Lathrop City Council
May 11, 2026

ITEM 4. 8

CITY MANAGER' S REPORT
May 11, 2026 CITY COUNCIL REGULAR MEETING
ITEM:

RECOMMENDATION:

RESCIND PRIOR APPROVAL OF RESOLUTION
NO. 26- 5958 FOR RECREATION REGISTRATION

SOFTWARE AND REJECT ALL PROPOSALS
Adopt a Resolution to Rescind Resolution No.
26- 5958, for Recreation Registration Software
Management System for the Parks and
Recreation Department and Reject all
Proposals
SUMMARY:

At the Regular City Council meeting on February 9, 2026, City Council approved Resolution No. 26- 5958 to approve a software service agreement with Kaizen Laboratories, Inc. ( Kaizen), to provide a recreation registration software management system for the Parks and Recreation Department.

Before the software service agreement was implemented, Kaizen rescinded their proposal in order to support large state and federal agencies only. Therefore, Kaizen did not sign the software service agreement.

Staff recommends City Council rescind Resolution No. 26- 5958 reject all proposals received and re -advertise a request for proposal ( RFP).

BACKGROUND:

The existing five ( 5) -year term software service agreement for the Parks and Recreation Department to manage registration for recreational activities is scheduled to terminate on June 30, 2026. As a result, a new software service agreement is required to continue the ability to manage recreation program registrations for the City of Lathrop.

On October 30, 2025, in response to an RFP, eight ( 8) proposals were received. The Parks and Recreation Department evaluated the proposals.

At the Regular City Council meeting on February 9, 2026, City Council approved Resolution No. 26- 5958 to approve a software service agreement with Kaizen Laboratories, Inc. ( Kaizen), to provide a recreation registration software management system for the Parks and Recreation Department.

Before the software service agreement was implemented, Kaizen rescinded their proposal in order to support large state and federal agencies only. Therefore, Kaizen did not sign the software service agreement.

CITY MANAGER' SREPORT: FEBRUARY 9, 2026 PAGE 2
RESCIND RESOLUTION NO. 26- 5958, REJECT ALL RFPS, AND RE - ADVERTISE Staff recommend City Council rescind Resolution 26- 5958 and reject all responses to allow staff to issue a revised RFP.

RECOMMENDATION:

Staff recommend City Council rescind Resolution 26- 5958 and reject all proposals to allow staff to issue a revised RFP.

FISCAL IMPACT:

None
ATTACHMENTS:

A. Adopt a Resolution of the City Council of the City of Lathrop to Rescind Resolution No. 26- 5958 and Reject all Proposals
B. City of Lathrop Software as a Service Agreement with Kaizen Laboratories, Inc. to Provide Recreation Registration Software Management System C. A Resolution of the City Council of the City of Lathrop to Approve Software as a Service Agreement with Kaizen Laboratories, Inc. to Provide Recreation Registration Software Management System for Parks and Recreation and Approve Budget Adjustment
CITY MANAGER' S REPORT: FEBRUARY 9, 2026 PAGE 3
RESCIND RESOLUTION NO. 26- 5958, REJECT ALL RFPS, AND RE -ADVERTISE APPROVALS:

Tod J Se tian Date
H. 30. 1, I.

Parks and Recreation Director
5_,
Fernandes Date
Information Systems Director
Cari James e Date
Finance Director
Thomas
4,„
Hedegard Date
Deputy City Mnager
V. 2. 07-‘
Salvador Navarrete Date
City Attorney
Stephen J. Salvatore Date
City Manager
S•` I• Zozv
RESOLUTION NO. 26 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO RESCIND RESOLUTION NO. 26- 5958 AND REJECT ALL PROPOSALS TO CITY' S RFP DATED FEBRUARY 9, 2026
WHEREAS, the existing five ( 5) -year term software as a service agreement for the Parks and Recreation Department to manage registration for recreational activities is scheduled to terminate on June 30, 2026; and WHEREAS, as a result, a new software service agreement is required to ensure the continued ability to manage recreation program registrations for the City of Lathrop; and
WHEREAS, in response to a Request for Proposals ( RFP), eight ( 8) proposals were received; and
WHEREAS, Council approved Resolution 26- 5958 to approve an Agreement with Kaisen Laboratories, Inc., to provide Recreation Registration Software Management Systems for Parks and Recreation and a budget adjustment; and WHEREAS, on March 4, 2026, before the software service agreement was signed, Kaizen advised the City they were rescinding their proposal in order to focus on supporting only large state and federal agencies; and WHEREAS, staff recommends City Council rescind Resolution 26- 5958 and reject all proposals submitted in response to the City' s RFP dated February 9, 2026.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby rescind Resolution No. 26- 5958 and reject all proposals submitted in response to the City' s
RFP dated February 9, 2026.

The foregoing resolution was passed and adopted this 11th day of May 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Attachment " B"

CITY OF LATHROP SOFTWARE AS A SERVICE AGREEMENT WITH
KAIZEN LABORATORIES, INC. TO PROVIDE RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
THIS AGREEMENT, dated for convenience this February 9, 2026 is by and between Kaizen Laboratories, Inc. (" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CONSULTANT provided a proposal as a response to the Request for Proposals ( RFP) submitted by Parks and Recreation Department; and WHEREAS, CITY selected the CONSULTANT pursuant to said RFP response; and WHEREAS, CONSULTANT is willing to render such recreation registration software management system, as hereinafter defined, on the following terms and conditions; NOW, THEREFORE, CONSULTANT and the CITY agree as follows:

AGREEMENT
1) Scope of Service
Subject to CONSULTANT' sdigital services terms and conditions ("Kaizen' sT&Cs"), CONSULTANT grants to CITY and its Authorized Users a limited, worldwide, nonexclusive, non -transferable right during the Term to use the recreation registration software management system (" Services") in accordance with Kaizen' sT&Cs and the Order Form provided by CONSULTANT, attached hereto as Exhibit "A" and incorporated herein by reference. CONSULTANT represents it is prepared to and can diligently perform these services in accordance with the customary standards of its profession and to CITY' Ssatisfaction. The fee proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved of in advance and in writing, by the CITY.
2) Compensation
CITY hereby agrees to pay CONSULTANT a sum not to exceed $ 106,97 for the five ( 5) year term for the recreation software registration software management system, incorporated herein by reference, notwithstanding any contrary indications, which is attached hereto as Exhibit "A".

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
CONSULTANT shall be paid any uncontested sum due and payable within thirty 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. All fees are due annually in advance unless otherwise specified in Exhibit A, In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit "A", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' sauthorized representative prior to the commencement of the work.
3) Effective Date and Term
The effective date of this Agreement is February 9, 2026, and it shall terminate no later than June 30, 2031.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope ofwork described in Exhibit "A" to City' ssatisfaction.

CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY.
5) Billings
CITY will pay CONSULTANT the fees and any other amounts owing under this Agreement, as specified in the applicable Order Form. Any additional services or hardware not set forth in an Order Form may be subject to additional fees. Unless otherwise specified in the Order Form, CITY will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reporting
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement. CONSULTANT shall submit to CITY such reports,

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
diagrams, drawings and other work products developed pursuant to the Scope of Services.
7) Auditing
CONSULTANT agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. No more than once per calendar year, CONSULTANT agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon thirty days' advance written notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the requirement.

CONSULTANT further agrees to maintain such records for a period of three ( 3) years after final payment under this agreement.
8) Assignment of Personnel

CONSULTANT
capabilities and
acknowledges
on the qualifications
that the
of CONSULTANT' s
CITY has relied
principals
on CONSULTANT' s
and staff as
identified in its proposal to CITY. The services shall be performed by, or under the direct supervision, of CONSULTANT' sAuthorized Representative:

CITY shall be notified by CONSULTANT of any change of its Authorized Representative.

CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement.
9) Assignment and Subcontracting
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative, except that CONSULTANT may assign this Agreement without CITY' sconsent to a successor ( including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the CONSULTANT' s
obligations under this Agreement.

CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' S authorized representative.

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
10) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through (c) below with insurers and under forms of insurance satisfactory in all respects to the CITY. CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers'
sole cost
Compensation.
and expense, maintain

CONSULTANT
Statutory
shall,
Workers'
at CONSULTANT' S
Compensation
Insurance and Employer' sLiability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' sLiability Insurance shall be provided with limits of not less than one million dollars 1, 000,00). In the alternative, CONSULTANT may rely on a selfinsurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liability Insurance.

CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars ($ 1, 000,00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 ( any auto).

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' s
general supervision of
CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on' the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage.
iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California - admitted insurers with a Best' s rating of no less than A: VII.
vi) Notice of cancellation or non -renewal must be received by CITY at least thirty days prior to such change.
c) Professional Liability. CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than Two Million Dollars ($ 2, 000,00) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self -insured retention shall not exceed 250, 00 per claim.
ii) Notice of cancellation, material change, or non -renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy.
iii) The policy must contain a cross liability or severability of interest clause.

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
iv) The following provisions shall apply if the professional liability coverages are written on a claims made form:

1. The retroactive date of the policy must be shown and must be before the date of the Agreement.

2. Insurance must be maintained and evidence of
insurance must be provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.

3. If coverage is canceled or not renewed and it is not replaced with another claims made policy form with a
retroactive date that precedes the date of this
Agreement, CONSULTANT must provide extended
reporting coverage for a minimum of five years after
completion of the Agreement or the work. The CITY
shall have the right
cost, any extended
to
reporting
exercise
provisions
at the CONSULTANT' S
of the policy
should the CONSULTANT cancel or not renew the
coverage.

4. A copy of the claim reporting requirements must be
submitted to the CITY prior to the commencement of
any work under this Agreement.
d) Deductibles and Self -Insured Retentions. CONSULTANT shall disclose the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization of the CITY' s authorized representative, CONSULTANT may increase such deductibles or self -insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY' s authorized representative may condition approval of an increase in deductible or self -insured retention levels upon a requirement that CONSULTANT procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e) Notice of Reduction in Coverage. In the event that any coverage required under subsections ( a), (b), or ( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' Searliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
f) In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT
hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' Sbreach. 11) Indemnification - CONSULTANT' SResponsibility
As to the CONSULTANT' Swork hereunder, it is understood and agreed that (a) CONSULTANT has the professional skills necessary to perform the work, (b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform.

Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' Sprofession.

CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of a third party claim alleging any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or grossly negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents in performance of its obligations under this Agreement, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
12) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement.
13) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 14) Termination
Either party may terminate this Agreement ( including all Order Forms) if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non -breaching party.

Termination in accordance with this Section 14 will take effect when the breaching party receives written notice of termination from the non - breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30 -day cure period. If CITY fails to timely pay any undisputed fees, CONSULTANT may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due. . 15) Funding
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. Any such termination shall be effective only at the end of the then -current fiscal year and only upon all of the following conditions being met: (a) At least thirty ( 30) days' prior written notice to CONSULTANT, upon becoming aware that future funding will not be appropriated; (b) Written certification by an authorized financial officer of the CITY stating that funding is not available and cannot be lawfully reallocated or otherwise obtained to meet the CITY' s obligations under this Agreement; (c) Payment of all fees and amounts properly due for Services rendered through the effective date of termination; and ( d) Confirmation that CITY is not reallocating available funds to procure substantially similar services from another vendor during

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
the upcoming fiscal year. CITY shall use reasonable efforts to secure continued funding to support the Agreement and shall promptly notify CONSULTANT of any funding risk that may affect ongoing performance
16) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two ( 2) Days by delivery of a hard copy of the material sent by facsimile transmission. Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Copy to: City of Lathrop
Information Systems Department
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7430
FAX: ( 209) 941- 7449
To Consultant:
17) Miscellaneous
Kaizen Laboratories, Inc.
17 W. 20th St. FL 5
New York, NY 10011
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b) Contract Terms Prevail. All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and attached exhibits, the terms of this Agreement shall prevail.
c) Controlling Law. The parties agree that this Agreement shall be governed

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
and construed by and in accordance with the Laws of the State of California.

Definitions. The definitions and terms are as defined in these specifications, including Exhibit A.

Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.

Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.

Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement.
h) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.

Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.

Reservation of Rights. CONSULTANT grants to CITY a limited right to use the Services and related Documentation under this Agreement. CITY will not have any rights to the Services, related Documentation, or Usage Data except as expressly granted in this Agreement. CITY acknowledges that all right, title and interest in and to all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, information, and other intellectual property ( a) conceived, discovered, developed or otherwise made ( as necessary to establish authorship, inventorship, or ownership) by CONSULTANT, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the Services, whether developed as part of the Services or separately, but excluding third party materials, and all derivatives thereof as well as the Documentation and Usage Data is and shall remain exclusively with CONSULTANT.

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

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
k) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.

I)
m)
Severability. The invalidity in whole or part of any provision of this Agreement shall not void or affect the validity of any other provision of this agreement. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.

Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY.

CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.
n) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
o) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
p) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, including reasonable attorney' sfees, incurred or expended in connection with such action against the non -prevailing party. 18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary insurances have been received. City shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed.

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
19) Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the. CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
Approved as to Form: City of Lathrop
Salvador Navarrete
City Attorney
Recommended for Approval: City of Lathrop
Approved by:

Resolution No.

Consultant:
i -L?e .oz‘
Date
Tony Fernandes Date
Director of Information Systems Department
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Kaizen Laboratories, Inc.
17 W. 20th St. FL 5
New York, NY 10011
Fed ID #
Business License #
Kshitij Shah Date
Chief Operating Officer
Nikhil Reddy Date
Chief Executive Officer

CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM

EXHIBIT A

KAIZEN ORDER FORM AND DIGITAL SERVICES TERMS AND CONDITIONS

ORDER FORM
Kaizen Laboratories Inc.
17 W 20th St Fl 5
New York, NY 10011

CUSTOMER INFORMATION
Bill to: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Primary Contact: Melissa Stathakopoulos
Primary Contact Phone: 209- 941- 7364
Primary Contact E -Mail:
mstathakopoulos@ci. lathrop. ca. us

SUMMARY OF SERVICES
re, Kaizen
Exhibit "A"
Effective Date: 2/ 9/026
Initial Service Term: 5 years
Renewal Term: 2 years
Contract Type: SaaS ( Annual License)
Payment Terms: SaaS - Net 30
Services Qty Unit Cost Total Fees
Annual Software Services Subscription 1 18, 500. 0 18, 500. 0 annually*
Support and Implementation Services:

Software Maintenance
Data Hosting
Technical Support and Customer Service
Recurring Staff Training
Design updates and user improvements
Kickoff Staff Training
1 0.0 0.0
Total onetime:

0.0 Total
annually:
18, 500. 00*
Hardware
Stripe S710 Card Readers
5 299. 00 1, 495. 00
Total: 1, 495. 00
The annual software subscription fee shall increase to twenty thousand dollars and zero cents ($ 20, 000.0) on the first anniversary of the Effective Date, after which the annual software subscription fee shall increase by five percent 5%) on each anniversary of the Effective Date during the Initial Service Term and Renewal Term, unless otherwise agreed by the parties in writing in connection with a Renewal Term.

Additional Fees
The Customer agrees to remunerate the Company a Technology Fee equal to 2% of the Gross Billing conducted through the Company Platform. Gross Billing includes all payments made via the Company Platform, whether by electronic means ( including credit card, ACH, or digital wallets) or online methods ( such as cash or check), and is inclusive of any associated payment processing fees.

Unless otherwise agreed in writing, Technology Fees will be automatically deducted from Gross Billing collected through the Platform' sintegrated payment processing system, prior to the remittance of net funds to the Customer. This reflects the default fee collection method for all transactions processed electronically through the Platform.

Responsibility for payment of this fee may be allocated to either the Customer or the End User, at the Customer' s discretion. The Customer may modify this allocation at any time during the Term by providing written notice to the Company. This change will be made within 30 days of such notice. For payments received by cash or check, the Company will issue a monthly invoice Technology Fee
to the Customer for the applicable transaction fees.

Transaction fees are non- refundable, including in the event of end -user or Customer -initiated refunds, in accordance with Section 4. 3 ofthe Terms and Conditions.

Estimated Gross Billing Baseline:

The Customer has provided historical revenue for FY24/Y25 indicating Gross Billing of approximately $ 525, 849 through the Platform. This reflects the anticipated transaction volume upon which the pricing and commercial structure of this Agreement is based.

While this estimate is not a guarantee of usage, the parties agree that it may be relied upon by the Company for purposes of calculating applicable fees, including any potential fees as described in the Terms and Conditions.

Technology Fee initial responsibility:

Paid by Customer • Paid by End User
The Customer or the End User of the Company Platform will be responsible for all payment processing fees, which at present time, are;
Credit, Debit, Apple/ Google Pay
o 2.9% + $ 0. 30 per transaction
Bank account/ ACH payment
o 0.8% ( capped at $ 5 total)
Cash and Check
o No payment processing fee
Payment Chargebacks
Processing Fees o A $ 15 chargeback/ disputeand 0. 21% fee ( of transaction value) may apply on each occurrence.

Invoices
o A 0.4% fee of invoice total
These rates are subject
third -party payment processor.
to change in accordance with the terms and conditions of the Company' s At any time during the Term, the Customer may modify which party - whether the Customer or the End User - is responsible for the payment of Payment Processing Fees, by providing written 1 notice to the Company. This change will be made within 30 days of such notice. Payment Processing Fees can also be integrated as a standardized price increase on all paid services conducted on the Company Platform.

For transactions processed electronically, the Platform is designed to automatically deduct applicable Technology Fees, Payment Processing Fees, and other standard charges that support normal Platform operation, prior to remitting net proceeds.

To enable this functionality, the Customer agrees to complete a simple setup process and maintain any necessary payment account configuration through the secure third - party provider integrated with the Platform. The Customer also acknowledges that, as part of standard operation, the Company may access the account configuration as needed to facilitate transaction processing, apply applicable fees, and ensure smooth funds handling.

Payment Processing Fees initial responsibility:

Paid by Customer Paid by End User

TERMS AND CONDITIONS

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

ORDER FORM VALIDITY

1. This Order Form is valid for execution until the earlier of sixty (60) days from the date of issuance. After that time, the pricing, terms, or availability may be subject to change at Company' sdiscretion.

ACCEPTANCE
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this Order Form and the Digital Services Terms and Conditions referenced above, including any attached Exhibits and any documents incorporated by reference therein. Together, these constitute the full Agreement between the parties.

Signature block on next page)
2 Signature Page to Order Form
N WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the Effective date.

CITY OF LATHROP KAIZEN LABORATORIES INC.

By:

Name: Name=
Title: [ Title
Date:

Billing
Address
By:

Name:

Title:

Date:

Billing
Address
Nikhil Reddy
Co -Founder & CEO
453 S Spring Street
Ste 400 PMB1177
Los Angeles, CA 90013
3 1. DEFINITIONS

1.. "Authorized User( s)" means any employee or
contractor of Customer that is authorized by Customer
to use the Services on its behalf and has created an
account in accordance with Section 2. 3.

1. 2. "
proprietary,
Company
web -
Platform"
based platform,
means
which
Company' s
provides
certain features and functionality relating to
administration of municipal spaces.

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

1. 4. "Documentation" means any user documentation, in
all forms ( e.g., user manuals, on- lie help files)
provided by Company which relate to the Services.

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

1. 6. "Scope Limitations" means the limitations on
Customer' s use of the Services specified in the Order
Form.

1. 7. "Services" means the services and materials set forth in an Order Form.

1. 8. "Usage Data" means any performance, analytical, or usage information relating to Customer' s and Users'
use of the Services which is generated or otherwise
collected by the Services and is in aggregated or
deidentified form only.

1.9. "User( s)" means any individual who uses the
Services, including both Authorized Users and End
Users.

1.0. " End User" means any User who is not the
Customer or an Authorized User, and who interacts
with the Company Platform in a customer - facing
capacity, such as a resident, participant, or member of the public submitting payments, registrations, or
requests through the Platform.

1.1. " Gross Billing" means the total dollar value of
all payments processed or facilitated through the

DIGITAL SERVICES TERMS AND CONDITIONS
These Digital Services Terms and Conditions ( the " Terms") are hereby incorporated into any Order Form ( defined below) that references the Terms ( the Terms together with the Order Form, the " Agreement"), and set forth the terms and conditions pursuant to which the customer entity identified in the applicable Order Form ( the " Customer") receives the services and materials set forth in the Order Form ( collectively, the " Services") from Kaizen Laboratories Inc. (the Company"). If there is a conflict between the Terms and an Order Form, the terms of the Order Form will control.

Company Platform during the Term, whether by
electronic means ( including credit card, ACH, or
digital wallet) or offline methods ( such as cash or
check), and inclusive of any applicable payment
processing fees.

1.2. " Module( s)" means a functional component of
the Company Platform that enables a specific
category of administrative or transactional User
workflow. Modules include, but are not limited to:

Facility Reservations, Point of Sale, Payment
Processing, Memberships, Day -Use Management,
Campground Reservations and Management,
Programming, Ticketing, Special Events, Access -
Based Controls, and other similar services or
functional groupings that may be added by mutual
agreement or documented in an Order Form or
implementation plan.

2. SERVICES

2. 1. Use of the Services. Subject to the terms and
conditions of this Agreement, Company grants to
Customer and its Authorized Users a limited,
worldwide, non- exclusive, non -transferable ( except
as permitted in Section 12. 4) right during the Term
defined below) to use the Services solely in
connection with Customer' s internal business
operations. Customer' s and its Authorized Users'
right to use the Services is subject to the Scope
Limitations and contingent upon their compliance
with the Scope Limitations.

2.. Use of the Documentation. Subject to the terms and
conditions of this Agreement, Company grants to
Customer and its Authorized Users a limited,
worldwide, non- exclusive, non -transferable ( except
as permitted in Section 12. 4) license, without right of sublicense, during the Term to reproduce, without
modification, and internally use a reasonable number
of copies of the Documentation solely in connection
with their use of the Services in accordance with this
Agreement.

2. 3. Authorized Users. To access the Services, Customer and its Authorized Users will be required to register
for an account. When registering for an account,
Customer and its Authorized Users will be required to
provide Company with certain registration
information ( including, the Customer' sname, email
4 address, account password, and other contact
information). Customer acknowledges and agrees that
the information provided to Company is accurate,
complete, and not misleading, and that Company will,
and will require that its Authorized Users, keep such
information accurate and up to date at all times. Each
account created by a Authorized User is personal to
that specific individual and may not be transferred,
sold or otherwise assigned to or shared with any other
individual or entity. Customer is primarily responsible for maintaining the confidentiality of its account and
password and those of its Authorized Users, and
Customer accepts responsibility for all activities that occur under its and its Users' accounts. Customer will
immediately notify Company upon becoming aware,
or having a reasonable basis to believe, that its or its Users' accounts are no longer secure.

2. 4. Use Restrictions. Except as otherwise explicitly
provided in this Agreement or as may be
expressly permitted by applicable law, Customer will
not, and will not permit or authorize third parties or its Users to: (a) rent, lease, or otherwise permit third
parties to use the Services or related Documentation;
b) use the Services to provide services to third parties e.g., as a service bureau); (c) use the Services for any benchmarking activity or in connection with the
development of any competitive product; ( d)
circumvent or disable any security or other
technological features or measures of the Services; ( e) reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object
code or underlying structure, ideas, know how or
algorithms relevant to the Services or any software,
Documentation or data related to the Services; or ( f)
remove any proprietary notices or labels included as
part of the Services. Company may immediately
suspend access to or use of the Service by Customer
and its Authorized Users upon notice to Customer for
any breach of this Section 2. 4.

2. 5. Reservation of Rights. Company grants to
Customer a limited right to use the Services and
related Documentation under this Agreement.

Customer will not have any rights to the Services,
related Documentation, or Usage Data except as
expressly granted in this Agreement. Customer
acknowledges that all right, title and interest in and to all works of authorship, inventions, discoveries,
improvements, methods, processes, formulas,
designs, techniques, information, and other
intellectual property ( a) conceived, discovered,
developed or otherwise made ( as necessary to
establish authorship, inventorship, or ownership) by
Company, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the
Services, whether developed as part of the Services or
separately, but excluding third party materials, and
all derivatives thereof as well as the Documentation
and Usage Data is and shall remain exclusively with
Company. Company reserves to itself all rights to the
Services, related Documentation, and Usage Data not
expressly granted to Customer in accordance with this
Agreement.

2. 6. Feedback. If Customer or any of its Authorized Users provides any feedback to Company concerning the
functionality and performance of the Services
including identifying potential errors and
improvements), Customer hereby grants Company an
unrestricted, perpetual, irrevocable, non- exclusive,
fully paid -up, royalty -free license to exploit such
feedback in any manner and for any purpose,
including to improve the Services and create other
products and services. Company will have no
obligation to provide Customer or its Authorized
Users with attribution for any such feedback.

2. 7. Customer Data License. Customer hereby grants
Company, during the term of this Agreement, a
worldwide, non- exclusive, royalty -free, fully paid -up, irrevocable, non- sublicensable, non -transferable
except as permitted in Section 12. 4) license to
collect, use, store, modify, disclose, publicly display, reproduce, transmit, and otherwise process Customer
Data solely: (1) in connection with the Services and
Company' s
related applications; and ( 2) as otherwise
provided for under this Agreement, including to
collect, generate, and derive Usage Data. Company
will maintain an industry -standard security program
that is designed to prevent unauthorized access to or
use of Customer Data. For purposes of this
Agreement, confidential information of Customer
does not include Customer Data.

2. 8. Usage Data. Company and the Services collect,
generate, and derive Usage
business purposes, including to: (
Data
a)
for
track
Company' s
usage for
billing purposes; ( b) monitor the performance,
security, integrity, availability, and stability of the Services; ( c) prevent or address technical issues with the Services; and ( d) improve the Services and
develop derivative and new products and services.

Customer will not, and will require that its Authorized Users do not, interfere with the collection of Usage
Data. As between the parties, Company owns all right,
title, and interest, including all intellectual property rights in and to, the Usage Data, the know- how and
analytical results generated in the processing and use
of Usage Data, and any new products, services, and
developments, modifications, customizations, or
improvements to the Services made based on the
5 Usage Data. Company will not disclose Usage Data
externally, including in benchmarks or reports, unless
such Usage Data has been ( a) de -identified so that it does not individually identify Customer or any User
and ( b) aggregated with usage data from other Users
of the Service.

2. 9. Maintenance. Company will provide maintenance
and support services as described in Attachment B,
which is incorporated by reference and may be
updated from time to time. The version in effect as of
the Effective Date will govern during the Term, unless
otherwise agreed in writing.

2. 10. Platform Exclusivity. Customer agrees that,
within twelve ( 12) months of the Effective Date, all
transactions and service workflows associated with
the Modules listed in this Agreement shall be
processed exclusively through the Company Platform.

Customer shall not implement or maintain duplicative
systems, platforms, or third -party vendors for the
same functional use cases defined in the applicable
Order Form or any associated implementation
documentation. This exclusivity is intended to ensure
a consistent user experience, accurate reporting, and
full realization of the platform' s
value. Exceptions to
this obligation must be agreed to in writing by the
Company in advance.

3. CUSTOMER RESPONSIBILITIES

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

Customer will cooperate and assist with any actions
taken by Company to prevent or terminate
unauthorized use of the Services or related
Documentation.

3. 2. Compliance with Laws. Customer will, and will
require that its Authorized Users, use the Services and related Documentation only in compliance with all
applicable laws and regulations, including but not
limited to laws concerning privacy, data protection,
accessibility, and digital communications. Customer
shall also comply with Company' sPrivacy Policy,
available at https:// www. kaizenlabs. co/ privacypolicy/, which is incorporated by reference and may be updated by Company from time to time in
accordance with applicable law. Customer is solely
responsible for establishing and maintaining its own
internal policies, practices, and compliance measures
regarding the collection, use, and disclosure of data
from its End Users, participants, or constituents
through the Services. This includes but is not limited
to providing any required notices, obtaining valid
consents, and responding to data subject requests,
where applicable. Company disclaims any
responsibility or liability arising from Customer' s
failure to fulfill such obligations.

3.. Export Controls. Customer will not remove or export from the United States or allow the export or re- export of the Services, or anything related thereto or any
direct product thereof, in violation of any restrictions, laws or regulations of the United States Department
of Commerce, the United States Department of
Treasury Office of Foreign Assets Control, or any
other United States or foreign agency or authority. As
defined in FAR section 2. 101, the Company Platform
and Documentation are " commercial items" and
according to DFAR section 252. 2277014( a)(1) and
5) are deemed to be " commercial computer software"
and " commercial computer software documentation."
Consistent with DFAR section 227. 7202 and FAR
section 12. 212, any use modification, reproduction,
release, performance; display, or disclosure of such
commercial software or commercial software
documentation by the U. S. Government will be
governed solely by the terms of this Agreement and
will be prohibited except to the extent expressly
permitted by the terms of this Agreement.

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

4. FEES AND PAYMENT

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

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

4. 3. Non- Refundability of Transaction Fees. Kaizen' s Platform transaction fees are earned at the time of
processing and are non- refundable, regardless of
whether the underlying payment is later refunded,
reversed, canceled, or disputed by the Customer or
any End User. Refunds of the underlying service
amount may be issued by either the Customer or an
End User, for any reason, including service
cancellations, schedule changes, or participant
withdrawals. However, such refunds do not alter or
reverse the Transaction Fees assessed by Kaizen in
connection with the original transaction.

Responsibility for funding the value of any refund
shall depend on the party designated as the payer
under the applicable contract structure at the time of
the transaction. Where Kaizen manages or administers
the underlying payment processing account on the
Customer' s behalf, Kaizen may process refunds or
disbursements of Customer -held funds only upon
written instruction from the Customer. In all cases,
Kaizen' s Transaction Fees will remain due and
payable and will not be refunded, offset, or credited.

5. CONFIDENTIALITY

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

5. 2. Confidentiality. The Receiving Party shall not
disclose or use any Confidential Information of the
Disclosing Party except as reasonably necessary to
perform its obligations or exercise its rights under this Agreement. Without limiting the foregoing, the
Receiving Party shall use the same degree of care that
it uses to protect the confidentiality of its own
confidential information of like kind, but in no event
less than reasonable care. The Receiving Party shall
ensure that any employees or any third parties who
receive access to the Confidential Information of the
Disclosing Party are subject to a written agreement
containing terms regarding the use and disclosure of
Confidential Information consistent with those herein.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the
same manner that it protects the confidentiality of its own proprietary and confidential information of like
kind, but in no event shall either party exercise less
than reasonable care in protecting such Confidential
Information. If the Receiving Party discloses or uses
or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of this
Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being
specifically acknowledged by the parties that any
other available remedies are inadequate.

5. 3. Required Disclosures. Nothing in this Agreement
prohibits either party from making disclosures,
including of Confidential Information, if required by
law, subpoena or court order, provided ( if permitted
by law) it notifies the other party in advance and
cooperates in any effort to obtain confidential
treatment. The parties acknowledge that Customer
may be subject to federal, state, or local laws requiring public disclosure of certain records, including but not limited to the Freedom of Information Act (" FOIA")
or applicable state public records laws. If Customer
receives a
request for records that may include
Company' s
Confidential Information, proprietary
information, or trade secrets, Customer agrees to ( a)
promptly notify Company in writing, to the extent
permitted by law, and ( b) provide reasonable
7 cooperation, at Company' s expense, in seeking
confidential treatment or legal protection of such
information. Company acknowledges that final
disclosure determinations lie with the Customer, but
nothing in this Agreement waives Company' srights
to seek protective orders or other remedies under
applicable law. The parties further agree that any
pricing, platform documentation, technical materials,
and non- public Usage Data constitute " Confidential
Information" under this Agreement and should be
treated as such to the maximum extent permitted by
law.

6. TERM AND TERMINATION

6. 1. Term. This Agreement will commence on the
Effective Date and will remain in effect for the Initial Service Term set forth in the applicable Order Form,
unless terminated earlier in accordance with its terms.

Thereafter, the Agreement may renew for the
Renewal Term specified in the Order Form, unless
either party provides written notice of non -renewal at least one hundred eighty ( 180) days prior to the end of the then -current term. Company reserves the right to
adjust its pricing for any Renewal Term. Any such
pricing adjustment will be communicated to Customer
in writing at least one hundred eighty ( 180) days
before the start of the applicable Renewal Term.

Unless otherwise agreed in the Order Form, pricing
for any Renewal Term may reflect changes in
Company' sstandard pricing, service features, scope,
or third -party costs.

6. 2. Termination for Material Breach. Either party may terminate this Agreement ( including all Order
Forms) if the other party does not cure its material
breach of this Agreement within 30 days of receiving
written notice of the material breach from the non -
breaching party. Termination in accordance with
this Section 6. 2 will take effect when the breaching
party receives written notice of termination from the
non -breaching party, which notice must not be
delivered until the breaching party has failed to cure
its material breach during the 30 -day cure period. If
Customer fails to timely pay any undisputed fees,
Company may, without limitation to any of its other
rights or remedies, suspend performance of the
Services until it receives all amounts due.

6. 3. Termination for Convenience ( Only if Requested and Granted in Writing). Customer may terminate this
Agreement or any active Order Form for convenience
only if: (a) the right to terminate for convenience was specifically requested by Customer and approved by
Company in writing during contract negotiations
typically via the applicable Order Form); and ( b)
Customer provides a second, formal termination
notice in writing at least ninety ( 90) days prior to the intended termination effective date. This right may
only be exercised within the first twelve ( 12) months
following the Effective Date. No termination for
convenience will be permitted after the first contract
year. If granted, any such termination shall be
effective only at the end of the then -current annual
contract period and is further conditioned on the
following:
1) If the Customer is on a Revenue Share model:

Customer shall pay a Separation Fee equal to the
greater of: Fifty percent ( 50%) of the expected Gross
Billing revenue share payable to Company ( based on
historical usage or Customer - provided budget
forecasts); or Fifty percent ( 50%) of the total annual contract value as defined in the Order Form. If the
Customer is on a SaaS annual license model: No
refund will be issued for any prepaid annual fees. The
Separation Fee reflects a good -faith estimate of
Company' sreliance interest in entering into this
Agreement, including unrecovered implementation,
infrastructure, and service delivery costs. It is not a penalty.
2) Full return of any Company -provided hardware in
materially functional condition, or reimbursement of
Company' s original cost of such hardware if not
returned or returned damaged; and
3) Written certification by an authorized Customer
representative confirming that all use of the Company
Platform and Services has ceased as of the termination
effective date.

6. 4. Termination for Non -Appropriation. Customer may
terminate this Agreement solely in the event that
sufficient funds are not appropriated by its governing
body to fulfill its payment obligations for the
upcoming fiscal year, and no other legally available
funds exist to continue this Agreement. Any such
termination shall be effective only at the end of the
then -current fiscal year and only upon all of the
following conditions being met: (a) At least thirty ( 30) days' prior written notice to Company, upon
becoming aware that future funding will not be
appropriated; ( b) Written certification by an
authorized financial officer of the Customer stating
that funding is not available and cannot be lawfully
reallocated or otherwise obtained to meet the
Customer' s
obligations under this Agreement; ( c)
Payment of all fees and amounts properly due for
Services rendered through the effective date of
termination; and ( d) Confirmation that Customer is
not reallocating available funds to procure
substantially similar services from another vendor
during the upcoming fiscal year. Customer shall use
reasonable efforts to secure continued funding to
support the Agreement and shall promptly notify
8 Company of any funding risk that may affect ongoing
performance.

6. 5. Post -Termination Obligations. If this Agreement is terminated for any reason, ( a) Customer will pay to
Company any fees or other amounts that have accrued
prior to the effective date ofthe termination, including any applicable Separation Fee under Section 6.3, if
termination was for convenience ( b) any and all
liabilities accrued prior to the effective date of the
termination will survive, and ( c) Customer will
provide Company with a written certification signed
by an authorized Customer representative certifying
that all use of the Services and related Documentation
by Customer and its Users has been discontinued. All
definitions and the following provisions shall survive
termination or expiration of this Agreement: Sections
1, 2.6, 4. 3, 5, 6. 3, 6.4, 7, 10, and 12.

7. WARRANTY AND DISCLAIMER

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

7. 2. Company Warranties. Company represents and
warrants that the Services will perform materially in
accordance with its Documentation, and will be
provided in a workmanlike manner consistent with
applicable laws. The foregoing warranty does not
apply to ( a) any Services that have been used in a
manner other than as set forth in this Agreement, or
b) any pre- release features, functionality, or beta
software services that Customer elects to use in the
beta phase of development. For any breach of the
Services warranty, Company will repair or replace
any nonconforming Services so that the affected
portion of the Services operates as warranted. If
Company is unable to do so, Customer may terminate
the Agreement and will be entitled to a refund of the
pre -paid, unused portion of the fees from the date of
the discovery of the defect. Customer must give
written notice of any claim under this warranty to
Company within 90 days of Customer discovering the
defect to receive such warranty remedies. This
Section 7. 2 states Company' s
sole and exclusive
liability, and Customer' ssole and exclusive remedy,
for the actual or alleged breach of warranty.

7. 3 Customer Warranties. Customer represents and
warrants to Company that: (a) it and its Authorized
Users will comply with all applicable laws in
connection with its obligations under this Agreement
and their use of the Services; and ( b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority
to fully comply with its obligations under this
Agreement without violating applicable laws,
infringing, misappropriating, or otherwise diluting
any third -party rights (including intellectual property, publicity, privacy, or other proprietary rights), or
breaching any terms or conditions in any agreement
or privacy policies with a third party.

7. 4. Disclaimer. EXCEPT FOR THE EXPRESS

REPRESENTATIONS ' AND WARRANTIES
STATED IN THIS SECTION 7, COMPANY

MAKES NO ADDITIONAL REPRESENTATION

OR WARRANTY OF ANY KIND WHETHER

EXPRESS, IMPLIED ( EITHER IN FACT OR BY

OPERATION OF LAW), OR STATUTORY, AS TO
ANY MATTER WHATSOEVER. COMPANY

EXPRESSLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE,

QUALITY, ACCURACY, TITLE, AND NON -
INFRINGEMENT. COMPANY DOES NOT

WARRANT AGAINST INTERFERENCE WITH
THE ENJOYMENT OF THE SERVICES.

COMPANY DOES NOT WARRANT THAT THE

SERVICES ARE ERROR - FREE OR THAT

OPERATION OF THE SERVICES WILL BE
SECURE OR UNINTERRUPTED. COMPANY

DOES NOT WARRANT THAT ANY
INFORMATION PROVIDED THROUGH the

SERVICES IS ACCURATE OR COMPLETE OR

THAT ANY INFORMATION PROVIDED

THROUGH THE SERVICES WILL ALWAYS BE
AVAILABLE. COMPANY EXERCISES NO

CONTROL OVER AND EXPRESSLY DISCLAIMS

ANY LIABILITY ARISING OUT OF OR BASED

UPON THE RESULTS OF CUSTOMER' S USE OF
THE SERVICES.

8. INTELLECTUAL PROPERTY

INFRINGEMENT

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

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

8. 2. Indemnification of Infringement Claims. Company
will indemnify Customer from and pay ( a) all
damages, costs, and attorneys' fees finally awarded
against Customer in any Claim under Section 8.1;
b) all out-f- pocket costs ( including reasonable
attorneys' fees) reasonably incurred by Customer in
connection with the defense of a Claim under
Section 8. 1 (other than attorneys' fees and costs
incurred without Company' sconsent after Company
has accepted defense of the Claim); and ( c) all
amounts that Company agrees to pay to any third party
to settle any Claim under Section 8. 1.

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

8. 4.
sole
Limited
and exclusive
Remedy.
liability,
This Section
and Customer' s
8 states Company' s
sole and
exclusive remedy, for the actual or alleged
infringement or misappropriation of any third -party
intellectual property right by the Services.

9. CUSTOMER INDEMNIFICATION

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

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

10. LIMITATIONS OF LIABILITY

10. .Disclaimer of Indirect Damages.

NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS

AGREEMENT, NEITHER PARTY WILL, UNDER

ANY CIRCUMSTANCES, BE LIABLE TO THE

OTHER PARTY FOR CONSEQUENTIAL,

INCIDENTAL, SPECIAL, OR EXEMPLARY

DAMAGES ARISING OUT OF OR RELATED TO

THIS AGREEMENT, INCLUDING BUT NOT

LIMITED TO LOST PROFITS OR LOSS OF

BUSINESS, EVEN IF SUCH PARTY IS

APPRISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING.

10. 2 . Cap on Liability. UNDER NO CIRCUMSTANCES

WILL COMPANY' STOTAL LIABILITY OF ALL

KINDS ARISING OUT OF OR RELATED TO

THIS AGREEMENT ( INCLUDING BUT NOT

LIMITED TO WARRANTY CLAIMS),

REGARDLESS OF THE FORUM AND

REGARDLESS OF WHETHER ANY ACTION OR

CLAIM IS BASED ON CONTRACT, TORT, OR
OTHERWISE, EXCEED $ 10, 000. THE

COMPANY RESERVES THE RIGHT TO

REEVALUTE THIS AMOUNT UPON
AGREEMENT RENEWAL DATES.

10. 3. Independent Allocations of Risk. EACH

PROVISION OF THIS AGREEMENT THAT

PROVIDES FOR A LIMITATION OF LIABILITY,

DISCLAIMER OF WARRANTIES, OR

EXCLUSION OF DAMAGES IS TO ALLOCATE

THE RISKS OF THIS AGREEMENT BETWEEN
THE PARTIES. THIS ALLOCATION IS

REFLECTED IN THE PRICING OFFERED BY

COMPANY TO CUSTOMER AND IS AN
10 ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES. EACH OF

THESE PROVISIONS IS SEVERABLE AND

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

NOTWITHSTANDING THE FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY IN THIS AGREEMENT.

11. INSURANCE

11. . During performing services under this Agreement,
Company agrees to maintain the following levels of
insurance: ( a) Commercial General Liability of at
least $ 1, 000,00; (b) Automobile Liability of at least 1, 000,0; (c) Professional Liability of at least
2, 000,00; and ( d) Workers Compensation
complying with applicable statutory requirements.

Company will provide Customer with copies of
certificates of insurance upon written request.

12. GENERAL

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

12. 2 . Publicity. Company may include Customer and its trademarks in Company' s
customer lists and
promotional materials but will cease further use at
Customer' swritten request.

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

12. 4. Subcontractors. Company may utilize a
subcontractor or other third party to perform its duties under this Agreement so long as Company remains
responsible for all of its obligations under this
Agreement.

12. 5. Notices. Any notice required or permitted to be
given in accordance with this Agreement will be
effective if it is in writing and sent by ( a) certified or registered mail, or insured courier, return receipt
requested, or (b) by email to the appropriate party at
the address set forth on the signature page of this
Agreement and with the appropriate postage affixed.

Either party may change its address for receipt of
notice by notice to the other party in accordance with
this Section 12. 6. Notices are deemed given two
business days following the date of mailing or one
business day following delivery to a courier.

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

12. 7 Cooperative Purchasing. As permitted by applicable law, Customer has authorized this Agreement for
cooperative procurement purposes. Other eligible
public agencies, including cities, counties, and state
agencies, may procure services directly from the
Company under this Agreement. The terms, scope,
and pricing for each such transaction may be adjusted
to reflect the specific operational, procurement, or
budgetary needs of the participating agency, subject
to mutual agreement between the Company and such
agency. Company expressly reserves the right to
revise pricing, implementation schedules, or legal
terms when entering into a separate agreement with
any participating public entity. Each participating
agency shall be solely responsible for its own
contract execution, compliance with applicable
procurement laws, acceptance and use of the
Services, and payment of any associated fees. Use of
this Agreement by other public agencies shall not
create any obligation or liability —financial or
otherwise — on the part of the originating Customer.

The Company shall include in any cooperative use
contract a clause indemnifying and holding harmless
the originating Customer from any claims, demands,
or liabilities arising out of such participation.

Company shall maintain a list of public entities
utilizing this Agreement and report aggregate annual
usage data upon request. Nothing herein guarantees
any usage by other public entities or establishes any
agency, joint venture, or employment relationship
between them and the originating Customer.

12. 8 . Governing Law. This Agreement shall be governed by the laws of the Customer' sjurisdiction, and any
legal action concerning the provisions hereof shall be
brought in the courts located in the Customer' s
jurisdiction.

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

12.0 Severability; Counterparts. If any part of this
Agreement is found to be illegal, unenforceable, or
invalid, the remaining portions of this Agreement
will remain in full force and effect. If any material
limitation or restriction on the use of the Services
under this Agreement is found to be illegal,
unenforceable, or invalid, Customer' sright to use the
Services will immediately terminate. This Agreement
may be executed in any number of identical
counterparts, notwithstanding that the parties have
not signed the same counterpart, with the same effect
as if the parties had signed the same document. All
counterparts will be construed as and constitute the
same agreement. This Agreement may also be
executed and delivered by facsimile and such
execution and delivery will have the same force and
effect of an original document with original
signatures.

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

HARDWARE TERMS
The Company and Customer will collaborate to determine the quantity and specifications of hardware required to support the Customer' s use of the Company Platform, including but not limited to barcode scanners, self-ervice kiosks, and physical credit card readers ( the " Hardware"). Final Hardware requirements, including quantities, models, locations, and applicable fees, will be defined and agreed upon in the Order Form or a mutually executed amendment referencing this Attachment.

Unless otherwise specified in the Order Form:
o The Company will source, configure, and ship the Hardware; o Any applicable Hardware fees will be set forth in the Order Form; o Title to Hardware for which the Customer pays a listed fee will transfer to the Customer upon delivery and full payment;
o Hardware provided at no cost remains the property of the Company and must be returned in materially functional condition upon request or termination.

The Company may provide additional Hardware during the Term ifjointly agreed in writing based on operational need or expansion of Services. Any such additions will be governed by this Attachment and documented via an updated Order Form or written addendum.

ATTACHMENT B

MAINTENANCE AND SUPPORT SERVICES
The Customer' s use of the Services is subject to the Company' sstandard Maintenance and Support Terms,
mai ntenance- sery
which are
ices/.
incorporated by reference and available at: https:// www. kaizenlabs. co/ legal/ exhibit- b These terms may be updated by the Company from time to time to reflect changes in service levels, support channels, or response times. Any such updates will not materially reduce the level of support provided during the then -current Term without prior written notice to Customer. The version of Attachment B in effect as of the Effective Date of the applicable Order Form will govern unless otherwise agreed in writing.
13 Attachment C
RESOLUTION NO. 26- 5958

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

APPROVE SOFTWARE AS A SERVICE AGREEMENT WITH KAIZEN
LABORATORIES, INC. TO PROVIDE RECREATION REGISTRATION SOFTWARE

MANAGEMENT SYSTEM FOR PARKS AND RECREATION AND APPROVE

BUDGET ADJUSTMENT
WHEREAS, the current software used by the Parks and Recreation Department to manage public registration for recreational activities has reached end of life and is no longer supported; and
WHEREAS, as a result, replacement software is required to ensure the continued ability to manage recreation program registrations for the City of Lathrop; and
WHEREAS, in response to a Request for Proposals ( RFP), eight ( 8) proposals were received; and
WHEREAS, determined that Kaizen Laboratories, Inc. submitted the most responsive proposal; and
WHEREAS, sufficient funds were not included in the City Council approved budget for the fiscal year 25-6 or 26-7; and
WHEREAS, staff requests a budget adjustment from the General Fund to increase expenditures by $ 19, 995 for fiscal year 2025-6 and $ 15, 000 for fiscal year 2026-7; and
WHEREAS, staff recommends that the City Council approve a Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve the budget adjustment to increase the expenditures as detailed below.

Increase expenditures
FY 25-6 1010- 3- 01- 435- 10- 0 $19, 995
FY 26-7 1010- 3- 01- 435- 10- 0 $15, 000
Resolution No. 26- 5958
The foregoing Resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES: Diallo, Dresser, Lazard, Torres -O' Callaghan, and Akinjo NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
11 eresa Vargas, ity Clerk Salvador Navarrete, City Attorney Paul Akin
APPROVED AS TO FORM:

Resolution No. 26- 5958

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