Palo Alto City Council
June 1, 2026

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

CITY OF PALO ALTO CONTRACT NO. C27197243

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND EUNA SOLUTIONS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2026 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and EUNA SOLUTIONS , INC. , a Delaware Corporation, located at 1155 Perimeter Center West, Suite 500, Sandy S prings, CA, 30338 (“CONSULTANT”).

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS

A. CITY intends to modernize its budget and publishing software (the “Project”) and desires to engage a consultant to upgrade to Euna Budget Pro, implement OpenBook & Budget Book, develop new integrations with SAP, perform a business process review, and improve its reporting capabilities in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.

C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from July 1, 2026, through June 30, 2031 with Two One-Year Optional Extensions until June 30, 2033 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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timely manner based upon the circumstances and direction communicated to the CONSULTANT.

CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed ONE MILLION TWO HUNDRED THIRTY- FOUR THOUSAND ONE HUNDRED NINETY-THREE Dollars ($1,234,193). T he hourly schedule of rates , if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of EIGHTY-EIGHT THOUSAND THIRTY-SEVEN Dollars ($88,037) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed ONE MILLION THREE HUNDRED TWENTY-TWO THOUSAND TWO HUNDRED THIRTY Dollars
($1,322,230), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services , if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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amount of compensation set forth for Additional Services in this Section 4 .

CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C -1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to [email protected]. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder wit hout the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Notwithstanding the foregoing, CONSULTANT may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of CONSULTANT’s assets without CITY’s consent but CONSULTANT shall provide notice to CITY and agrees that assignee shall assume all obligations under this Agreement.

Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Mack Unyi Email:

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[email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s IT Project Manager is Andrew Raj , Information Technology Department, Project Management Office, 250 Hamilton Ave , Palo Alto, CA , zipcode: 94301, Email:

[email protected] CITY’s O MB Project Manager is Robert Valentukonis, Administrative Services Department, Office of Management and Budget, 250 Hamilton Ave, Palo Alto, CA, zipcode 94301, Email: [email protected]. CITY’s Project Managers will be CONSULTANT’s point of contact s with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of CITY shall be owned by CONSULTANT. CONSULTANT hereby grants CITY a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non- exclusive, worldwide, non- transferable, non -sublicensable, fully paid- up, royalty- free and perpetual basis to the extent necessary to enable CITY to make reasonable use of the Deliverables and the Professional Services.

SAAS IP and Documentation. CITY acknowledges that, as between CITY and CONSULTANT, CONSULTANT owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third- party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products.

SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for two (2) years from the date of final payment, unless longer as required by law, CONSULTANT’s records pertaining to matters covered by this Agreement , including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor) .

CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least two (2 ) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

16.1. CONSULTANT shall indemnify, defend, and hold harmless CITY and its agents, officers, directors and employees (“CITY Parties”) from and against any and all losses, damages, liabilities, costs, including reasonable attorneys’ fees (”Losses”) incurred by CIT Y Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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Parties resulting from any third-party claim, suit, action or proceeding (”Third Party Claim”) that the SaaS, Software or Hardware, or any use of the SaaS, Software or Hardware in accordance with this Agreement, infringes or misappropriates such third part y’s intellectual property rights or for any Third Party Claim based on CONSULTANT’s negligence or willful misconduct.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.

16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause , by giving thirty (30) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

In addition to any other express termination right set forth in this Agreement:

i. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
ii. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).

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19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.

CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.

CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Al to Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.

21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

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SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.

CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.

Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

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28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.

SECTION 29. MISCELLANEOUS PROVISIONS.

29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.

29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.

29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.

29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.

SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS
EXHIBIT G: CONSULTANT END USER LICENSE AGREEMENT

THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
CONTRACT No. C27197243

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

EUNA SOLUTIONS, INC.

Officer 1

By: ________________________________

Name: ______________________________

Title: _______________________________

Officer 2

By: ________________________________

Name: ______________________________

Title: _______________________________

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63 Melissa McCabe
Chief Sales Officer
Rob Crocker
Chief Financial Officer

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

In the Scope of Services tables, entries in the column headed “Scope of Services” are defined as follows:

Entry Meaning

In scope
The task or function is within the scope of services to be undertaken by CONSULTANT, with such help from the CITY
as detailed in the item description. There may be additional refinement of the scope.

CITY task
The task or function is not within the scope of services to be undertaken by CONSULTANT, but will be undertaken by the CITY, with such help from CONSULTANT as is detailed in the item description. There may be additional information
qualifying this.

Not in scope The task or function is not within the scope of services to be undertaken by CONSULANT, nor will it be undertaken by CITY

Shared Task
The task or function is within the scope of services to be undertaken by both CONSULTANT and CITY as detailed in the item description. CITY and CONSULTANT will determine how to share the responsibility for the task in a way that respects the estimate project hour commitment agreed to here

Budget Book Studio Guided Implementation
CITY will be responsible for creating the Views in Euna Budget and using the training content provided to guide through configuring the layout and content of that data in each Digital Budget Book you build. CONSULTANT’s assistance in this shall be delivered remote over a period not exceeding 8 weeks and a total of 40 hours. Where the source system is not Euna Budget, CITY is responsible for providing clean well-organized data in CSV files for upload.

CITY will need to provide CONSULTANT with a well formatted sample of the intended budget book in order to provide recommendations for how to recreate that sample in Budget Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
Book Studio.

Function, Feature, or
Service Description
Scope of
Services
Budget Book
Analysis
CONSULTANT will do an initial analysis of the existing
Budget Book. This will be used to inform
recommendations on configuration changes needed to
the Euna Budget data model to accommodate the budget
book layout. This will also be used to make
recommendations for the creation of Views within Euna
Budget, in order to pull the data identified in the sample into Budget Book Studio for a report or section of a
report within the sample budget book. This will also be used to provide suggestion how to ideally use the native Budget Book Studio functionality in order to produce a
budget book similar to the sample budget book.

In Scope
Review of
Account
Structure Data
Model
CONSULTANT will do an analysis of the CITY's
existing data model in Euna Budget Pro in order to
determine how recommended configuration changes will
need to be made to accommodate the sample budget
book in line with what the CITY already has configured.

In Scope
Account Structure
Configuration
Changes
Within Euna Budget Pro, an existing account string
should already be set for data elements such as:

• Division/Department hierarchy;
• Fund Categories and Funds;
• Account Categories and Expense and Revenue GL
Accounts
• Statistical Account Categories and Statistical Accounts • Other Chart of Account Segment Values
• Performance Measure Units

The Euna Budget Implementation may includes services
to setup the account structure configuration for the items listed above. However, the Budget Book Studio
implementation does not include services to make
substantial changes to the existing account string or
relationships between the account string data structures that were created during the initial Euna Budget Pro
implementation. It only includes building additional
entities/fields upon existing data elements to account for missing data compared to the sample budget book. This
includes fields such as narrative fields or entities such as

Not in Scope
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
roll-up reporting elements to support data aggregation in reports.

Additional Module
Implementation
In the case where the sample budget book contains data
that exists within a module that has not been utilized, implemented or purchased by the CITY, the CITY is
responsible for configuration and data entry within that module. For example, if a section of the sample budget
book contains performance measure data, but that module is not utilized in Euna Budget Pro, then the CITY will
need to configure and fill data into that module to facilitate creation of that report section within Budget Book Studio.

Not in Scope
Import Supporting
Data within Euna
Budget Pro
CONSULTANT will do an analysis of the CITY's existing
data model in Euna Budget Pro in order to determine how recommended configuration changes will need to be made
to accommodate the sample budget book in line with what the CITY already has configured. Should data importing
be needed into any additional entities/fields that have been newly configured in the data model, the CITY and project lead will determine how to share the responsibility for importing data values in those entities/fields, in a way that respects the 40 hours allocated for the
total project.

Shared Task
Import Supporting
Data within Budget
Book Studio
CONSULTANT will train the CITY on the features
available within Budget Book Studio and guide the CITY
through ideal use of the features in order to develop the sample budget book. Should data importing be needed, the CITY and project lead will determine how to share the
responsibility for importing data values in those
entities/fields, in a way that respects the 40 hours
allocated for the total project.

Shared Task
Data Model
Configuration &
Testing Integration
from Euna Budget
Following the budget book analysis and review of account structure data model, CONSULTANT will run working
sessions to do some initial configuration needed to the existing data model with entities/fields to support creation of the sample budget book layout in Budget Book Studio as well as provide guidance to the CITY on the creation of custom entities, fields, and views.

In Scope
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
Additional Module
Implementation
In the case where the sample budget book contains data
that exists within a module that has not been utilized, implemented or purchased by the CITY, the CITY is
responsible for configuration and data entry within that module. For example, if a section of the sample budget
book contains performance measure data, but that module is not utilized in Euna Budget Pro, then the CITY will
need to configure and fill data into that module to facilitate creation of that report section within Budget Book Studio.

Not in Scope
Train the Trainer
Training
CONSULTANT will provide training through online
content and webinar style training sessions, including an optional introduction for newcomers to OpenBook.

In Scope
Guidance on
Budget Book
Creation
CONSULTANT will provide guidance and work
assistance to client on how to complete the creation of the budget book sample within Budget Book Studio,
including tasks such as:

1. Manual input of values deemed non-automatable

2. Insertion of unstructured data from files such as
images, maps, award certificates, and charts

3. Sharing experience of layout and content options

Shared Task
Budget Book
Creation
CONSULTANT will not create the provided budget
book sample within Budget Book Studio. They will
provide configuration of the Euna Budget Pro data
model, analysis on essential View creation, training on the Budget Book Studio product, expertise on best use of the Budget Book Studio features and support through the initial budget book creation steps.

CITY Task
Custom Reporting
Entity Creation
The creation of the Budget Book will rely on out of the box reporting entities available within the Euna Budget
product. Should a custom reporting entity be needed, this will require a separate change order contract for the
Technical Services team to create that custom reporting entity.

Not in Scope

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

HR Data Sync

HR Data Sync
Automated facility to synchronize Personnel data between Euna Budget and CITY’s HR or payroll system. This
integration synchronizes:

• New, deleted, and updated employees;
• New, deleted, and updated positions;
• Changes in employee-position relationships;
• Changes in position-costing center relationships.

The integration of profiles (bargaining units), grades, steps, pay scales and benefits shall not be included unless
expressly referred to in the “Customizations” section of this Scope of Work.

Notwithstanding responses to Requests for Proposals or
other communications between CONSULTANT and CITY,
the integration of custom chart field items is not included unless expressly set out in the “Customizations” section of this Scope of Work.

In scope:

CONSULTA
NT will
create no
more than
one
integration
for
Employees,
one for
Positions,
and
one for
Position
Allocations.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

Business Process Improvement

Consulting Services -
BPI
CONSULTANT will facilitate a review of:
• The budget process for both the operating and capital budgets;
• The chart of accounts;
• Personnel planning and budgeting;
• Reporting requirements.

This process will require the participation of
stakeholders in group workshops and may include
or one-on-one workshops.

Budget Process
End to end review, including high level descriptions of the tasks performed, the timing of these tasks, and
dependencies. CONSULTANT will facilitate a design of
the budget process as it relates to the Euna Budget system being implemented, seeking opportunities for
improvement.

This output will be documentation of:
• Budget process stages;
• What happens in each stage;
• Input, outputs, and participants in each stage;
• Stage
permission
requirements.

Chart of Accounts
Determine the data model, including the COA, roll-ups
(whether part of the GL or not), and other budgetary fields of data. Complete field mapping and prototyping in Euna Budget.

Personnel Budgeting
Review and refine personnel budgeting process and data. To include common personnel budget issues including vacant positions, overtime, benefits, allowances, and statutory deductions.

In scope with:
- 90 Hours

CONSULTA
NT's
understandin
g of gaps,
options for
filling the
gaps,
selected
option
(where one
has been
identified).

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
Reporting Requirements
Ensure reporting is supported by the data model. Identify reports in three primary groups: those required for
developing budget, those required for managing budget, and those disseminating for information “up and out”
(management and public). Reporting can be through
traditional print reports, saved searches, dashboards, smart reports, and OpenBook.

CITY will assume responsibility for maintaining all process documents after hand-off.

Care Plus Premium Deliverables:

If a service is unused within a particular year, they do not roll over to the next year. The plan includes the services listed below:
o Version Upgrades: Customization Upgrades
o Version Upgrades: Customization Review & Removal
o Version Upgrades: Custom Report Upgrades
o Read-Only SQL Access
o Annual Block of 50 Service Hours

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:

2. CONSULTANT NAME:

3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT B

SCHEDULE OF PERFORMANCE

CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement.

Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)

The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

Level Name Start Date End Date Duration
(Days)
1 Business Process Management
2 Client Kick-Off Meeting (1st Meeting) 7/5/2026 7/6/2026 1 2 Project Approach Discussion (2nd Meeting) 7/7/2026 7/9/2026 2 2 Chart of Account Configuration Discussion (3rd Meeting) 7/12/2026 7/16/2026 4 2 In Depth Operating Budget Discussion 7/12/2026 7/23/2026 11 2 In Depth Capital Budget Discussion 7/12/2026 7/23/2026 11 2 In Depth Salaries Budget Discussion 7/12/2026 7/23/2026 11 2 Module Entity/Field/Form Configuration 7/27/2026 8/21/2026 25 2 Module Data Importing 7/27/2026 8/21/2026 25
2 Ad Hoc View & Smart Report Configuration 7/27/2026 8/21/2026 25 1 Integrations
2 HR Data Synch (Personnel) 8/24/2026 9/25/2026 32
2 Amended Budget Export (Capital) 8/24/2026 9/25/2026 32 1 Budget Book Implementation
2 OpenBook & Report Studio Implementation - Pro 8/28/2026 10/9/2026 42 2 Budget Book Implementation - Pro 8/28/2026 11/18/2026 82 1 Extras
2 Single Sign On 8/24/2026 8/28/2026 4
2 Additional Professional Services 11/18/2026 12/18/2026 30 Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , provided that the total compensation for the Services, including any specified reimbursable expenses , and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this /these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE
Tasks Year 1
(07/01/2026–
06/30/2027)
Year 2
(07/01/2027–
06/30/2028)
Year 3
(07/01/2028–
06/30/2029)
Year 4
(07/01/2029–
06/30/2030)
Year 5
(07/01/2030–
06/30/2031)
Optional Year 6
(07/01/2031–
06/30/2032)
Optional Year 7
(07/01/2032–
06/30/2033)
Task 1
Amended Budget
Export (Capital)
$
2,500.00
— — — — — —
Task 2
Budget Book
Implementation – Pro
$
7,760.00
— — — — — —
Task 3
OpenBook & Report
$
2,328.00
— — — — — —
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
Studio Implementation
– Pro
Task 4
Single Sign-On (SSO)
$
1,500.00
— — — — — —
Task 5
HR Data Sync
(Personnel)
$
12,725.00
— — — — — —
Task 6
Business Process
Management – Pro
$
22,500.00
— — — — — —
Task 7
Operating Budgeting +
Capital + Personnel +
OpenBook + Budget
Book Care Plus Service
Plan (Premium Custom)
$
147,902.00
$
147,902.00
$
147,902.00
$
152,339.06
$
156,909.23
$
161,616.51
$
166,465.00
Task 8
Optional Add on-
Strategic Budgeting
$
18,270.00
$
8,270.00
$
8,270.00
$
8,270.00
$
8,270.00
$
8,270.00
$
8,270.00
Task 9
Optional-Ad On-Annual
Comprehensive
Financial Report (ACFR)
$
8,354.00
$
4,600.00
$
4,600.00
$
4,600.00
$
4,600.00
$
4,600.00
$
4,600.00
Subtotal $
223,839.00
$
160,772.00
$
160,772.00
$
165,209.06
$
169,779.23

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
Additional Professional
Services (Time &
Materials, $225/hour,
Net 30 – 5-Year Not-to-
Exceed)
$
20,000.00
$
17,009.28
$
17,009.28
$
17,009.28
$
17,009.28
— —
Total Compensation $
243,839.00
$
177,781.28
$
177,781.28
$
182,218.34
$
186,788.51
$
174,486.51
$
179,335.00

REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for S ervices and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Additional Professional Services: $225 per hour
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

EXHIBIT D

INSURANCE REQUIREMENTS

CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT

OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES

YES
WORKER’S COMPENSATION

EMPLOYER’S LIABILITY

STATUTORY

STATUTORY

YES

GENERAL LIABILITY, INCLUDING PERSONAL

INJURY, BROAD FORM PROPERTY DAMAGE

BLANKET CONTRACTUAL,

PRODUCTS/COMPLETED OPERATIONS AND FIRE

LEGAL LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$2,000,000

$2,000,000

$2,000,000
$2,000,000

$2,000,000

$2,000,000

YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A

MINIMUM COVER PROFESSIONAL MISCONDUCT

OR LACK OF REQUISITE SKILL FOR THE

PERFORMANCE OF SERVICES DEFINED IN THE

CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING

FROM UNAUTHORIZED ACCESS TO, USE OF, OR

TAMPERING WITH COMPUTERS OR COMPUTER

SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM

INTRODUCTION OF ANY FORM OF MALICIOUS

SOFTWARE INCLUDING COMPUTER VIRUSES

INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,

COMPUTER SYSTEM, NETWORK, OR SIMILAR

COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.

CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.

THE POLICY SHALL PROVIDE COVERAGE FOR

BREACH RESPONSE COSTS AS WELL AS

REGULATORY FINES AND PENALTIES AS WELL AS

CREDIT MONITORING EXPENSES WITH LIMITS

SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.

ALL DAMAGES $2,000,000 $2,000,000
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
YES CYBER AND PRIVACY INSURANCE.

SUCH INSURANCE SHALL INCLUDE COVERAGE

FOR LIABILITY ARISING FROM COVERAGE IN AN

AMOUNT SUFFICIENT TO COVER THE FULL

REPLACEMENT VALUE OF DAMAGE TO,

ALTERATION OF, LOSS OF, THEFT,

DISSEMINATION OR DESTRUCTION OF

ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF

THE CITY OF PALO ALTO THAT WILL BE IN THE

CARE, CUSTODY, OR CONTROL OF VENDOR,

INFORMATION INCLUDING BUT NOT LIMITED

TO, BANK AND CREDIT CARD ACCOUNT

INFORMATION OR PERSONAL INFORMATION,

SUCH AS NAME, ADDRESS, SOCIAL SECURITY

NUMBERS, PROTECTED HEALTH INFORMATION

OR OTHER PERSONAL IDENTIFICATION

INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM.

ALL DAMAGES $2,000,000 $2,000,000

YES AUTOMOBILE LIABILITY, INCLUDING ALL

OWNED, HIRED, NON-OWNED

BODILY INJURY

EACH PERSON

EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000
YES

PROFESSIONAL LIABILITY, INCLUDING, ERRORS

AND OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT PERFORMANCE

ALL DAMAGES $1,000,000

YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,

SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT

AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY

AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL ADDRESS: [email protected]

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”

A. PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE

AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY

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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE

POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED

AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE

AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS: [email protected]

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EXHIBIT E

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EXHIBIT F

CYBERSECURITY TERMS AND CONDITIONS

In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:

(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.

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(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than 30 days after its date of release.

Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within 24 hours of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address and Vendor IPs required to support operation of the service, to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow employees of the City to have full admin access to the Vendor's application.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.

Part B. Alternate Requirements: N/A

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EXHIBIT G

CONSULTANT END USER LICENSE AGREEMENT

This agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this “Agreement”), is a binding agreement between Euna Solutions, Inc. (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and the entity identified on the Order Form as the Customer (“ Customer”). EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

LICENSOR PROVIDES THE SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE AND

DOCUMENTATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS

AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND FULLY COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM OR ISSUING A

PURCHASE ORDER AFTER REVIEWING THESE TERMS YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL

ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND

AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO T HE TERMS AND

CONDITIONS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE OR

PROVIDE THE SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR OTHER

DELIVERABLE TO CUSTOMER AND YOU MUST NOT DOWNLOAD, USE OR ACCESS THE

SAAS OFFERING, SOFTWARE OR DOCUMENTATION OR OTHERWISE RECEIVE THE PROFESSIONAL SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO

LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER

THIS AGREEMENT WITHOUT AN APPLICABLE OR DER FORM AND PAYMENT OF ALL REQUIRED FEES, COSTS AND AMOUNTS. THIS AGREEMENT EXPRESSLY EXCLUDES ANY

RIGHT CONCERNING ANY SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR

DOCUMENTATION THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AU THORIZED COPY OF LICENSOR’S SAAS OFFERING, SOFTWARE OR DOCUMENTATION.

1. Definitions.
a. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the SAAS Offering has been purchased hereunder.
b. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

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circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person.
c. “Customer Data” means, other than Diagnostic Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. d. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in the applicable Order Form.
e. “Diagnostic Data” means all aggregated and de-identified information that EUNA’s systems or applications automatically collect regarding Customer’s use of the SAAS Offering and its performance, including to compile statistical and performance information related to the provision and operation of the SAAS Offering.
f. “Documentation” means the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format.
g. “Fees” means the fees set forth in the applicable Order Form, including any Third-Party Pass- Through Fees as defined herein.
h. “Intellectual Property Rights” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re - issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) a ll rights in all trade secrets, know -how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority.
j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public.

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l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Diagnostic Data and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data.
m. “SAAS Offering” means the software-as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form.
n. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“Statement of Work”), if applicable. o. “Term” has the meaning set forth in Section 0.
p. “Third-Party Pass-Through Fees” means fees charged to EUNA by third -party vendors for products, services, or application programming interfaces ("APIs") that are incorporated into or required for the operation of the SAAS Offering, which EUNA passes through to Customer at cost with no markup, where such fees are attributable to Customer's selection of, or contractual relationship with, a specific third- party vendor ("Customer-Selected Vendor"), and where the Customer-Selected Vendor's API or integration is required to enable the functionality described in the applicable Order Form. q. “Third-Party Products” means any third -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.

2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work.

3. Software Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non -exclusive, non- sublicensable, non-transferable (except in compliance with Section 22) right t o access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Cu stomer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non-exclusive, non- sublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.

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d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price- listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation.
e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Doc umentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liqui dation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third-party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no lia bility for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
g. Diagnostic Data. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Diagnostic Data. As between EUNA and Customer, all right, title, and interest in Diagnostic Data, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Diagnostic Data based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Diagnostic Data publicly available in compliance with applicable Law, and (ii) use Diagnostic Data to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is available upon request and online at https://Eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.

4. Customer Obligations.

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a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer - caused delays in EUNA’s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions.
(ii) EUNA may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third -Party Products are subject to their own terms and conditions and the applicable flow-through provisions. Where a Third-Party Product or API is provided by a Customer-Selected Vendor, Customer acknowledges that the pricing for such Third-Party Products or APIs is established and controlled solely by the Customer-Selected Vendor and is not within EUNA's control. EUNA shall pass through any increases in Third-Party Pass-Through Fees to Customer upon written notice as set forth in Section 5(c).

Customer's continued use of the SAAS Offering following the effective date of any such increase shall constitute Customer 's acceptance of the updated Third- Party Pass- Through Fees. For the avoidance of doubt, EUNA does not markup Third- Party Pass -Through Fees and assumes no liability for pricing decisions made by Customer-Selected Vendors.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering. Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s fai lure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).

5. Fees and Expenses.
a. Fees. Intentionally Omitted
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b. Taxes. Intentionally Omitted
c. Third-Party Pass-Through Adjustments. Notwithstanding anything to the contrary in this Agreement, EUNA reserves the right to adjust the Fees payable under any Order Form to reflect changes in Third-Party Pass-Through Fees imposed by Customer -Selected Vendors. EUNA shall use commercially reasonable efforts to provide Customer with advance notice of anticipated Third- Party Pass-Through Fee changes as soon as practicable after EUNA receives notice from the applicable Customer -Selected Vendor, which notice shall identify: (i) the applicable Custo mer-Selected Vendor; (ii) the prior fee amount; (iii) the new fee amount; and (iv) the effective date of the adjustment. Customer-Selected Vendor fee adjustments shall be billed at cost with no markup by EUNA. Customer acknowledges and agrees that Third- Party Pass- Through Fee increases do not constitute a material breach of this Agreement by EUNA

6. Service Levels and Support.
a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided service level documentation posted from time to time on EUNA’s website at www.eunasolutions.com/sla/ (the “Service Level Agreement”).
b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation posted from time to time on EUNA’s website at www.eunasolutions.com/sla/ (the “Service Level Agreement”). c. Updates. EUNA reserves the right to modify the Service Level Agreement from time to time effective immediately by posting an updated policy at the links referenced above. EUNA’s support obligations extend solely to Customer’s designated support contacts. Custome r acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Service Level Agreement, EUNA shall not have any obligation to provide support services to any third parties.

7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. Warranties for Professional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

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Classified as Confidential
c. Warranties for the SAAS Offering . EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptim e or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Agreement. THE FOREGOING WARRANTIES, REPRESENTATIONS AND GUARANTEES DO NOT

APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS A ND

GUARANTEES WITH RESPECT TO ANY THIRD -PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. Remedies. EUNA’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within thirty (30) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. (ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties, representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Servic e or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Agreement, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Agreement.
e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS

SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS ALL

WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS

SECTION, EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND

THAT THE PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE

ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR

OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Intellectual Property.
a. Intentionally omitted.
b. Intentionally omitted.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein.

Customer hereby grants to EUNA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Diagnostic Data. Customer represents, warrants and agrees that:
(A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) or similar designation under other Laws, (ii) inf ormation that causes EUNA to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “ Prohibited Information ”). If Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and liability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA, and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“ Feedback”), EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know -how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
g. Reservation of Rights . EUNA reserves all rights not expressly granted to Customer 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 Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. Confidentiality. Intentionally Omitted

10. Survival. Sections 14, 15, 16, 17, 28, and 29 of the main body of this Agreement and Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 of this Exhibit G survive any termination or expiration of this Agreement.

No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Indemnification. Intentionally Omitted

12. Limitation of Liability.
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR

ANYLOSS OF , REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE

DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS

FORESEEABLE AND WHETHER OR NOT EUNA HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL EUNA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED

TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO -TIMES THE

AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ADDITIONALLY, IN NO EVENT WILL EUNA BE LIABLE FOR ANY CLAIM BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE BEEN DISCOVERED. THE LIMIT IN THIS SECTION 12b.

SHALL NOT APPLY TO EUNA’S DUTY TO INDEMNIFY CITY AS DETAILED IN SECTION 16 OF THIS AGREEMENT.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR

RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. Intentionally Omitted

14. Information Security. Intentionally Omitted

15. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement:
(i) EUNA will disable Customer’s and its Authorized Users’ access to the SAAS Offering, including removal of portal and user interface access to Customer Data.

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential
(ii) Customer Data will be logically archived and marked as inactive within EUNA’s systems in accordance with EUNA’s standard data retention practices. Such archival may include the use of logical deletion mechanisms (including internal flags or similar co ntrols) that prevent Customer access while preserving system integrity, audit history, and compliance records. (iii) Except as expressly required by applicable Law or as otherwise agreed in writing by the Parties, EUNA shall have no obligation to immediately destroy, erase, or physically delete Customer Data from production systems, archival systems, or backup media upon termination. (iv) If Customer submits a written request for deletion of Customer Data following termination, EUNA will review such request and, to the extent commercially reasonable and not inconsistent with applicable Law, regulatory requirements, litigation hold obligations, contractual commitments, or legitimate business record retention practices, delete or anonymize such Customer Data within a reasonable timeframe. Any non - standard deletion efforts may be subject to a mutually agreed Statement of Work and applicable Fees. (v) Customer acknowledges that EUNA maintains long-term archival and disaster recovery backups in the ordinary course of business. Customer Data contained in such backups may not be immediately removed and may remain until overwritten in the ordinary rotat ion cycle. EUNA will not restore or access such backups for the purpose of providing Customer access following termination, except as required by Law. b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering. Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance.

Upon acceptance, EUNA will provide Customer with a final accounting of hours and Cus tomer shall be responsible for payment of the additional consulting fees.

16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. is the parent company to multiple other SaaS companies under the Euna brand, including Euna Solutions, Inc. in the U.S. (such subsidiaries, “Affiliates”). These Affiliates sell purpose- built products and services for the public sector (“Affiliate Products”). As of the Effective Date, Affiliates include Euna Solutions Inc., CityBase Inc., and Streamlink Software Inc. dba Amplifund. In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

17. Entire Agreement. Intentionally Omitted
Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63

Professional Services
Rev. Oct 16, 2024

Classified as Confidential

18. Notices. Intentionally Omitted

19. Severability. Intentionally Omitted

20. Amendments. Intentionally Omitted

21. Waiver. Intentionally Omitted

22. Assignment. Intentionally Omitted

23. Successors and Assigns. Intentionally Omitted

24. Relationship of the Parties. Intentionally Omitted

25. No Third-Party Beneficiaries. Intentionally Omitted

26. Choice of Law. Intentionally Omitted

27. Choice of Forum. Intentionally Omitted

28. Export Regulation . Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

29. WAIVER OF JURY TRIAL. Intentionally Omitted

30. Counterparts. Intentionally Omitted

31. Force Majeure. “Force Majeure Events” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated.

32. Equitable Relief. Intentionally Omitted

33. Government Use. Intentionally Omitted

34. Cooperative Statement. Intentionally Omitted

Docusign Envelope ID: 316DDAAC-24C3-426B-8338-EB27D0FEEE63