Agenda — California City City Council, May 26, 2026 (part 2 of 4)

PROPOSED CODE AMENDMENTS
Section 9-2.2A05. Temporary Use Permits.

Section 9-2.2A05 is amended to read in its entirety as follows:

No person shall install or conduct any temporary use without a temporary use permit. Temporary use permits shall be required for each occurrence of a temporary use. Recurring temporary uses shall require a temporary use permit for each calendar year of operation.

Section 9-2.2A06(f)(5). Duration of Temporary Use Permits.

Section 9-2.2A06(f)(5) is amended to read in its entirety as follows:
(5) Produce stand; farmers market: Fifty (50) days per year, not more than three consecutive days at a time;
(All other provisions of Section 9-2.2A06 remain unchanged.) 284

CITY OF CALIFORNIA CITY
Redline Code Amendments
Farmers Market Zoning Text Amendment
Redline shown for review purposes only. Additions are shown in red underline. Deletions are shown in red strikethrough.

Section 9-2.2A05. Temporary Use Permits.

Section 9-2.2A06(f)(5). Duration of Temporary Use Permits. (5) Produce stand; farmers market: Ninety (90) days Fifty (50) days per year, not more than three consecutive days at a time;
Summary of Changes
Section Change
Section 9-2.2A05 Adds calendar-year temporary use permit language for recurring temporary uses.

Section 9-

2.2A06(f)(5)
Revises produce stand/farmers market duration from ninety (90) days to fifty (50) days per year, with no more than three consecutive days at a time. 285
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Honorable Mayor and City Council
FROM: Kenny Cooper, Finance Manager
SUBJECT: Approve City Check Register dated 05/08/2026-05/21/2026 BACKGROUND/ DISCUSSION:

The following checks have been prepared by the Finance Department. The items are provided to the Mayor and City Council for review and approval.

RECOMMENDATION:

Staff recommends the City Council discuss and approve the attached check register. 286
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CITY OF CALIFORNIA CITY
May 12, 2026
Marquette Hawkins
MAYOR
Jim Creighton

MAYOR PRO TEM
Della Clark
Ronald Smith

COUNCIL MEMBERS
Sean Grayson

CITY MANAGER

DRAFT MINUTES

CITY COUNCIL/ HOUSING AUTHORITY/ SUCCESSOR AGENCY
REGULAR MEETING TUESDAY, May 12, 2026 @ 5:00 PM

COUNCIL CHAMBERS
21000 HACIENDA BLVD., CALIFORNIA CITY, CA 93505 &

VIA ZOOM
If you need special assistance to participate in this meeting, contact the City Clerk at (760) 373-7140 or via email at [email protected]. We request a 24-hour notification prior to the meeting in order for the City to make reasonable arrangements to ensure accessibility. (28 CFR 35.102-35.104 American Disabilities Act Title II) Zoom instructions and notes:

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Meeting ID: 879 8848 0756
Passcode: 288834

1. Public can dial into the Zoom line:
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2. Comments
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May 12, 2026
The public is urged to listen to the meeting in a quiet place to avoid background noise. We also request public to MUTE your audio device when not commenting to avoid disruption during meeting.
**Please take this time to turn off your cell phones ** CLOSED SESSION 4:00 PM

CALL TO ORDER
MAYOR HAWKINS CALLED THE MEETING TO ORDER AT 4:03 P.M.

ROLL CALL
Councilmembers: Clark, Smith, Mayor Pro Tem Creighton, Mayor Hawkins

ALL PRESENT

ADOPT THE AGENDA

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER SMITH, CARRIED 4-0, TO ADOPT THE AGENDA.

PUBLIC COMMENT
MAYOR HAWKINS CALLED FOR PUBLIC COMMENT. NO ONE SPOKE.

CLOSED SESSION
CS 1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2):

Two.

CS 2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Government Code Section 54956.9(d)(1) – Two cases
Linda Davis v. City of California City, Kern County Superior Court, Case No. BCV-25-100895 Boston, et al. v. City of California City, Case Bo. BCV-22-101398-BCB

REPORT OUT OF CLOSED SESSION
CITY ATTORNEY PONTO REPORTED OUT- DIRECTION WAS GIVEN FOR CS 1 AND CS 2 WITH

RESPECT TO ALL ITEMS, COUNSEL WAS RECEIVED, AND THERE WERE NO FURTHER REPORTABLE ACTIONS.

CITY COUNCIL CONVENES TO REGULAR MEETING
REGULAR MEETING 5:00 PM

CALL TO ORDER
MAYOR HAWKINS CALLED THE MEETING AT 5:07 P.M.

PLEDGE OF ALLEGIANCE / INVOCATION

MAYOR HAWKINS LED THE PLEDGE OF ALLEGIANCE, AND PASTOR MARK GOODELL PROVIDED THE INVOCATION.

ROLL CALL – 303

CITY OF CALIFORNIA CITY
May 12, 2026
Councilmembers: Clark, Smith, Mayor Pro Tem Creighton, Mayor Hawkins

ALL PRESENT

DEPARTMENT REPORTS
Parks and Recreation
Housing
Cannabis
OHV
City Manager
MAYOR HAWKINS ASKED FOR PUBLIC COMMENTS: ROBBIE CORDES SPOKE.

CITY CLERK REPORTS/RECEIVED COMMUNICATIONS
J.M. Powers – May 6, 2026

CIVIC/COMMUNITY/ORGANIZATION ANNOUNCEMENTS
NONE.

PUBLIC BUSINESS FROM THE FLOOR / PUBLIC COMMENT
MAYOR HAWKINS ASKED FOR PUBLIC COMMENTS: MS. HERNANDEZ, BETHANY, J.M. POWERS,

MARY LINDA MOSS, RICHIE SAYAVONG, SAM TARPIN, CATHY KLEIN, ALEXANDRA BARON, TAMI JOHNSON, AMANDA DIAZ, AND JUDITH JEWETT.

MAYOR HAWKINS ANNOUNCED THAT DUE TO THE NUMBER OF PARTICIPANTS, WE WOULD

TAKE THE REMAINING PUBLIC COMMENTS AT THE END OF THE MEETING AND FURTHER STATED THAT THERE WOULD BE A RECESS.

MAYOR HAWKINS RECESSED AT 5:56 P.M. MAYOR HAWKINS CALLED THE MEETING BACK TO ORDER AT 6:12 P.M.

PRESENTATION
P 1. KernCOG presentation on Regional Transportation Plan (RTP) 4-year update ROB BALL PRESENTED THE REGIONAL TRANSPORTATION PLAN 4-YEAR UPDATE.

P 2. 4th and 5th of July City Celebration Announcement
MAYOR HAWKINS ANNOUNCED THE 4TH AND 5TH OF JULY CITY CELEBRATIONS AT CENTRAL PARK.

P 3. Volunteer Parks and Recreation Recognition

MAYOR HAWKINS AND PARKS AND RECREATION COORDINATOR LEANN WEIBLE PRESENTED CERTIFICATES TO THE VOLUNTEERS.

P 4. Proclamation to Declare May as Community Action Month

MAYOR HAWKINS PRESENTED THE PROCLAMATION AND DECLARED MAY AS COMMUNITY ACTION MONTH.

PUBLICHEARING
PH 1. Staff Report: Kenny Cooper, Finance Manager
Subject: A Public Hearing to Approve Resolution 26-3241 Amending/Approving the Engineer’s Report and Resolution 26-3242 Ordering the Levy and Collection of Assessments for the Aspen Mall Landscaping and Lighting District Fiscal Year 2026/2027
A. Open Public Hearing
B. Staff Report: Anu Doravari, Planning Director
C. Public Comment
D. Close Public Hearing
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May 12, 2026
E. Discussion
F. Recommended Action: Staff recommends that the City Council

1. Conduct Public Hearing for Adoption of Resolution No. 26-3241 & 26-3242

2. Close the public hearing.

3. Adopt Resolution No. 26-3241 & 26-3242 Or;

4. Take other actions as desired
MAYOR HAWKINS CALLED FOR PUBLIC COMMENTS: J.M. POWERS SPOKE AND JOHN FISHER.

MOTION BY COUNCIL MEMBER SMITH, SECOND BY MAYOR PRO TEM CREIGHTON, CARRIED 4-0, TO APPROVE STAFF RECOMMENDATION.

CONSENT CALENDAR

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0, TO APPROVE THE CONSENT CALENDAR, WITH THE REMOVAL OF CC 2 FOR SEPARATE CONSIDERATION.

CC 1. Approve City Check Register dated 04/24/2026-05/07/2026

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0.

CC 2. Approve Minutes for 04/28/2026 Regular Meeting and 5/4/2026 Special Meeting

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0, TO APPROVE THE MINUTES OF 4/28/2026 AND 5/4/2026, AS AMENDED.

MAYOR HAWKINS ASKED FOR PUBLIC COMMENTS: AL HUDSON SPOKE.

CC 3. Staff Report: Joe Barragan, Public Works Director Subject: NOTICE OF COMPLETION – SB1 Kenniston Street Rehabilitation Project from CalCity Blvd. to Walpole Ave.

Recommendation: It is recommended that the City Council Motion to approve Resolution 26- 3243 authorizing acceptance of completed work by Griffith Company for SB1 Kenniston St Rehabilitation Project from Cal-City Blvd to Walpole Ave., directing the City Clerk to file Notice of Completion with Kern County Recorder, and authorize payment of retention funds

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0.

CC 4. Staff Report: Sean Grayson, City Manager
Subject: 1) Approval of a Contract with Technic Business Solutions for the Cybersecurity Framework Request for Proposals in an Amount Not-To-Exceed $250,000; and 2) Authorize the City Manager to Execute the Contract
Recommendation: It is recommended that the City Council approve a contract with Technic Business Solutions for the Cybersecurity Framework RFP and authorize the City Manager to execute a contract

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0.

CC 5. Staff Report: Sean Grayson, City Manager
Subject: Contracts by Department: Housing, Human Resources, Public Works, and NonDepartmental Recommendation: It is recommended that the City Council receive and file the information. The information will be maintained by the City Clerk in a virtual and physical grants and contracts binder (multiple binders).

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY COUNCIL MEMBER CLARK, CARRIED 4-0.
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May 12, 2026

CONTINUED BUSINESS
CB 1. Staff Report: Sean Grayson, Interim City Manager
Subject: Resolution 2026-3244: A Resolution of the City Council of the City of California City Approving the Annual Rate Adjustment Request from WM for the 2026-2027 Fiscal Year Recommendation: Staff recommends that the City Council adopt the resolution 2026-3244 approving the rate adjustments
MAYOR HAWKINS ASKED FOR PUBLIC COMMENT: SHAWN BRADLEY, MARY WITTY, AND AL HUDSON SPOKE.

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY MAYOR HAWKINS, TO ADOPT RESOLUTION 2026-3244. COUNCIL MEMBER SMITH REQUESTED TO DO A MOTION ON TOP OF A MOTION.

MOTION BY COUNCIL MEMBER SMITH, SECOND BY COUNCIL MEMBER CLARK, FAILED 1-3 (COUNCIL MEMBER CLARK, MAYOR PRO TEM CREIGHTON, MAYOR HAWKINS VOTED NO) TO

TABLE THIS ITEM AND DIRECT WM REPRESENTATIVES TO MAKE CONTACT WITH CITY STAFF TO DO A COMPETITIVE BID PROCESS.

MOTION BY COUNCIL MEMBER SMITH TO DENY THE ADOPTION OF THE RESOLUTION 2026- 3244. MOTION FAILED FOR A LACK OF A SECOND.

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY MAYOR HAWKINS, CARRIED 3-1 (COUNCIL MEMBER SMITH VOTING NO), TO ADOPT RESOLUTION 2026-3244, AS AMENDED, TO

DIRECT STAFF TO WORK WITH WM FOR EDUCATIONAL PURPOSES RELATED TO RATE RELIEF OR ASSISTANCE PROGRAMS.

CB 2. Staff Report: Sean Grayson, Interim City Manager
Subject: 1) Approval of a Contract with Willdan Financial Services for Comprehensive Review and Evaluation of Citywide User Fees (Fee Study) and Cost Allocation Plan in an Amount Not-ToExceed $40,545; and 2) Authorize the City Manager to Execute the Contract Recommendation: It is recommended that the City Council approve a contract with Willdan Financial Services for Comprehensive Review and Evaluation of Citywide User Fees (Fee Study) and Cost Allocation Plan and authorize the City Manager to execute a contract MAYOR HAWKINS ASKED FOR PUBLIC COMMENT: J.M. POWERS, SHAWN BRADLEY, AND AL HUDSON SPOKE.

MOTION BY COUNCIL MEMBER SMITH TO TABLE THE ITEM. MOTION FAILED FOR A LACK OF A SECOND.

MOTION BY MAYOR PRO TEM CREIGHTON, SECOND BY MAYOR HAWKINS, TIED 2-2 (COUNCIL MEMBERS CLARK AND SMITH VOTING NO) TO APPROVE A CONTRACT WITH

WILLDAN FINANCIAL SERVICES FOR COMPREHENSIVE REVIEW AND EVALUATION OF

CITYWIDE USER FEES (FEE STUDY) AND COST ALLOCATION PLAN AND AUTHORIZE THE CITY MANAGER TO EXECUTE A CONTRACT.

MAYOR HAWKINS NOTED THAT THIS ITEM WOULD BE FURTHER DISCUSSED ON MAY 26TH FOR FURTHER CONSIDERATION.

MAYOR HAWKINS RECESSED THE MEETING AT 8:13 P.M. MAYOR HAWKINS CALLED THE MEETING TO ORDER AT 8:25 P.M.

MAYOR HAWKINS CONTINUED PUBLIC COMMENTS, CALLING CLAIRE KIOKO, AL HUDSON,

MARY WITTY, CHERIE SHORE, JOHN FISHER, ROI KUMAN, DUANE VASQUEZ, LORRAINE

TRIOLO, JONI GARCIA, DORIE LEMIEUX, MICHELLE DUNKER, SHAWN BRADLEY, 306

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May 12, 2026
UNDISCLOSED, UNDISCLOSED, JAKE M., CINDY, PENELOPE LEPOME, JOCELYN Y., CONSUELO GONZALEZ, “ICE OUT”, MARNIE, JAN MESLIN, JONATHAN PARTRIDGE, ALCOR GARCIA, RIYA KHAN, DEBORAH LEE, GWENDOLYN FILIPSKI, AND ROSA LOPEZ SPOKE.

NEW BUSINESS
NB 1. Staff Report: Mayor Pro Tempore Jim Crieghton & Inge Elmes OHV Manager ` Subject: Receive a Presentation on and Provide any Direction on the Topic of the Needles OHV Permit for City Roads
Recommendation: It is recommended that the City Council receive the report and provide any direction needed
BY CONSENSUS, THE CITY COUNCIL RECEIVED THE REPORT.

COUNCILMEMBER COMMENTS, AGENDA REQUESTS, AND AB1234 REPORTS This portion of the meeting is reserved for council members to present information, announcements, and items that have come to their attention. The Brown Act precludes Council, staff, or public discussion. Short staff responses are appropriate. The Council will take no formal action. A Council member may request the City Clerk to calendar an item for consideration at a future meeting or refer an item to staff.

ADJOURNMENT
MAYOR HAWKINS ADJOURNED THE MEETING AT 10:05 P.M.
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CITY OF CALIFORNIA CITY
May 19, 2026
Marquette Hawkins
MAYOR
Jim Creighton

MAYOR PRO TEM
Della Clark
Ronald Smith

COUNCIL MEMBERS
Sean Grayson

CITY MANAGER

DRAFT MINUTES

CITY COUNCIL/ HOUSING AUTHORITY/ SUCCESSOR AGENCY
SPECIAL MEETING TUESDAY, May 19, 2026 @ 5:00 PM

COUNCIL CHAMBERS
21000 HACIENDA BLVD., CALIFORNIA CITY, CA 93505 &

Web Link: https://us06web.zoom.us/j/88186259370
Meeting ID: 881 8625 9370
Passcode: 288834

1. Public can dial into the Zoom line:
a. One tap mobile: +16694449171,,88186259370# US
b. Dial the following number: +1 564 217 2000 US

CITY OF CALIFORNIA CITY
May 19, 2026
The public is urged to listen to the meeting in a quiet place to avoid background noise. We also request public to MUTE your audio device when not commenting to avoid disruption during meeting.
**Please take this time to turn off your cell phones ** SPECIAL MEETING 5:00 PM

CALL TO ORDER
MAYOR HAWKINS CALLED THE MEETING AT 5:00 P.M.

PLEDGE OF ALLEGIANCE / INVOCATION
MAYOR HAWKINS LED THE PLEDGE OF ALLEGIANCE.

ROLL CALL –
Councilmembers: Clark, Smith, Mayor Pro Tem Creighton, Mayor Hawkins ALL PRESENT.

CITY CLERK REPORTS/RECEIVED COMMUNICATIONS
J.M. Powers – May 14, 2026
MAYOR HAWKINS ASKED FOR PUBLIC COMMENT. THE FOLLOWING MEMBERS OF THE PUBLIC SPOKE: J.M. POWERS, AL HUDSON, ISAAC BARCELONA, ALEXIS SHAW, AND ROBBIE CORDES.

NEW BUSINESS
NB 1. Staff Report: Sean Grayson, City Manager
` Subject: Conduct a Workshop to Solicit Public Input and City Council Direction on the Development of the 2026/27 Fiscal Year Budget
Recommendation: It is recommended that the City Council conduct the workshop and provide any direction needed
MOTION BY COUNCIL MEMBER SMITH, SECOND BY COUNCIL MEMBER CLARK, CARRIED 3-1 (MAYOR PRO TEM CREIGHTON VOTING NO), TO DIRECT THE CITY MANAGER TO NOT REMOVE ANY POLICE OFFICER POSITIONS FROM THE FISCAL YEAR 2026-2027 DRAFT BUDGET.

MOTION BY COUNCIL MEMBER SMITH, SECOND BY MAYOR HAWKINS, CARRIED 4-0, TO DIRECT THE DEVELOPMENT OF THE FISCAL YEAR 2026-2027 BUDGET, BALANCING REVENUE

AND EXPENDITURES, INCLUDING TO DEVELOP A DRAFT BUDGET AS PROPOSED WITH THE 1,753,675 IN REDUCTIONS AND EXPENDITURES IN THE GENERAL FUND AND WITH ADJUSMENTS IN OTHER FUNDS TO MATCH.

ADJOURNMENT

MOTION BY MAYOR PRO TEM CREIGHTON, AND BY CONSENSUS, THE CITY COUNCIL ADJOURNED THE CITY COUNCIL MEETING.

MAYOR HAWKINS ADJOURNED THE MEETING AT 6:12 P.M.
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Joe Barragan, Public Works Director
SUBJECT: Resolution 26-3246: A Resolution of the City Council of the City of California City, Adopting a List of Projects for Fiscal Year 2026-2027 Funded by SB 1: The Road Repair and
Accountability Act of 2017
BACKGROUND/ DISCUSSION:

Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 to address significant multi-modal transportation funding shortfalls statewide.

SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year.

California City must approve a list of projects for SB1 funding, detailing each project's description, location, completion schedule, and estimated useful life.

California City [CL1.1]used a Pavement Management System to select SB 1 projects for local roads with a pavement condition index (PCI) below 55, ensuring funds target high-priority, costeffective repairs aligned with community needs and public requests for residential street rehabilitation.

SB 1 funds will help California City maintain and improve local roads. For FY 2026-2027, the City selected two project locations:
- Project one Title: Redwood Blvd and Conklin Blvd Intersection Improvements. - Project two Title: S Loop Blvd and Hacienda Blvd, and N Loop Blvd and Poppy Blvd Center Median Improvements.

The project’s road design will include pedestrian safety features. 310
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FISCAL IMPACT:

California City is expected to receive approximately $421,383 in SB 1 Road Maintenance and Rehabilitation Account (RMRA) funding for FY 2026-2027. There is no local match for the use of these funds. Individual projects will be brought to the City Council for consideration when they are proposed for implementation.

RECOMMENDATION:

It is recommended that the City Council adopt the resolution approving the list of projects for Fiscal Year 2026-2027 funded by SB 1: The Road Repair and Accountability Act of 2017.

ATTACHMENTS:
1 - Resolution No. 26-3246
2 - Project Schedule
3 - Project Area Map
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RESOLUTION NO. 26-3246

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY, ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2026-2027 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017
The City Council of the City of California City (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City of California City must adopt by resolution with a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and WHEREAS, the City of California City is projected to receive approximately $421,383 in Road Maintenance and Rehabilitation Account (RMRA) funding for Fiscal Year 2026-2027 from SB 1; and WHEREAS, this is the tenth year in which the City of California City is receiving SB1 funding and will enable the city to continue essential road maintenance and rehabilitation projects, safety improvements, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and
WHEREAS, the City of California City has undergone a robust public process to ensure public input into our community’s transportation priorities/the project list, these project locations provide access to the business center, the city has received numerous complaints of broken paved areas and citizens have requested to rehabilitate this road and others throughout the City; and WHEREAS, the City of California City used a Pavement Management System to develop the SB 1 project list of local roads with a pavement condition index (PCI) of less than 55 PCI, to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the community’s priorities for transportation investment, and respond to public demands to rehabilitate residential streets; and
WHEREAS, the funding from SB 1 will help the City of California City maintain and rehabilitate the network of local roads infrastructure including the following projects 1) Redwood Blvd at Conklin Blvd Intersection Improvements, and 2) Center Median Improvements located at S Loop Blvd at 312
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Hacienda Blvd and N Loop Blvd at Poppy Blvd have been targeted as priority for this Fiscal Year 2026- 2027, safety pedestrian elements will be incorporated during the project’s road design; and WHEREAS, the 2023 California Statewide Local Streets and Roads Needs Assessment and the City’s Pavement Management System (PMS) report found that the City’s streets and roads are in an “athigher risk” condition and this revenue will help us increase the overall quality of our road system and over the next decade will bring our streets and roads into a “71 PCI” condition or better, thus increasing safety and mobility; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive benefits, immediate enhancements of the neighborhoods, safety and quality of life to the citizens of California City.

NOW, THEREFORE BE IT IS HERBY RESOLVED, ORDERED, AND ORDERED AND FOUND by the City Council of the City of California City, California as follows:

SECTION 1: The foregoing recitals are true and correct.

SECTION 2: The following list of newly proposed projects will be funded in-part or solely with Fiscal Year 2026-2027 Road Maintenance and Rehabilitation Account revenues:
a) Project one Title: Redwood Blvd. and Conklin Blvd. Intersection Improvements.
b) Project one Description: Cold-plane three inches of existing roadway surface, installation of hot mix asphalt, installing traffic stripes, pavement markings, and roadside signs.
c) Project one Location: Redwood Blvd. and Conklin Blvd. intersection. d) Project two Title: S Loop Blvd andHacienda Blvd., and N Loop Blvd. and Poppy Blvd Center Median Improvements.
e) Project two Description: Cold-plane three inches of existing roadway surface, installation of hot mix asphalt, curb median, traffic stripes, pavement markings, and led flashing roadside signs.
f) Project two Location: S Loop Blvd. and Hacienda Blvd., and N Loop Blvd. and Poppy Blvd. intersections.
g) Estimated Projects Schedule: Start 01/28/2027– Completion 07/01/2027 based on the component being funded with SB1 funds.
h) Estimated Projects Useful Life: Between 15 and 20 Years. i) Attached are the project area map and project schedule. 313
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PASSED AND ADOPTED by the City Council of the City of California City, this 26th day of May 2026.
__________________________
Marquette E. Hawkins,
Mayor
ATTEST: APPROVED AS TO FORM:
___________________________ __________________________
John Paul Maier, MBA, MMC Victor M. Ponto,
City Clerk City Attorney
STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF CALIFORNIA CITY }
I, John Paul Maier, City Clerk of the City of California City, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of California City on the _________ day of ________________ 2026, by the following vote:

John Maier, MBA, MMC
City Clerk
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California City, CA

0.2 0 0 0 0 0 0.2 MI 0.4
200 0 0 200 400 600 800 M 1000
SB1 FY 2026-2027 PROJECT LOCATIONS
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Joe Barragan, Public Works Director
SUBJECT: Resolution 26-3247: A Resolution of the City Council of the City of California City Authorizing the City Manager to Execute Certifications, the Assurances Form, and the Authorized Agent Form, for the Low Carbon Transit Operations Program
(LCTOP) FY 2025-2026, for the Following Project: Bus Shelter Replacement $22,718
BACKGROUND/ DISCUSSION:

The City of California City is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) now or sometime in the future for transit projects. As such, the City submitted the project nomination and allocation request to Caltrans requesting $22,718 in FY 2025-26 LCTOP funds for Bus Shelter Replacement Project.

The statutes related to state-funded transit projects require a local or regional implementing agency to abide by various regulations. Senate Bill 862 (2014) named the Department of Transportation as the administrative agency for the LCTOP; and the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies).

The City of California City must comply with all conditions and requirements set forth in applicable statutes, regulations, and guidelines for all LCTOP funded transit projects. At this time staff is seeking Council authorization for the City Manager to execute the Certifications and Assurances form and 2) Authorized Agent form.

Funds from this program will be utilized to benefit residents, promote the Transit System, and encourage ridership.

FISCAL IMPACT:

Low Carbon Transit Operations Program Grant does not require a local match.

Funding: LCTOP Funds $ 22,718
Local Match $ 0
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RECOMMENDATION:

It is recommended that the City Council adopt the resolution authorizing the City Manager to execute the required documents.

ATTACHMENTS:
1 - Resolution No. 26-3247
2 - Forms
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RESOLUTION NO. 26-3247

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY

AUTHORIZING THE CITY MANAGER TO EXECUTE CERTIFICATIONS, THE

ASSURANCES FORM, AND THE AUTHORIZED AGENT FORM FOR THE LOW CARBON TRANSIT OPERATIONS PROGRAM (LCTOP) FY 2025-2026, FOR THE FOLLOWING PROJECT: BUS SHELTER REPLACEMENT FOR $22,718
WHEREAS the City of California City is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit projects; and WHEREAS the statutes related to state-funded transit projects require a local or regional implementing agency to abide by various regulations; and
WHEREAS Senate Bill 862 (2014) named the Department of Transportation (Department) as the administrative agency for the LCTOP; and
WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, Funds from LCTOP program will be utilized for the benefit of low-income citizens in disadvantaged areas, promote the Transit System, and encourage ridership.

WHEREAS, the City submitted the project nomination and allocation request to Caltrans requesting $22,718 in FY 2025-26 LCTOP funds for Bus Shelter Replacement Project.

WHEREAS, the City must comply with all conditions and requirements set forth in applicable statutes, regulations, and guidelines for all LCTOP funded transit projects; and WHEREAS, the City Council desires to authorize the City Manager to execute the documents needed for the project.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY, CALIFORNIA, AS FOLLOWS:

Section 1: The above recitals are true and correct.

Section 2: The City Council of the City of California City agrees to comply with all conditions and requirements set forth in the Certification and Assurances and the Authorized Agent documents and applicable statutes, regulations and guidelines for all LCTOP funded transit projects and hereby authorizes the City Manager to execute the Certifications and Assurances form.

Section 3: The City Council of the City of California City authorizes the Finance Manager or Public Works Director to execute all required documents of the LCTOP program and any Amendments thereto with the California Department of Transportation and hereby authorizes the City Manager to execute the Authorized Agent form.
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PASSED AND ADOPTED at a regular meeting of the City Council of the City of California City held on May 12, 2026.

AYES:

NOES :

ABSENT:

ABSTAIN:
______________________________
Marquette E. Hawkins
Mayor
ATTEST: APPROVED AS TO FORM:
________________________ _________________________
John Paul Maier, MBA, MMC Victor M. Ponto
City Clerk City Attorney
STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF CALIFORNIA CITY }
I, John Paul Maier, City Clerk of the City of California City, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of California City on the _________ day of ________________ 2026, by the following vote:

John Paul Maier
City Clerk
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Authorized Agent
AS THE City Manager
(Chief Executive Officer/Director/President/Secretary)
OF THE City of California City, Kern County, CA
(Name of County/City/Transit Organization)
I hereby authorize the following individual(s) to execute for and on behalf of the named Regional Entity/Transit Operator, any actions necessary for the purpose of obtaining Low Carbon Transit Operations Program (LCTOP) funds provided by the California Department of Transportation, Division of Local Assistance. I understand that if there is a change in the authorized agent, the project sponsor must submit a new form. This form is required even when the authorized agent is the executive authority himself. I understand the Board must provide a resolution approving the Authorized Agent. The Board Resolution appointing the Authorized Agent is attached.

Joe Barragan (Public Works Director) OR
(Name and Title of Authorized Agent)
Kenny Cooper (Finance Manager) OR
(Name and Title of Authorized Agent)
Click here to enter text. OR
(Name and Title of Authorized Agent)
Click here to enter text. OR
(Name and Title of Authorized Agent)
Sean Grayson City Manager
(Print Name) (Title)
(Signature)
Approved this 1
day
of May , 2026
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Certifications and Assurances
Lead Agency: City of California City
Project Title: Bus Shelter Replacement Project
Prepared by: City Engineer
The California Department of Transportation (Caltrans) has adopted the following Certifications and Assurances for the Low Carbon Transit Operations Program (LCTOP).

As a condition of the receipt of LCTOP funds, Lead Agency must comply with these terms and conditions.

A. General

1. The Lead Agency agrees to abide by the current LCTOP Guidelines and applicable legal requirements.

2. The Lead Agency must submit to Caltrans a signed Authorized Agent form designating the representative who can submit documents on behalf of the project sponsor and a copy of the board resolution appointing the Authorized Agent.

B. Project Administration

1. The Lead Agency certifies that required environmental documentation is complete before requesting an allocation of LCTOP funds. The Lead Agency assures that projects approved for LCTOP funding comply with Public Resources Code § 21100 and § 21150.

2. The Lead Agency certifies that a dedicated bank account for LCTOP funds only will be established within 30 days of receipt of LCTOP funds.

3. The Lead Agency certifies that when LCTOP funds are used for a transit capital project, that the project will be completed and remain in operation for its useful life.

4. The Lead Agency certifies that it has the legal, financial, and technical capacity to carry out the project, including the safety and security aspects of that project.

5. The Lead Agency certifies that they will notify Caltrans of pending litigation, dispute, or negative audit findings related to the project, before receiving an allocation of funds.

6. The Lead Agency must maintain satisfactory continuing control over the use of project equipment and facilities and will adequately maintain project equipment and facilities for the useful life of the project.

7. Any interest the Lead Agency earns on LCTOP funds must be used only on approved LCTOP projects.
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8. The Lead Agency must notify Caltrans of any changes to the approved project with a Corrective Action Plan (CAP).

9. Under extraordinary circumstances, a Lead Agency may terminate a project prior to completion. In the event the Lead Agency terminates a project prior to completion, the Lead Agency must (1) contact Caltrans in writing and follow-up with a phone call verifying receipt of such notice; (2) pursuant to verification, submit a final report indicating the reason for the termination and demonstrating the expended funds were used on the intended purpose; (3) submit a request to reassign the funds to a new project within 180 days of termination.

C. Reporting

1. The Lead Agency must submit the following LCTOP reports:
a. Annual Project Activity Reports October 30th each year. b. A Close Out Report within six months of project completion. c. The annual audit required under the Transportation Development Act (TDA), to verify receipt and appropriate expenditure of LCTOP funds. A copy of the audit report must be submitted to Caltrans within six months of the close of the year (December 31) each year in which LCTOP funds have been received or expended.
d. Project Outcome Reporting as defined by CARB Funding Guidelines. e. Jobs Reporting as defined by CARB Funding Guidelines.

2. Other Reporting Requirements: CARB develops and revises Funding Guidelines that will include reporting requirements for all State agencies that receive appropriations from the Greenhouse Gas Reduction Fund. Caltrans and project sponsors will need to submit reporting information in accordance with CARB’s Funding Guidelines, including reporting on greenhouse gas reductions and benefits to disadvantaged communities.

D. Cost Principles

1. The Lead Agency agrees to comply with Title 2 of the Code of Federal Regulations 225 (2 CFR 225), Cost Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

2. The Lead Agency agrees, and will assure that its contractors and subcontractors will be obligated to agree, that:
a. Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allow ability of individual project cost items and
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b. Those parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub-recipient receiving LCTOP funds as a contractor or sub-contractor shall comply with
Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

3. Any project cost for which the Lead Agency has received funds that are determined by subsequent audit to be unallowable under 2 CFR 225, 48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by the Lead Agency to the State of California (State). All projects must reduce greenhouse gas emissions, as required under Public Resources Code section 75230, and any project that fails to reduce greenhouse gases shall also have its project costs submit to repayment by the Lead Agency to the State. Should the Lead Agency fail to reimburse moneys due to the State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, the State is authorized to intercept and withhold future payments due the Lead Agency from the State or any third-party source, including but not limited to, the State Treasurer and the State Controller.

A. Record Retention

1. The Lead Agency agrees and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred project costs and matching funds by line item for the project.

The accounting system of the Lead Agency, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP) and enable the determination of incurred costs at interim points of completion. All accounting records and other supporting papers of the Lead Agency, its contractors and subcontractors connected with LCTOP funding shall be maintained for a minimum of three (3) years after the “Project Closeout” report or final Phase 2 report is submitted (per CARB Funding Guidelines, Vol. 3, page 3.A-16), and shall be held open to inspection, copying, and audit by representatives of the State and the California State Auditor.

Copies thereof will be furnished by the Lead Agency, its contractors, and subcontractors upon receipt of any request made by the State or its agents. In conducting an audit of the costs claimed, the State will rely to the maximum extent possible on any prior audit of the Lead Agency pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by the Lead Agency’s external and internal auditors may be relied upon and used by the State when planning and conducting additional audits.

2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with 323
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the performance of the Lead Agency’s contracts with third parties pursuant to Government Code § 8546.7, the project sponsor, its contractors and subcontractors and the State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire project period and for three (3) years from the date of final payment. The State, the California State Auditor, or any duly authorized representative of the State, shall each have access to any books, records, and documents that are pertinent to a project for audits, examinations, excerpts, and transactions, and the Lead Agency shall furnish copies thereof if requested.

3. The Lead Agency, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the Civil Rights Department, or any other agency of the State of California designated by the State, for the purpose of any investigation to ascertain compliance with this document.

F. Special Situations
Caltrans may perform an audit and/or request detailed project information of the project sponsor’s LCTOP funded projects at Caltrans’ discretion at any time prior to the completion of the LCTOP.

I certify all these conditions will be met.

Sean Grayson City Manager
(Print Authorized Agent) (Title)
(Signature) (Date)
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Sample Board Resolution
(The following is sample language that must be included in your Board Resolution, necessary for execution of Certification and Assurances and Authorized Agent forms) RESOLUTION #______

AUTHORIZATION FOR THE EXECUTION OF THE

CERTIFICATIONS AND ASSURANCES AND AUTHORIZED AGENT FORMS

FOR THE LOW CARBON TRANSIT OPERATIONS PROGRAM (LCTOP)
FOR THE FOLLOWING PROJECT(S):
(NAME OF PROJECT(S) AND DOLLAR AMOUNT(S)
WHEREAS, the (Agency) is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit projects; and WHEREAS, the statutes related to state-funded transit projects require a local or regional implementing agency to abide by various regulations; and WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (Department) as the administrative agency for the LCTOP; and
WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, the (Agency) wishes to delegate authorization to execute these documents and any amendments thereto to (Name and title).

WHEREAS, the (Agency) wishes to implement the following LCTOP project(s) listed above, NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the (Agency) that the fund recipient agrees to comply with all conditions and requirements set forth in the Certification and Assurances and the Authorized Agent documents and applicable statutes, regulations and guidelines for all LCTOP funded transit projects.

NOW THEREFORE, BE IT FURTHER RESOLVED that (Name and Title) be authorized to execute all required documents of the LCTOP program and any Amendments thereto with the California Department of Transportation.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the (Agency) that it hereby authorizes the submittal of the following project nomination(s) and allocation request(s) to the Department in FY2025-2026 LCTOP funds:
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FY 2025-2026 LCTOP
(Continued to next page)
List project(s), including the following information:

Project Name:

Short description of project:

Amount of LCTOP funds requested:

Benefits to a Priority Populations:

Amount of Priority Populations benefits:

Contributing Sponsors (if applicable):

List project(s), including the following information:

Project Name:

Short description of project:

Amount of LCTOP funds requested:

Benefits to a Priority Populations:

Amount of Priority Populations benefits:

Contributing Sponsors (if applicable):

AGENCY BOARD DESIGNEE:

BY: ________________________________
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Joe Barragan, Public Works Director
SUBJECT: Resolution 26-3248: A Resolution of the City Council of the City of California City Accepting Irrevocable Offers of Street Dedication for Portions of Neuralia Road, Yerba Boulevard, and Washburn Boulevard, and Accepting Road Improvements on Yerba Boulevard from Collins Boulevard to Washburn
Boulevard
BACKGROUND/ DISCUSSION:

On February 09, 2024, the City issued the initial SPR 22-44 Conditions of Approval to SOLV ENERGY – 69SV 8me, LLC - formerly Kudu Solar for the construction of the Eland II 308 MWac Solar facility in California City.

The City required the developer to provide irrevocable offers of dedication and complete road improvements pursuant to Section 7050 of the California Government Code.

These offers can be terminated and the right to accept them abandoned through the same process as the summary vacation of streets/highways (governed by Streets and Highways Code 8300 et seq.).

The developer submitted to the City recorded plats and legal descriptions of the irrevocable offers of dedication areas for City Council Acceptance.

The developer completed road improvements on Yerba Boulevard from Collins Boulevard to Washburn Boulevard, and the city received the as-built plans on February 23, 2026.

FISCAL IMPACT:

None with this action. The accepted improvements will become an asset to the City that is responsible to maintain.

RECOMMENDATION:

It is recommended that the City Council adopt the resolution accepting the irrevocable offers of street dedication.
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ATTACHMENTS:
1 - Resolution No. 26-32XX
2 – Supporting Documentation
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RESOLUTION NO. 26-3248

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY ACCEPTING

IRREVOCABLE OFFERS OF STREET DEDICATION FOR PORTIONS OF NEURALIA ROAD,

YERBA BOULEVARD, AND WASHBURN BOULEVARD, AND ACCEPTING ROAD

IMPROVEMENTS ON YERBA BOULEVARD FROM COLLINS BOULEVARD TO WASHBURN BOULEVARD.

WHEREAS, 69SV8ME, LLC, property owner and developer of Kudu Solar Project, has granted Irrevocable Offers of Dedication of easements for ingress, egress and public road purposes, and uses incidental thereto, upon, over, under and across according to the provisions of the California Subdivision Map Act and the California City Municipal Code; and WHEREAS, this Offers of Dedication are made pursuant to Section 7050 of the Government Code of the State of California.; and
WHEREAS, These Offers of Dedication may be terminated, and right to accept such offers abandoned in the same manner as is prescribed for the vacation of streets or highways by Part 3 of Division 9 of the Streets and Highways Code of the State of California; and.; and WHEREAS, the Developer has completed the required public improvements on Yerba Boulevard from Collins Boulevard to Washburn Boulevard; and WHEREAS, the improvements have been reviewed and determined to substantially conform to City standards and the approved improvement plans; and WHEREAS, Project Development has been approved by the Planning Commission on July 2, 2024 of the City of California City; and

NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY, CALIFORNIA, AS FOLLOWS:

SECTION 1: The above recitals are true and correct.

SECTION 2: Accept all dedications for public use for their intended purposes.

SECTION 3: The City Council hereby authorizes acceptance of completed work for the road improvements on Yerba Boulevard from Collins Boulevard to Washburn Boulevard;
SECTION 4: The City Council hereby directs the City Clerk to record a Certificate of Acceptance for the Project with the Kern County Recorder.

SECTION 5: This Resolution becomes effective immediately upon approval by the City Council.

PASSED, APPROVED, AND ADOPTED on this 26th day of May 2026 by the following roll call vote:
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AYES:

NOES:

ABSENT:

ABSTAIN:

I HEREBY CERTIFY that the foregoing resolution was duly passed and adopted by the City Council of California City on the _____ day of ____________, 2026.

AYES:

NOES:

ABSENT:

ABSTAIN:

Marquette E. Hawkins
Mayor
ATTEST: APPROVED AS TO
FORM:

John Paul Maier, MBA, MMC Victor M. Ponto
City Clerk City Attorney
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STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF CALIFORNIA CITY }
I, John Paul Maier, City Clerk of the City of California City, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of California City on the _________ day of ________________ 2026, by the following vote:

John Maier
City Clerk

CERTIFICATE OF ACCEPTANCE
This is to certify that on the day of ,2026, at a regularly scheduled City Council Meeting, the City of California City consented to the making of this Irrevocable Offer of Street Dedication and the recordation thereof. 331
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Joe Barragan, Public Works Director
SUBJECT: Crack Seal Projects Listing
BACKGROUND/ DISCUSSION:

The new Crack Seal trailer for City Roads, approved by the City Council, is anticipated to arrive on May 26, 2026. City Staff will be trained in using and sealing cracks on roads. Below is a list of roads that the City plans to crack seal:
• Neuralia Road – From Moss Avenue to Washburn
• California City Boulevard (CCB) – From the 14 FWY (CCB West) to Tamarack Avenue (CCB South)
• Redwood Boulevard – From Neuralia Road to CCB South
• Hacienda Boulevard – From Forest to Mendiburu Road
• South Loop Boulevard – From CCB West to CCB South
• North Loop Boulevard – From CCB West to Randsburg Mojave Road • Randsburg Mojave Road – From CCB South to 20 Mule Team Parkway • 20 Mule Team Parkway – From Randsburg Mojave Road to Rutgers Road • Forest Boulevard – From Neuralia Road to Hacienda Boulevard • Great Circle Drive – From Isabella Boulevard to South Loop Boulevard • Airway – From Forest Boulevard to South Loop Boulevard • Poppy Boulevard – From Mitchell Boulevard to North Loop Boulevard • Mendiburu Road – From Neuralia Road to Randsburg Mojave Road FISCAL IMPACT:

None with this action. Other Roads will be added as funding for materials becomes available.

RECOMMENDATION:

It is recommended that the City Council receive and file the listing and direct that the listing be shared with all stakeholders.

ATTACHMENTS:

None
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COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Sean Grayson, City Manager
John Paul Maier, Deputy City Manager / City Clerk
Shannon Hayes, Acting Public Safety Director
Kenny Cooper, Finance Manager
SUBJECT: Contracts by Department: City Clerk, Police Department, Finance BACKGROUND/ DISCUSSION:

The City Council has requested that all grants and contracts for the City be made available to the City Manager, the City Council and future City Council members. The following includes the contracts for the identified departments and programs.

City Clerk:

The City Clerk Department has and will engage in multiple contracts for one-time purchases and services. The City has the following recurring contracts for the finance function (attached):
• MuniCode: Online municipal code hosting and update service. Year-to-year contract from 2015 that can be cancelled at any time.
• Docusign: Digital records and signature online software that is subject to a Master Service Agreement. One year contract through March 6, 2027. Renewable each year by invoice.

Cancelable at no cost.
• Zoom: Online two-way meeting portal subject to a terms of service agreement. One year contract through March 5, 2027. Renewable each year by invoice. • Granicus: Online agenda management and hosting system for meetings that is subject to a Master Subscription Agreement. two-way meeting portal. One year contract. Renewable each year by invoice.
• Rochen: Website development, maintenance and hosting service. No contract, payable by annual invoice. Renewable each year by invoice.

Police Department:

The Police Department has and will engage in multiple contracts for one-time purchases and services. The City has the following recurring contracts for the Police function (attached):
• Everbridge: Software as a service for Nixle. One-year contract renewed annually by invoice.

Previously provided in the Public Works contracts section. •
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• AXON: Contract for body cameras and support. Five-year contact through August of 2031.

Can be terminated with payment of services already rendered. • Hiller: Portable fire extinguisher annual inspection. One-year contract renewed annually by invoice.
• Kern County CJIS: License agreement for Criminal Justice Information Services access.

Perpetual contract signed in 2012 that can be terminated at anytime with 30-days notice. • Nichols Consulting: Professional services contact to seek reimbursement from the state under government code Section 17550 et seq. Three-year contract through June 30, 2028.

Can be terminated at anytime with 90 days’ notice.
• Quinn Service: Generator maintenance agreement. One-year contract through December 31, 2026 that can be renewed at the end of the term.
• SunRidge (RIMS): Computer Aided Dispatch support and maintenance agreement. Oneyear contract through February 2027, can be renewed annually by invoice. Can be terminated with 90 days notice.
• CalOES – 911: 911 systems allocation agreement for funding of the 911 infrastructure. • DocuPet: Pet licensing services. Can be terminated with 30 days notice. • LESO (formerly DRMO): Agreement with the federal government to obtain surplus military equipment.

The City also has the following one-year contracts that are renewed annually by invoice for the Police function:
• Comcate Software: citizen engagement and reporting for code enforcement. • Copware: Law enforcement legal publications software access. • California Police Chiefs Association: Membership organization. • Kern County Chiefs Law Enforcement Association (KCCLEOA): Membership organization.
• Kern Data: Online access to Kern County public and protected records. • Sheltermanager: Online shelter software solution.
• Lexipol: Law enforcement policy management system.

The City also has the following month-to-month agreements for services without a recuring contract for the Police function:
• Department of Justice Accounting: Livescan services.
• G2Solutions: Livescan transmission to DOJ.
• Data Works: (Livescan transmission)
• Turbo Data: Citation processing software.
• TransUnion: Credit reporting services.
• Dr. John Stroh: Medical director services.
• Mission Linen: Linen, supplies, and uniform services. • Navillus/RSI: Fuel provider.
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Finance:

The City has and will engage in multiple contracts for one-time purchases and services for the Finance Department. The City has the following recurring contracts for the finance function (attached):
• Paymentus: Integrated Utility Billing contract. 3-year contract through November 2037. The contract auto-renews for three additional years unless a cancellation notice is provide at least six months before the auto-renewal. The amount is based upon billing for utilities, whether it is a city fee or client fee and whether the charge is ACH, debit, or credit. • U.S. Bank: Banking agreement, subject to a Master Service Agreement. Cancelable at no cost. • CalCard: Purchase card services. The use of CalCards is subject to a Local Agency Subscription Agreement with US Bank the CalCard administrator for the State of California Department of General Services. Cancelable at no cost at any time. The City also participates in the Incentive Rebate Program to receive incentives based upon the volume of use. This is subject to a participating addendum.
• ClearGov: Budget Management software. One-year contract renewed annually by invoice. • Caselle: Software for all finance functions including payroll. One-year contract renewed annually by invoice. Can be cancelled at anytime with 30 day notice. • Local Agency Investment Fund (LAIF): Investment program administered by the State Treasurer’s Office for California local governments. There is no contract but the City did pass a resolution and registration form that binds the City to the terms for managing the deposits and withdrawals under California Government Code § 16429.1. The City is not obligated to place any funds in LAIF nor to continue to participate in the program.

FISCAL IMPACT:

None with this action.

RECOMMENDATION:

It is recommended that the City Council receive and file the information. The information will be maintained by the City Clerk in a virtual and physical grants and contracts binder (multiple binders).

ATTACHMENTS:

1. City Clerk – Contract: MuniCode

2. City Clerk – Contract: DocuSign

3. City Clerk – Contract: Zoom

4. City Clerk – Contract: Granicus

5. City Clerk – Contract: Rochen

6. Police Department – Contract: Everbridge

7. Police Department – Contract: Axon

8. Police Department – Contract: Hiller

9. Police Department – Contract: Kern County CJIS

10. Police Department – Contract: Nichols Consulting

11. Police Department – Contract: Quinn Service
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12. Police Department – Contract: SunRidge (RIMS)

13. Police Department – Contract: CalOES – 911

14. Police Department – Contract: DocuPet

15. Police Department – Contract: LESO

16. Finance – Contract: Paymentus

17. Finance – Contact: U.S. Bank

18. Finance – Contract: CalCard

19. Finance – Contact: ClearGov

20. Finance – Contract: Caselle
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DOCUSIGN MASTER SERVICES

AGREEMENT
If you started a subscription before November 14, 2022, your use of the Docusign Services is governed by the terms here:
https://www.docusign.com/legal/agreements/legacy
This Docusign Master Services Agreement (“MSA”) is made between Docusign, Inc., a Delaware corporation (“Docusign”), and the contracting party identified on the Order Form (“Customer”), together referred to as the “Parties” and each individually as a “Party”, as of the date of last signature below (the “MSA Effective Date”). The Parties hereby agree to the terms and conditions of this MSA, including any specific services terms, product details and any applicable license and/or subscription terms will be set forth in applicable Docusign Services Schedules and Attachments (located at https://www.docusign.com/legal/terms-and-conditions/msa-service-schedules), Order Form(s) and SOW(s), each of which become binding on the Parties and are incorporated into this MSA upon execution of an Order Form and/or SOW. Each Order Form and/or SOW is governed by and incorporates the following documents in effect as of the effective date of the applicable Order Form or SOW, collectively referred to as the “Agreement”, that consists of:

1. the Order Form and/or Statement of Work;

2. any attachments, addenda, and/or appendix(ices) to this MSA or a Service Schedule;

3. Service Schedule(s); and
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4. this MSA.

The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the Docusign Service(s) purchased on the Order Form and/or SOW. In the event of a conflict, the order of precedence is as set out above in descending order of control.

MSA Version: November 14, 2022

TABLE OF CONTENTS

1. Definitions

2. Usage and Access Rights

3. Ownership

4. Security and Customer Data

5. Payment of Fees

6. Taxes

7. Term and Termination

8. Warranties and Disclaimers

9. Third-Party Claims

10. Limitation of Liability

11. Confidentiality

12. Governing Law and Venue

13. General

1. DEFINITIONS
“Account” means a unique account established by Customer to enable its Authorized Users to access and use a Docusign Service.
“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer’s Account, including, without limitation, to configure administration settings, assign access and use authorizations, request different or additional services, provide usage and performance reports, manage templates, execute 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 2/20 375
approved campaigns and events, assist in third-party product integrations, and to receive privacy disclosures. Customer may appoint an employee or a third-party business partner or contractor to act as its Account Administrator and may change its designation at any time through its Account.
“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained. “Authorized User” means one individual natural person, whether an employee, business partner, contractor, or agent of Customer or its Affiliates who is registered by Customer in Customer’s Account to use the Docusign Services. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the Docusign Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the Docusign Services will be allowed only if the user is under confidentiality obligations with Customer at least as restrictive as those in the Agreement and is accessing or using the Docusign Services solely to support Customer’s and/or Customer Affiliates’ internal business purposes. For clarification, "internal business purposes" includes the sending of eDocuments to third party recipients for purposes of supporting Customer's business activities, including the sending of eDocuments to Customer’s suppliers and customers for review and signature. “Confidential Information” means: (a) for Docusign and its Affiliates, the Docusign Services, Documentation and other related technical information, security policies and processes, product roadmaps, and pricing; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a Party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information (“Recipient”) (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient should reasonably understand it to be confidential information of the disclosing Party; and (d) the terms and conditions of the Agreement between the Parties. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault or breach of the Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
“Customer Data” means any content, eDocuments, materials, data and information that Customer or its Authorized Users enter into the Docusign Services, including, but not 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 3/20 376
limited to, any Customer personal data and information contained in eDocuments.

Customer Data does not include any component of the Docusign Services or material provided by or on behalf of Docusign.
“Documentation” means Docusign's then-current technical and functional documentation for the Docusign Services as made generally available by Docusign. “Docusign Service(s)” means the services provided by Docusign under an Order Form or SOW, and may include software, source code, or other technology licensed to Docusign from third parties and embedded into the services that Docusign provides to Customer.

Notwithstanding the foregoing, Docusign Services do not include Third-Party Services (defined below).
“eDocument” refers to a contract, notice, disclosure, or other record or document generated using or deposited into the Docusign Service for processing. “Indemnified Party(ies)” means the Party (whether Docusign or Customer) being indemnified under Section 9 (Third-Party Claims), including its employees, directors, agents, and representatives.
“Indemnifying Party(ies)” means the Party (whether Docusign or Customer) that is providing indemnification under Section 9 (Third-Party Claims). “Order End Date” means the end date for provision of a respective Docusign Service specified in a corresponding Order Form or SOW.
“Order Form” means the order form provided by Docusign that sets forth the pricing and the Docusign Services selected by Customer.
“Order Start Date” means the start date for provision of a respective Docusign Service specified in a corresponding Order Form or SOW.
“Professional Services” means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary Docusign Services that are set forth in an Order Form or Statement of Work (“SOW”).
“Service Schedule” means the service-specific terms and conditions applicable to the Docusign Service(s).
“System” means the software systems and programs, the communication and network facilities, and the hardware and equipment used by Docusign or its agents to make available the Docusign Services via the Internet.
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"Third-Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by Customer or obtained by Customer from a third party.

2. USAGE AND ACCESS RIGHTS

2.1 Right to Use. Docusign will provide the Docusign Services to Customer as set forth in the Order Form and/or SOW. Subject to the terms and conditions of the Agreement, Docusign grants to Customer a worldwide, limited, non-exclusive, non-transferable right and license during the Term, solely for its and its Affiliates’ internal business purposes, and in accordance with the Documentation, to: (a) access and use the Docusign Services; (b) implement, configure, and through its Account Administrator, permit its Authorized Users to access and use the Docusign Services; and (c) access and use the Documentation.

Customer will ensure that its Affiliates and all Authorized Users using the DocuSign Services under its Account comply with all of Customer’s obligations under the Agreement, and Customer is responsible for their acts and omissions relating to the Agreement as though they were those of Customer. A Customer Affiliate may enter into an Order Form or SOW directly with Docusign under this MSA by a mutually executed Order Form or SOW that references this MSA. In such event: (i) the Customer Affiliate will be bound by this MSA and will be fully responsible for its liabilities and obligations under the applicable Order Form or SOW; and (ii) all references to “Customer” in the Agreement will be deemed references to the Customer Affiliate set forth on the Order Form or SOW for purposes of defining the rights and obligations of the Parties hereunder.

2.2 Restrictions. Customer shall not, and shall not permit its Authorized Users or others under its control to, do the following with respect to the Docusign Services:
(a) use the Docusign Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer’s authorized use set forth in the Agreement, including the applicable Order Form or SOW;
(b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Docusign Services or Documentation available for access by third parties except as otherwise expressly provided in the Agreement; (c) access or use the Docusign Services or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the Docusign Services, or (ii) allowing access to its Account by a direct competitor of Docusign;
(d) reverse engineer, decompile, disassemble, or copy any of the Docusign Services or technologies, or otherwise attempt to derive source code or other trade secrets or create 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 5/20 378
any derivative works from or about any of the Docusign Services or technologies, or use the machine-learning algorithm output generated from the Docusign Services to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes, except pursuant to Customer’s non-waivable rights under applicable law, without Docusign’s written consent; (e) use the Docusign Services or Documentation in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene;
(f) use the Docusign Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the Docusign Services or any host, network, or account related thereto or use any aspect of the Docusign Services components other than those specifically identified in an Order Form or SOW, even if technically possible; or (g) use, or allow the use of, the Docusign Services in violation of Section 13.5 (Trade Restrictions).

2.3 Suspension of Access. Docusign may suspend any use of the Docusign Services or remove or disable any Account or content that Docusign reasonably and in good faith believes violates Section 2.2 above. Docusign will use commercially reasonable efforts to notify Customer prior to any such suspension or disablement, unless Docusign reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the Docusign Services or a third party. Under circumstances where notice is delayed, Docusign will provide notice if and when the related restrictions in the previous sentence no longer apply.

2.4 Third-Party Services. Customer may choose to obtain Third-Party Services from third parties and/or Docusign (for example, through a reseller arrangement or otherwise). Any acquisition by Customer of Third-Party Services is solely between Customer and the applicable Third-Party Service provider and Docusign does not warrant, support, or assume any liability or other obligation with respect to such Third-Party Services, unless expressly provided otherwise in the Order Form or the Agreement. In the event Customer chooses to integrate or interoperate Third-Party Services with Docusign Services in a manner that requires Docusign or the Docusign Services to exchange Customer Data with such Third-Party Service or Third-Party Service provider, Customer: (a) grants Docusign permission to allow the Third-Party Service and Third-Party Service provider to access 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 6/20 379
Customer Data and information about Customer’s usage of the Third-Party Services as appropriate and necessary to enable the interoperation of that Third-Party Service with the Docusign Services; (b) acknowledges that any exchange of data between Customer and any Third-Party Service is solely between Customer and the Third-Party Service provider and is subject to the Third-Party Service provider’s terms and conditions governing the use and provision of such Third-Party Service (the presentation and manner of acceptance of which is controlled solely by the Third-Party Service provider); and (c) agrees that Docusign is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to such data by Third-Party Services and Third-Party Service providers.

3. OWNERSHIP

3.1 Customer Data. Customer Data processed using the Docusign Services is and will remain, as between Customer and Docusign, owned by Customer. Customer hereby grants Docusign the right to process, transmit, store and disclose Customer Data in order to provide the Docusign Services to Customer, solely in accordance with the terms of the Agreement and subject to the terms of Section 11.2 (Required Disclosure) below.

3.2 Docusign Services. Docusign, its Affiliates, or its licensors own all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the Docusign Services and Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto (including any machine learning algorithms output from the Docusign Services) and/or provided hereunder.

3.3 Professional Services. Unless otherwise specified in the applicable SOW, all deliverables provided by or for Docusign in the performance of Professional Services, excluding Customer Data and Customer Confidential Information, are owned by Docusign and constitute part of the Professional Service(s) under the Agreement. Effective only as of final payment by Customer to Docusign of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, Docusign grants to Customer a nonexclusive, for the duration of legal protection, worldwide, royalty-free license to use deliverables created for Customer during performance of Professional Services (“Work Product”) provided to Customer under the Order Form or SOW, solely for purposes of Customer’s internal business operations only. This license includes permission to make copies of the provided Work Product for such internal use but not permission to distribute the Work Product or any copies of them.

3.4 Feedback. Docusign encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to Docusign Services and 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 7/20 380
related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to Docusign and its Affiliates a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 13.2 (Assignability)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the Docusign Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information.

4. SECURITY AND CUSTOMER DATA

4.1 Security. Docusign will use commercially reasonable industry standard security technologies in providing the Docusign Services. Docusign has implemented and will maintain appropriate technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of Customer Data and Customer personal data and to protect against unauthorized or unlawful disclosure or corruption of or access to such data in accordance with the Security Attachment for Docusign Services found at: https://www.docusign.com/legal/terms-andconditions/security-attachment-docusign-services. Additional or differing security obligations, if any, will be expressly set forth in the applicable Service Schedule, Order Form, or separate written agreement between the Parties.

4.2 Customer Data. Customer is responsible for Customer Data (including Customer personal data) as entered into, supplied or used by Customer and its Authorized Users in the Docusign Services. Further, Customer is solely responsible for determining the suitability of the Docusign Services for Customer's business and complying with any applicable data privacy and protection regulations, laws or conventions applicable to Customer Data and Customer’s use of the Docusign Services. Customer grants to Docusign the non-exclusive right to process Customer Data (including personal data) in accordance with the Data Protection Attachment for Docusign Services found at:
https://www.docusign.com/legal/terms-and-conditions/data-protection-attachment, for the sole purpose of and only to the extent necessary for Docusign: (a) to provide the Docusign Services; (b) to verify Customer’s compliance with the restrictions set forth in Section 2.2 (Restrictions) if Docusign has a reasonable belief of Customer’s noncompliance; and (c) as otherwise set forth in the Agreement.

4.3 Usage Data. Docusign may collect and use data, information, or insights generated or derived from the use of the Docusign Services (“Usage Data”) for its business purposes, including industry analysis, benchmarking, analytics, marketing, and developing, training 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 8/20 381
and improving its products and services. Before doing so, Docusign will deidentify and anonymize all Usage Data in such manner that does not allow for the identification of Customer Data, or Customer's Confidential Information, and will disclose such Usage Data in aggregate form only.

5. PAYMENT OF FEES

5.1 Fees. Except as expressly set forth in the applicable Order Form or SOW, Customer will pay all fees set forth in the Order Form or SOW in accordance with the following: (a) Docusign Services fees are invoiced annually in advance; (b) the first invoice will coincide with the Order Start Date of an Order Form or the effective date of a SOW; (c) payment will be due within thirty (30) days from the date of the invoice; and (d) all amounts will be denominated and payable in the currency specified in the Order Form and/or SOW. Unless otherwise agreed to by the Parties and expressly noted in the Order Form and/or SOW, invoices will be sent to Customer via email. Upon execution by Customer and Docusign, each Order Form and/or SOW is non-cancellable and non-refundable except as provided in the Agreement, and the Term as set forth in the Order Form for Docusign Services is a continuous and non-divisible commitment for the full duration of the Term regardless of any invoice schedule. Customer may withhold from payment any charge or amount disputed by Customer in good faith pending resolution of such dispute, provided that Customer: (i) notifies Docusign of the dispute prior to the date such payment is due, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in sufficient detail to facilitate investigation by Docusign and resolution by the Parties; (ii) makes timely payment of all undisputed charges and amounts; (iii) works diligently with Docusign to resolve the dispute promptly; and (iv) pays all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise) within thirty (30) days following such resolution.

5.2 Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form or SOW, and Docusign hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the terms and conditions of the Agreement as offered by Docusign. Upon request, Docusign shall reference the purchase order number on its invoices, provided, however, that Customer acknowledges that it is Customer’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Docusign upon the signing of any Order Form. Customer agrees that a failure to provide Docusign with the corresponding purchase order shall not relieve Customer of its obligations to provide payment to Docusign pursuant to Section 5.1 (Fees) above.
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5.3 Offsets; Late Charges; Attorneys’ Fees. If Docusign owes any amounts to Customer that are not derived from the Agreement, such amounts will not be withheld or offset against any invoice issued under the Agreement. Docusign may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by Docusign to collect any amounts that are not paid when due. If Customer fails to timely pay any amounts due under the Agreement, then without limitation of any of its other rights or remedies, Docusign may, upon prior written notice to Customer, suspend performance of those Docusign Services until Docusign receives all past due amounts from Customer.

6. TAXES

6.1 Tax Responsibility. All payments required by the Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Without limiting the foregoing, Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Docusign Services. Taxes shall not be deducted from the payments to Docusign, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Docusign receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under the Agreement, it shall provide Docusign with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to Customer’s invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that Docusign can rely on the ship-to name and address set forth in the Order Form(s) or SOW Customer places directly with Docusign as being the place of supply for Tax purposes. The Parties’ obligations under this Section 6.1 (Tax Responsibility) shall survive the termination or expiration of the Agreement.

6.2 Invoicing Taxes. If Docusign is required to invoice or collect Taxes associated with Customer’s purchase of, payment for, access to or use of the Docusign Services, Docusign will issue an invoice to Customer including the amount of those Taxes, itemized where required by law. If applicable, Customer shall provide to Docusign its VAT, GST or similar tax identification number(s) on the Order Form or SOW. Customer shall use the ordered Docusign Services for Customer's business use in the locations set forth on the Order Form or SOW in accordance with the provided VAT or GST identification number(s). 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 10/20 383

7. TERM AND TERMINATION

7.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time that begins on the Order Start Date and, unless terminated sooner as provided herein, will continue until the Order End Date, both dates as specified on the Order Form (the “Term”). In the case of a SOW for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of Professional Services or early termination as permitted by the Agreement. The term of this MSA and the Agreement shall continue as long as an Order Form or SOW referencing or incorporated into this MSA remains valid and in effect. Termination or expiration of any Order Form or SOW shall leave other Order Forms or SOWs unaffected.

7.2 Termination for Breach; Termination for Insolvency. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors. If Customer terminates the Agreement for Docusign's breach, pursuant to this Section 7.2, that is incapable of cure, Docusign will provide a prorated refund to Customer for any prepaid fees received by Docusign under the Agreement that correspond to the unused portion of the Term.

7.3 Post-Termination Obligations. If the Agreement expires or is terminated for any reason:
(a) Customer will pay to Docusign any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination; (b) any and all liabilities of either Party to the other Party that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the Docusign Services and related intellectual property will immediately terminate; (d) Docusign’s obligation to provide any further Docusign Services to Customer under the Agreement will immediately terminate, except any such Docusign Services that are expressly to be provided following the expiration or termination of the Agreement; and (e) the Parties’ rights and obligations under Sections 4.3, 6.1, 7.3, 7.4, 8.4, and 10 through 13 will survive.

7.4 Retrieval of Customer Data and Transition Services. During the Term, Customer may extract Customer Data from the Docusign Services as described in the Documentation and the applicable Service Schedule. If, upon termination or expiration of the Agreement, Customer has failed to retrieve its Customer Data and/or if Customer otherwise requires 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 11/20 384
further support from Docusign in relation to such termination or expiration, Customer may request and Docusign will provide: (a) assistance in retrieving Customer Data and completed eDocuments still remaining in the Docusign Services, and/or (b) other reasonable transition assistance, the details of which will be set forth in a mutually agreed upon Statement of Work between the Parties at Docusign's then-current rates for such services.

8. WARRANTIES AND DISCLAIMERS

8.1 Docusign Service Warranties. Docusign warrants that: (a) during the applicable Term, the Docusign Services, when used as authorized under the Agreement, will perform substantially in conformance with the Documentation associated with the applicable Docusign Services; (b) Docusign will use commercially reasonable efforts to ensure that the Docusign Services do not introduce files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses into Customer's system; and (c) the operation of its business as it relates to the Docusign Services will comply with all applicable laws and regulations. Customer’s sole and exclusive remedy for any breach of the warranties in 8.1(a) and (b) above by Docusign is for Docusign to repair or replace the affected Docusign Services to make them conform, or, if Docusign determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the Agreement, and, in such event, Docusign will provide a prorated refund to Customer for any prepaid fees received by Docusign under the Agreement that correspond to nonconforming Docusign Services and the unused portion of the Term.

8.2 Docusign Professional Services Warranties. If Customer has purchased Professional Services in an Order Form and/or SOW, Docusign warrants to Customer that the Professional Services will be performed in a competent and workmanlike manner.

Customer’s exclusive remedy for breach of this warranty is to notify Docusign in writing within thirty (30) days of the non-conforming Professional Services. Upon receipt of such notice, Docusign will use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements. This Section 8.2 (Docusign Professional Services Warranties) sets forth Customer’s exclusive rights and remedies and Docusign’s sole liability in connection with the warranty related to the performance of the Professional Services.

8.3 Mutual Warranties. Each Party represents and warrants that: (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; (b) no authorization or approval from any third party is required in connection with its execution of the Agreement; and (c) it is duly organized and validly existing under the laws of the 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 12/20 385
state of its incorporation or formation and has full power and authority to enter into the Agreement and to carry out the provisions hereto.

8.4 DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THE AGREEMENT: (A) NEITHER PARTY MAKES ANY REPRESENTATION OR

WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER; AND (B) EACH PARTY

DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.

9. THIRD-PARTY CLAIMS

9.1 By Docusign. Docusign will defend and, in accordance with Section 9.3 (Procedures), indemnify Customer’s Indemnified Parties from and against, any: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (each, a “Claim”) to the extent arising from: (i) any actual breach by Docusign of its confidentiality obligations in the Agreement; and (ii) any alleged infringement of any third-party intellectual property right occurring from Customer’s use of the Docusign Services as authorized under the Agreement. Notwithstanding the foregoing, Docusign will not be responsible for any Claim due to Customer’s or its Authorized User’s combination of Docusign Services with goods or services provided by third parties, including any ThirdParty Services; adherence to specifications, designs, or instructions furnished by Customer; or Customer’s modification of the Docusign Services not described in the Documentation or otherwise expressly authorized by Docusign in writing.

9.2 By Customer. Customer will defend and, in accordance with Section 9.3 (Procedures), indemnify Docusign’s Indemnified Parties from and against, any Claim to the extent arising from any breach by Customer of its obligations under Section 2.2 (e) through (g) (Restrictions).

9.3 Procedures. The Parties’ respective obligations in this Section 9 (Third-Party Claims) are conditioned on: (a) the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 13/20 386
defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this Section 9 (Third-Party Claims) and settled by the Indemnifying Party or with its approval. The Indemnifying Party shall not, without the relevant applicable Indemnified Parties’ prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties.

9.4 Infringement Remedy. If Customer is enjoined or otherwise prohibited from using any of the Docusign Services or a portion thereof based on a Claim covered by Docusign’s indemnification obligations under Section 9.1 (By Docusign) above, then Docusign will, at its sole expense and option, either: (a) obtain for Customer the right to use the affected portions of the Docusign Services; (b) modify the allegedly infringing portions of the Docusign Services so as to avoid the Claim without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Docusign Services with items of substantially similar functionality so as to avoid the Claim. If Docusign determines that the foregoing remedies are not commercially reasonable and notifies Customer of such determination, then either Party may terminate the Agreement, and in such case, Docusign will provide a prorated refund to Customer for any prepaid fees for the infringing Docusign Services received by Docusign under the Agreement that correspond to the unused portion of the Term. The remedies set out in this Section 9 (Third-Party Claims) are Customer’s sole and exclusive remedies for any actual or alleged infringement by the Docusign Services of any third-party intellectual property right.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. EXCEPT FOR THE PARTIES’ EXPRESS OBLIGATIONS UNDER SECTION 9 (THIRD-PARTY CLAIMS), UNDER NO CIRCUMSTANCES, AND REGARDLESS

OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY (OR THEIR RESPECTIVE

AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,

INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR

RELATED TO THE AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.

10.2 Limitation of Liability. EXCEPT FOR: (A) THE PARTIES’ EXPRESS OBLIGATIONS UNDER SECTION 9 (THIRD-PARTY CLAIMS); (B) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT; (C) DAMAGES RESULTING

FROM DEATH OR BODILY INJURY, OR PHYSICAL DAMAGE TO TANGIBLE REAL OR PERSONAL PROPERTY, CAUSED BY EITHER PARTY’S NEGLIGENCE; (D) DAMAGES 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 14/20 387
RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (E) DOCUSIGN’S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER, TO THE

EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY (AND THEIR RESPECTIVE AFFILIATES) ARISING OUT OF OR RELATED TO THE

AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE DOCUSIGN SERVICE(S) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION WILL APPLY

WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

10.3 Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Docusign 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 the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

11. CONFIDENTIALITY

11.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the disclosing Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a needto-know basis to its Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

11.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the disclosing Party, Recipient will give prompt written notice to the disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

11.3 Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it receives from the disclosing Party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing Party. Nothing in the Agreement grants Recipient any right, title or interest in or to any of the disclosing Party’s Confidential Information. Recipient’s incorporation of the disclosing 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 15/20 388
Party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

11.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 11 (Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to prevent or mitigate any breaches of the Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a breach of this Section 11 (Confidentiality), has the burden of proving that the disclosing Party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 11 (Confidentiality).

12. GOVERNING LAW AND VENUE

12.1 The Parties agree to the following country-specific provisions for governing law and venue for all claims and disputes arising out of or relating to the Agreement. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the following laws based on the ship-to address of Customer reflected on the Order Form. (a) United Kingdom, a Member State of the European Economic Area, or Switzerland. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including, without limitation, non-contractual disputes or claims) are governed by and construed in accordance with the law of the Republic of Ireland. Each Party irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. (b) Australia. The Agreement is governed by the laws of New South Wales, Australia, and both Customer and Docusign agree to submit to the non-exclusive jurisdiction of the New South Wales courts. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Agreement.
(c) Singapore. The Agreement is governed by the laws of Singapore, and both Customer and Docusign agree to submit to the non-exclusive jurisdiction of the courts of the 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 16/20 389
Republic of Singapore. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises.
(d) For all other locations. The Agreement is governed by the laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco County, California, for the purposes of adjudicating any dispute arising out of the Agreement. To the extent permitted by law, choice of law rules, the 1980 U.N. Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted, shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights.

12.2 To the extent allowed by law, the English version of the Agreement is binding, and other translations are for convenience only.

13. GENERAL

13.1 Relationship. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give rise to any third-party beneficiary.

13.2 Assignability. Neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its rights and obligations under the Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void.

13.3 Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective only if it is in writing and sent using: (a) Docusign Services; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the case of Docusign, to [email protected]. Each Party hereto expressly consents to service of 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 17/20 390
process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 13.3 (Notices). Notices are deemed given upon receipt if delivered using Docusign Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

13.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event. If Docusign Services are not restored within thirty (30) days of the Force Majeure Event, Customer may terminate the Agreement upon providing written notice to Docusign, and in such case, Docusign will provide a prorated refund to Customer for any prepaid fees received by Docusign under the Agreement that correspond to the unused portion of the Term.

13.5 Trade Restrictions. The Docusign Services, Documentation, and the provision and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”). (a) Each Party shall comply with all applicable Trade Restrictions in performance of the Agreement. For the avoidance of doubt, nothing in the Agreement is intended to induce or require either Party to act in any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees.
(b) Each Party represents that it is not a Restricted Party. “Restricted Party” means any person or entity that is: (i) located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea) ("Sanctioned Territory"); (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a Sanctioned Territory; (iv) identified on any list of restricted parties targeted under U.S., EU or multilateral sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 18/20 391
Foreign Assets Control’s (“OFAC” ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the U.S. State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.trade.gov/consolidated-screening-list, the consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing. (c) Customer acknowledges and agrees that it is solely responsible for complying with, and shall comply with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users’ content or Customer Data transmitted through the Docusign Services.

Customer shall not and shall not permit any Authorized User to access, use, or make the Docusign Services available to or by any Restricted Party or to or from within any Sanctioned Territory.

13.6 Anti-Corruption. In connection with the Docusign Services performed under the Agreement and Customer’s use of the Docusign Services, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.

13.7 U.S. Government Rights. All Docusign Services, including Documentation, and any software as may be provided under an applicable Service Schedule, are deemed to be “commercial computer software” and “commercial computer software documentation”. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the Docusign Services are acquired by or on behalf of a civilian agency, Docusign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the Docusign Services are acquired by or on behalf of any agency within the DOD, Docusign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service Schedule, this Section 13.7 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data.

13.8 Publicity. Except as specified on an Order Form or as otherwise expressly agreed to by the Parties in writing, neither Party shall refer to the identity of the other Party in promotional material, publications, or press releases or other forms of publicity relating to 5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 19/20 392
the Docusign Services unless the prior written consent of the other Party has been obtained.

13.9 Waiver. The waiver by either Party of any breach of any provision of the 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 the 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 the Agreement.

13.10 Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.

13.11 Insurance. Docusign will maintain, at its sole expense, insurance in such amounts and with such types of coverage as is usual and customary with coverage limits that are appropriate for the Docusign Services supplied under the Agreement. At a minimum, Docusign shall maintain: (i) commercial general liability insurance (including automobile liability if applicable to the Docusign Services); (ii) errors and omissions insurance (which will include cyber-liability insurance); and (iii) insurance for claims under workers compensation laws or other similar laws or regulations. Upon Customer’s prior written request Docusign shall provide Customer with a certificate of insurance evidencing such insurance coverages.

13.12 Entire Agreement. The Agreement is the final, complete, and exclusive expression of the agreement between the Parties regarding the Docusign Services provided under the Agreement. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the Docusign Services under the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may be changed only by a written agreement signed by an authorized agent of both Parties. The Agreement will prevail over terms and conditions of any Customer-issued purchase order or other ordering documents, which will have no force and effect, even if Docusign accepts or does not otherwise reject the purchase order or other ordering document
5/21/26, 12:35 PM DOCUSIGN MASTER SERVICES AGREEMENT | DocuSign https://www.docusign.com/legal/terms-and-conditions/msa#1 20/20 393
Terms Of Service

ZOOM TERMS OF SERVICE
Effective Date: August 11, 2023
Please read these terms of service (“Terms of Service”) and the Zoom Services Description (collectively, this “Agreement”) carefully. This Agreement is between you and Zoom Communications, Inc. and its affiliates (“Zoom,” “we,” “us,” or “our”) and governs your access to and use of our Services and Software, unless you and Zoom have entered into a written Master Subscription Agreement (MSA), in which case such MSA will govern your access to and use of the Services and Software and not these Terms of Service. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the Zoom Services Description, or in Section 34 below.

We may provide the Services and Software through Zoom Communications, Inc., our affiliate(s), or both. You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement.

READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27, that you and Zoom will arbitrate certain claims instead of going to court and that you will not bring class-action claims against Zoom; (ii) in Sections 12 and 14, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 15, that Zoom may make modifications, deletions, and additions to these Terms of Service and our Service Description; and (iv) in Section 26, that you release Zoom from, and waive your right to recover from Zoom, certain damages. You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and Zoom.

1. ACCOUNT INFORMATION; SHARING

1.1 Registration; Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that Zoom has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.

Meet
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1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by Zoom in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual.

You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Zoom’s prior express written approval.

2. ORDERING SERVICES

2.1 Order Form. You may order the Services through an online registration or order form approved and authorized by Zoom (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by Zoom. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by Zoom, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. Zoom will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. Zoom may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or Software.

2.2 Minimum Commitment. You will maintain your minimum quantity of the Services set forth on your Order Form for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order Form will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order Form.

2.3 Outstanding Balance; Late Payment. Without limiting our rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge that Zoom is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.

3. ACCESS AND USE; SOFTWARE LICENSE

3.1 Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install Zoom software (“Software”), Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, nonsublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in Zoom’s sole discretion.

3.2 Documentation License. Subject to the terms and conditions in this Agreement, Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, nonsublicensable, and royalty-free license for you to use Zoom-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.

3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of Zoom. The Software may include code that is 395
licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, Zoom owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “knowhow” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in Zoom. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.

4. RESPONSIBILITY FOR USE AND END USERS

4.1 Use of the Services; End User Responsibility. You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Zoom policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Zoom.

4.2 Violations by End Users or Third Parties. Zoom assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Zoom at [email protected].

4.3 Liability for Content and Data. Under no circumstances will Zoom be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.

4.4 Investigation of Use. Zoom may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.

5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you.

Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and Zoom may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.

6. USE OF BETA SERVICES
If you use any beta services, products, or software offered or made available by Zoom, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.

7. RECORDINGS
You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host or Phone Host. A Host or Phone Host can choose to record, for example, meetings, webinars, or a phone call. By using the Services, you authorize Zoom to store 396
recordings. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the recorded session.

8. PROHIBITED USES
You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Zoom’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Zoom security systems; (xi) use the Services or Software in violation of any Zoom policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, antibribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Zoom.

9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Zoom and Zoom’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.

10. DATA USAGE, LICENSES AND RESPONSIBILITIES

10.1 Customer Content. Data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services or Software, together with any resulting transcripts, recordings, outputs, visual displays, or other content, is referred to as Customer Content.

10.2 Permitted Uses and Customer License Grant. Zoom will only access, process or use Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as required by Law; or (v) for 397
legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Zoom a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses.

Zoom does not use any of your audio, video, chat, screen sharing, attachments or other communications-like Customer Content (such as poll results, whiteboard and reactions) to train Zoom or third-party artificial intelligence models.

10.3 Our Obligations Over Your Customer Content. Zoom will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Customer Content. Zoom will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. Zoom may use consultants, contractors, service providers, subprocessors, and other Zoom-authorized third parties in connection with the delivery of the Services or Software. Zoom will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law.

10.4 Customer Responsibilities. You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third party rights. Zoom may delete any Customer Content, at any time without notice to you if Zoom becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein.

10.5 Service Generated Data. Telemetry data, product usage data, diagnostic data, and similar data that Zoom collects or generates in connection with your or your End Users’ use of the Services or Software are referred to as Service Generated Data. Zoom owns all rights, title, and interest in and to Service Generated Data.

11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN

11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.

11.2 Restrictions on Use by Children. Zoom is not intended for use by individuals under the age of sixteen (16) years old, unless it is through a School Subscriber (as defined in the Zoom Services Description) using Zoom for Education (K-12).

12. PAYMENTS AND CHARGES

12.1 Charges. You agree that Zoom may charge your credit card, debit card, or other payment mechanism selected by you and approved by Zoom (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment.

Changes made to your Payment Method will not affect Charges that Zoom submits to your chosen Payment Method before Zoom could reasonably act on your changes. Additionally, you agree to permit Zoom to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Zoom further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Zoom to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

12.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are noncancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and 398
are final and non-refundable, unless otherwise agreed to by Zoom, required by Law, or set forth in your Order Form.

12.3 Changes to Pricing. Zoom may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Zoom will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.

12.4 Promotional Rates and Discounts. Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. Zoom reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.

12.5 Collection of Charges. You agree that if Zoom is unable to collect the Charges for the Services through your Payment Method, Zoom may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Zoom in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, Zoom may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

12.6 Support Services and Updates. Zoom will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation (see Zoom Help Center), and (ii) standard updates to the Services and Software that are made generally available by Zoom to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. In accordance with applicable Law and the terms of this Agreement, Zoom reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.

12.7 Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, Zoom may terminate, suspend, or disconnect your Services immediately and without prior notice.

12.8 Billing Communications. You agree that Zoom may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

12.9 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or coolingoff period, then you acknowledge that you lose any termination rights under this Section 12.9.

Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.

13. TAXES

13.1 Taxes and Fees. Unless otherwise expressly specified by Zoom as required by applicable Law, all prices shown by Zoom and Charges for the Services on your account are exclusive of 399
Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by Zoom in accordance with applicable Laws. Zoom, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.

13.2 VAT Invoices. If required by Law, Zoom will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice may be issued electronically.

13.3 Tax exemptions. If you are exempt from any Taxes and Fees, you will provide Zoom with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. Zoom reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, Zoom reserves the right to charge applicable Taxes and Fees to you.

13.4 Payment of Taxes and Withholding. You will pay Zoom, and you are solely responsible for, any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You also agree to provide Zoom with withholding tax certificates, upon Zoom’s request, to the extent a withholding certificate is required to be sent to Zoom under applicable Law, and you agree that Zoom may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.

13.5 Value-Added Tax – Customer Obligations. If Taxes and Fees are due towards the taxing authorities by you instead of Zoom, through the reverse charge or other similar mechanism, you will provide Zoom with all appropriate evidence for Zoom to demonstrate your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT Laws). Zoom reserves the right to review and validate your VAT registration number. If the VAT registration number is not valid, Zoom reserves the right to nevertheless charge the applicable VAT to you. For the avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that Zoom receives the full amount of payment required.

13.6 Tax Determination. Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Zoom as your ‘Sold To’ address. Zoom reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.

13.7 Use and Enjoyment. If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform Zoom of the Services that have been allocated, and you acknowledge that Zoom reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.

13.8 Disclosures to Taxing Authorities. In accordance with applicable tax Law, and notwithstanding any of Zoom’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4 or pursuant to our Government Request Guide, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.

14. TERM; TERMINATION AND SUSPENSION
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14.1 Term; Automatic Renewal. Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to Zoom, via the billing portal (if available for your account) or in an email to [email protected], in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.

14.2 Customer Termination. You may find information on how to terminate your account and Services located here. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section

14.1. You may terminate this Agreement by providing written notice of termination if Zoom has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Zoom’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Zoom has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

14.3 Zoom Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Zoom may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Zoom chooses to suspend your Services and the failure to comply continues, Zoom may exercise any or all of its termination rights in this Section 14.3. Additionally, Zoom may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.

14.4 Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 14.5. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Zoom may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.

14.5 Deletion and Access to Customer Content After Termination. For thirty (30) calendar days following expiration or termination of this Agreement, Zoom will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section 14.5 is provided to you subject to and governed by this Agreement.

15. MODIFICATIONS TO THIS AGREEMENT

15.1 General Changes. Zoom may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms of Service will be posted here or in our Service Description located here, which you should regularly check for the most recent version and also save the most up to date version in your files.

When Changes are made, Zoom will indicate the effective date of the Changes at the top of the Terms of Service located here or in our Service Description located here. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Zoom may notify you of a Change and also may 401
request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Zoom will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

15.2 Other Changes. You agree that Zoom may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.

15.3 Change Notifications. It is your responsibility to keep your email address up to date for any notices that Zoom may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and the Services Description.

16. ZOOM PROPRIETARY RIGHTS; FEEDBACK

16.1 Feedback. If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) Zoom owns, and Zoom shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Zoom may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to Zoom on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as Zoom Confidential Information until Zoom, in its sole discretion, chooses to make any specific Feedback non-confidential.

16.2 Ownership of Zoom Property. Zoom, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section

10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“Zoom Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing Zoom Marks (all of the foregoing, collectively “Zoom Property”). You may not frame or utilize framing techniques to enclose any Zoom Marks, or other proprietary materials or information (including images, text, page layout, or form) of Zoom without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing Zoom Marks without our express prior written consent. No rights to use the Zoom Marks are provided to you herein.

16.3 Reservation of Rights. Zoom reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Zoom Property or other intellectual property provided in connection with this Agreement or the Services or Software.

17. CONFIDENTIALITY

17.1 Definition. “Confidential Information” means: (i) with respect to Zoom, any information disclosed by, for, or on behalf of Zoom, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, 402
however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Zoom Confidential Information”); and (ii) with respect to you, any information disclosed by you to Zoom that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”).

Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.3.

17.2 Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

17.3 Obligation of Confidentiality. You and Zoom shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Zoom will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Zoom also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

17.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this Section 17 and without limiting any other rights of Zoom, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software to the extent authorized in our Government Request Guide or as required by applicable Law; provided, however, that Zoom will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Zoom in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Zoom’s rights or property.

18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by Zoom, in connection with your or your End Users’ use of the Services or Software. Zoom may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon Zoom’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify Zoom as specified here.

19. APPLE iOS TERMS OF USE
By accessing or downloading a Zoom application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.

20. MEDICAL DEVICE
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You agree that Zoom Services and any Software provided under this Agreement, even if also subject to a separate business associate agreement, does not include, constitute, or otherwise consist of any medical device, product, or service cleared or approved by the U.S. Food and Drug Administration and are not intended for use in the diagnosis of, cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or conditions.

21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). Zoom is not responsible for, and Zoom hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether Zoom or a Service endorses, approves, or supports any such Third-Party Offerings. Zoom does not guarantee the interoperation, integration, or support of any Third-Party Offerings. Zoom may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and may be subject to other applicable country export control and trade sanctions Laws, including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and programs maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). Zoom will provide the U.S. export classification(s) applicable to its Services and Software upon request. You and your End Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services or Software or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) you and your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your End Users will not access or use the Services or Software, or export, re-export, divert, or transfer the Services or Software, in or to such countries or territories; (b) are not persons, or owned or controlled by 50% or more, individually or in the aggregate, by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists or any similar applicable list maintained by a country’s regulatory authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) you and your End Users located in Belarus, Myanmar (Burma), Cambodia, China, Russia, or Venezuela are not Military End Users and will not put Zoom Services or Software to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Customer Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) you and your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S.

Department of Commerce or the U.S. Department of the Treasury. Any list of countries specifically included in this clause will be deemed to be updated to the extent that any country or territory is added or removed under the Export Control and Sanctions Laws. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

23. NO HIGH RISK USE AND SAFE USE

THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR HIGH-RISK

ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF NUCLEAR

FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY HIGH-RISK ENVIRONMENT.

YOU FURTHER AGREE NOT TO USE THE SERVICES OR SOFTWARE IN AN UNSAFE MANNER, 404

INCLUDING WHILE DRIVING, WALKING, OR OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS, OR OTHERS MAY ARISE OR RESULT.

24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND ZOOM, ITS

AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZOOM, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i)

REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE

OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. ZOOM

DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING

CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.

25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Zoom and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Services or Software, (ii) your or your End User’s breach of this Agreement or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.

26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

ZOOM AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;

UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;
A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE; OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR

DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS

AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
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THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO ALL

CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT,

AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE,

CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS AFFILIATES, OR OUR

LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES

MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF

DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO

THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.

27. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER You agree to resolve certain disputes with Zoom through binding arbitration (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.

27.1 Covered Disputes. You and Zoom agree that any dispute or claim between you and Zoom arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with Zoom, will be resolved by binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

LAWSUITS AND ARBITRATIONS HAVE BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION IN THOSE ACTIONS.

27.2 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or Zoom: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

27.3 Informal Dispute Resolution First. We want to address any Disputes without needing arbitration. If you have a Dispute with Zoom, prior to initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: Litigation Department, Zoom Communications, Inc., 55 Almaden Blvd., San Jose, CA 95113 so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if Zoom has a Dispute with you, Zoom will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Zoom account. If the Dispute is not resolved within sixty (60) calendar days of when either you or Zoom submitted a Pre-Arbitration Demand, an arbitration can be brought. If you or Zoom have a Dispute involving claims under the exception to arbitration in Section 27.2(2), then this Section 27.3 does not apply to such Dispute. You agree that compliance with this Section 27.3 is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

27.4 Arbitration Procedure. If, after completing the informal dispute resolution process set out in Section 27.3, either you or Zoom wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you shall be sent to the Zoom Litigation Department address in Section 27.3. Zoom will send any arbitration demand to 406
the email address associated with your Zoom account or to your counsel, if any. You and Zoom agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for whatever reason, then the state laws governing arbitration procedures where you reside apply.

The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration shall be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.

Arbitration hearings will take place through videoconferencing by default, unless you and Zoom agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award shall have no preclusive effect in another arbitration or court proceeding involving Zoom and a different individual. The arbitrator shall have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Mass Action Waiver in Section 27.6, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

If a request to proceed in small claims court (see Section 27.2(1)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. If you or Zoom challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election shall be severed from this Arbitration Agreement as to your Dispute. However, such court determination shall have no preclusive effect in another arbitration or court proceeding involving Zoom and a different individual.

27.5 Jury Trial Waiver. You and Zoom hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Zoom are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 27.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

27.6 Mass Action Waiver. You and Zoom agree that, except as specified in Section 27.7 below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.

Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 27.6 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Zoom agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the state or federal courts located in San Jose, California. This subsection does not prevent you or Zoom from participating in a class-wide settlement of claims. 407

27.7 Bellwether Arbitrations. To increase the efficiency of administration and resolution of arbitrations, you and Zoom agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands shall be filed with the arbitration provider, and the parties shall hold in abeyance, and not file, the non-Bellwether Arbitrations. Zoom will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the requirement to file within one (1) year in Section 27.10 below, shall remain tolled when non-Bellwether arbitration demands are held in abeyance. While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance.

All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section 27.3. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s costs shall be paid by Zoom.

The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.

Following resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”).

The Global Mediation shall be administered by the arbitration provider administering the Bellwether Arbitrations. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.

The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings.

This Bellwether Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. The statutes of limitation applicable to each arbitration demand within a Mass Filing, including the requirement to file within one (1) year in Section 27.10 below, shall remain tolled from the time a party makes a PreArbitration Demand to the time when that party files the arbitration demand with the arbitration provider.
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27.8 Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for the arbitration hearing, you or Zoom may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer (which, solely for purposes of offers of judgment, may include reasonable attorneys’ fees to the extent they are recoverable by statute, in an amount not to exceed the damages awarded).

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual settlement offer(s) or offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

27.9 Arbitration Costs. Except as provided for in a Mass Filing (see Section 27.7), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. If you have a gross monthly income of less than 300% of the federal poverty guidelines, you may be entitled to a waiver of certain arbitration costs.

27.10 Requirement to File Within One Year. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 27.2(2)) must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines shall be tolled while the parties engage in the informal dispute resolution process required by Section 27.3 above.

27.11 Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by sending an email to [email protected] within (i) thirty (30) calendar days of April 1, 2023 if you are an existing user, or (ii) thirty (30) calendar days of the date you created your account if you are a new user.

Your opt-out notice must be individualized and must be sent from the email address associated with your individual Zoom account. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of other individuals. Your notice to opt-out must include your first and last name, address, the email address associated with your Zoom account, and an unequivocal statement that you decline this Arbitration Agreement. If you do decide to opt out, that opt out will apply to this Arbitration Agreement and all previous versions thereof, and neither party will have the right to compel the other to arbitrate any Dispute. However, all other parts of this Arbitration Agreement will continue to apply to you, and opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

27.12 Severability. Except as provided in Section 27.6 above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

28. ANONYMIZED AND AGGREGATED DATA
You agree that Zoom may obtain and aggregate technical and other data about your and your End Users use of the Services and Software on a de-identified or anonymized basis (“Aggregated Anonymous Data”), and Zoom may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports.

29. US STATE LAW PRIVACY ADDENDUM
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Where we process your personal data, personal information, or personally identifiable information in the provision of Services to you, you acknowledge that Zoom is acting on your behalf and you determine the means and purposes of the processing.

If you are (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal information” and “personal data” (as those terms are defined under the aforementioned Laws).

30. U.S. FEDERAL GOVERNMENT AND OTHER GOVERNMENT USERS
This Section 30 applies if you are a governmental or public entity, including the U.S. federal government or any agency or instrument of any federal, state, or local governmental entity. The Software is “commercial computer software” and the Services are “commercial services,” as defined at 48 C.F.R. § 2.101, and constitute “commercial computer software,” as defined in 48 C.F.R. § 252.227-7014(a)(1) and as used in 48 C.F.R. §§ 12.212 and 227.7202. This commercial computer software and related Documentation is provided to you and your End Users for use, by you and on your behalf, with only those rights as are granted to all other end users pursuant to the terms and conditions herein. This Agreement, including (by way of example only) Sections 12.3 Changes to Pricing; 12.7 Termination or Suspension for Nonpayment; 14 Term, Termination and Suspension; 15 Modifications to this Agreement; 25 Indemnification; 27 Dispute Resolution, Arbitration Agreement, and Class Action Waiver; 33.3 Governing Law; Jurisdiction and Venue, apply to you except to the limited extent you are prohibited by applicable Laws of your jurisdiction from accepting such terms. If and to the extent any provision of this Agreement is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable Law, but to give maximum effect to this Agreement and the applicable terms as written.

31. POLICIES; DATA PROCESSING ADDENDUM

31.1 Privacy Statement. You consent to and agree to our Privacy Statement, and you are on notice of and acknowledge that our collection, sharing, and processing (which may include organizing, structuring, storing, using, or disclosing) of your personal data will be subject to our Privacy Statement and, if applicable, our Global Data Processing Addendum and US State Law Privacy Addendum.

31.2 Guides, Notices, and Other Policies. You consent to and agree to our applicable guides, statements, notices, and policies located at zoom.us/legal, including our Zoom Phone Acceptable Use Policy, Zoom Phone Numbering Policy, Acceptable Use Guidelines, 911 U.S.

Notice, 911 Canada Notice, EU Emergency Calling Notice, and Government Requests Guide, and you are on notice of and acknowledge that use of the Services by you or your End Users is subject to these guides, notices, and policies.

31.3 Data Processing Addendum. If you are a business, enterprise, or education account owner and your use of the Services requires Zoom to process an End User’s personal data under a data processing agreement, Zoom will process such personal data subject to Zoom’s Global Data Processing Addendum.

32. MARKETING
You grant Zoom permission and the right to (i) identify you as a customer and to use your logo across Zoom marketing materials (e.g., the Zoom Website, emails, presentations, brochures), and (ii) develop content around your experience as a Zoom customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 32 will be created in cooperation with you and used only upon your written approval. Zoom will use any trademarks provided by you pursuant to clause (i) of this Section 32 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

33. MISCELLANEOUS
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33.1 Assignment; Successors and Assigns. You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

33.2 Contracting Entity. If your Zoom account reflects a bill to or sold to address in India, the contracting entity under this Agreement shall be Zoom’s affiliate, ZVC India Pvt. Ltd.

33.3 Governing Law; Jurisdiction; and Venue. The laws of the State of California, U.S.A., regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement, except that the Federal Arbitration Act governs provisions relating to arbitration. Except as otherwise provided in Section 27, the parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California, and the federal courts in the Northern District of California. Notwithstanding the above, you and Zoom agree that this paragraph does not preclude either you or us from initiating any proceedings (including nullity proceedings) before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or Zoom. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.

33.4 Language and Translations. All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.

33.5 Merger; Integration. This Agreement constitutes and embodies the final agreement between you and Zoom and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and Zoom regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Zoom has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

33.6 No Agency Relationship. Zoom and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency.

33.7 No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Zoom and you.

33.8 Notice. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide 411
notice to us (such notice is deemed given when received by Zoom) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Zoom at “Attention Legal Dept., Zoom Communications, Inc., 55 Almaden Blvd, San Jose, CA, 95113, Suite 600, USA.”

33.9 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and Zoom intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.

33.10 Survival. All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, Zoom’s Proprietary Rights, license rights granted by you to Zoom, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

33.11 Waiver. Zoom’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by Zoom’s duly authorized representative.

33.12 Interpretation. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

34. DEFINITIONS
The following definitions apply to this Agreement. Service-specific definitions are located in the Zoom Services Description.
“Customer Data” means information provided to Zoom so that Zoom can fulfill the terms of this Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name and information). “End User” means a Host or Participant who uses the Services. “Host” has the meaning given in the Zoom Services Description. “Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
“Law” means all U.S. or non-U.S. national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to Zoom’s provision of and your use of the Services or Software. “Meeting” has the meaning in the Zoom Services Description. “Participant” has the meaning in the Zoom Services Description. “Phone Host” has the meaning in the Zoom Service Description. “Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights. “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form. “Services” means (i) any services described in the Services Description and made available to you as set forth in an Order Form that references this Agreement, (ii) any free services provided by Zoom to you, in its sole discretion, in connection with this Agreement and whether or not described in the Services Description, (iii) any support services provided by Zoom to you in accordance with our then-current Documentation, an Order Form that references this 412
Agreement, or both, and (iv) the Zoom Website, including any access to or use of the Zoom Webbased Application. “Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes (including VAT), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof (exclusive of any income tax imposed on Zoom). “VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by Zoom to you.
“Zoom Web-based Application” means Zoom’s web client available through the Zoom Website that allows you and End Users to join a Meeting in a web browser without downloading any plugins or software.
“Zoom Website” means Zoom’s website located at https://zoom.us/ or such other website as Zoom may maintain from time to time.

Updates to Section 10 to clarify Zoom’s data usage practices, narrow the scope of Zoom’s licenses and clarify that Zoom does not use audio, video or chat Customer Content to train its artificial intelligence models.
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Master Subscription Agreement
This Master Subscription Agreement (“Agreement) is made by and between the party procuring Granicus Products and Services (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). Client and Granicus may each be referred to herein as “Party” or collectively as “Parties”.

By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus’ sole discretion. Notification to Client will be via email or posting to the Granicus website.

1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified:
“Agreement Term” means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this Agreement, further specified in Section 7.1. “Extension Term” means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW.
“Granicus Products and Services” means the products and services made available to Client pursuant to this Agreement, which may include Granicus products and services accessible for use by Client on a subscription basis (“Software-as-a-Service” or “SaaS”), Granicus professional services, content from any professional services or other required equipment components or other required hardware, as specified in each Order or SOW.
“Initial Term” shall have the meaning specified in Exhibit A or Order or SOW between Granicus and Client for the first duration of performance that Client has access to Granicus Products and Services. “Order” means a written order, proposal, or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services. “Order Term” means the then-current duration of performance identified on each Order or SOW, for which Granicus has committed to provide, and Client has committed to pay for, Granicus Products and Services.
“Statement of Work” or “SOW” means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties’ performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order or SOW placed hereunder. “Support” means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties.

2. Ordering and Scope

2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the Parties; although, when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein.
416
2 12/31/2019

2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Client is not materially diminished.

2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features.

2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of this Agreement and set forth in one or more Order or SOW may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Client and the applicable additional party upon written request.

3. Use of Granicus Products and Services and Proprietary Rights

3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1.

3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW (collectively the “Permitted Use”).

3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus’ written permission and professional services support for list cleansing.

Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the Services outlined within this Agreement.

3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client’s passwords.

3.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Client, can be removed or limited by Granicus.

3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Client’s website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party.

3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Client or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Client and a third party that compensates Client for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services.
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3.2.5. Granicus Subscriber Information for Communications Cloud Suite only

3.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client’s own web properties or activities will remain the property of Client (“Direct Subscriber”), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law.

3.2.5.2. Granicus shall not disclose the client’s data except to any third parties as necessary to operate the Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, noncancelable, worldwide, nonexclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).

3.2.5.3. Data Obtained through the Granicus Advanced Network

3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client’s digital communication (the “Advanced Network”). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a “Network Subscriber” to the agency it subscribed to through the Advanced Network.

3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating.

3.2.5.3.3. Opt-In. During the last 10 calendar days of Client’s Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client’s relationship with Granicus terminating and that the Network Subscribers may visit Client’s website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination.

3.3. Restrictions. Client shall not:

3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the display of pornography or linking to pornographic material, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; 418
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3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients;

3.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients;

3.3.4. Client must not use the Services as a door or signpost to another server.

3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order or SOW placed hereunder;

3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services;

3.3.7. Use the Granicus Products and Services for any unlawful purposes;

3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations;

3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or

3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part.

3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion.

3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them.

4. Payment

4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.

Annual fees are due upfront according to the billing frequency specified in each Order or SOW.

Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client’s responsibility to provide applicable exemption certificate(s).

4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client’s failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client’s acceptance of the content of such invoice.

4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall increase from the previous term’s fees by up to ten (10) percent per year.
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5. Representations, Warranties and Disclaimers

5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided “AS IS” and as available.

5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY

AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

6. Confidential Information

6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall include: (i) Granicus’ Products and Services, (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (iv) any information that should be reasonably understood to be confidential or proprietary to the Receiving Party, given the nature of the information and the context in which disclosed.

Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information.

If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance.

6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party. 420
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6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Client.

6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however, that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus’ databases without some residual data because of backups and for other reasons.

7. Term and Termination

7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW.

Client’s right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the then-current Order Term, the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one (1) year.

7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order or SOW until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled to a refund of any prepaid fees upon termination.

7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1.

7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination.

7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 421
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8. Limitation of Liability

8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL

GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING

OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS’ REASONABLE CONTROL,

EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.

8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT’S BREACH OF SECTION 3.3, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS

AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS

IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY

LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE

AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.

9. Indemnification

9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely, or if the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by anyone under Client’s direction or control or using logins or passwords assigned to Client); (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client’s use (or use by anyone under Client’s direction or control or using logins or passwords assigned to Client) of any Granicus Products and Services other than in accordance with this Agreement. This section 9.1 sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus 422
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Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party.

9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client’s (or that of anyone authorized by Client or using logins or passwords assigned to Client) use or modification of any Granicus Products and Services; (b) any Client content; or (c) Client’s violation of applicable law.

9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party.

10. General

10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations.

10.2. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties.

10.3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s business by means of merger, stock purchase, asset purchase, or otherwise.

Any assignment or attempted assignment in violation of this Agreement shall be null and void.

10.6. No Third-Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement.

10.7. Notice. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other 423
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nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended.

10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event.

10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, without reference to the State’s principles of conflicts of law. The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County, Minnesota.

10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements. Granicus and Client agree that any and all Orders or SOWs are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other purchase documents; (4) Granicus response to Client’s request for RFI, RFP, RFQ; and (5) Client’s RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided, however, that Client acknowledges that it is Client’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Granicus upon the creation of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant to Section 4.1 above.

10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client’s name and logo in Client lists and marketing materials.

10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client’s use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. 424
Rochen Limited
PO Box 10149
Dundee, DD5 2YR
United Kingdom
Invoiced To
City of California City
ATTN: California City City of
21000 Hacienda Blvd
California City , California, 93505
United States
Invoice #818688
Due Date: 30/01/2026
Invoice Items Price
Business Hosting Plan 3 - californiacity-ca.gov (30/01/2026 - 29/01/2027) $299.40 USD Sub Total $299.40 USD
Credit $0.00 USD
Total $299.40 USD
PAID
Registered Office Address:

Rochen Limited
11 Dudhope Terrace
Dundee, DD3 6TS
United Kingdom
Company Registration Number: SC242971
VAT Number: GB 938 9687 43
More Information:

Download all invoices, make changes to your account or contact our billing team via the My Rochen portal at: https://my.rochen.com Powered by TCPDF (www.tcpdf.org)
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425
SLG Master Services Agreement Hyperlink v9 04.01.2020 1 Everbridge, Inc.

Master Services Agreement
This Master Services Agreement (“Agreement”) is entered into by and between Everbridge, Inc. (“Everbridge”) and the client (“Client”) identified on the Quote (as defined below), effective on the date of Client’s signature on the Quote (“Effective Date”). Everbridge and Client are each sometimes referred to as a “Party” and collectively, the “Parties.”

1. SERVICES.

1.1 Orders. Everbridge shall provide Client access to its proprietary interactive communication solutions (the “Solutions”) subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable quote or other ordering document (e.g., statement of work) (the “Quote”) and the applicable Solution documentation (the “Documentation”). If applicable, Everbridge shall provide the training and professional services (“Professional Services”) set forth in the Quote. Collectively, the Solutions and Professional Services are referred to as the “Services”. Everbridge shall provide Client with login and password information for each User (as defined below) and will configure the Solutions based on the maximum number of Contacts (as defined below) or Users, as applicable depending on the Solutions ordered. Client shall undergo the initial setup and training as set forth in the onboarding Documentation within sixty (60) days of the Effective Date. Unless otherwise provided in the applicable Quote or Documentation, Services are purchased as annual subscriptions.

1.2 Users; Contacts. “Users” are individuals who are
authorized by Client from time to time to use the Solutions for the purposes of sending notifications, configuring templates, reporting or managing data, serving as system administrators, or performing similar functions, and who have been supplied user identifications and passwords by Client. Users may include employees and contractors of Client or an Included Department. “Included Department” means any enterprise department, office, agency, or other entity that receives a majority of its funding from the same general or enterprise fund, as applicable, as the Client. “Contacts” are individuals who Client contacts through the Solutions and/or who provides their personal contact information to Everbridge, including through an opt-in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by Client is set forth on the Quote.

1.3 Affiliated Entities. Departments, divisions, agencies or governmental entities which are affiliated politically, operationally or otherwise with Client, and which are not an Included Department (each, an “Affiliated Entity”) may purchase Services to the same extent as Client, provided, that the Affiliated Entity purchases the Services on the same terms and conditions as are contained in this Agreement pursuant to a fully executed Quote agreed to by Everbridge and such Affiliated Entity. Client and the Affiliated Entity shall maintain separate accounts with Everbridge. Solely as to the Agreement between Everbridge and such Affiliated Entity, all terms and references to “Client” shall refer to such Affiliated Entity upon execution of an applicable Quote. By executing a Quote each Affiliated Entity agrees to be bound by all the terms and conditions herein as to such Affiliated Entity. An entity that otherwise qualifies under this definition will be included within the meaning of Affiliated Entity even though it qualifies after the execution of this Agreement.

2. PAYMENT TERMS. Everbridge shall invoice Client annually in advance for all Solutions and Professional Services, and Client shall pay the fees set forth in the Quote within thirty (30) days from date of invoice. If Client exceeds any role-based numbers, messaging credits or other usage levels specified in the Quote, then Everbridge may invoice Client for any overages at the then applicable rate. All Professional Services must be used within 12 months from date of purchase. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower. Such interest shall be in addition to any other rights and remedies of Everbridge. Unless otherwise provided, the fees set forth in the Quote do not include any local, state, federal or foreign taxes, levies or duties of any nature, all of which Client is responsible for paying, except for those relating to Everbridge’s net income or property. If Everbridge is legally obligated to collect or pay taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate.

3. RESPONSIBILITIES.

3.1 Client Data. Client shall retain all ownership rights in all Contact data and all electronic data Client transmits to Everbridge to or through the Solutions (“Client Data”). Client represents that it has the right to authorize and hereby does authorize Everbridge to collect, store and process Client Data subject to the terms of this Agreement. Client shall maintain a copy of all Contact data it provides to Everbridge.

3.2 Use of Solutions. Client is responsible for all activity occurring under Client’s account(s) and shall comply with all applicable Privacy Laws (as defined below) and all other applicable laws and regulations in connection with Client’s use of the Services, including its provision of Client Data to Everbridge.

Client shall be responsible for ensuring that there is a lawful basis for sending communications through the Solutions to Contacts including, where applicable, obtaining the required consent of Contacts. Client shall use the Service in accordance with Everbridge’s then applicable Acceptable Use Policy posted on www.everbridge.com. Client shall promptly notify Everbridge of any unauthorized use of any password or account of which Client becomes aware. Client acknowledges that the Solutions are a passive conduit for the transmission of Client Data, and Everbridge has no obligation to screen, preview or monitor content, and shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any Client Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent, accessed, posted or otherwise transmitted via the Solutions by Client, Users or Contacts, except to the extent such losses are caused directly by the acts or omissions of Everbridge personnel.

3.3 Data Privacy. Everbridge shall abide by all applicable Privacy Laws in connection with the operation of the Solutions. “Privacy Laws” means all U.S. federal and state laws and regulations regarding consumer and data protection and privacy.

3.4 Data Security. Everbridge’s IT security and
compliance program includes the following standards generally adopted by industry leading SaaS providers: (i) reasonable and appropriate technical, organizational, and security measures against the destruction, loss, unavailability, unauthorized access or alteration of Client Data in the possession or under the control of Everbridge, including measures to ensure the availability of information following interruption to, or failure of, critical business 426
2 processes; and (ii) an annual assessment of its security controls performed by an accredited third party audit firm in accordance with the Statement on Standards for Attestation Engagements No. 18 (SSAE 18). Upon request, Everbridge shall provide Client with a copy of its current SSAE 18 SOC 2 report. Everbridge’s security framework is based on the security requirements and controls within US National Institute of Standards and Technology (NIST) Special Publication 800-53 – Security and Privacy Controls for Information Systems and Organizations. The NIST 800-53 security requirement standard has direct mapping to other security and data privacy frameworks, including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST. The data security procedures that Everbridge follows when providing the Solutions are included at the following URL:
https://docs.everbridge.com/cdn/legal/Data-Security-Exhibit.pdf.

4. TERM. The term of this Agreement shall begin on the
Effective Date and shall expire when all underlying Quotes with Client or its Affiliates have expired in accordance with the terms of such Quotes, unless terminated earlier as provided herein.

Services under an applicable Quote will begin as set forth in such Quote and shall continue for the initial term specified therein (“Initial Service Term”). If a Quote contains Services added to an existing subscription, such added Services will be coterminous with the Initial Service Term or applicable renewal Service term (“Renewal Term”), unless otherwise agreed to by the Parties.

Client shall be notified at least sixty (60) days in advance of any Renewal Term. If at the end of the applicable Quote, Client intends to renew the Agreement, but has not provided a timely executed written renewal prior to the end of such term, then Everbridge, in its sole discretion, shall continue the Service(s) hereunder for thirty (30) days (the “Grace Period”) in order to secure an executed renewal by Client, provided that Client shall pay to Everbridge the annual fee then in effect divided by twelve (12) (the “Monthly Holdover Fee”). The Grace Period is provided to Client as a courtesy so that Services will not be terminated prior to the execution of a renewal. Due to insurance and liability reasons Everbridge can only provide one Grace Period and will charge the Monthly Holdover Fee. The Monthly Holdover Fee is instituted in order to protect Client from termination or suspension of the Services, and to ensure that timely renewals are entered into.

Monthly Holdover Fees shall not be returned or refunded to the Client as a credit towards any renewal. Except as set forth in an applicable Quote, or unless this Agreement is terminated as provided herein, upon expiration of the term of any Quote, such Quote shall renew automatically for successive subsequent periods of twelve (12) months unless either party notifies the other party of its intent to terminate at least thirty (30) days prior to the end of the then current term. Everbridge reserves the right to increase its fees in any Renewal Term by three percent (3%).

5. TERMINATION; SUSPENSION.

5.1 Termination by Either Party. Either Party may
terminate this Agreement upon the other Party's material breach of the Agreement, provided that (i) the non-breaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (ii) the breaching Party does not cure the breach within thirty (30) days following its receipt of such notice (the "Notice Period"); and (iii) following the expiration of the Notice Period, the non-breaching Party sends a second written notice indicating its election to terminate this Agreement. If Client terminates this Agreement due to material breach by Everbridge, Client shall be entitled to a refund of any prepaid unused fees on a pro-rata basis, provided that such refund shall be Client’s sole and exclusive remedy.

5.2 Termination or Suspension for Non-Payment. If
Client fails to pay any amounts due within thirty (30) days of their due date, Everbridge may terminate this Agreement upon thirty (30 days’ prior written notice to Client. Termination for non-payment shall not relieve Client of its outstanding obligations (including payment) under this Agreement. In lieu of termination for nonpayment, Everbridge may suspend Client’s access to the Solutions upon written notice to Client.

5.3 Suspension. Everbridge may temporarily suspend
Client’s access to the Solutions or any portion thereof for (i) emergency network repairs, threats to, or actual breach of network security; or (ii) any legal, regulatory, or governmental prohibition affecting the Solution. Everbridge shall use its best efforts to notify Client through its Client Portal and/or via email prior to such suspension and shall reactivate any affected portion of the Solution as soon as possible.

6. PROPRIETARY RIGHTS.

6.1 Grant of License. Subject to the terms and
conditions of this Agreement, Everbridge hereby grants to Client, during the term of this Agreement, a limited, non-exclusive, nontransferable, non-sublicensable right to use the Solutions.

6.2 Restrictions. Client shall use the Solution solely for its internal business purposes. In particular, Client’s use of the Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing. Client shall not (i) sell, transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set forth herein; (ii) modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; (iv) remove, obscure or alter any proprietary notices or labels on the Solution or any materials made available by Everbridge; (v) use, post, transmit or introduce any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the operation of the Solution; or (vi) defeat or attempt to defeat any security mechanism of any Solution.

6.3 Reservation of Rights. The Solutions (including all associated computer software (whether in source code, object code, or other form), databases, indexing, search, and retrieval methods and routines, HTML, active server pages, intranet pages, and similar materials) and all intellectual property and other rights, title, and interest therein (collectively, “IP Rights”), whether conceived by Everbridge alone or in conjunction with others, constitute Confidential Information and the valuable intellectual property, proprietary material, and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Everbridge owns (i) all voluntary feedback regarding the design or operation of the Services (except for the Client Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all aggregated and anonymized transactional, performance, derivative data and metadata generated in connection with the Solutions, which are generally used to improve the functionality and performance of the Services. Except for the rights expressly granted to Client in this Agreement, all rights in and to the Solutions and all of the foregoing elements thereof (including the rights to any work product resulting from Professional Services and to any modification, enhancement, configuration or derivative work of the Solutions) are and shall remain solely owned by Everbridge and its respective licensors. Everbridge may use and provide Solutions and Professional Services to others that are similar to those provided to Client hereunder, and Everbridge may use in engagements with others any knowledge, skills, experience, 427
3 ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Professional Services to Client, provided that, in each case, no Client Data or Client Confidential Information is disclosed thereby.

7. CONFIDENTIAL INFORMATION.

7.1 Definition. “Confidential Information” means all
information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation, all Client Data, the Solutions, and either Party’s business and marketing plans, technology and technical
information, product designs, reports and business processes.

Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.

7.2 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than performance or enforcement of this Agreement without Disclosing Party’s prior written consent. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other public information request (i.e., “state sunshine” laws) it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information.

7.3 Upon Termination. Upon any termination of this
Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all materials containing such Confidential Information.

Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up
procedures, subject at all times to the continuing applicability of the provisions of this Agreement.

8. WARRANTIES; DISCLAIMER.

8.1 Everbridge Warranty. Everbridge shall provide the
Solutions in material compliance with the functionality and specifications set forth on the applicable Solution Documentation.

Everbridge shall provide 24X7X365 customer support in
accordance with its most recently published Support Services Guide. Professional Services shall be performed in a professional manner consistent with industry standards.

8.2 Disclaimer. THE FOREGOING REPRESENT THE

ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER,

AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER

WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT

THAT THE SOLUTION WILL OPERATE ERROR FREE OR
WITHOUT INTERRUPTION. WITHOUT LIMITING THE

FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY

LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR

PROPERTY DAMAGE ARISING FROM FAILURE OF THE

SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,

HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,

EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.

8.3 SMS Transmission. CLIENT ACKNOWLEDGES
THAT THE USE OF SHORT MESSAGING SERVICES (“SMS”),

ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF

SENDING MESSAGES INVOLVES A REASONABLY LIKELY

POSSIBILITY FROM TIME TO TIME OF DELAYED,

UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE

PROCESS OF TRANSMITTING SMS MESSAGES CAN BE

UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT

PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING

MOBILE NETWORK OPERATORS AND INTERMEDIARY
TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE

RECOMMENDS THAT SMS MESSAGING NOT BE USED AS

THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY
SITUATION.

9. INDEMNIFICATION.

9.1 By Client. Client shall defend, indemnify and hold
Everbridge harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with any third party claim, suit or proceeding (“Claim”) against Everbridge arising out of any data sent, posted or otherwise transmitted via the Solution by Client or Contacts, or any breach by Client of Sections 3 or 6.

9.2 By Everbridge. Everbridge shall defend, indemnify
and hold Client harmless from and against any Claim against Client arising out of (i) any breach by Everbridge of applicable Privacy Laws; (ii) any breach by Everbridge of its data security obligations under Section 3.4; or (iii) an allegation that the Solution as contemplated hereunder infringes an issued patent or other IP Right in a country in which the Solution is provided to Client. If (x) any aspect of the Solution is found or, in Everbridge’s reasonable opinion is likely to be found, to infringe upon the IP Right of a third party or (y) the continued use of the Solution is enjoined, then Everbridge will promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii) modify such aspect of the Solution so that it is non-infringing; or (iii) replace such aspect of the Solution with a non-infringing functional equivalent. If, after all commercially reasonable efforts, Everbridge determines in good faith that options (i) - (iii) are not feasible, Everbridge will remove the infringing items from the Solution and refund to Client on a pro-rata basis any prepaid unused fees paid for such infringing element. The remedies set forth in this Section 9.2 are Client’s exclusive remedy for Claims for infringement of an IP Right. Everbridge shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i) the combinations, operation, or use of the Solution supplied under this Agreement with any product, device, or software not supplied by Everbridge to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (iii) Everbridge’s 428
4 compliance with Client's designs, specifications, requests, or instructions pursuant to an engagement for Everbridge
Professional Services relating to the Solution to the extent the claim of infringement is based on the foregoing.

9.3 Indemnification Process. The indemnifying party’s
obligations under this Section 9 are contingent upon the indemnified party (a) promptly giving notice of the Claim to the indemnifying party once the Claim is known; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party’s business or service); and (c) providing the indemnifying party all available information and reasonable assistance.

10. LIABILITY LIMITS. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage.

Except for its indemnification obligations under Section 9.2, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge’s aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month period prior to the event giving rise to such liability. The foregoing limitations shall apply even if the non-breaching party’s remedies under this Agreement fail their essential purpose.

11. INSURANCE. Everbridge will maintain during the term of this Agreement the following coverages: (i) General Liability insurance, with liability limits of at least $5,000,000; (ii) Network Technology/Cyber Liability coverage with limits of at least $5,000,000; and (iii) workers’ compensation insurance as required by the state or local law in which the work is performed. Upon request by Client, Everbridge shall provide Client a certificate of insurance evidencing such coverages.

12. MISCELLANEOUS.

12.1 Non-Solicitation. As additional protection for
Everbridge’s proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, Client agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Everbridge; provided, that a general solicitation to the public for employment is not prohibited under this section.

12.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent precluded by circumstances beyond Everbridge’s reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labor problems, regional technology interruptions, or denial of service attacks. The Solution delivers information for supported Contact paths to public and private networks and carriers, but Everbridge cannot guarantee delivery of the information to the recipients. Final delivery of information to recipients is dependent on and is the responsibility of the designated public and private networks or carriers.

12.3 Waiver; Severability. The failure of either Party
hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give effect to the intent of the Parties.

12.4 Assignment. Neither party may assign this
Agreement to any third party except upon the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, that no such consent shall be required in the event of an assignment to an Affiliated Entity or to a successor-ininterest to the business of the assigning Party resulting from a merger, reorganization, or sale of all or substantially all such Party’s assets. Notwithstanding the above, neither Party shall assign this Agreement to any third party which is a competitor of the other Party.

12.5 Governing Law; Attorney’s Fees. This Agreement
shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. The prevailing party in any action arising out of this Agreement shall be entitled to its reasonable attorneys’ fees and costs.

12.6 Notices. Legal notices (e.g., claimed breach or
termination) to be provided under this Agreement shall be delivered in writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by U.S. certified or first class mail to the other party as set forth on the signature page hereto. All legal notices shall be deemed to have been given upon receipt or, if under (c), three (3) business days after being deposited in the mail. Either party may change its address by giving notice of the new address to the other party pursuant to this Section and identifying the effective date of such change. Everbridge may provide all other notices to Client’s billing contact on the Client Registration Form or, with respect to availability, upgrades or maintenance of the Solutions, to the Everbridge Support Center.

12.7 Marketing. Client consents to Everbridge referencing Client’s name as an Everbridge Client in Everbridge publications, its website, and other marketing materials.

12.8 Equal Employment Opportunity. Everbridge, Inc. is
a government contractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations sections 60-

1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement.

12.9 Export Compliant. Neither Party shall export,
directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. Client shall not permit Users to send notifications to a Contact in a U.S. embargoed country or in violation of any U.S. export law or regulation.

12.10 U.S. Government End-Users. The Solutions and
related documentation are “commercial items” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government customers and end-users acquire licenses to the Solutions and related documentation with only those rights set forth herein. 429
5 12.11 General. This Agreement, including its Exhibits and any Quote, constitutes the entire agreement between the Parties and supersedes all other agreements and understandings
between the Parties, oral or written, with respect to the subject matter hereof, including any confidentiality agreements. This Agreement shall not be modified or amended except by a writing signed by both Parties. ANY NEW TERMS OR CHANGES

INTRODUCED IN A PURCHASE ORDER OR OTHER
DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.

EVERBRIDGE’S ACKNOWLEDGEMENT OF RECEIPT OF

SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL

NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
THAN THOSE SET FORTH IN THIS AGREEMENT. There are no
third party beneficiaries to this Agreement. Any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This Agreement, and any other document referencing and governed by this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature, whether transmitted by fax machine, in the form of an electronically scanned image (e.g., in .pdf form), by email, or by other means of e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner.
430
6 EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote.

If Client Is Ordering Nixle® Products or Community Engagement:

1. Client grants to Everbridge a non-exclusive, royalty free, worldwide and perpetual right and license (including sublicense) to (a) use, copy, display, disseminate, publish, translate, reformat and create derivative works from communications Client sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, including social media (e.g., Google®, Facebook®) (collectively, “Public Communications”), (b) use and display Client’s trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client’s website in order to drive Contact opt-in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy.

If Client Is Ordering Everbridge Suite Products:

1. Messaging Credits. The Solutions include units of usage (“Messaging Credits”) for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths (“Notifications”). No Messaging Credits shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client’s use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be purchased separately.

2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is defined as follows:
 SMS Text messages:
i. For messages that contain only GSM characters, each 153 characters or portion thereof. ii. For messages that contain any non-GSM characters, each 67 characters or portion thereof. iii. GSM characters include only characters in the GSM 7-bit default alphabet. iv. Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts.
 Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country.
 TTY: One minute per TTY message.
 Fax: Per page transmitted.

3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the date that the overage began. Payment shall be at the role-based number rate in the Quote and shall be paid for the duration of the term of such Quote.

4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on usage of the Solutions, then Client’s use of the Solutions is expressly limited to Contacts who are based in such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client’s use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this Agreement and shall subject such Client to additional charges for such unauthorized usage.

5. Data Feeds. Client shall not use any automated device, computer program, software, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge.

Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content such feeds are provided solely on an “AS IS” and “AS AVAILABLE” basis and Everbridge disclaims any and all liability of any kind or nature resulting from (a) any inaccuracies or failures with respect to such Data Feeds or (b) any actions taken by Client as a result of its use of the Solutions or its content. All Data Feeds are provided solely as a convenience and do not constitute an endorsement by Everbridge. The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. “Data Feed” means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence) or publicly-available information that Client accesses on the Internet while using the Services.

Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at https://www.everbridge.com/wp-content/uploads/Data-Feed-Terms-and-Conditions-Oct2019.pdf. 431
7 6. Resident Connection Data. If a Client is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non-transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records (“Resident Connection Data”) in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement.

7. Incident Management/IT Alerting. If a Client is purchasing the Incident Management or IT Alerting Solution, (a) Clients may only designate the number of Users set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role; (b) “Incident Administrators” are authorized by Client as an administrator for the Incident Management or IT Alerting Solution components and are typically responsible for the configuration of IT Alerting as well as managing and reporting on Incidents ; (c) “Incident Operators” are authorized by Client as an operator of the Incident Management or IT Alerting Solution and are typically responsible for launching/managing Incidents; and (d) “Group Managers” shall have the ability to build, manage and/or participate in on-call schedules to receive IT related notifications.

Everbridge may limit or throttle Client’s automated use of the Incident Management or IT Alerting Solution in order to protect the stability and security of the Solution.

8. Secure Messaging. If a Client is purchasing peer to peer secure messaging solutions (“Secure Messaging”), Everbridge shall comply with all applicable privacy laws, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), the Gramm-LeachBliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. Our Secured Messaging products for healthcare are subject to our Business Associate Agreement, available at https://www.everbridge.com/wpcontent/uploads/2015/07/Business-Associate-Form-lkd-v1-7.7.15.pdf, which is incorporated and made a part of this Agreement. Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical, nonemergency messages between users as a convenience to facilitate communications and are not intended for or suitable for use in situations where a failure or time delay of, or errors or inaccuracies in, the content, data or information provided through the services could lead to death, personal injury or property damage.

Non-Emergency Messaging

1. If Client is using the solution to send non-emergency calls, text messages or emails to consumers, Client expressly agrees to comply with the Telephone Consumer Protection Act of 1991, including its implementing regulations, the CAN-SPAM Act of 2003, and any other similar laws and regulation (collectively, “Consumer Protection Law”). Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct. 432
8 EXHIBIT B
IPAWS- CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote.
1 IPAWS Authorization. Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client’s credentials provided by FEMA (each, an “IPAWS User”), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Agreement (“MOA”) with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User’s right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate (“Digital Certificate”). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it.

Client shall be solely responsible for any and all claims, damages, expenses (including attorneys’ fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN.

2. Credentials. Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN.

3. Messaging. Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes.

4. Term. Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system.

Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access.
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Description of Work
Annual Portable Fire Extinguisher Inspection
Per NFPA 10:

Service includes inspection of designated place; evaluate visibility, access and obstructions.

Verify that the pressure gauge reads is in the operable range.

Check the cylinder for damage.

Evaluate if the extinguisher is the proper classification for the hazard.

Determine the next service date of the cylinder (to include 6-year teardown or Hydro testing) by manufacture date or by service tags.

A master list indicating each fire extinguisher location, size, type, manufacturer, 6 yr date, hydrostatic test date, and inspection frequency will be generated for each facility.

A final report based on the NFPA requirements will be completed detailing the results of the test and will be delivered and reviewed with the owner in timely manner.

Any additional works such as Hydrostatic testing, 6-year teardown, etc. are additional Locations to Service:

AIRPORT WAY, CALIFORNIA CITY, CA, USA

CALIFORNIA CITY CITY HALL

CALIFORNIA CITY FIRE DEPARTMENT
California City Parks & Recreation

CALIFORNIA CITY POLICE DEPARTMENT

CITY OF CALIFORNIA CITY STRATA SPORTS CE

CITY OF CALIFORNIA CITY YARD

SENIOR CITIZENS CENTER
Services to be completed
[Portable Extinguishers] Fire Extinguisher Equipment Summary - Fire Extinguisher Equipment Summary City of California City Fire Station Fire Station
PERFORM ANNUAL FIRE EXTINGUISHER INSPECTIONS - APPROX QT 96 Estimated Completion: 06/26/2025
From Hiller Lancaster
123 West Nugent Street
Lancaster CA 93534-3621
661-942-2231
hillerfire.com
CA LIC: 1105955 C10, C16
Quote No. 2120168
Type Inspection
Prepared By Sar Pathan
Created On 06/25/2025
Valid Until 07/31/2025
Quote For CITY OF CALIFORNIA CITY

CALIFORNIA CITY FIRE

DEPARTMENT
20890 HACIENDA

BOULEVARD
CALIFORNIA CITY CA 93505-
2800
442
Code Parts, Labor, and Items Quantity Unit Price Total
33FEINSPATAXMPT INSPECTION FIRE EXTINGUISHER ANNUAL

T-EXEMPT
96 $20.00 $1,920.00
33TRAVCHGTAXMPT TRAVEL CHARGE T-EXEMPT 1 $150.00 $150.00 GRAND TOTAL $2,070.00
Terms and Conditions
Approval indicates acceptance of Hiller’s Terms and Conditions found here [https://hillerfire.com/terms-and-conditions-inspections-1/](https://hillerfire.com/termsand-conditions-inspections-1/ "https://hillerfire.com/terms-and-conditions-inspections-1/") Approved by Kristy Hightower on 6/26/2025 02:07pm from IP address 47.51.18.194 443
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Sun Ridge Systems Software Support Services Agreement
This is a description of the software support, maintenance, and update/upgrade services to be provided by Sun Ridge Systems, Inc. (“SRS”) to the City of California City, CA (“Licensee”) as part of a Software Support Services Agreement (“Agreement”). This Agreement covers all RIMS public safety software (Software) licensed by the Licensee and is effective on February 1, 2026.

Under this agreement SRS agrees to provide the following services to Licensee:

1. Coverage Hours. SRS will provide a toll-free phone number and dedicated email address for support purposes during normal service hours. Normal service hours are defined as Monday-Friday, 8AM-5PM PST, except for New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, July 4th, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Day (“common holidays”).

However, for instances where the Licensee’s system is completely inoperable due to an SRS software problem (“critical problems”) preventing basic system operation, service will be available 24 hours, 7 days a week, common holidays included. Examples of critical problems include:
- RIMS is down/not responding on multiple workstations
- Cannot create a call for service (CAD Incident)
- Cannot issue a case number
- Unable to access NCIC
- Other issues that will not allow the user to complete critical tasks Licensee will have taken reasonable measures prior to contacting SRS support during non-service hours including:
- Verified that the issue is not related to just 1 workstation - Restarted the workstation in question
- Contacted in-house IT support if the issue is related to network or server errors - Verified the issue is critical enough that it cannot wait until normal support hours

2. SRS Response to reported problems. SRS agrees to provide service and assistance as expeditiously as possible as follows:
a. Most problems will be resolved with the initial phone call or email. b. For problems that cannot be immediately resolved, SRS will work to resolve the problem based on the severity of the problem and the urgency reported by Licensee. ● For critical problems, SRS personnel will work with Licensee until the situation is resolved.

● For problems that are not critical problems that have a lesser though continuing impact on operations of Licensee SRS will endeavor to provide a solution or workaround within 72 hours of the problem being reported to SRS by the Licensee.
● For other problems SRS may, at its discretion, either issue a near term "fix release" of the product or include the fix in the next scheduled product update. 459

3. Licensee equipment and software responsibilities. Licensee agrees to allow SRS to remotely connect to Licensee’s system when a problem is reported. SRS uses BeyondTrust remote access software for secure installation and follow-on support services. BeyondTrust software provides superior security and does so over an ordinary internet connection via an SRS server that hosts a BeyondTrust security hardware device.

If Licensee does not allow unattended access, the SRS response to a service request may be delayed until a responsible party of the Licensee allows access. Once remote access is obtained, SRS will examine data files, investigate reported problems, and provide updates and corrections as necessary.

4. Provision of software updates. SRS will provide all new enhanced and updated versions of software licensed to Licensee at no additional cost. This software will be provided with detailed installation instructions for installation by Licensee. If desired, Licensee may retain SRS to perform any installation at additional cost to be determined on a per case basis. Updates are distributed via download from the SRS ftp web site. SRS will not be obligated to provide service for release versions that are more than two annual release versions older than the current release.

5. Cost. The cost of the services and software to be provided under this Agreement in the amount of $26,651.00.

6. Late Payment. In addition to any other amounts for which Licensee is liable under this Agreement, Licensee agrees to pay to SRS a late charge equal to one percent (1%) of the amount due if Licensee fails to pay SRS any amount that is due and owing pursuant to this Agreement within sixty (60) days after Licensee’s receipt of an invoice from SRS or (60) days after the expiration of the previous Agreement, whichever comes later. In addition, any invoiced amounts that are due and owing under this Agreement which Licensee fails to pay to SRS within ninety (90) days after Licensee’s receipt of an invoice from SRS shall thereafter bear interest at the rate of twelve percent (12%) per annum or the highest interest rate allowed by applicable law, whichever is less.

7. Term. The term of this Agreement shall be one year from the date stated in the initial paragraph and shall be annually renewed for another year upon payment of invoice. Payment for the year is due in advance the day the services begin. Non-payment of the support invoice within 60 days as described in Section 6 shall be cause for terminating or suspending the Agreement at the discretion of SRS.

8. Termination. Licensee may terminate this Agreement with or without cause upon ninety (90) days written notice to SRS. If terminated, Licensee is entitled to a prorated refund for the service days not consumed beginning on the last day of the month the written notice is received by SRS to the end of the remaining term of the Agreement.

9. Limitations. SRS agrees to provide support only for public safety application software provided by SRS. Other software used by Licensee (word processing, spreadsheet, etc.) is not included in this Agreement. PC and network operating system software and Microsoft SQL Server database system software is similarly not included, although SRS may assist Licensee in isolating problems to this software. (SRS reserves the right to charge for diagnostic services in the event it is determined that 460
the reported issue is not attributable to RIMS.) Also specifically excluded is responsibility for administration, support, or maintenance of Licensee’ server, computer network, operating systems, or database (Microsoft SQL Server).

Licensee may request that SRS provide support services outside the limitations of this Support Services Agreement. If SRS agrees to provide any requested additional support services, such support services will be provided at SRS’s current rate and under terms and conditions that SRS may require.

This Agreement does not include equipment maintenance or assistance in diagnosing hardware problems including but not limited to PCs, printers, network, scanners, and other computer peripheral devices with the exception that SRS will assist Licensee in determining whether a problem is RIMS application software in nature.
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GAVIN NEWSOM

GOVERNOR

NANCY WARD

DIRECTOR
601 SEQUOIA PACIFIC BLVD, SACRAMENTO, CA 95811

PUBLIC SAFETY COMMUNICATIONS
(916) 894-5007 TELEPHONE
September 5, 2025 Tracking Number: 28150
Ana Bearden, Administrative Assistant
California City Police Department
21130 Hacienda Blvd.

California City, CA 93505
Subject: Customer Premise Equipment (CPE) Fixed Allotment Funding – On Premise Solution
Dear Ana Bearden,
The California 9-1-1 Emergency Communications Branch (CA 9-1-1 Branch) has received your Advance Notification for Call Processing Equipment (CPE) Funding letter of intent to replace the 9-1-1 system at your Public Safety Answering Point (PSAP). Acceptance of CPE Allotment funds from the CA 9-1-1 Branch commits your agency to PSAP operations 24 hours-a-day, seven days-a-week, for a minimum of five years. If PSAP operations are not maintained at that level, the California City Police Department may become financially responsible for all subsequent CPE maintenance and 9-1-1 network service charges. Our evaluation of recent 9-1-1 emergency call volume qualifies the California City Police Department for a Fixed Allotment of $365,000 to be used to purchase an on premise solution. The Fixed Allotment funding will expire upon expiration/cancellation of the current MPA if your CPE approval process has not been initiated.

The CA 9-1-1 Branch has implemented a non-mandatory Master Purchase Agreement (MPA) that enables participating vendors to invoice the CA 9-1-1 Branch directly for the purchase of 9-1-1 systems and services. Price lists are available at:
https://www.caloes.ca.gov/office-of-the-director/operations/logistics-management/publicsafety-communications/ca-9-1-1-emergency-communications-branch/ca-911-servicescontracts/ The CA 9-1-1 Branch CPE Funding Policy and Funding Processes are detailed in the 9-1-1 Operations Manual – Chapter III available at:
https://www.caloes.ca.gov/office-of-the-director/operations/logistics-management/publicsafety-communications/ca-9-1-1-emergency-communications-branch/ca-911-operationsmanual/ Please contact me directly with any questions at [email protected] or (916) 894-5076.

Sincerely,
Rene Borre, 9-1-1 & 9-8-8 Advisor
CAL OES PSC - State 9-1-1 Emergency Communications Branch Docusign Envelope ID: 786288BC-7EB1-453D-8901-15EA3B05A16C 462
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CONFIDENTIAL AND PROPRIETARY
PAYMENTUS LEGAL: FORM REVISION OF 11.20.24

MASTER SERVICES AGREEMENT
Client: California City, CA
Client Address: 21000 Hacienda Blvd., California City, CA 93505 Client Contact for Notices Kenny Cooper
Estimated Number of Yearly Payments: 55,000
This Master Services Agreement (“Agreement”) is entered into as of the date of the last of the signatures set forth below (“Effective Date”), by and between the Client identified above and Paymentus Corporation, (“Paymentus”) a Delaware Corporation, with a principal place of business at 11605 N. Community House Road, Suite 300, Charlotte, North Carolina 28277. Client and Paymentus are also referred to as “Party” and collectively as the “Parties”.

STATEMENT OF PURPOSE
Paymentus desires to provide, Client desires to receive electronic bill payment services as more particularly described in this Agreement under the terms, and conditions set forth herein.

AGREEMENT
In consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows.

This Agreement consists of the following documents:
(i) this signature page
(ii) the General Terms and Conditions; and
(iii) the following Schedules:

Schedule A: Paymentus Service Fee Schedule
Schedule B: Client Payment Data
This Agreement represents the entire agreement between the Parties with respect to its subject matter, supersedes all prior written or oral agreements or understandings related to the subject matter hereof, and may be changed only by agreements in writing signed by the authorized representatives of each of the Parties.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

CALIFORNIA CITY, CA:

By: __________________________________
NAME:_Latisha Lamberth________________
TITLE:_City Manager____________________
DATE: _______________________________

PAYMENTUS CORPORATION
By: __________________________________
NAME: _______________________________
TITLE: _______________________________
DATE: _______________________________
11/20/2024
Jerry Portocalis
Chief Commercial Officer
November 20, 2024
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Confidential & Proprietary 191108.1

GENERAL TERMS AND CONDITIONS

BY AND BETWEEN PAYMENTUS CORPORATION AND CALIFORNIA CITY, CA 1 Definitions:

For the purposes of the Agreement, the following
terms and words have the meaning ascribed to them,
unless the context clearly indicates otherwise.

1.1 “Affiliates” means (i) any entities that control,
are controlled by, or are under common
control with a Party.

1.2 “Agent Dashboard” means a web based
portal that enables Client to manage and
monitor its’ customers' payments and
accounts including such features as the
ability to add and manage users, look up
payment schedules, make payments
manually on behalf of the customers, and
generate payment reports.

1.3 “Agreement” or “Master Agreement” means
the Master Services Agreement between the
Parties, as amended from time to time,
including the Signature Page, these General
Terms and Conditions and all Schedules.

1.4 “Average Bill Amount” means the total
amount of Payments processed through
Paymentus in a given month divided by the
number of the Payments for the same month.

1.5 “Custom Enhancement(s)” means one or
more enhancements to the Services which is
either unique to Client, or which was
expedited prior to being developed pursuant
to a Statement of Work entered into by the
Parties in which Client agrees to pay
Professional Services Fees for the Work
done in connection therewith if applicable.

1.6 “Customer Information Files” or “CIF”
means a computerized file used by a
company that stores all customer data such
as the customer’s personal and account
information.

1.7 “Custom Implementation” means
implementation of Client’s Custom
Integration and Custom Enhancements in
accordance with the applicable Statement of
Work (“SOW”).

1.8 “Custom Integration” means customization
of the Platform to integrate with Client’s billing
system using non-standard file specifications
or application programming interfaces
(“APIs”) supported by Client’s billing system

1.9 “Effective Date” has the meaning set forth on
the signature page above, unless the
Agreement is submitted to Client for
acceptance in a manner that does not call for
Paymentus to execute it, in which event the
Effective Date shall be the date that Client
signs the Agreement.

1.10 “Excess Payment Amount” means the
Payment Amounts from Non-Qualified
Transactions processed in a calendar month.

1.11 “Fee Assumptions” means information used
to calculate the Paymentus Fee (as defined
in Section 3.2) as provided by Client in good
faith, including (i) the projected Average Bill
Amount, and (ii) the projected payment
method mix (credit vs debit vs e-check) of all
card Payments processed that month.

1.12 “IPN” or “Instant Payment Network”™
means the network developed by Paymentus
to enable customer engagement, bill
presentment and receipt of payments by
businesses through multiple channels as
enabled from time to time by Paymentus.

1.13 “Launch Date” means the later of the date on
which Client completes the introduction to
Users of all of the Services (i) set forth on
Schedule A or (ii) in any applicable SOW as
of the Effective Date of any applicable SOW.

1.14 “Minimum Monthly Commitment” means a
fixed amount agreed to by the Parties that is
based upon the expected number of
transactions to occur each month during the
Term times the Average Bill Amount, as set
forth in Schedule A (Paymentus Fee
Schedule).

1.15 “Non-Qualified Transaction” means any
payment where the Paymentus Fee is lower
than the cost of processing such payment
(including the cost of Third Party Fees).

1.16 “Payment” means payment by a User
through the Platform for Client’s services,
Client’s bills, or other amounts owed to
Client.

1.17 “Payment Amount” means the amount of a
Payment.

1.18 “Paymentus Authorized Processor” means
a Paymentus authorized merchant account
472

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California City City CouncilMay 26, 2026

California City City Council
May 26, 2026