assist the County with any technical issues that arise. Communication methods include phone, e-mail or Microsoft Teams direct message These team members are required to have a minimum of five years of experience performing customer support and technical partnerships work at similar companies serving customers like Pima County. These teams work directly out of company headquarters located in both Los Angeles and New York City Emergency and 24x7 Support
Enhanced emergency support will be available 24/7 for critical issues that require immediate attention. County staff can contact our on-call support team at any time by contacting via e-mail, Microsoft Teams message, or phone. An on-call member of our technical staff is available to troubleshoot issues and is equipped with multiple escalation procedures to ensure prompt resolution in the case of severe issues like outages Service Level Agreements
SLAs will be established for repairing standard system problems.

Critical Issues
Level 1: Response time of 15 minutes, resolution target of 1 hour Level 2: Response time of 30 minutes, resolution target of 4 hours Level 3: Response time of 1 hour, resolution target of 8 hours High-Priority Issues
Level 1: Response time of 30 minutes, resolution target of 4 hours Level 2: Response time of 1 hour, resolution target of 8 hours Level 3: Response time of 2 hours, resolution target of 16 hours Low Priority Issues
Level 1: Response time of 1 hour, resolution target of 8 hours Level 2: Response time of 2 hours, resolution target of 16 hours Level 3: Response time of 4 hours, resolution target of 24 hours. 101Page 2 of 8

Future Enhancements and Upgrades
A dedicated product development team will be responsible for evaluating, prioritizing, and developing future enhancements and upgrades. Regular meetings with the County's stakeholders will be held to gather feedback and prioritize development efforts, with quarterly releases of new features and enhancements In many cases, these improvements get rolled out on a monthly basis Kaizen never charges an additional fee or hourly rate for these changes. We feel like our platforms should behave like a flagship application on your favorite App Store. It should frequently update with the latest features and improvements without prompting you for additional payment Tiered Support Options
Enhanced support is available for all of our communities at no additional charge. We do not bucket our customers into support tiers. Instead, we invest heavily in our support mechanisms and provide the best possible support to every community that signs on with us.

Extended Agreements
That said, extended agreements will be available to provide additional services or benefits, such as extended support hours, dedicated account management, or custom development services, if desired by the Pima County team.

Hourly Cost for On-Site Technicians
On-site technicians will be provided for free during regular business hours and after-hours support, with no minimum charge per visit. Additionally, remote support tools will be provided to expedite issue resolution and reduce downtime. We stand behind the products we build, and if something is wrong, it is not Pima County’s responsibility to pay for a resolution
User-based Support Groups
User-based support groups or programs will be established, such as an online community forum, where users can ask questions, share best practices, and provide feedback to the proposer. Monthly webinars and training sessions are conducted to educate users on new features and best practices..

Implementation Support Services
Comprehensive implementation support services will be provided to assist the County with the initial setup and deployment of the solution. This will include on-site training, documentation, and technical assistance during the implementation phase. A dedicated implementation team will be assigned to the County to ensure a smooth transition
Implementation Support Services
Comprehensive implementation support services will be provided to assist the County with the initial setup and deployment of the solution. This will include on-site training, documentation, and technical assistance during the implementation phase. A dedicated implementation team will be assigned to the County to ensure a smooth transition.
102Page 3 of 8

Client Requests for Enhancement
Client requests for enhancements or corrections to the software will be evaluated based on their impact and feasibility. Requests that are deemed beneficial to the majority of clients will be included in future upgrades at no additional charge. A dedicated feedback portal will be provided for clients to submit and track enhancement requests
Support Methods and Hour
Enhanced support methods, such as phone, email, and Microsoft Teams chat will be available 24/7, with guaranteed response times of 30 minutes for critical issues and 2 hours for non-critical issues. Additionally, a dedicated support portal will be provided for clients to submit and track support requests Senior Technical Advisor Availability
A senior technical advisor will be available 24/7 with cellular phone support for the duration of special processes or events, ensuring that the County has access to expert technical support when needed. Quarterly business reviews will be conducted with the County's stakeholders to review performance and discuss any upcoming needs or enhancements
Sample Annual Maintenance Agreement
A sample of the annual maintenance agreement will be provided, outlining the terms and conditions of the maintenance agreement, including support levels, fees, and terms of service. The agreement will be flexible to accommodate the County's evolving needs and requirements.

Schedule For Addressing Issues Or Defects

Ranking Scal
Critical: Issues that cause system downtime or significantly impact core functionality High: Issues that impact multiple users or critical processes but do not cause system downtime Low: Minor issues or cosmetic defects that do not impact functionality Problem types include but are not limited to: system crashes, data corruption, security vulnerabilities, functionality errors, performance degradation, user interface issues, cosmetic defects, usability improvements.

Issue Resolution Proces
Critical: Immediate escalation to Level 1 support for resolution within 1 hour High: Escalation to Level 2 support for resolution within 4 hours Medium: Escalation to Level 3 support for resolution within 24 hours Low: Added to backlog for resolution based on priority and resources Clients can submit enhancement or correction requests through the support portal Requests are reviewed by the product development team and prioritized based on impact and feasibility. These requests are shared with all of our partners during recurring scheduled update meetings. Approved enhancements are added to the product roadmap for inclusion in future releases. Enhancements are included in regular software updates and made available to all clients at no additional charge. 103Page 4 of 8

Support Program
Hardware Maintenance
Kaizen Labs is committed to providing the Pima County with the very best hardware to serve residents and staff. We supply card readers, iPad Kiosks, mobile workstations, and the desktop computers required to support a healthy, thriving operation. We are also capable of integrating with existing County hardware and adhere to the following maintenance practices for appropriate hardware.

Credit Card Reader
Regular inspection and cleaning of card reader heads to ensure proper functionality Regular software updates that happen over-the-air while readers are charging over night Firmware updates to address security vulnerabilities and improve performance Replacement of worn-out parts, such as card reader heads or cables, as needed iPad Kiosks
Regular software updates to ensure compatibility with the latest operating system Physical inspection for signs of damage or wear, with replacement of damaged parts Battery health checks and replacement if battery life becomes a concern Mobile Workstations
Regular software updates and security patches to ensure data security Inspection of hardware components, such as screens, keyboards, and batteries, for signs of wear or damage Replacement of batteries and other consumable parts as needed Desktop Workstations
Regular software updates and security patches to maintain system integrity Cleaning of dust and debris from internal components to prevent overheating Upgrades to hardware components, such as RAM or storage, to improve performance and extend lifespan Desktop Workstations
Implementation of a regular maintenance schedule for all hardware components. Once every three years, our customers are eligible for a complete replacement of all Kaizen-provided hardware.

Monitoring hardware performance metrics to identify potential issues before they become critical. 104Page 5 of 8

Support Program
Software Updates
We started Kaizen because we believed there was a leap that municipal software could take, and a large part of that was in the way these systems were updated over time. Too often, a piece of software becomes stagnant by the time its deployed, and updates cost a small fortune. We build our software with the principle that it should function like an application on the App Store - frequently updated with the latest improvements, fixes, and performance enhancements without costing an extra dime. Our incentive is to build the best possible product and have the happiest customers, and we find that this relentless commitment to upgrading and improving our software for free is key to fulfilling that promise.

Defining Software Upgrad
An upgrade to software refers to a significant release of the software that introduces new features, functionalities, fixes, or improvements to existing features. Upgrades are usually denoted by a change in the version number (e.g., from version 1.0 to 2.0) and may require additional installation steps or configuration changes. Upgrades are often optional but can provide substantial benefits in terms of performance, security, and functionality
Defining Software Updat
An update to software refers to a minor release of the software that typically includes bug fixes, security patches, and minor enhancements. Updates are usually denoted by a change in the version number (e.g., from version 1.0 to

1.1) and are often recommended to ensure the software remains stable, secure, and compatible with other systems. Updates can be installed easily without requiring significant changes to the system configuration.

In each case, the Pima County team will receive these updates free of charge for the duration of our entire contract with the County. We believe deeply in making the best possible product, and we feel that our platforms should improve over the lifetime of our engagement with our partners, not remain stagnant.

Upgrade Schedule

We upgrade our software on a monthly basis. Each of our deployment teams have monthly feedback and client requests meetings with our partners, during which clients can submit enhancement or correction requests live to our team. Requests are reviewed by the product development team and prioritized based on impact and feasibility. These requests are shared with all of our partners during recurring scheduled update meetings. Approved enhancements are added to the product roadmap for inclusion in future releases, and these enhancements are included in regular software updates and released monthly to all clients at no additional charge. 105Page 6 of 8

Support Program
Security Access
System security regarding access privileges and control of information by the proposed module will be implemented using a combination of authentication, authorization, and encryption mechanisms. Here is a detailed description of the security measures:

Authentication

Users will be required to authenticate themselves
using a username and password before accessing the
system. Social authentication methods such as
logging in with a Google or Facebook account are
also permitted. Strong password policies, such as
minimum length and complexity requirements, will be
enforced to prevent unauthorized access.

Authorization

Access to different modules and functionalities
within the system will be controlled based on the
user's role and privileges. Role-based access control
(RBAC) will be implemented to ensure that users only
have access to the information and functionalities
necessary for their role.

Encryption

All sensitive information, such as user credentials,
transaction data, and personal information, will be
encrypted using strong encryption algorithms (e.g.,
AES-256) to protect it from unauthorized access.

Encryption will be used both in transit (e.g., HTTPS)
and at rest (e.g., database encryption).

Access Control

Access to the system will be restricted based on the
principle of least privilege, ensuring that users have
only the minimum level of access necessary to
perform their job functions. Access control lists
(ACLs) will be used to enforce these restrictions.

Audit Logging

All access and modification of sensitive information
will be logged and audited. Audit logs will include
details such as the user who accessed or modified
the information, the date and time of access, and the
type of access (read, write, etc.). This will help in
tracking and investigating unauthorized access or
data breaches.
106Page 7 of 8

Security Policies

Comprehensive security policies will be established
and enforced to govern the use of the system and
protect sensitive information. These policies will
cover areas such as password management, data
encryption, access control, and incident response.

Regular Security Audits

Regular security audits and vulnerability assessments
will be conducted to identify and address potential
security risks. These audits will be performed by
independent third-party security experts to ensure
objectivity and thoroughness.

User Training

Users will receive training on security best practices, including how to recognize and respond to phishing
attacks, how to create strong passwords, and how to
use the system securely. Ongoing security awareness
programs will be conducted to keep users informed
of the latest threats and mitigation strategies.

Compliance & Privacy

In order to ensure that we deliver outstanding
support to our partners, we prioritize security as our
topmost concern. To accomplish this goal, we have
partnered with Vanta; an automated security and
compliance platform. By working with Vanta, we
remain compliant with the best security practices
such as SOC2, HIPAA, and ISO27001 frameworks to
safeguard sensitive resident data, including PHI, from
loss, theft, or misuse. We also follow a secure-by-
design approach and constantly integrate new
security controls to monitor and address any
suspicious activity. Our platforms use Stripe to
process payments, which is the most rigorous,
modern and privacy-compliant payment processing
engine in the world. We test this integration every
day to ensure proper compliance standards and
uptime. This PCI-compliant gateway offers a secure
approach to managing customer payments.
107Page 8 of 8

Contract No.: MA-PO-24-162 Page 1 of 1
Exhibit C: Proposed Point-of-Sale and Reservation Management System

EXHIBIT C: PROPOSED POINT-OF-SALE AND RESERVATION MANAGEMENT SYSTEM (47 PAGES)
(Attached)

EXHIBIT C: PROPOSED POINT-OF-SALE AND

RESERVATION MANAGEMENT SYSTEM
(47 PAGES)

PimaCounty, CO
ProposedPoint-of-Saleand
Reservation Management
System
17Page 1 of 47

Meeting Your Critical Needs
Proposed point-of-sale and reservation management system must support all modern payment methods, including but
not limited to Apple Pay, Google Pay, and Tap-to-Pay for all online and electronic transactions.

Kaizen's world class Point-of-Sale (POS) is backed by Stripe, the same financial engine that powers companies like Amazon, Instacart, and Alaska Airlines. Not only do we provide all point-of-sale equipment free-of-charge with zero usage restrictions, but our payments infrastructure supports the most modern payment methods, available out-of-the-box for every one of our deployments.

Our supported payment methods include
Apple Pa
Google Pa
Cash App Pa
PayPa
Tap-To-Pay on iOS, Android, and all physical reader devices Major credit and debit cards including Visa, Mastercard, American Express, Discover, Diners Club, JCB, and Union Pa
Buy Now Pay Later methods like Affirm, AfterPay, and Klarn ACH Direct Debi
Bank Transfer

Please find our full payment method report attached to this proposal. 18Page 2 of 47

Beautiful check-out flows
Tap-to-Pay on iPhone & Android
Fully custom invoice creation and scheduling
Customizable payment links in just a few seconds
Simple, intuitive concessions and POS
Fully customizable payment screens for physical readers Modern & PCI-Compliant hardware readers
19Page 3 of 47

Proposed point-of-sale and reservation management system must be easily accessible and usable across all devices, including but not limited to personal computers, mobile phones, and tablets. Mobile and tablet accessibility ease should also apply to specific administrator dashboards
specified by County and NRPR staff. Ease of access should not be dependent on the use of mobile application, such as those downloaded from the Apple Store, Google Play Store, or elsewhere.

We started Kaizen because we believed that the quality of these Point-Of-Sale and Reservation Management platforms could be far more user-friendly and accessible across all devices. Every one of our platforms has been designed by leading product teams at companies like Airbnb and Microsoft - they are usable and seamless on all devices, including but not limited to Personal computers like desktops, laptops, and monitor-connected workstations Tablets like iPads and other Android devices
All mobile phones including iPhones and other Android or Windows devices.

Additionally, to use our platforms users do not need to download a mobile application from the Apple Store, Google Play Store, or elsewhere. They simply need their device to support a web- browser and they can easily access our platforms from the device or their choosing.

Turn your desired payment methods on with a click of a button 20Page 4 of 47

One of our proudest accomplishments is the ability
for our software to remain performant, stunning, and
usable across all computer devices, regardless of
platform or form factor. The only requirement for our
platforms is an internet connection and access to a
web-browser like Chrome, Microsoft Edge, Opera, or
Firefox.

Minimum Browser Versio
Chrome Version 8
Microsoft Edge Version 9
Opera Version 1
Firefox Version 100
Mobile Phone Tablet
Desktop
21Page 5 of 47

Proposed point-of-sale and reservation management system must support ready-to-deploy integrations with Buy Now, Pay Later technologies such as Klarna, AfterPay, and Affirm.

As may be the use-case in different communities, certain classes, programs, camps, or reservations can be expensive for residents or families. Our world class Point-of-Sale (POS) supports native and ready-to-deploy integrations for Buy Now, Pay Later technologies that allow users to pay in installments over time.

Most importantly, the Pima County team is immediately paid in full and customers pay nothing or a portion of the total at purchase time. Our supported Buy now, Pay later technologies include Klarn
AfterPa
Affir
ClearPa
ZipPay

Please find our attached Buy Now Pay Later report attached to this proposal.

Turn your desired payment methods on with a click of a button 22Page 6 of 47

How do our Buy Now, Pay Later Technologies Work?
Pima County is paid immediately and in full, while your customers have simple, interest-free payment options 23Page 7 of 47

Proposed point-of-sale and reservation management system must support social authentication methods to easily log into the platform with Google, Facebook, LinkedIn, and
Apple accounts.

Often times, one of the biggest pain-points our customers experience with their point-of-sale and recreation management software is with duplicate accounts and long registration processes that dissuade users from completing registrations or reservations, and generally make for a poor user experience.

All of our platforms support seamless authentication with popular social accounts to allow users to securely authenticate in just a few seconds.These authentication methods fall in-line with our uncompromising security standards and are fully compatible with our SOC2 Type I and Type II cyber-security certifications. In all cases, strong password policies, such as minimum length and complexity requirements, will be enforced to prevent unauthorized access.

Our enterprise authentication methods include
Azure AD SS
Okta Workforc
Microsoft ADS
SAML-based authenticatio
Active Directory / LDAP authenticatio
Google Workspace SSO

Our social authentication methods include
Faceboo
Googl
Appl
LinkedI
PayPa
Amazo
Slac
Twitte
and 15 other social methods including custom integrations 24Page 8 of 47

Sign in with a click of a button Standard username & password authentication fully supported Dozens of social authentication methods
Add a new connection in just a few minutes
Full support for enterprise SSO and County log-ins
25Page 9 of 47

Proposedpoint-of-sale and reservation managementsystem
must provide a solution for special events permitting that can easily be integrated into this platform free of charge.

In addition to our world-class POS and reservation management system, one of our most popular products is our special events permitting platform that allows for organizers to seamlessly apply for a community event permit within their community, with full approval and management functionality for administrators to track approvals, issue permits, and communicate across departments.

This platform will be easily integrated into the point-of-sale and recreation management system free of charge.

To learn more about the special events permitting solution that we provide, please reference the following screenshots and reference to our deployment with Parker, CO.

Additionally, if you would like a full demonstration of this platform, please visit one of our live communities: https://communityevents.parkeronline.org .

Brooke Spain
“The Kaizen team has done wonders for our events process. We’ve received so many compliments from staff and residents about how seamless and intuitive the entire system is.”
26Page 10 of 47

Fully digital site-map with custom icons, markers, and GIS layers Customized forms tailored around your event process
Seamless back-end to approve and administer permits across departments Dynamic tasking engine to communicate requests
27Page 11 of 47

Automatic non-profit verification Dynamic fee management Digital signature management
Full support for external vendor management
28Page 12 of 47

Proposedpoint-of-sale and reservation managementsystem
must provide a solution for special events permitting that can easily be integrated into this platform free of charge.

This platform will be easily integrated into the point-of-sale and recreation management system free of charge.

To learn more about the special events permitting solution that we provide, please reference the following screenshots and reference to our deployment with Parker, CO.

Additionally, if you would like a full demonstration of this platform, please visit one of our live communities: https://communityevents.parkeronline.org .

Proposed point-of-sale and reservation management system must be SOC2 Type I and Type II compliant, HIPAA compliant, and PCI Level 1 compliant for all financial systems.

At Kaizen, maintaining rigorous cybersecurity practices is a tenant of our goal to build modern, performant municipal software. We are proud to share that our software, systems, and integrations have been certified by an award-winning cybersecurity audit firm and third party audits.

The Kaizen Point-Of-Sale and Reservation Management system has the following cybersecurity compliances
SOC 2 Type I Compliance
SOC 2 Type II
HIPAA Compliance
PCI Level 1 Compliance for all financial hardware, software, and payments related infrastructure A PCI-certified auditor evaluated our financial system and certified it to PCI Service Provider Level 1. This is the most stringent level of certification available in the payments industry. This audit includes both our Card Data Vault (CDV) and the secure software development of our integration code.

All of our systems are audited quarterly by a cybersecurity audit partner, and all of our cloud services are penetration-tested by third-party firms. Additionally, these cloud services are automatically scanned by our vulnerability scanners that run 24/7 365 against our systems, and manually each time code is deployed to our production systems.

Our cybersecurity audit partner, Vanta, identifies security flaws and privacy gaps in a company's security posture by connecting to core systems to continuously monitor an organization's cloud infrastructure, endpoints, corporate procedures, enterprise risk, and employee accounts.

Additionally, the Kaizen teams maintains a ready-to-view trust center that includes copies of our certifications, continuously monitored access to our real-time systems, and general overviews regarding our cybersecurity posturings. This password protected link can be requested by any of the Pima County team at their interest.
30Page 14 of 47

Security resource center with full reports upon requests Live controls and tested monitored real-time
The most rigorous cybersecurity certifications
31Page 15 of 47

Proposed point-of-sale and reservation management system must support dynamic language translation of all interface copy, text, and pages. Google Translate or other automated language translation services are not acceptable alternatives.

At Kaizen, our platforms are designed to be accessible for all users, including and especially those for whom English is not a first-language. Our communities are comprised of diverse individuals and language translation support is a major part of our offering.

The Kaizen Point-Of-Sale and Reservation Management can be translated completely into different languages, including any and all
Typography
Support Documentation like FAQs and About Pages
Website Copy
All Website Pages
Application Flows
All text related to reservations, memberships, registrations, and guidelines.

More importantly, we do not pass our platform through Google translate or other automated language translation services. Our translation engine is fully native in the platform.

Our translation engine maps every keyword referenced on our sites to an individual identifying code that is then translated by community language experts and updated real-time as website copy changes.

Our website is capable of translating website content instantly, and we strongly encourage the Pima County team to reference our work with the City of San Antonio, where language translation into Spanish was required for their team.
32Page 16 of 47

Our native language translation system in action with San Antonio Our native language translation system in action with San Antonio 33Page 17 of 47

Proposed point-of-sale and reservation management system must be capable of supporting more than 5,000 concurrent user sessions with no performance degradation. If uptime is not guaranteed to County specifications, County must be entitled to renumeration or contract cancellation without penalty.

At Kaizen, performant systems that function seamlessly during high loads are one of our top priorities.

Our engineering team comes from the world’s leading technology companies like Tesla, Rivian, Airbnb, Palantir, Google, Meta, and more. Our programmers have had decades of experience building applications that are used by millions of users from different geographies.

The Kaizen platform is capable of supporting 10,000 concurrent user sessions with no performance degradation. These standard has been extensively tested in third-party settings, cybersecurity audits, and internal engineering load testing.

Additionally, if system uptime is not guaranteed to County specifications, the County is entitled to renumeration or contract cancellation without penalty. Please reference our contract example referencing these kinds of uptime clauses on the following pages.

We stand behind our work and each of our deployed systems comes with the following performance features
Support for 10,000 concurrent user sessions with no performance degradation Our Edge Network enables us to store content close to our customers geographically and run compute in regions close to their data, reducing latency and improving end-user performance.

Our Edge Network is both a Content Delivery Network (CDN) and a globally distributed platform for running compute in regions around the country.

Protective clauses for our customers regarding customer service, uptime, and other performance metrics.
34Page 18 of 47

Real-time performance analytics with servers capable of handling over 10,000 concurrent user sessions.

Real contract language reflecting renumeration and entitlement to cancellation if we don’t meet key uptime requirements. Fully available upon request. 35Page 19 of 47

Proposed point-of-sale and reservation management system must come with unlimited support for customized reports for all program, membership, rental, and financial reports free of charge.

As we hope is evident in our business model, customer references, and company philosophy, free customization is how we operate. Our intention is not to sell a community several different modules for fixed costs that accrue additional fees every time a custom ask or feature request is made.

Instead, we aspire to build the best possible product that will improve your workflow. This includes financial reports and related workflows
Unlimited customized reports for program, membership, rental information Unlimited customized reports for all financial information and exports Native integration into a County ERP or Financial System. We have ready-to-deploy native integrations with the following ERP and financial systems Tyler Munis
Tyler New World
Tyler Eden
Workday
Oracle Netsuite
36Page 20 of 47

Fully custom reporting and data visualization depending on the County’s needs Automatically sync reports and financial information to the County ERP system. We can readily demonstrate an integration real-time upon request. 37Page 21 of 47

Proposed point-of-sale and reservation management system must be completely customizable with different topography, branding, and marketing materials that are specified by County and NRPR staff.

As we hope is evident in our business model, customer references, and company philosophy, free customization is how we operate.

Our team has won awards and recognition around State Parks & Recreation associations around the country for how customizable our products are - we build a platform with the expectation that it looks and feels like it has been built exclusively for Pima County.

We provide deep and rich customization to the overall website that powers our platform, including the following essential pieces free-of-charge
Unlimited customized website pages, typography, branding materials, and more Rich photography of facilities, activities, and events to aid website aesthetic Seamless integration into County website to prevent user from having to make several clicks to get to the one reservation page
Integration into an official sub-domain of the County (like reservations.pima.gov) to improve SEO ranking and resident trust
Fully visualized and custom map layers for campground facilities Custom iconography
38Page 22 of 47

Custom typography, coloring, and branding to match mainline County or City website aesthetic Smart, clean visualization of important activities
39Page 23 of 47

Custom typography, coloring, and branding to match mainline County or City website aesthetic Custom map layers that match your facility
40Page 24 of 47

Customized question workflows for different reservation types Automatically sync reports and financial information to the County ERP system. We can readily demonstrate an integration real-time upon request. 41Page 25 of 47

Custom typography, coloring, and branding to match mainline County or City website aesthetic Native integration of videography onto bold website pages 42Page 26 of 47

Proposed point-of-sale and reservation management system must support text and email based scheduled messaging.

Our platform natively supports text or e-mail based schedule messaging. Often times, administrators may want to inform program registrants, a newsletter list, or generally notify individuals during severe weather or emergencies.

We have built a robust text and e-mail based messaging feature that allows for Sending individuals or an entire roster or database a message Through SM
Through e-mai
Simple visualization of message history
Recurring schedules are allows
Adding attachments
Smart reminders
Notifications when e-mails land in spam or are not opened 43Page 27 of 47

Send via text or e-mail, add attachments, and configure a schedule Easily view past messages
44Page 28 of 47

Proposed point-of-sale and reservation management system must have the following specific modules: campground
reservations, merchandise and concession sales, and
programs, camps, class, and membership registration.

Our platform natively supports several different modules that power a robust set of features and needs across all of Pima County’s different needs.

The Kaizen platform allows for seamless configuration of different modules for the following features.

Enabling any of these modules comes free-of-charge with seamless administrator configuration Campground reservations
Native and customized visualizations for your specific campground(s Seamless booking workflows that are mobile-optimized for staff and resident Point-of-Sale systems to support Merchandise and Concessions sales Customizable POS interfaces to easily checkout users and process payment Mobile workflows to support maximum flexibility for customer Powerful analytics and tooling like inventory management, scheduled messaging, and Programs, classes, and memberships registrations
Seamless discovery of events, classes, and programs hosted by the Pima County NRPR tea An easy registration workflow to sign custom waivers, upload documentation, and pay for these program
Efficient membership registration according to different user groupings and types Digital pass management to allow memberships to be accessed via Apple and Android walle Live ticketing and event management
League management
45Page 29 of 47

Seamless discovery of community facilities
Smart, clean visualization of important activities and programs 46Page 30 of 47

Custom reservation flow for campgrounds
Custom map layers that match your facility
47Page 31 of 47

Stunningly simple POS for staff
Customizable across various product types and needs
48Page 32 of 47

Seamless program discovery
Built for mobile Seamless registration experience Fully digital waiver management 49Page 33 of 47

Built-in merchandising
Built-in event ticketing & management
Built-in league management
50Page 34 of 47

Proposed point-of-sale and reservation management system must have a Google Lighthouse score greater than 90 to meet various accessibility standards and load times.

We take great pride in our commitments to accessibility, usability, and a modern feel across all of our platforms. By making the technologies are are more accessibility-friendly and usable for all groups of people across all devices, we believe strongly in our ability to help our communities serve more people with higher quality service.

Please find our accessibility commitments and audited standards below Google Lighthouse score greater than 90
Google Lighthouse is a free analytics tool that analyzes performance of web-applications across various usability and accessibility metrics. We are broad to boast an average score of 97 across all of our applications
These tests are re-run on a a quarterly basis and passed to our engineering team for frequent revision and improvement
SOC 2 Type I, Type II, and HIPAA Compliance
We hold ourselves to the most rigorous cybersecurity standards to ensure our platforms are secure and built upon the latest innovations in web-development technologies As a requirement to maintain our various certifications, we perform quarterly penetration testing, accessibility auditing, and performance analysis Award-winning engineering and design team
Our design and engineering team have won countless awards in product design, branding, marketing, and software engineering
Our stellar team has come from the world’s leading technology companies like Apple, Google, Meta, and Airbnb, and along with our rich advisory team made up of former Parks & Recreation professionals, we can build the best application possible. 51Page 35 of 47

An example report of running a Lighthouse analysis on one of our platforms. A full summary can be requested at anytime by our team. 52Page 36 of 47

Proposed point-of-sale and reservation management system must be built upon the latest web development frameworks that are optimized for mobile-friendliness and scale, such as React, Vue, or NextJS.

We take great pride in our commitments to building a modern web-application that looks, feels, and performs like the consumer technology applications we use on a daily basis. Part of this effort includes committing to the latest web development technologies, frameworks, and programming frameworks.

When we use the latest and most performant technologies to build our software, our customers have a higher quality experience, the system is faster and less prone to performance degradation, and most importantly, we are deploying systems that can last for a new generation of use cases.

Our platform is 100% built, designed, and implemented using the following web development frameworks
NextJS
NextJS is a React framework that enables several extra features, including server-side rendering and generating static websites React is a JavaScript library that is traditionally used to build web applications rendered in the client's browser with JavaScript Developers recognize several problems with this strategy however, such as not catering to users who do not have access to JavaScript or have disabled it, potential security issues, significantly extended page loading times, and harm to the site's overall search engine optimization Frameworks such as NextJS sidestep these problems by allowing some or all of the website to be rendered on the server-side before being sent to the client
Google has contributed to the NextJS, and as of March 2024, the framework is used by many large companies, including Walmart, Apple, Nike, Netflix, Uber, Lyft, and Starbucks React
React is a free and open-source front-end JavaScript library for building user interfaces based on components. It is maintained by Meta (formerly Facebook) and a community of individual developers and hundreds of thousands of companies and organizations React can be used to develop single-page, mobile, or server-rendered applications with frameworks like NextJS.
53Page 37 of 47

Proposed point-of-sale and reservation management system must include a native event ticketing platform or integrate with an outside platform with that functionality that Proposer provides at no additional cost.

The Kaizen platform allows for seamless configuration of a native event and live-ticketing module that is available free-of-charge
Purchasing different ticket types
Gorgeous discovery of events and browsing experiences
Shareable calendar link
Sending e-mail or text message notifications to guest
QR-code based ticketing with functionality to add to digital wallet Seamless support options to communicate with staff
Real-time event tracking and analytics
54Page 38 of 47

Beautiful discovery of events to register and buy tickets for Support for various ticket types
Shareable links and rich photo-driven discovery experience 55Page 39 of 47

Seamless check-out flow
Fully digital passes and tickets
56Page 40 of 47

Proposedpoint-of-sale and reservation managementsystem
must integrate directly into Stripe for processing and
reporting of all electronic payments.

Our platform’s financial engine is built and integrated 100% with Stripe for processing and reporting of all electronic payments .
57Page 41 of 47

Gorgeous payment dashboards
Full payment analytics and breakdowns
Built-in league management
58Page 42 of 47

Powerful customer management capabilities
Digital payment links and QR-code based payment
Digital invoice capability with automatic payment links and PDF previews 59Page 43 of 47

Proposed point-of-sale and reservation management system must provide a photo-driven discovery experience to view and browse all programs, facilities, and memberships.

As a key part of building our platforms, it is important to us and our customers that when users click onto the point-of-sale and reservation management system, they can form a rich understanding of specific community amenities, facilities, and experiences that are available to them.

Often times, external resources like Google Maps or program brochures are the only place to find high-quality, recent imagery of facilities and programs. This makes it difficult for users to find centralized, modern information about the services they are trying to sign up for, and as is often the result, communities can lose customers because how disparate this essential information is.

On the Kaizen platform, users are greeted with a rich discovery experience to view and browse all programs facilities and memberships
Users can seamlessly browse these photos and click on one to learn more about a specific facility, amenity, membership or program
This experience is fully optimized for mobile devices and tablets Kaizen staff members and producers pay for all high-quality, professional photography at no cost to the County
Users have access to rich filters to quickly scope down results to only the information they want to see
Administrators have powerful capacity to edit and change the layout, look, and content that powers this discovery experience
60Page 44 of 47

Latest, stunning photography to power discovery experiences Simple and intuitive on mobile Browse images with a swipe Applies across all pages
61Page 45 of 47

Customizable grid layouts for maximum flexibility
Browse across programs, memberships, events, and more
62Page 46 of 47

Easy discovery of all merchandise and concessions
Simple, functional filters to provide a easy browsing experience 63Page 47 of 47

Contract No.: MA-PO-24-162 Page 1 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

EXHIBIT D: PIMA COUNTY LICENSED SOFTWARE / SaaS STANDARD TERMS & CONDITIONS (8 PAGES)
In Sections 1 through 12 below: references to Licensed Software, SaaS, and Software/SaaS Addendums will be inapplicable unless and until the parties execute a Software/SaaS Addendum.

1. Definitions. The following terms will have the meanings set forth in this Section 1 when used in this Exhibit C.

1.1. [Intentionally omitted]

1.2. Addendum. An addendum addressing Software/SaaS executed by authorized representatives of each party. References to Addendums include any attachments to those Addendums, except where this Contract specifically addresses attachments separately.

1.3. Confidential Information. As defined in Section 4 (Confidentiality) below.

1.4. Data Breach. An unauthorized disclosure or exposure of Project Data.

1.5. [Intentionally omitted.]

1.6. Project Data. All information processed or stored on computers or other electronic media by County or on County’s behalf, or provided to Contractor for such processing or storage, as well as any information derived from such information. Project Data includes, without limitation: (a) information on paper or other non-electronic media provided to Contractor for computer processing or storage, or information formerly on electronic media; (b) information provided to Contractor by County or other users or by other third parties; and (c) personally identifiable information from such County's, users, or other third parties, including from County’s employees.

1.7. Software-as-a-Service (“SaaS”). Software that Contractor hosts (directly or indirectly) for County’s use. For the avoidance of doubt, SaaS does not include Licensed Software.

1.8. Specifications. Technical and functional specifications for Licensed Software or SaaS.

2. Addendums.

2.1. Any Addendum entered into by the parties is incorporated into and forms a part of this Contract. No change in the scope of work, fee arrangements, or other provisions of an Addendum will be effective unless and until each party accepts such change through an executed contract amendment. No Addendum will be construed to amend this main body of this Contract.

2.2. Contractor will provide to County such Licensed Software or SaaS, and other products and services as are set forth in each Addendum.

3. [Intentionally omitted]

4. Confidentiality. It is expressly agreed that the terms of Section 5 (“Confidentiality”) of the Kaizen Digital Services Terms and Conditions shall supplement this Section 4.

Contract No.: MA-PO-24-162 Page 2 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

4.1. Confidential Information. Confidential Information refers to the following items County discloses to Contractor: (a) any document County marks “confidential”; (b) any information County orally designates as “confidential” at the time of disclosure, provided County confirms such designation in writing within 15 business days; (c) and all personal identifying information protected by A.R.S. § 44-1373, whether or not marked “confidential.” County’s Confidential Information also includes (d) any other nonpublic, sensitive information Contractor should reasonably consider as otherwise confidential.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Contractor’s possession at the time of disclosure; (ii) is independently developed by Contractor without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Contractor’s improper action or inaction; or (iv) is approved for release in writing by County.

4.2. Nondisclosure. Contractor will not use Confidential Information for any purpose other than to facilitate the provision of products and services to County pursuant to this Agreement. Contractor: (a) will not disclose Confidential Information to any employee or contractor of Contractor unless such person needs access for such purpose and, in the case of Contractor’s employees and contractors, is subject to a nondisclosure agreement with Contractor/Contractor with terms no less restrictive than those of this Agreement; and (b) will not disclose Confidential Information to any other third party without County’s prior written consent. Without limiting the generality of the foregoing, Contractor will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Contractor will promptly notify County of any misuse or misappropriation of Confidential Information that comes to Contractor’s attention.

Notwithstanding the foregoing, Contractor may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Contractor will give County prompt notice of any such legal or governmental demand and reasonably cooperate with County in any effort to seek a protective order or otherwise to contest such required disclosure, at County’s expense.

4.3. Termination & Return. Upon termination or completion of this Agreement, Contractor will return all copies of Confidential Information to County or will destroy such data and confirm destruction in in writing in a timely manner not to exceed 60 calendar days.

4.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto, unless this Agreement specifically provides to the contrary. Each party will retain all right, title, and interest in and to all of their Confidential Information.

5. Data Management & Security.

5.1. The provisions of this Section 5 apply only if Contractor receives access to Project Data.

Contractor recognizes and agrees that Project Data may contain personally identifiable information or other private information, even if the presence of such information is not labeled or disclosed. An Addendum may waive or modify the obligations of this Section 5 with respect to the subject matter of such Addendum.

Contract No.: MA-PO-24-162 Page 3 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

5.2. Data Management.

5.2.1. Access, Use, & Legal Compulsion. Unless it receives County’s prior written consent, Contractor: (i) will not access, process, or otherwise use Project Data other than as necessary to perform as required in this Agreement; (ii) will not give any of its employees access to Project Data except to the extent that such individual needs access to facilitate the provision of products and services to County pursuant to this Agreement and is subject to a reasonable written agreement with Contractor protecting such data, with terms reasonably consistent with those of this Section 5.2 (Data Management) and of Section 5.3 (Data Security) below; and (iii) will not give any third party access to Project Data, including without limitation Contractor’s other customers, except subcontractors subject to Subsection 5.2.4 below. Notwithstanding the foregoing, Contractor may disclose Project Data as required by applicable law or by proper legal or governmental authority. Contractor will give County prompt notice of any such legal or governmental demand and reasonably cooperate with County in any effort to seek a protective order or otherwise to contest such required disclosure, at County’s expense.

5.2.2. County’s Rights. County possesses and retains all right, title, and interest in and to Project Data, and Contractor’s use and possession thereof is solely on County’s behalf. County may access and copy any Project Data in Contractor’s possession at any time, and Contractor will reasonably facilitate such access and copying promptly after County’s request. The parties recognize and agree that Contractor is a bailee for hire with respect to Project Data.

5.2.3. Handling, Retention, & Deletion. Contractor will not erase Project Data, or any copy thereof, without County’s prior written consent and will follow any written instructions from County regarding retention and erasure of Project Data.

Unless prohibited by applicable law, Contractor will purge all systems under its control of all Project Data at such time as County may request. Promptly after erasure, Contractor will certify such erasure to County in writing. In purging or erasing Project Data as required by this Agreement, Contractor will leave no data recoverable on its computers or other media, to the maximum extent commercially feasible. Finally, Contractor will not transfer Project Data outside the continental United States of America, including Alaska and Hawaii (the “Approved Region”) without County’s prior written consent. Contractor’s obligations set forth in this Subsection (without limitation) apply likewise to Contractor’s successors, including without limitation any trustee in bankruptcy.

5.2.4. Subcontractors. Contractor will not permit any subcontractor to access Project Data except to the extent that such subcontractor needs access to facilitate the provision of products and services to County pursuant to this Agreement and is subject to a written contract with Contractor protecting the data, with terms reasonably consistent with those of this Section 5.2 (Data Management) and of Section 5.3 (Data Security), specifically including without limitation terms consistent with those of Subsection 5.2.1 (ii) above as applied to subcontractor employees. Contractor will exercise reasonable efforts to ensure that each subcontractor complies with all of the terms of this Agreement related to Project Data. As between Contractor and County, Contractor will pay any fees or costs

Contract No.: MA-PO-24-162 Page 4 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

related to each subcontractor’s compliance with such terms, including without limitation terms in Section 5.3 (Data Security) below governing audits and inspections.

5.2.5. Applicable Law. Contractor will comply with all applicable laws and regulations governing the handling of Project Data and will not engage in any activity related to Project Data that would place County in violation of any applicable law or regulation.

5.3. Data Security.

5.3.1. In addition to the requirements below of this Section 5.3, Contractor will exercise commercially reasonable efforts to prevent unauthorized exposure or disclosure of Project Data and will observe any data security procedures set forth in the applicable Addendum.

5.3.2. DataSec Program. Contractor will maintain, implement, and comply with a written data security program (the “DataSec Program”) that requires commercially reasonable policies and procedures to ensure compliance with this Section 5.3 and with Section 5.2 above (Data Management). The DataSec Program’s policies and procedures will contain administrative, technical, and physical safeguards, including without limitation: (i) guidelines on the proper disposal of Project Data after it is no longer needed to carry out the purposes of the Agreement; (ii) access controls on electronic systems used to maintain, access, or transmit Project Data; (iii) access restrictions at physical locations containing Project Data; (iv) encryption of electronic Project Data; (v) dual control procedures; (vi) testing and monitoring of electronic systems; and (vii) procedures to detect actual and attempted attacks on or intrusions into the systems containing or accessing Project Data. Contractor will review the DataSec Program and all other Project Data security precautions regularly, but no less than annually, and update and maintain them to comply with applicable laws, regulations, technology changes, and best practices.

5.3.3. [Intentionally omitted.]

5.3.4. Audits & Testing.

5.3.4.1. Contractor will retain a certified public accounting firm to perform an annual audit of the Services’ data protection features and to provide a SOC 2 Type II report, pursuant to the standards of the American Institute of Certified Public Accountants (the “AICPA”). The most current report was provided to County as part of Contractor’s response to the RFP and will be provided thereafter annually within 15 business days of Contractor’s receipt of County’s written request (email sufficient). If the AICPA revises its relevant reporting standards, Contractor will provide the report that then most closely resembles a SOC 2 Type II report. In addition, Contractor will annually conduct its own internal security audit and address security gaps in compliance with its security policies and procedures, including without limitation the DataSec Program.

Contract No.: MA-PO-24-162 Page 5 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

5.3.4.2. If requested by County in writing with 30 days’ notice (email sufficient), Contractor will, on no more than an annual basis: (A) permit security reviews (e.g., intrusion detection, firewalls, routers) by County on systems storing or processing Project Data and on Contractor policies and procedures relating to the foregoing; and (B) permit unannounced inspection of any or all security processes and procedures during the term of this Agreement, including without limitation penetration tests, provided Contractor is not required to permit any review or inspection that may compromise the security of Contractor’s other customers or of their data.

5.3.4.3. Any report or other result generated through the tests or audits required by this Subsection 5.3.4.3 will be Contractor’s Confidential Information. If any audit or test referenced above uncovers deficiencies or identifies suggested changes in Contractor’s performance of the Services, Contractor will exercise reasonable efforts promptly to address such identified deficiencies and suggested changes, including without limitation by revising the DataSec Program.

5.3.5. Data Breaches. Contractor will implement and maintain a program for managing actual or suspected Data Breaches. In the event of a Data Breach, or in the event that Contractor suspects a Data Breach, Contractor will (i) promptly notify County by telephone or in person and (ii) cooperate with County and law enforcement agencies, where applicable, to investigate and resolve the Data Breach, including without limitation by providing reasonable assistance to County in notifying injured third parties. In addition, Contractor will provide 1 year of credit monitoring service to any affected individual, unless the Data Breach resulted from County’s act or omission. Contractor will give County prompt access to such records related to a Data Breach as County may reasonably request; provided such records will be Contractor’s Confidential Information, and Contractor will not be required to provide County with records belonging to, or compromising the security of its other customers. The provisions of this Subsection 5.3.5 do not limit County’s other rights or remedies, if any, resulting from a Data Breach.

6. Right to Audit.

6.1. During the Term, and for a period of five (5) years thereafter, or such longer period as may be required by any law, rule, or regulation applicable to County, Contractor shall maintain and provide, and shall ensure that its subcontractors maintain and provide, access, electronic or otherwise, to complete and accurate books, records, documents, data (specifically excluding County Data), and information relating to Contractor’s performance (and any Contractor subcontractor’s performance) pursuant to this Agreement, (the “Records”).

6.2. All such records, documents, data and information shall be maintained in such form (for example, in paper or electronic form) as County may reasonably direct. County shall have the right, during business hours, at its own expense (except as otherwise provided herein), and upon 30 days’ prior written notice (except to the extent County is unable, using commercially reasonable efforts, to provide such notice and comply with

Contract No.: MA-PO-24-162 Page 6 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

applicable law or the requests of legal authorities), to audit, review, and copy the Records for any reasonable business purpose relating to Contractor’s performance (and any Contractor subcontractor’s performance) pursuant to this Agreement.

6.3. Contractor shall provide to County such assistance as it reasonably requires in connection with audits or examinations pursuant to this Section. Contractor shall reasonably cooperate with County and its designees in connection therewith audit functions and with regard to examinations by legal authorities, if required.

6.4. If any audit or examination reveals that Contractor’s invoices for the audited period are not correct, Contractor shall promptly reimburse County for the amount of any overcharges, or County shall promptly pay Contractor for the amount of any undercharges subject to the terms of the Agreement.

6.5. If any audit reveals a discrepancy of more than five percent (5%) of the invoiced amount for any period audited or any non-trivial breach(s) of Contractor’s obligation to timely and properly provide and perform the Services, Contractor shall bear the cost of such audit.

6.6. Nothing in the Agreement shall limit or restrict the rights of either party in discovery proceedings pursuant to any civil litigation or governmental, regulatory or criminal proceeding.

7. Contractor’s Warranties.

7.1. Preexisting Confidential Information. Contractor represents and warrants that it has, before the effective date, maintained confidential and secret any Confidential Information as required by Section 4 above and protected any Project Data as required by Section 5 above.

7.2. Intellectual Property. Contractor represents and warrants that neither the Professional Services nor any Licensed Software, SaaS, or Deliverable will infringe a patent, copyright, trade secret, or other intellectual property right of any third party, and that it has and will maintain the full power and authority to grant the intellectual property rights set forth in this Agreement without the further consent of any third party, including without limitation Contractor’s employees and contractors. In case the use of any portion of a Deliverable, Licensed Software, or SaaS is enjoined, Contractor will, at its own expense: (a) procure for County the right to continue use of the Deliverable, Licensed Software, or SaaS; (b) replace the Deliverable, Licensed Software, or SaaS with a non- infringing version of comparable functionality; or if County consents in writing, (c) issue a full refund of fees paid pursuant to such Addendum. The preceding sentence does not limit any County right to recover fees paid pursuant to other Addendums where products or services provided thereunder are compromised or of reduced value as a result of the breach of warranty.

7.3. No Viruses. Contractor represents and warrants that it has made commercially reasonable efforts to avoid introducing into the Deliverables, SaaS, and any other software used or provided by Contractor, as well as any media used to distribute or support them, viruses or other computer instructions or technological means intended to disrupt, damage, or interfere with the use of computers or related systems.

Contract No.: MA-PO-24-162 Page 7 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

7.4. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7, AND SECTION 12, OR IN AN ADDENDUM, CONTRACTOR OFFERS NO WARRANTIES

OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Survival & Data Return. The following provisions of this Agreement will survive any expiration or termination of this Agreement: Sections 4, 5.2, 5.3 (to the extent, if any, that Contractor retains Project Data), 6, and 9, as well as any provision that must survive to fulfill its essential purpose. Furthermore, a grant of property or intellectual property rights to County that by its terms continues for longer than the duration of this Agreement will survive expiration or termination of this Agreement, except termination for County’s breach of its obligations to pay for such property or rights. Promptly after termination or expiration of an Addendum or of this Agreement, Contractor will within 60 calendar days return to County all Project Data and all other County data in such format as County may reasonably require and permanently erase all copies thereof or will destroy Project Data and all other County data and confirm such destruction to County in writing; provided the terms of an Addendum may alter the requirements of this sentence.

9. License, Subscription, & Software/SaaS Addendums. Contractor hereby grants County a subscription to access and use the SaaS. The license and subscription in the preceding sentence grant rights no less than is consistent with the goals and requirements of the Software/SaaS Addendum. County has the absolute right to upgrade or replace any equipment in the County network and continue to use the Licensed Software on the network.

County will not be required to Contractor any additional licensing fee or other fees as a result of using the Licensed Software in conjunction with the upgraded or replacement equipment on the network. County may make a reasonable number of back-up copies of the Licensed Software and related documentation as is strictly necessary for its lawful use. County will maintain records of the number and location of all such copies of the Licensed Software and related documentation. County has the right to deploy a test, production, staging, training, and business backup and/or disaster continuity instance with unrestricted copy restrictions.

10. Service Levels & Maintenance.

10.1. [Intentionally omitted]

10.2. SaaS Service Level Agreement. Except to the extent that a Software/SaaS Addendum provides to the contrary, Contractor will make commercially reasonable efforts to maintain the SaaS so that it performs according to the Service Level Agreement attached to the Contract as Exhibit E.

11. Timing of Maintenance Fees & SaaS Subscriptions.

11.1. Notwithstanding any provision of an Addendum to the contrary:

11.1.1. No fees for maintenance of Licensed Software or SaaS, including without limitation for Upgrades (as defined in Subsection 10.1.2 above), will accrue before Go-Live (as defined below); and

11.1.2. No period before Go-Live will be counted against the time covered by any maintenance period.

Contract No.: MA-PO-24-162 Page 8 of 8
Exhibit D: Pima County Licensed Software / SaaS Standard Terms & Conditions

11.2. Unless the applicable Software/SaaS Addendum provides to the contrary:

11.2.1. No fees for use of SaaS will accrue before Go-Live; and

11.2.2. No period before Go-Live will be counted against the time covered by any SaaS subscription fees.

11.3. This Section 11 limits the potential periods of maintenance and of SaaS subscriptions and will not be construed to extend or otherwise define such periods. “Go-Live” refers to the County’s first use of the SaaS in production, other than a beta use or test.

12. Functionality & Related Warranties. Except to the extent that a Software/SaaS Addendum provides to the contrary:

12.1. [Intentionally omitted]

12.2. SaaS Warranties. Contractor warrants that the SaaS will materially conform to its Specifications. The preceding sentence: (a) does not limit any County right to recover fees paid pursuant to other Addendums where products or services provided thereunder are compromised or of reduced value as a result of the breach of warranty; and (b) does not limit any service level commitments set forth in Subsection 10.2 above or in a Software/SaaS Addendum.

12.3. Supporting Services. Contractor represents and warrants that it will provide any service that supports Licensed Software or SaaS, including without limitation maintenance services, in a professional and workmanlike manner.

END OF EXHIBIT D

Contract No.: MA-PO-24-162 Page 1 of 1
Exhibit E: Kaizen Digital Services Terms and Conditions

EXHIBIT E: KAIZEN DIGITAL SERVICES TERMS AND CONDITIONS (15 PAGES) (Attached)

EXHIBIT E:

KAIZEN DIGITAL SERVICES TERMS AND CONDITIONS
These Digital Services Terms and Conditions (the “Terms”) are hereby incorporated into Master Agreement MA-PO-24-162 (“the Agreement” or “Contract”), and sets forth the terms and conditions pursuant to which Pima County, a political subdivision of the State of Arizona, (herein referred to as the “Customer” or “County”) receives the services and materials set forth in an Order Form (collectively, the “Services”) by Kaizen Laboratories Inc. (herein referred to as the “Company” or “Contractor”). If there is a conflict between the Terms and an Order Form, the terms of the Order Form will control.

1. DEFINITIONS

1.1.“Authorized User(s)” means any employee or contractor of Customer that is authorized by Customer to use the Services on its behalf and has created an account in accordance with Section 2.3.

1.2.“Company Platform” means Company’s proprietary, web-based platform, which provides certain features and functionality relating to administration of municipal spaces.

1.3.“Customer Data” means any data, content, or information that is uploaded, transmitted, submitted, provided, or otherwise made available on the Company Platform by or on behalf of Customer.

1.4.“Documentation” means any user documentation, in all forms (e.g., user manuals, on-line help files) provided by Company which relate to the Services.

1.5.“Order Form” means an order form, quote or other similar document that: (a) sets forth the Services, the pricing therefor, and the Initial Service Term; (b) references these Terms; and (c) is executed by the parties.

1.6.“Scope Limitations” means the limitations on Customer’s use of the Services specified in the Order Form.

1.7.“Services” means the services and materials set forth in an Order Form.

1.8.“Usage Data” means any performance, analytical, or usage information relating to Customer’s and Users’ use of the Services which is generated or otherwise collected by the Services and is in aggregated or de-identified form only.

1.9.“User(s)” means any individual who uses the Services.

2. SERVICES 2.1. Use of the Services. Subject to the terms and conditions of this Agreement, Company grants to Customer and its Authorized Users a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.4) right during the Term (defined below) to use the Services solely in connection with Customer’s internal business operations. Customer’s and its Authorized Users’ right to use the Services is subject to the Scope Limitations and contingent upon their compliance with the Scope Limitations. 2.2. Use of the Documentation. Subject to the terms and conditions of this Agreement, Company grants to Customer and its Authorized Users a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.4) license, without right of sublicense, during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with their use of the Services in accordance with this Agreement. 2.3. Authorized Users. To access the Services, Customer and its Authorized Users will be required to register for an account. When registering for an account, Customer and its Authorized Users will be required to provide

Company with certain registration information (including, the Customer’s name, email address, account password, and other contact information). Customer acknowledges and agrees that the information provided to Company is accurate, complete, and not misleading, and that Company will, and will require that its Authorized Users, keep such information accurate and up to date at all times. Each account created by a Authorized User is personal to that specific individual and may not be transferred, sold or otherwise assigned to or shared with any other individual or entity. Customer is solely responsible for maintaining the confidentiality of its account and password and those of its Authorized Users, and Customer accepts responsibility for all activities that occur under its and its Users’ accounts. Customer will immediately notify Company upon becoming aware, or having a reasonable basis to believe, that its or its Users’ accounts are no longer secure. 2.4. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties or its Users to: (a) rent, lease, or otherwise permit third parties to use the Services or related Documentation; (b) use the Services to provide services to third parties (e.g., as a service bureau); (c) use the Services for any benchmarking activity or in connection with the development of any competitive product; (d) circumvent or disable any security or other technological features or measures of the Services; (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know how or algorithms relevant to the Services or any software, Documentation or data related to the Services; or (f) remove any proprietary notices or labels included as part of the Services. Company may immediately suspend access to or use of the Service by Customer and its Authorized Users upon notice to Customer for any breach of this Section 2.4.

2.5. Reservation of Rights. Company grants to Customer a limited right to use the Services and related Documentation under this Agreement. Customer will not have any rights to the Services, related Documentation, or Usage Data except as expressly granted in this Agreement. Customer acknowledges that all right, title and interest in and to all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, information, and other intellectual property (a) conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Company, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the Services, whether developed as part of the Services or separately, but excluding third party materials, and all derivatives thereof as well as the Documentation and Usage Data is and shall remain exclusively with Company. Company reserves to itself all rights to the Services, related Documentation, and Usage Data not expressly granted to Customer in accordance with this Agreement. 2.6. Feedback. If Customer or any of its Authorized Users provides any feedback to Company concerning the functionality and performance of the Services (including identifying potential errors and improvements), Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free license to exploit such feedback in any manner and for any purpose, including to improve the Services and create other products and services. Company will have no obligation to provide Customer or its Authorized Users with attribution for any such feedback. 2.7. Customer Data License. Customer hereby grants Company, during the term of this Agreement, a worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable, non-sublicensable, non-transferable (except as permitted in Section 12.4) license to collect,

use, store, modify, disclose, publicly display, reproduce, transmit, and otherwise process Customer Data solely: (1) in connection with the Services and Company’s related applications; and (2) as otherwise provided for under this Agreement, including to collect, generate, and derive Usage Data. Company will maintain an industry-standard security program that is designed to prevent unauthorized access to or use of Customer Data. For purposes of this Agreement, confidential information of Customer does not include Customer Data. 2.8. Usage Data. Company and the Services collect, generate, and derive Usage Data for Company’s business purposes, including to: (a) track usage for billing purposes; (b) monitor the performance, security, integrity, availability, and stability of the Services; (c) prevent or address technical issues with the Services; and (d) improve the Services and develop derivative and new products and services. Customer will not, and will require that its Authorized Users do not, interfere with the collection of Usage Data. As between the parties, Company owns all right, title, and interest, including all intellectual property rights in and to, the Usage Data, the know-how and analytical results generated in the processing and use of Usage Data, and any new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Usage Data. Company will not disclose Usage Data externally, including in benchmarks or reports, unless such Usage Data has been (a) de-identified so that it does not individually identify Customer or any User and (b) aggregated with usage data from other Users of the Service. Maintenance. Company will schedule routine maintenance for items such as releasing new functionality, updating existing features, or bringing the website down for maintenance (“Routine Maintenance”), between 1:00 a.m. and 5:00 a.m., US/Eastern time unless extenuating circumstances exist. If maintenance must be conducted during business hours, Kaizen shall give the Customer written notice at least seven (7) days in advance of performing such maintenance. The notice shall include Kaizen’s estimate of the amount of permitted downtime. Kaizen warrants that all Routine Maintenance and other maintenance services will be provided with reasonable skill and care confirming to generally accepted industry standards. These maintenance services include database updates, new feature rollouts, design improvements, and other critical bug fixes. If the maintenance services are not performed as warranted, then, upon the Customer’s written request, Kaizen shall promptly re-perform, or cause to be re-performed, such maintenance services at no additional charge to the Customer.

3. CUSTOMER RESPONSIBILITIES 3.1. Protection against Unauthorized Use. Customer will, and will require that its Users, use reasonable efforts to prevent any unauthorized use of the Services and related Documentation and will immediately notify Company in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer or its Users, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Company to prevent or terminate unauthorized use of the Services or related Documentation. 3.2. Compliance with Laws. Customer will, and will require that its Authorized Users, use the Services and related Documentation only in compliance with Company’s Cookie Policy, Privacy Policy, and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 3.3. Export Controls. Customer will not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto or any direct product thereof, in violation of any

restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Company Platform and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.4. Related Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Customer is responsible for maintaining the security of the Equipment and related Customer accounts on the Equipment, and for all uses of the Equipment.

4. FEES AND PAYMENT 4.1. Fees and Payment Terms. Customer will pay Company the fees and any other amounts owing under this Agreement, as specified in the applicable Order Form. Any additional services or hardware not set forth in an Order Form may be subject to additional fees. Unless otherwise specified in the Order Form, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. All amounts payable under this Agreement are denominated in United States dollars, and Customer will pay all such amounts in United States dollars. 4.2. Fee Disputes. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

5. CONFIDENTIALITY 5.1. Definition of Confidential Information. As used herein, “Confidential Information” means all information of a party (“Disclosing Party”) which the Disclosing Party designates in writing as being confidential when it discloses such information to the other party (“Receiving Party”) or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including, without limitation, business and marketing plans, technology and technical information, product designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information of Company includes the Services, Usage Data, and Documentation. The terms and conditions of this Agreement shall be the Confidential Information of both parties. Confidential Information shall not include any information that (a) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (b) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (c) is received from a third party who obtained such Confidential Information without any

third party’s breach of any obligation owed to the Disclosing Party. 5.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except as reasonably necessary to perform its obligations or exercise its rights under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party shall ensure that any employees or any third parties who receive access to the Confidential Information of the Disclosing Party are subject to a written agreement containing terms regarding the use and disclosure of Confidential Information consistent with those herein. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 5.3. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Confidential Information, if required by law, subpoena or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

6. TERM AND TERMINATION

6.1. Term. This Agreement will commence upon the Effective Date and continue for the Initial Service Term specified in the first Order Form hereunder unless this Agreement is terminated earlier in accordance with the terms of this Agreement. Upon expiration of the Initial Service Term, this Agreement may be renewed for the Renewal Term defined as three years (the Initial Service Term plus any Renewal Terms, collectively, the “Term”), unless either party requests termination or changes to terms at least one hundred and eighty (180) days prior to the end of the then-current term. 6.2. Termination for Material Breach. Either party may terminate this Agreement (including all Order Forms) if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 6.2 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If Customer fails to timely pay any undisputed fees, Company may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due. 6.3. Post-Termination Obligations. If this Agreement is terminated for any reason, (a) Customer will pay to Company any fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, and (c) Customer will provide Company with a written certification signed by an authorized Customer representative certifying that all use of the Services and related Documentation by Customer and its Users has been discontinued. All definitions and the following provisions shall survive termination or expiration of this Agreement: Sections 1, 2.6, 5, 6.3, 7, 8, 9, 10, and 12. 6.4. Non-Appropriation. Customer reserves the right to withdraw from the Agreement at the end
of the then-current Term if its governing body

fails to appropriate funds necessary for the
extension of the Agreement. It is expressly agreed
that Customer shall not activate this non-
appropriation provision for its convenience or to
circumvent the requirements of this Agreement,
but only as an emergency fiscal measure during a
substantial fiscal crisis, which affects generally
its governmental operations.

7. WARRANTY AND DISCLAIMER 7.1. Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) it will comply with all applicable laws in its provision or use of the Services, as applicable. Company represents and warrants that the Services will perform materially in accordance with its Documentation, and will be provided in a workmanlike manner consistent with applicable laws. Customer represents and warrants to Company that: (a) it and its Authorized Users will comply with all applicable laws in connection with its obligations under this Agreement and their use of the Services; and (b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement without violating applicable laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party. 7.2. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. COMPANY DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH the SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. COMPANY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE SERVICES.

8. INTELLECTUAL PROPERTY INFRINGEMENT

8.1. Defense of Infringement Claims. Company will, at its expense, either defend Customer from or settle any claim, proceeding, or suit brought by a third party (“Claim”) against Customer alleging that Customer’s use of the Services infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right during the term of this Agreement if: (a) Customer gives Company prompt written notice of the Claim; (b) Customer grants Company full and complete control over the defense and settlement of the Claim; (c) Customer provides assistance in connection with the defense and settlement of the Claim as Company may reasonably request; and (d) Customer complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Services). Customer will not defend or settle any Claim without Company’s prior written consent. Customer will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Company will have sole control over the defense and settlement of the Claim

provided that any settlement by Company does not include an admission of liability by Customer. 8.2. Indemnification of Infringement Claims. Company will indemnify Customer from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Customer in any Claim under Section 8.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of a Claim under Section 8.1 (other than attorneys’ fees and costs incurred without Company’s consent after Company has accepted defense of the Claim); and (c) all amounts that Company agrees to pay to any third party to settle any Claim under Section 8.1. 8.3. Exclusions from Obligations. Company will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (b) the Services are provided to comply with designs, requirements, or specifications required by or provided by Customer, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of the Services by Customer or its Authorized Users for purposes not intended or outside the scope of the license granted to Customer; (d) Customer’s or its Authorized Users’ failure to use the Services in accordance with instructions provided by Company, if the infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Services not made or authorized in writing by Company where such infringement or misappropriation would not have occurred absent such modification. 8.4. Limited Remedy. This Section 8 states Company’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Services.

9. [INTENTIONALLY OMITTED]

10. LIMITATIONS OF LIABILITY 10.1 . Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 10.2 . Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $10,000. THE COMPANY RESERVES THE RIGHT TO REEVALUTE THIS AMOUNT UPON AGREEMENT RENEWAL DATES. 10.3 . Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

11. INSURANCE 11.1 During performing services under this Agreement, Company agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; and (d) Workers Compensation complying with applicable statutory requirements. Company will provide Customer with copies of certificates of insurance upon written request.

12. GENERAL 12.1 Independent Contractors.. The parties will be and act as independent contractors (and not as the employer, employee, agent or representative of the other party) in the performance of this Agreement, and nothing herein shall constitute both parties as joint venturers or partners for any purpose. 12.2 . Publicity. Company may include Customer and its trademarks in Company’s customer lists and promotional materials but will cease further use at Customer’s written request. 12.3 . Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Company may assign this Agreement without Customer’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the Company’s obligations under this Agreement. 12.4 . Subcontractors. Company may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Company remains responsible for all of its obligations under this Agreement. 12.5 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by (a) certified or registered mail, or insured courier, return receipt requested, or (b) by email to the appropriate party at the address set forth on the signature page of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 12.6. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. 12.6 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance. 12.7 Governing Law. This Agreement shall be governed by the laws of the State of Arizona, and any legal action concerning the provisions hereof shall be brought in Arizona. 12.8 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. 12.9 Severability; Counterparts. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Services will immediately terminate. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and

delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. 12.10 Entire Agreement. This Agreement, including all applicable exhibits, is the final and complete expression of the agreement between these parties regarding Customer’s and its Users’ use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Company has any authority to bind Company with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written mutual agreement signed by an authorized agent of both Parties. Company will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Company specifically agrees to such provision in writing and signed by an authorized agent of Company.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

This Agreement will become effective when all parties have signed master document MA-PO-24-162. The effective date of the Agreement will be the date this Agreement is signed by the last party (as indicated by the date associated with that party’s signature).

EXHIBIT A
HARDWARE TERMS Company will analyze and predetermine Customer need for self-service iPad kiosks and physical card readers to be used for the facilitation of payments, as outlined on the first page of the Agreement. The Company is responsible for all costs associated with the purchasing and shipping of these hardware products. The Company may provide Customer with additional hardware if a need is determined upon a written notice from the Customer.

EXHIBIT B

MAINTENANCE SERVICES

2. MAINTENANCE SERVICES WARRANTY. Kaizen warrants that all Routine Maintenance and other maintenance services will be provided with reasonable skill and care confirming to generally accepted industry standards. These maintenance services include database updates, new feature rollouts, design improvements, and other critical bug fixes. If the maintenance services are not performed as warranted, then, upon the Customer’s written request, Kaizen shall promptly re-perform, or cause to be re-performed, such maintenance services at no additional charge to the Customer.

4. RESPONSE/RESOLUTION TIMES. Kaizen shall use commercially reasonable efforts to respond to and resolve the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below, which shall be determined by Kaizen in its reasonable discretion.

Priority Level Description 1 The Subscription Services are down and cannot be accessed 2 The Subscription Services are running but substantial errors occur 3 Errors in the Subscription Services affect users’ ability to benefit fully from it 4 The Subscription Services display some minor errors The following response and resolution times are applied.

Priority Level Initial Response Temporary Fix or Workaround 1 Within 8 Hours Within 1 Calendar Day 2 Within 1 Calendar Day Within 2 Calendar Days 3 Within 1 Calendar Day Within 3 Calendar Days 4 Within 2 Calendar Days Within 5 Calendar Days, unless otherwise indicated in response A “Calendar Day” is a 24-hour span beginning at 12:00 a.m. and ending at 11:59 p.m. An “Hour” is measured as a one-hour span.

(3) Hours late in response times or at least two (2) Calendar Days late in delivering any temporary fix or workaround for any Priority Level 1 or 2 issue at least two (2) times in any consecutive three (3) month period during the term.

6. MAINTENANCE. Updates and Upgrades, as defined below, will be provided to the Customer during a License Term or Subscription Period, upon a request by the Customer. Kaizen reserves the right to address defects in the next release of the Subscription Services (as applicable). Kaizen will not be responsible to provide service or support when the problem is the result of faulty hardware or software that (a) Kaizen did not provide or (b) Kaizen has not contracted with the Customer to support under this Agreement. Kaizen reserves the right to bill the Customer for such non-supported service at Kaizen’s standard time and materials charge for services that fulfill these criteria.

8. MAINTENANCE SERVICES WARRANTY. Kaizen warrants that all Maintenance Services will be provided with reasonable skill and care conforming to generally accepted industry standards. If the Maintenance Services are not performed as warranted, then, only upon the Customer’s written request within five (5) days from the date of delivery of such Maintenance Services, Kaizen shall promptly re-perform, or cause to be re-performed, such Maintenance Services, at no additional charge to the Customer.

Contract No.: MA-PO-24-162 Page 1 of 1
Exhibit F: Kaizen Disaster Recovery Plan

EXHIBIT F: KAIZEN DISASTER RECOVERY PLAN (3 PAGES)
(Attached)

EXHIBIT F: KAIZEN DISASTER RECOVERY PLAN
(3 PAGES)

Business Continuity and Disaster Recovery (BC/DR)
Policy Owner: Nikhil Reddy
Effective Date: 08/15/2023
Purpose
The purpose of this business continuity plan is to prepare Kaizen Labs in the event of service outages caused by factors beyond our control (e.g., natural disasters, man-made events), and to restore services to the widest extent possible in a minimum time frame.

Scope
All Kaizen Labs IT systems that are business critical. This policy applies to all employees of Kaizen Labs and to all relevant external parties, including but not limited to Kaizen Labs consultants and contractors.

The following scenarios are excluded from the BC/DR plan scope:
●Loss of availability for a production hosting service provider (i.e., Google Cloud, AWS, and Render)
●Loss of availability of Kaizen Labs satellite offices (these will be considered incidents) In the event of a loss of availability of a hosting service provider, the Head of Product Management will confer with the Staff Engineering Lead to determine an appropriate response strategy.

Policy
In the event of a major disruption to production services and a disaster affecting the availability and/or security of the Kaizen Labs office, senior managers and executive staff shall determine mitigation actions.

A disaster recovery test, including a test of backup restoration processes, shall be performed on an annual basis.

Continuity of information security shall be considered along with operational continuity.

In the case of an information security event or incident, refer to the Incident Response Plan.

Alternate Work Facilities
If the Kaizen Labs office becomes unavailable due to a disaster, all staff shall work remotely from their homes or any safe location.

Page 1 of 3 ends

Communications and Escalation
Executive staff and senior managers should be notified of any disaster affecting Kaizen Labs facilities or operations.

Communications shall take place over any available regular channels including slack, e-mail, phone, and Microsoft Teams.

Key contacts shall be maintained on the on-call schedule, viewable upon request.

Roles and Responsibilities
Role Responsibility
Staff
Engineering
Lead
The Staff Engineering Lead shall lead BC/DR efforts to mitigate losses and recover the corporate network and information systems.

Department
Heads
Each department head shall be responsible for communications with their departmental staff and any actions needed to maintain continuity of their business functions. Departmental heads shall communicate regularly with executive staff and the Staff Engineering lead.

Manager Managers shall be responsible for communicating with their direct reports and providing any needed assistance for staff to continue working from alternative locations.

Head of
Customer
Successs
The Head of Customer Success, in conjunction with the CEO and CFO shall be responsible for any external and client communications regarding any disaster or business continuity actions that are relevant to customers and third parties.

VP of
Engineering
The VP of Engineering, in conjunction with the Head of Customer Success, shall be responsible for leading efforts to maintain continuity of Kaizen Labs services to customers during a disaster.

Head of HR The CHRO shall be responsible for internal communications to employees as well as any action needed to maintain physical health and safety of the workforce. The CHRO shall work with the Staff Engineering Leadto ensure continuity of physical security at the Kaizen Labs office.

Continuity of Critical Services
Procedures for maintaining continuity of critical services in a disaster can be found in Appendix A.

Page 2 of 3 ends

Recovery Time Objectives (RTO) and Recovery Point Objects (RPO) can be found in Appendix B.

Strategy for maintaining continuity of services can be seen in the following table:

KEY BUSINESS

PROCESS

CONTINUITY STRATEGY
Customer
(Production) Service
Delivery
Rely on AWS availability commitments and SLAs
IT Operations Not dependent on HQ. VPN is redundant between HQ and Colo. Critical data is backed up to alternate locations.

Email Utilize Gmail and its distributed nature, rely on Google’s standard service level agreements.

Finance, Legal and
HR
All systems are vendor-hosted SaaS applications.

Sales and Marketing All systems are vendor-hosted SaaS applications.

Plan Activation
This BC/DR shall be automatically activated in the event of the loss or unavailability of the Kaizen Labs office, or a natural disaster (i.e., severe weather, regional power outage, earthquake) affecting the larger region.

Version Date Description Author Approved by

1.0 08/15/2023 Initial Version Nikhil Reddy Nikhil Reddy

Page 3 of 3 ends

KAIZEN LABORATORIES INC. ORDER FORM
Customer: City of Santa Clarita Effective Date: [date of signing] Primary Contact: Payment Method: Transactional charge
Primary Contact Phone: Payment Terms: Kaizen manages remittance and invoicing
Primary Contact E-Mail:

Initial Service Term:
5-year
Renewal Term:

N/A

Summary of Services Qty Cost Total Cost
Software Services: Full-scale build and implementation of a reservations and recreation management solution
(RRMS) for the City of Santa Clarita.
● Full support of a facility reservation management
workflow that would allow for self-service online
transactions to seamlessly book, reserve, and
request a facility in the community.
● This would apply to park pavilions, public
conference rooms, sports fields, tennis courts, and
all other publicly reservable spaces.
● Support for event management, league
management, program registrations like camps,
events, membership bookings, recreation center
management, and other important features.
● Access to these interfaces via a mobile-responsive
application for residents and administrators to
access.

1 $0 $0
Kickoff staff training 1 $0 $0
Payment kiosks and all associated hardware equipment TBD $0 $0 Design updates and improvements to workflows 1 $0 $0
Technical support 1 $0 $0
Recurring staff training 1 $0 $0
Maintenance Services – all updates and upgrades to
RRMS
1 $0 $0
Total: $ 0

Docusign Envelope ID: C9C5D4BC-B02E-4AB6-9863-A41AE03CC518 661-286-4075
Ryan Drake
[email protected]
12/17/2024

Additional Fees
Transactional Service Fee
• Year #1: 2.5% per transaction
• Year #2: 3% per transaction
• Year #3: 3.75% per transaction
• Year #4 and beyond: 4% per
transaction

Credit Card Transactions Fees
The User will be responsible for all credit
card transaction fees, which at present
time, is 2.9% + $0.30 per successful
transaction. This fee is subject to change
per the terms and conditions of the
Company’s payment processor.

TERMS AND CONDITIONS

This Order Form is effective as of the Effective Date listed above and is subject to, and hereby incorporates, the Digital Services Terms and Conditions attached hereto (together with this Order Form, the “Agreement”). If there is a conflict between this Order Form and the Agreement, the terms in this Order Form will control.

ACCEPTANCE

By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this Order Form and the Digital Services Terms and Conditions referenced above. (Signature block on next page)

IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the Effective date.

City of Santa Clarita KAIZEN LABORATORIES INC.

Signature
Name:

Title:

Signature

Name: Nikhil Reddy
Title: Co-Founder & CEO

Docusign Envelope ID: C9C5D4BC-B02E-4AB6-9863-A41AE03CC518 Co-Founder & COO
Kshitij Shah
Assistant City Manager
Frank Oviedo

Billing Address:

Address:
453 S Spring St Ste 400
Los Angeles, CA 90013
United States

Billing Contact: Attention: Nikhil Reddy
Billing Phone Number: Phone Number: 408-623-7000
Billing Email:

Email Address: [email protected]

DIGITAL SERVICES TERMS AND CONDITIONS

These Digital Services Terms and Conditions (the “Terms”) are hereby incorporated into any Order Form (defined below) that references the Terms (the Terms together with the Order Form, the “Agreement”), and sets forth the terms and conditions pursuant to which the Santa Clarita , also referred to as Santa Clarita, (herein referred to as the “Customer”) receives the services and materials set forth in an Order Form (collectively, the “Services”) by Kaizen Laboratories Inc. (herein referred to as the “Company”). If there is a conflict between the Terms and an Order Form, the terms of the Order Form will control.

1. DEFINITIONS

1.1. “Authorized User(s)” means any
employee or contractor of Customer that is
authorized by Customer to use the Services
on its behalf and has created an account in
accordance with Section 2.3.

1.2. “Company Platform” means Company’s
proprietary, web-based platform, which
provides certain features and functionality
relating to administration of municipal
spaces.

1.3. “Customer Data” means any data,
content, or information that is uploaded,
transmitted, submitted, provided, or
otherwise made available on the Company
Platform by or on behalf of Customer but
does not include Personal Information

1.4. “Documentation” means any user
documentation, in all forms (e.g., user
manuals, on-line help files) provided by
Company which relate to the Services.

1.5. “Order Form” means an order form, quote
or other similar document that: (a) sets forth
the Services, the pricing therefore, and the
Initial Service Term; (b) references these
Terms; and (c) is executed by the parties.

1.6. “Scope Limitations” means the limitations
on Customer’s use of the Services specified
in the Order Form.

1.7. “Services” means the services and
materials set forth in an Order Form.

Services may not be altered during the Term
of this Agreement except to provide the same
or better level of service, functionality, and
features existing on the date Customer signs
the Agreement.

1.8. “Usage Data '' means any performance,
analytical, or usage information relating to
Customer’s and Users’ use of the Services
which is generated or otherwise collected by
the Services and is in aggregated or de-
identified form only, but shall not include
Personal Information

1.9. “User(s)” means any individual who uses
the Services.

1.10. “Personal Information” means personally
identifying information from Users or
Customer including, but not limited to, name,
Docusign Envelope ID: C9C5D4BC-B02E-4AB6-9863-A41AE03CC518 [email protected]
23920 Valencia BLVD
Ryan Drake
Santa Clarita, CA 91355
United States
661-286-4075

age, address, phone number, email, and
credit card information.

2. SERVICES

2.1. Use of the Services. Subject to the terms
and conditions of this Agreement, Company
grants to Customer and its Authorized Users
a limited, worldwide, non-exclusive, non-
transferable (except as permitted in Section

12.4) right during the Term (defined below)
to use the Services solely in connection with
Customer’s internal business operations.

Customer’s and its Authorized Users’ right to
use the Services is subject to the Scope
Limitations and contingent upon their
compliance with the Scope Limitations.

2.2. Use of the Documentation. Subject to the
terms and conditions of this Agreement,
Company grants to Customer and its
Authorized Users a limited, worldwide, non-
exclusive, non-transferable (except as
permitted in Section 12.4) license, without
right of sublicense, during the Term to
reproduce, without modification, and
internally use a reasonable number of copies
of the Documentation solely in connection
with their use of the Services in accordance
with this Agreement.

2.3. Authorized Users. To access the
Services, Customer and its Authorized Users
will be required to register for an
account. When registering for an
account, Customer and its Authorized
Users will be required to provide Company
with certain registration information
(including, the Customer’s name, email
address, account password, and other
contact information)Customer acknowledges
and agrees that the information provided to
Company is accurate, complete, and not
misleading, and that Company will, and will
require that its Authorized Users, keep such
information accurate and up to date at all
times. Each account created by a Authorized
User is personal to that specific individual
and may not be transferred, sold or otherwise
assigned to or shared with any other
individual or entity. Customer is solely
responsible for maintaining the
confidentiality of its account and password
and those of its Authorized Users.

Customer will immediately notify Company
upon becoming aware, or having a
reasonable basis to believe, that its or its
Authorized Users’ accounts are no longer
secure.

2.4. Use Restrictions. Except as otherwise
explicitly provided in this Agreement or as
may be expressly permitted by applicable
law, Customer will not, and will not permit its
Authorized Users to: (a) rent, lease, or
otherwise permit third parties to use the
Services or related Documentation; (b) use
the Services to provide services to third
parties (e.g., as a service bureau), but use of
the Services by Users is permitted; (c) use
the Services for any benchmarking activity or
in connection with the development of any
competitive product; (d) circumvent or
disable any security or other technological
features or measures of the Services; (e)
reverse engineer, decompile, disassemble or
otherwise attempt to discover the source
code, object code or underlying structure,
ideas, know how or algorithms relevant to the
Services or any software, Documentation or
data related to the Services; or (f) remove
any proprietary notices or labels included as
part of the Services. Company may
immediately suspend access to or use of the
Service by Customer and its Authorized
Users upon notice to Customer for any
breach of this Section 2.4. Company limits
access to Customer Data, Personal
information, and Customer’s Confidential
Information to its employees who require
access to such information to perform the
obligations under this Agreement. In the
event that Company elects to use any third-
party providers, including but not limited to,
vendors, independent contractors, service
providers, or consultants to provide the
Services subject of this Agreement,
Company shall require these third-party
providers to agree in writing to the terms of
this Agreement and shall be responsible and
liable for all acts and/or omissions of these
Docusign Envelope ID: C9C5D4BC-B02E-4AB6-9863-A41AE03CC518

Bellflower City CouncilApril 14, 2025

Bellflower City Council
April 14, 2025