Agreement for Brightly Asset Management 090126 — Redondo Beach City Council, September 1, 2026

1 PREPARED FOR
City Of Redondo Beach ("Customer")
415 Diamond Street
Redondo Beach, CA 90277

PREPARED BY
Brightly Software Inc
4242 Six Forks Road, Suite 1400
Raleigh, NC 27609

PUBLISHED ON
August 07, 2026
2 Q-436826
• Omnia Partners Contract Number: R210702
• https://www.omniapartners.com/suppliers/brightly/public-sector

Subscription Term: 11 months (09/01/2026 - 07/31/2027)
Cloud Services
Item Start Date End Date Pricing
Based On Investment
Asset Essentials
Enterprise 9/1/2026 7/31/2027
66,748.00
Population 36,231.13 USD
- Asset
Essentials
Analytics
9/1/2026 7/31/2027 Included
- AE Safety 9/1/2026 7/31/2027 Included
- Asset
Essentials
Inventory
9/1/2026 7/31/2027 Included
- Facilities/Physi
cal Plant
Module
9/1/2026 7/31/2027 Included
- Parks,
Recreation and
Forestry
Module
9/1/2026 7/31/2027 Included
- GIS Asset
Management 9/1/2026 7/31/2027 Included
Dynamic Data 9/1/2026 7/31/2027
66,748.00
Population 5,614.58 USD
Asset Essentials
- Data Storage 9/1/2026 7/31/2027 0.00 USD
09/01/2026 - 10/31/2026 included at no additional cost -7,642.48 USD 3 Subtotal: 34,203.23
USD
Professional Services
Item Pricing Based On Investment
Professional
Services 21,899.05 USD
AE Additional
Department
Implementation
One-Time 2,375.00 USD
On-site incidental
expenses *See Note Below
Subtotal: 24,274.05 USD
Total Initial Investment 58,477.28 USD
* Incidental travel related expenses will be invoiced to Client at cost but are not anticipated to exceed $3,000 per week, per resource for on-site services.

4 Asset Essentials Expert Implementation (without Parts) Scope of Work

1. Scope
Company will provide specified professional consulting services to Customer to implement Asset Essentials, an on-line Computerized Maintenance Management System ("CMMS"). The services described in this SOW shall apply to the implementation of Asset Essentials application for Customer.

Company follows the implementation methodology below, which outlines pre-defined stages and deliverables ("Project"). The Project includes establishing project coordination, requirements gathering, system configuration, data migration, testing, and deployment as outlined in sections

1.1 through 1.5.

1.1 Plan
In the Plan stage, Company establishes a foundation for the Project's success by leading a Project kick-off call, initiating regular project status meetings, and identifying all project stakeholders.

1.1.1 Company Responsibilities
(a) Lead one (1) Project Kick-off call with Customer.
(b) Provide one (1) weekly Project Status Update to review progress against plan. (c) Maintain a risk register and issue log with assigned ownership and resolution timelines.

1.1.2 Customer Responsibilities
(a) Identify, document, and escalate issues or risks that may impact Project success. (b) Participate in planning sessions as requested by the Company. (c) Provide feedback on planning documents.

1.1.3 Deliverables
(a) Weekly status reports.
(b) Current risk register and issue log with tracking of resolution status.

1.1.4 Conditions
(a) Company will perform only one (1) iteration of Plan stage. (b) Major changes to the scope of the project may trigger the Change Control Process. (c) Critical issues requiring immediate attention will be addressed through an escalation process.

1.1.5 Exclusions
(a) Detailed planning for out-of-scope activities or future stages not specified in the current contract.
(b) Management of Customer internal resources or third-party vendor coordination unless explicitly stated.

1.1.6 Acceptance Criteria
(a) Weekly status reports must accurately reflect Project progress, risks, and issues to be considered acceptable.
5 (b) The risk register and issue log requires verification that it comprehensively tracks identified risks and issues with appropriate ownership and resolution timelines.

1.2 Design
During the Design stage, Company conducts stakeholder interviews to understand the Customer's current processes and data migration needs and determine the appropriate account configuration. Business requirements will be documented and reviewed for Customer acceptance prior to moving to the next Project stage. The Project Manager continues to communicate proactively with stakeholders and actively manages risk.

1.2.1 Company Responsibilities
(a) Collect and document requirements in a centralized Requirements Log. (b) Analyze requirements for feasibility within the standard Asset Essentials capabilities. (c) Identify gaps between requirements and standard product functionality. (d) Propose alternative solutions for requirements that cannot be met through standard configuration.

1.2.2 Customer Responsibilities
(a) Identify and make available subject matter experts for requirements gathering sessions. (b) Review and approve documented requirements within the agreed timeframe. (c) Make decisions regarding proposed alternatives for gap resolution. (d) Review and approve the Requirements Log.

1.2.3 Deliverables
(a) Up to six (6) requirements gathering meetings up to one (1) hour in duration each. (b) Requirements Log containing functional business requirements. (c) Requirements Log sign-off documentation from Customer stakeholders.

1.2.4 Conditions
(a) Requirements analysis will be limited to functionality available in Asset Essentials. (b) Requirements must be approved before Build stage begins. (c) Material changes to requirements after approval will be subject to the Change Control Process.

1.2.5 Exclusions
(a) Requirements for software applications not included in current Project scope. (b) Development of detailed technical specifications beyond what is needed for configuration.
(c) Requirements that require product enhancements or reports beyond standard configuration capabilities.

1.2.6 Acceptance Criteria
(a) Requirements Log must accurately capture functional business requirements to be considered acceptable.

1.3 Build
In the Build stage, Company configures Asset Essentials according to Customer's functional business requirements and imports applicable data. Final configuration will be demonstrated and reviewed for Customer acceptance prior to moving to the next Project stage.

1.3.1 Company Responsibilities
6 (a) Configure Asset Essentials according to the approved Requirements Log. (b) Produce data import templates to be populated with Customer data for Locations, Assets, Users, and Preventative Maintenance Schedules.
(c) Perform analysis on Customer-provided data to determine alterations and/or perform transformations which must be completed prior to upload. (d) Import transformed Customer data into Asset Essentials. (e) Perform quality control testing to ensure data was uploaded properly.

1.3.2 Customer Responsibilities
(a) Extract data to be migrated from existing source system into either .CSV or Excel file(s). (b) Supply necessary resources and information required for configuration and data mapping activities.
(c) Remediate and, if necessary, redeliver data that does not pass initial analysis or cannot be uploaded due to errors or missing, required elements in the provided data. (d) Review and approve the system configurations within the agreed timeframe. (e) Provide feedback on data import results and any issues identified.

1.3.3 Deliverables
(a) Asset Essentials configured by Company aligned with the approved Requirements Log. (b) Extract data from source systems and/or reports by Customer and provided to Company in standardized format.
(c) Data uploaded by Company for Locations, Assets, Users, and Preventative Maintenance Schedules.

1.3.4 Conditions
(a) Configuration and data upload limited to functionality available in Asset Essentials. (b) Any changes to configurations after approval may affect Project timelines and will be subject to the Change Control Process.

1.3.5 Exclusions
(a) Company extraction of data from source system(s).
(b) Company migration of data beyond Locations, Assets, Users, and Preventative Maintenance Schedules.
(c) Company defining and/or configuration of non-standard asset types or compliance codes.

1.3.6 Acceptance Criteria
(a) Configured system will be accepted upon verification that it aligns with the approved Requirements Log.
(b) Extracted data from source systems requires confirmation that it has been provided to Company in standardized format.
(c) Data uploads will be accepted upon confirmation that data has been properly transformed and loaded into Asset Essentials.

1.4 Test
The Test stage ensures the configured solution meets the documented business requirements and is ready for deployment. This stage focuses on executing a testing strategy that validates the configuration, user workflows, reports, and any other approved scope.

1.4.1 Company Responsibilities
7 (a) Provide standard system Test Cases and user scenarios for thoroughly testing the requirements.
(b) Prepare and deliver up to one (3) User Acceptance Testing (UAT) training covering Asset Essentials functionality to prepare testers with detailed knowledge of features and functions, up to two (2) hours in duration.
(c) Provide a documentation format to collect, manage, and report on issues identified during the testing period ("UAT Issue Log") and deliver corrective action for any reported issues confirmed by Company resources.
(d) Notify Customer of completion of corrective actions.

1.4.2 Customer Responsibilities
(a) Create and document any non-standard Test Cases.
(b) Maintain a workbook of all Test Cases (containing user instructions and sample datasets) to verify that knowledgeable users can utilize the system, configuration, and migrated data to achieve the documented scenarios in the Requirements Log. (c) Create a document where test case results will be recorded and identify Customer resources responsible for executing the Test Cases during the testing period ("Test Plan"). (d) Perform the Test Cases according to the Test Plan during the allotted testing period. (e) Document any failures of Test Cases in the UAT Issue Log and provide additional or missing data necessary for resolution of reported issues.

1.4.3 Deliverables
(a) UAT Issue Log with detailed tracking of identified issues and their resolution status, including reporting of any issues which prevent successful completion of Test Cases. (b) Successful execution of approved Test Cases and completion of Test Plan by Customer. (c) Documentation Test Case remediation by Company in UAT Issue Log. (d) Delivery of UAT training and LMS access provided by Company.

1.4.4 Conditions
(a) Limited to standard Test Cases.
(b) Testing must be completed with Customer completing all testing and reporting all issues within the testing period; any issues identified outside of this window must be reviewed and accepted by Company.
(c) Any deployments (e.g., release of code, scripts, or other adjustments made through the back-end of the software) will be made in accordance with change management controls as determined by Company to protect Production data and systems. (d) If Customer is unable to produce Test Cases or a Test Plan, they may perform exploratory testing during the Testing Period; in such cases, due to the lack of objective basis for testing, Company shall reserve the right to reject any issues reported which were not captured in the Requirements Log.

1.4.5 Exclusions
(a) Development of Test Cases or Test Plans by Company resources, as these remain Customer responsibilities and must be created by Customer teams. (b) Any issues reported by Customer which require product enhancements or other alterations to the core software application, as opposed to configuration and/or data which is specific to each Customer.
8 (c) Company will not perform extraction, collection, or generation of missing or incorrect data unless stated explicitly herein (or agreed upon as part of Change Control Process). (d) Customer shall perform one single testing period. Requests for additional testing periods, or Test Cases delivered after the start of the testing period, must be submitted to Company and may be subject to Change Control Process.

1.4.6 Acceptance Criteria
(a) UAT Issue Log requires confirmation that it provides an effective mechanism to track and manage identified issues.
(b) Test Case execution results will be accepted upon verification that the system functions according to the approved Requirements Log.
(c) Remediation of identified issues requires successful reperformance of previously failed Test Cases for acceptance.

1.5 Deploy
The Deploy stage is the final stage of Project, where Company trains Customer and the thoroughly tested and validated system is made available to end-users. "Go-Live" is defined as when Requirements Log, UAT Test Cases, and end-user training have been completed and/or accepted. Project completion is the completion of the Deploy stage.

1.5.1 Company Responsibilities
(a) Perform End-User training for Asset Essentials system functionality that applies to Administrator and Full User roles.
(b) Develop go-live schedule for final data/configuration alterations and provide written notice when system is ready for operational use.
(c) Coordinate transition meeting between Company Project team and Company Support teams at conclusion of post go-live period.

1.5.2 Customer Responsibilities
(a) Appoint and ensure attendance of resources responsible for training Customer users and approve go-live schedule.
(b) Provide written notice for rescheduling requests and develop plan for additional enduser training. (c) Align internal stakeholders on timing/resources for go-live and develop change management plan for organizational readiness.
(d) Request any remaining training hours and implement change management plan activities during post go-live period.

1.5.3 Deliverables
(a) Training materials and completed training sessions for Asset Essentials functionality. (b) Transition to Company Support team following post go-live period completion. (c) Status Reports throughout post go-live period.
(d) Documented configuration and data adjustments made during post go-live period.

1.5.4 Conditions
(a) Customer has unlimited LMS access; post go-live support provided for thirty (30) days from Go-Live notice.
(b) If Customer cannot schedule Go-Live within thirty (30) days of notice, Company may place Project on-hold with potential Change Control implications. 9 1.5.5 Exclusions
(a) Training topics related to the Requester or other system roles, or Customer-specific business processes, unless explicitly stated herein.
(b) Company coordination of Customer resources or communications/change management activities for Go-Live.
(c) Changes in requirements beyond those deemed necessary by Company and accepted by Customer.

1.5.6 Acceptance Criteria
(a) Training materials and completed training sessions require verification that they provide comprehensive instruction on Asset Essentials functionality. (b) Transition to Company Support team will be accepted upon confirmation that appropriate handover information has been provided. (c) Status Reports must accurately reflect post go-live activities and issues to be considered acceptable.
(d) Documented configuration and data adjustments made during post go-live period require verification that they address identified needs.

1.6 Project Timeline
Actual Project timeline will vary based on the size and complexity of Customer's organization, and Customer's ability to meet its responsibilities in a timely manner. The Company Project Manager and Customer Project Lead/Project Sponsor will work together to establish realistic delivery dates that accommodate both parties' operational requirements and resource availability. Major changes to requirements or scope may trigger the Change Control Process and affect the timeline, requiring mutual agreement between the Company Project Manager and Customer Project Lead/Project Sponsor on any timeline adjustments.

2. Out of Scope
Any services not explicitly included in this Scope of Work are considered out of scope, including, but not limited to:

2.1 Reporting and Analytics Services
(a) Custom (non-standard) reports beyond standard configuration capabilities. (b) Creation of specialized data visualizations or executive dashboards. (c) Integration with third-party business intelligence tools. (d) Development of custom reporting templates.

2.2 Data Management Services
(a) Extraction of data from Customer's source systems.
(b) Migration of historical work order data.
(c) Additional data imports or conversion of data beyond Locations, Assets, Users, and Preventative Maintenance Schedules.

2.3 Financial and Contract Services
(a) Configuration of billing or invoicing functionality. (b) Setup of vendor contracts or payment terms.
(c) Integration with financial or accounting systems.
(d) Configuration of purchasing workflows.
(e) Management of budget or cost tracking features.
10 2.4 Technical Development Services
(a) Custom code development or scripting.
(b) Application Programming Interface (API) development or integration with third-party systems.
(c) Product enhancements or modifications to core functionality. (d) Development of mobile applications or extensions.
(e) Creation of custom workflows beyond standard configuration.

2.5 Additional Implementation Services
(a) On-site training beyond what is explicitly stated herein. (b) End-user support beyond the post go-live period.
(c) Business process reengineering or optimization.
(d) Change management services beyond basic guidance.

3. Change Control
Customer may request that the Company add services not outlined in this SOW by submitting a written proposed change order to the Company. Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services. Further details can be found at https://www.brightlysoftware.com/terms -> Base Terms -> Section 3 - Changes.

4. Roles and Responsibilities

4.1 Company Roles and Responsibilities
Company implementation team consists of the following team members with the following roles and responsibilities:

4.1.1 Project Manager
(a) Schedule and conduct regular Project status meetings to review progress against plan. (b) Maintain a risk register and issue log with assigned ownership and resolution timelines. (c) Coordinate transition meeting between Company Project team and Company Support teams at conclusion of post go-live period.

4.1.2 Implementation Consultant
(a) Collect and document requirements in a centralized Requirements Log. (b) Configure Asset Essentials according to the approved Requirements Log. (c) Perform analysis on provided data to determine alterations and/or transformations required prior to upload.
(d) Provide recommendations and guidance to Customer on the development of test cases. (e) Prepare and deliver training materials and conduct training sessions.

4.2 Customer Roles and Responsibilities
Customer Project team shall include adequate resources to fill the following roles (one Customer resource may fill multiple roles):

4.2.1 Project Leader / Project Sponsor
(a) Assign appropriate representatives to participate in the governance structure with decision-making authority.
(b) Ensure appropriate levels of executive and Customer team members and resources will be made available to the Company Project team.
11 (c) Align internal stakeholders on timing/resources for go-live and develop change management plan for organizational readiness.

4.2.2 Subject Matter Experts
(a) Identify, document, and escalate issues or risks that may impact Project success. (b) Review and approve documented requirements within the agreed timeframe. (c) Create a comprehensive workbook of test cases to verify that knowledgeable users can utilize the system.
(d) Document any failures of test cases in the UAT Issue Log and provide additional or missing data necessary for resolution.
(e) Extract data to be migrated from existing source system into either .CSV or Excel file(s).

4.2.3 End Users
(a) Participate in training sessions and complete the online learning courses for Asset Essentials.
(b) Perform the test cases according to the test plan during the allotted testing period. (c) Provide feedback on data import results and any issues identified. (d) Implement change management plan activities during post go-live period.

4.2.4 RACI
Task/Milestone Company Customer
Requirements Log
Acceptance Responsible Accountable
Demo Build Development
and Validation Responsible Accountable
Test Case Development
and Execution Consulted Responsible/Accountable
Test Case Remediation Responsible Accountable
Admin Training Delivered Responsible Accountable
End User Training
Delivered Consulted Responsible/Accountable

• Responsible: The organization responsible for completing the task. • Accountable: The organization who is ultimately accountable for the task's completion and has the final say.
• Consulted: Those whose opinions are sought; typically, subject matter experts. • Informed: Organization who needs to be kept updated on progress or decisions but are not directly involved in the task.

5. Assumptions

5.1 Company Assumptions
(a) Company will not access any Customer systems.
(b) No third-party systems or software are included in this implementation. (c) Company shall provide guidance on requirements, but shall not be responsible for applying risk scores to assets if Risk Assessment functionality is enabled. 12 (d) Company shall provide up to five (5) 30-minute data validation sessions to review Customer-provided data.
(e) Company shall provide a single Testing Period unless additional periods are approved through the Change Control Process.

5.2 Customer Assumptions
(a) Customer shall designate a single point of contact/project coordinator for the duration of the Project.
(b) Customer's IT department shall be responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses.
(c) Customer shall provide relevant data for Locations, Assets, Users, and Preventative Maintenance Schedules in Excel or CSV format.
(d) Customer acknowledges that any information not included in the initial data provided shall be Customer's responsibility for updating manually or purchasing additional services following the data import.
(e) Customer acknowledges that once each task is completed, return to completed tasks will be considered rework and will enact the Change Control Process. (f) Customer involvement shall be required to configure Asset Essentials.

5.3 Training Assumptions
(a) Training consists of both online training courses and instructor-led training, with instructor-led training conducted virtually by default. (b) If onsite training is desired, the Customer shall be billed for associated travel expenses with a minimum of two (2) days.
(c) Customer shall complete the online learning courses for Asset Essentials prior to attending instructor-led training sessions.

5.4 Data Management Assumptions
(a) Each data type (Locations, Assets, Users, Preventative Maintenance Schedules) shall be provided in one file and one sheet with column headings and one record with corresponding attributes per row.
(b) Any additional data provided by Customer after the data review call shall not be imported by Company and shall be Customer's responsibility or shall require a change request to be initiated by Customer.
(c) Once data is approved and imported, any further data edits shall be the responsibility of the Customer.
(d) If Customer is unable to provide data in an acceptable format for import, Company Implementation Consultant shall guide Customer on how to manually create records in Asset Essentials.
(e) Assets must be associated with a Location in Asset Essentials. The data provided by Customer must clearly identify which assets are associated with a specific location.

5.5 General Assumptions
(a) Any services not explicitly included in this SOW are assumed to be out of scope. 13 (b) Services will be provided in the English language and during the following hours Monday to Friday 8:30am to 5pm, Eastern Standard Time. Excluding any holidays that the United States of America observes.

6. Project Billing and Payment
Upon acceptance of the Deliverables in the Project Milestones (see Sections 1.1 through 1.5), Customer will be billed for a percentage of Total Services Fees according to the percentages below:

Task/Project Stage Billing Percentage
Configuration Complete (end
of Build Stage) 60%
End User Training 30%
Project Complete (end of Deploy Stage) 10%

Asset Essentials GIS Rider Implementation
Scope of Work

1. Scope
Company will provide specified professional consulting services to Customer to implement Asset Essentials, an on-line Computerized Maintenance Management System ("CMMS") – Geographic Information System (GIS) functionality. The services described in this SOW shall apply to the implementation of Asset Essentials Geographic Information System (GIS) functionality application for Customer.

Company follows the implementation methodology below, which outlines pre-defined stages and deliverables ("Project"). The Project includes establishing Project coordination, requirements gathering, system configuration, data migration, testing, and deployment as outlined in sections

1.1 through 1.5.

1.1 Plan
In the Plan stage, Company establishes a foundation for the Project's success by leading a Project kick-off call, initiating regular Project status meetings, and identifying all Project stakeholders.

1.1.1 Company Responsibilities
a. Lead one (1) Project Kick-off call with Customer.
b. Provide up to one (1) weekly Project status update to review progress against plan. c. Maintain a risk register and issue log with assigned ownership and resolution timelines.

1.1.2 Customer Responsibilities
a. Identify, document, and escalate issues or risks that may impact Project success. 14 b. Participate in planning sessions as requested by the Company. c. Provide feedback on planning documents.

1.1.3 Deliverables
a. Weekly status updates.
b. Current risk register and issue log with tracking of resolution status.

1.1.4 Conditions
a. Company will perform only one (1) iteration of Plan stage. b. Major changes to the scope of the Project may trigger the Change Control Process. c. Critical issues requiring immediate attention will be addressed through an escalation process.

1.1.5 Exclusions
a. Detailed planning for out-of-scope activities or future stages not specified in the current contract.
b. Management of Customer internal resources or third-party vendor coordination unless explicitly stated.

1.1.6 Acceptance Criteria
a. Weekly status updates must accurately reflect Project progress, risks, and issues to be considered acceptable.
b. The risk register and issue log requires verification that it comprehensively tracks identified risks and issues with appropriate ownership and resolution timelines.

1.2 Design
During the Design stage, Company conducts stakeholder interviews to understand the Customer's current GIS processes and data migration needs and determine the appropriate account configuration. Business requirements will be documented and reviewed for Customer acceptance prior to moving to the next Project stage. The Project Manager continues to communicate proactively with stakeholders and actively manages risk.

1.2.1 Company Responsibilities
a. Collect and document GIS requirements in a centralized Requirements Log. b. Analyze requirements for feasibility within the standard Asset Essentials GIS capabilities. c. Identify gaps between requirements and standard product functionality. d. Propose alternative solutions for requirements that cannot be met through standard GIS setup.

1.2.2 Customer Responsibilities
a. Identify and make available subject matter experts for requirements gathering sessions. b. Review and approve documented requirements within the agreed timeframe. c. Make decisions regarding proposed alternatives for gap resolution. d. Review and approve the Requirements Log.

1.2.3 Deliverables
a. Up to two (2) requirements gathering meetings up to one (1) hour in duration each. b. Requirements Log containing functional business requirements. c. Requirements Log sign-off documentation from Customer stakeholders. 15 1.2.4 Conditions
a. Requirements analysis will be limited to functionality available in Asset Essentials GIS functionality.
b. Requirements must be approved before Build stage begins. c. Material changes to requirements after approval will be subject to the Change Control Process.

1.2.5 Exclusions
a. Requirements for software applications not included in current Project scope. b. Development of detailed technical specifications beyond what is needed for GIS configuration.
c. Requirements that require product enhancements or reports beyond standard configuration capabilities.

1.2.6 Acceptance Criteria
a. Requirements Log must accurately capture functional business requirements to be considered acceptable.

1.3 Build
In the Build stage, Company configures Asset Essentials GIS functionality according to Customer's functional business requirements and imports applicable data. Final configuration will be demonstrated and reviewed for Customer acceptance prior to moving to the next Project stage.

1.3.1 Company Responsibilities
a. Configure Asset Essentials GIS functionality according to the approved Requirements Log. b. Produce data import templates to be populated with Customer data for Locations, Assets, Users, and Preventative Maintenance Schedules.
c. Perform analysis on Customer-provided data to determine alterations and/or perform transformations which must be completed prior to upload. d. Import transformed Customer data into Asset Essentials GIS. e. Perform quality control testing to ensure data was uploaded properly.

1.3.2 Customer Responsibilities
a. Extract GIS data to be migrated from existing source system into either .CSV or Excel file(s).
b. Supply necessary resources and information required for configuration and data mapping activities.
c. Remediate and, if necessary, redeliver data that does not pass initial analysis or cannot be uploaded due to errors or missing, required elements in the provided data. d. Review and approve the system configurations within the agreed timeframe. e. Provide feedback on data import results and any issues identified.

1.3.3 Deliverables
a. Asset Essentials GIS functionality configured by Company aligned with the approved Requirements Log.
16 b. Extracted data from source systems and/or reports by Customer and provided to Company in standardized format.
c. GIS data uploaded by Company.

1.3.4 Conditions
a. Configuration and GIS data upload limited to the following functionality available in Asset Essentials: Work Order creation from Map, Citizen Portal, Mobile Profiles, Configure GIS Map settings, GIS Layer configuration, and Asset syncing. b. Any changes to configurations after approval may affect Project timelines and will be subject to the Change Control Process.

1.3.5 Exclusions
a. Company extraction of data from source system(s).
b. Company migration of Locations, Assets, Users, and Preventative Maintenance Schedules data.
c. Company defining and/or configuration of non-standard asset types or compliance codes.

1.3.6 Acceptance Criteria
a. GIS functionality will be accepted upon verification that it aligns with the approved Requirements Log.
b. GIS data from source systems requires confirmation that it has been provided to Company in standardized format.
c. GIS data upload will be accepted upon confirmation that data has been properly transformed and loaded into Asset Essentials.

1.4.1 Company Responsibilities
a. Provide standard system Test Cases and user scenarios for thoroughly testing the requirements.
b. Prepare and deliver up to one (1) User Acceptance Testing (UAT) training covering Asset Essentials GIS functionality to prepare testers with detailed knowledge of features and functions, up to two (2) hours in duration.
c. Provide a documentation format to collect, manage, and report on issues identified during the testing period ("UAT Issue Log") and deliver corrective action for any reported issues confirmed by Company resources. d. Notify Customer of completion of corrective actions.

1.4.2 Customer Responsibilities
a. Create and document any non-standard Test Cases.
b. Maintain a workbook of all Test Cases (containing user instructions and sample datasets) to verify that knowledgeable users can utilize the system, configuration, and migrated data to achieve the documented scenarios in the Requirements Log. 17 c. Create a document where test case results will be recorded and identify Customer resources responsible for executing the Test Cases during the testing period ("Test Plan"). d. Perform the Test Cases according to the Test Plan during the allotted testing period. e. Document any failures of Test Cases in the UAT Issue Log and provide additional or missing data necessary for resolution of reported issues.

1.4.3 Deliverables
a. UAT Issue Log with detailed tracking of identified issues and their resolution status, including reporting of any issues which prevent successful completion of Test Cases. b. Successful execution of approved Test Cases and completion of Test Plan by Customer. c. Documentation Test Case remediation by Company in UAT Issue Log. d. Delivery of UAT training and LMS access provided by Company.

1.4.4 Conditions
a. Limited to standard Test Cases.
b. Testing must be completed with Customer completing all testing and reporting all issues within the testing period; any issues identified outside of this window must be reviewed and accepted by Company.
c. Any deployments (e.g., release of code, scripts, or other adjustments made through the back-end of the software) will be made in accordance with change management controls as determined by Company to protect Production data and systems. d. If Customer is unable to produce Test Cases or a Test Plan, they may perform exploratory testing during the Testing Period; in such cases, due to the lack of objective basis for testing, Company shall reserve the right to reject any issues reported which were not captured in the Requirements Log.

1.4.5 Exclusions
a. Development of Test Cases or Test Plans by Company resources, as these remain Customer responsibilities and must be created by Customer teams. b. Any issues reported by Customer which require product enhancements or other alterations to the core software application, as opposed to configuration and/or data which is specific to each Customer.
c. Company will not perform extraction, collection, or generation of missing or incorrect data unless stated explicitly herein (or agreed upon as part of Change Control Process). d. Customer shall perform one single testing period. Requests for additional testing periods, or Test Cases delivered after the start of the testing period, must be submitted to Company and may be subject to Change Control Process.

1.4.6 Acceptance Criteria
a. UAT Issue Log requires confirmation that it provides an effective mechanism to track and manage identified issues.
b. Test Case execution results will be accepted upon verification that the system functions according to the approved Requirements Log.
c. Remediation of identified issues requires successful reperformance of previously failed Test Cases for acceptance.

18 1.5 Deploy
The Deploy stage is the final stage of Project, where Company trains Customer and the thoroughly tested and validated system is made available to end-users. "Go-Live" is defined as when Requirements Log, UAT Test Cases, and end-user training have been completed and/or accepted. Project completion is the completion of the Deploy stage.

1.5.1 Company Responsibilities
a. Perform End-User training for Asset Essentials GIS functionality that applies to Administrator and Full User roles.
b. Develop go-live schedule for final data/configuration alterations and provide written notice when system is ready for operational use.
c. Coordinate transition meeting between Company Project team and Company Support teams at conclusion of post go-live period.

1.5.2 Customer Responsibilities
a. Appoint and ensure attendance of resources responsible for training Customer users and approve go-live schedule.
b. Provide written notice for rescheduling requests and develop plan for additional end-user training.
c. Align internal stakeholders on timing/resources for go-live and develop change management plan for organizational readiness.
d. Request any remaining training hours and implement change management plan activities during post go-live period.

1.5.3 Deliverables
a. Training materials and completed training sessions for Asset Essentials GIS functionality. b. Transition to Company Support team following post go-live period completion. c. Status Reports throughout post go-live period.
d. Documented configuration and data adjustments made during post go-live period.

1.5.4 Conditions
a. Customer has unlimited LMS access; post go-live support provided for thirty (30) days from Go-Live notice.
b. If Customer cannot schedule Go-Live within thirty (30) days of notice, Company may place Project on-hold with potential Change Control implications.

1.5.5 Exclusions
a. Training topics related to the Requester or other system roles, or Customer-specific business processes, unless explicitly stated herein.
b. Company coordination of Customer resources or communications/change management activities for Go-Live.
c. Changes in requirements beyond those deemed necessary by Company and accepted by Customer.

1.5.6 Acceptance Criteria
a. Training materials and completed training sessions require verification that they provide comprehensive instruction on Asset Essentials GIS functionality. 19 b. Transition to Company Support team will be accepted upon confirmation that appropriate handover information has been provided.
c. Status Reports must accurately reflect post go-live activities and issues to be considered acceptable.
d. Documented configuration and data adjustments made during post go-live period require verification that they address identified needs.

2. Out of Scope
Any services not explicitly included in this Scope of Work are considered out of scope, including, but not limited to:

2.1 Reporting and Analytics Services
a. Custom (non-standard) reports beyond standard configuration capabilities. b. Creation of specialized data visualizations or executive dashboards. c. Integration with third-party business intelligence tools. d. Development of custom reporting templates.

2.2 Data Management Services
a. Extraction of data from Customer's source systems.
b. Migration of historical work order data.
c. Additional data imports or conversion of data beyond GIS.

2.3 Financial and Contract Services
a. Configuration of billing or invoicing functionality. b. Setup of vendor contracts or payment terms.
c. Integration with financial or accounting systems.
d. Configuration of purchasing workflows.
e. Management of budget or cost tracking features.

2.4 Technical Development Services
a. Custom code development or scripting.
b. Application Programming Interface (API) development or integration with third-party systems.
c. Product enhancements or modifications to core functionality. d. Development of mobile applications or extensions.
e. Creation of custom workflows beyond standard configuration.

2.5 Additional Implementation Services
a. On-site training beyond what is explicitly stated herein. 20 b. End-user support beyond the post go-live period.
c. Business process reengineering or optimization.
d. Change management services beyond basic guidance.

4. Roles and Responsibilities

4.1 Company Roles and Responsibilities
Company implementation team consists of the following team members with the following roles and responsibilities:

4.1.1 Project Manager
a. Schedule and conduct regular Project status meetings to review progress against plan. b. Maintain a risk register and issue log with assigned ownership and resolution timelines. c. Coordinate transition meeting between Company Project team and Company Support teams at conclusion of post go-live period.

4.1.2 Implementation Consultant
a. Collect and document requirements in a centralized Requirements Log. b. Configure Asset Essentials GIS functionality according to the approved Requirements Log. c. Perform analysis on provided data to determine alterations and/or transformations required prior to upload.
d. Provide recommendations and guidance to Customer on the development of test cases. e. Prepare and deliver training materials and conduct training sessions.

4.2 Customer Roles and Responsibilities
Customer Project team shall include adequate resources to fill the following roles (one Customer resource may fill multiple roles):

4.2.1 Project Leader / Project Sponsor
a. Assign appropriate representatives to participate in the governance structure with decision-making authority.
b. Ensure appropriate levels of executive and Customer team members and resources will be made available to the Company Project team.
c. Align internal stakeholders on timing/resources for go-live and develop change management plan for organizational readiness.

4.2.2 Subject Matter Experts
a. Identify, document, and escalate issues or risks that may impact Project success. b. Review and approve documented requirements within the agreed timeframe. c. Create a comprehensive workbook of test cases to verify that knowledgeable users can utilize the system.
21 d. Document any failures of test cases in the UAT Issue Log and provide additional or missing data necessary for resolution.
e. Extract data to be migrated from existing source system into either .CSV or Excel file(s).

4.2.3 End Users
a. Participate in training sessions and complete the online learning courses for Asset Essentials GIS.
b. Perform the test cases according to the test plan during the allotted testing period. c. Provide feedback on data import results and any issues identified. d. Implement change management plan activities during post go-live period.

4.2.4 RACI

Task/Milestone Company Customer
Requirements Log
Acceptance Responsible Accountable
GIS Data Loaded Responsible Accountable
Test Case Development and
Execution Consulted Responsible/Accountable
Test Case Remediation Responsible Accountable
Admin Training Delivered Responsible Accountable
End User Training Delivered Consulted Responsible/Accountable

5. Assumptions

5.1 Company Assumptions
a. Company will not access any Customer systems.
b. No third-party systems or software are included in this implementation. c. Company shall provide guidance on requirements, but shall not be responsible for applying risk scores to assets if Risk
d. Assessment functionality is enabled.
e. Company shall provide up to five (5) 30-minute data validation sessions to review Customer-provided data.
f. Company shall provide a single Testing Period unless additional periods are approved through the Change Control Process.
22 5.2 Customer Assumptions
a. Customer shall designate a single point of contact/Project coordinator for the duration of the Project.
b. Customer's IT department shall be responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses.
c. Customer shall provide relevant data for Locations, Assets, Users, and Preventative Maintenance Schedules in Excel or CSV format.
d. Customer acknowledges that any information not included in the initial data provided shall be Customer's responsibility for updating manually or purchasing additional services following the data import.
e. Customer acknowledges that once each task is completed, return to completed tasks will be considered rework and will enact the Change Control Process. f. Customer involvement shall be required to configure Asset Essentials GIS functionality.

5.3 Training Assumptions
a. Training consists of both online training courses and instructor-led training, with instructor-led training conducted virtually by default. b. If onsite training is desired, the Customer shall be billed for associated travel expenses with a minimum of two (2) days.
c. Customer shall complete the online learning courses for Asset Essentials GIS functionality prior to attending instructor-led training sessions.

5.4 Data Management Assumptions
a. GIS data shall be provided in one file and one sheet with column headings and one record with corresponding attributes per row.
b. Any additional data provided by Customer after the data review call shall not be imported by Company and shall be Customer's responsibility or shall require a change request to be initiated by Customer.
c. Once data is approved and imported, any further data edits shall be the responsibility of the Customer.

5.5 General Assumptions
a. Any services not explicitly included in this SOW are assumed to be out of scope. b. Services will be provided in the English language and during the following hours Monday to Friday 8:30am to 5pm, Eastern Standard Time. Excluding any holidays that the United States of America observes.

Task/Project Stage Billing Percentage
Project Complete (end of Deploy Stage) 100%

23 Dynamic Data Subscription Description
The Customer will receive access to the following capabilities and functionalities associated with each supported asset:
• Performance Data Enrichment Fields
• Optical Character Recognition (OCR) Technology
• Performance Data Analysis and Reporting
The list of supported assets is provided below and forms an integral part of this agreement. Company will not be responsible for enriching and providing data for any assets outside of the scope of assets defined below, nor for any assets inclusive of this list that fail to be enriched.
• Air handling units
• Blower coil units
• Condensing units
• Chillers
• Coils
• Fan coil units
• Furnaces
• Mini-split systems
• PTAC units
• Packaged units
This Order includes enrichment for the number of assets below:
125.00 Dynamic Data

24 Order terms

BY SIGNING THIS ORDER FORM, WHETHER BY ELECTRONIC OR WRITTEN SIGNATURE, YOU ARE PLACING A BINDING ORDER FOR THE OFFERINGS SHOWN. IF THE INDIVIDUAL ENTERING INTO

THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE

INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS

AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING

THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THE TERMS

AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OFFERINGS.

A. This Order is placed under Region 4 ESC Contract #R210702, titled "Facilities Management Software & Solutions" made available to the Customer through OMNIA Partners Public Sector (the "Master Agreement").

B. The "Effective Date" of the Agreement between Customer and Brightly Software, a Siemens Company ("Siemens") is the September 1, 2026. The parties acknowledge that this Subscription Term is governed by Section 1 (Term of the Agreement) and Section 13 (Survival Clause) of the Master Agreement, which permit the Subscription Term to extend beyond the term of the Master Agreement.

C. Proposal expires in sixty (60) days.

D. The Siemens entity entering into this Agreement is Brightly Software, Inc., a Delaware corporation, and the notice address shall be Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801 USA, Attn: Brightly Software. Notices to Customer shall be sent to City of Redondo Beach, 415 Diamond Street, Redondo Beach, CA 90277, Attn: Mike Cook, Information Technology Director.

E. By accepting this Order, and notwithstanding anything to the contrary in any other purchasing agreement, Customer agrees to pay all relevant Subscription Fees for the full Subscription Term defined above subject to the appropriation of funds in accordance with Section 29 of the Master Agreement (Funding Out Clause) and Section 1.5 (Termination for Non-Appropriation) of the SLED Addendum.

F. Payment terms: Net 30
G. This Order and its Offerings will be subject to the terms and conditions of the Terms of Service (the Base Terms together with any applicable Supplemental Terms) attached hereto. ("Agreement"), unless Customer has a separate written agreement executed by Brightly Software, Inc. for the Offerings, in which case the separate written agreement will govern its defined Term. Acceptance is expressly limited to the terms of the Agreement.

No other terms and conditions will apply. The terms of any purchase order or other document from Customer are excluded and such terms will not apply to the Order and will not supplement or modify the Agreement irrespective of any language to the contrary in such document. The Master Agreement is the "separate written agreement executed by Brightly Software, Inc. for the Offerings" within the meaning of Brightly's Terms of Service and shall govern this Order. Pursuant to Section 1 (Term of Agreement) and Section 13 (Survival Clause) of the Master Agreement, this Subscription Term may extend beyond the 25 term of the Master Agreement. The following documents, all of which are published on the OMNIA Partners contract documents page for Brightly under R210702, are incorporated herein by reference:

1. the originally executed contract package effective April 1, 2022 (published by OMNIA as R210702_Dude_Solutions_MAD_2022_04_01_updated_FEMA), comprising the RFP Addendum & Acknowledgement, Appendix A (Supplier Contract) and its appended Terms & Conditions Acceptance Form (Appendix B) with all approved exceptions, the Offer & Contract Executed Signature Form, and the Supplier's Response to the RFP (which includes the Dude Solutions, Inc. Master Subscription Agreement (the "MSA") and the pricing set forth in Tab 2);

2. the Award letter dated October 26, 2021;

3. the Notice of Material Change to Contract R210702 dated March 8, 2022 (assigning the contract to Brightly Software, Inc.);

4. the Renewal Award of Contract #R210702 letters dated November 1, 2024 and November 13, 2025, and any further renewal letter issued and published on the OMNIA Partners contract documents page prior to the Effective Date;

5. the approved Vendor Contract Updates as compiled in the OMNIA-published file R210702_Brightly_CU_combined_2022-2026 dated June 20, 2022, January 17, 2022, November 4, 2025, and January 21, 2026, and any further Vendor Contract Update published on the OMNIA Partners contract documents page prior to the Effective Date;

6. RFP No. 21-07 and all addenda and Q&A thereto; and
The State, Local Government and Higher Education Addendum (Aug 2024) (the "SLED Addendum"), attached hereto, is also incorporated herein by reference. The Brightly Base Terms (Feb 2025); General Software and Cloud Supplemental Terms (May 2024); and the Services Supplemental Terms (April 2024) apply only as gap-fillers that is, solely to topics not addressed, in whole or in part, by the Master Agreement, the SLED Addendum, or this Order, and shall have no effect on any topic so addressed.

In the event of conflict among the operative documents, the order of precedence shall be:

1. this Order (Brightly Order Form Q-436826);

2. the SLED Addendum (to the extent it provides Customer greater rights than the documents below);

3. Appendix A (Supplier Contract), as modified by the approved exceptions in Appendix B;

4. Offeror's Best and Final Offer;

5. Offeror's Proposal;

6. the MSA; and

7. the RFP and any addenda.

The gap-filler documents identified above are not part of this precedence. 26 No amendment, supplement, renewal letter, Vendor Contract Update, or other modification to any document incorporated herein that is issued after the Effective Date shall apply to this Order without Customer's prior written consent.

H. , Siemens and Customer agree that the provisions of the State, Local Government, and Higher Education Addendum ("SLED Addendum") attached hereto, take precedence over any conflicting terms in the Agreement to the extent the SLED Addendum provides Customer with greater rights than the Master Agreement; where those documents provide greater rights, they control.

I. Siemens shall invoice Customer and Customer agrees to pay Siemens the amount specified on this Order. Quantities purchased may not be decreased during the Subscription Term except as permitted under Section 29 (Funding Out Clause) of the Master Agreement and Section 1.5 of the SLED Addendum (Termination for Non-Appropriation).

Customer is responsible for providing complete and accurate billing and contact information to Siemens and notifying Siemens promptly of any changes to such information.

J. If Customer is paying by credit card or Automated Clearing House ("ACH"), Customer shall establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the "Automatic Payment Method"). Upon establishment of such Automatic Payment Method, Siemens is hereby authorized to charge any applicable fees, including any processing fees, using such Automatic Payment Method.

K. Customer is responsible for paying all taxes associated with its purchases hereunder. Siemens shall invoice Customer and Customer shall pay that amount unless Customer provides Siemens with a valid tax exemption certificate, direct pay permit, or other government-approved documentation. For clarity, Siemens is solely responsible for taxes assessable against Siemens based on its income, property and employees.

L. Siemens agrees the Annual Fees for the first, second, third and fourth Renewal Terms may increase by an amount not to exceed three percent (3%) over the immediately preceding Renewal Term. Any additional or renewal Subscription Terms will be charged at the thencurrent rate.

M. In the event Customer purchases the Cloud Services (including any renewals thereof) through an authorized reseller of Siemens, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or taxes. Such terms and conditions shall be negotiated solely by and between Customer and such authorized reseller. In the event Customer ceases to pay the reseller, or terminates its agreement with the reseller, Siemens shall have the right to terminate Customer's access to the Cloud Services at any time upon thirty (30) days' notice to Customer unless Customer and Siemens have agreed otherwise in writing.

Cloud Services
A. Billing frequency: Annual
B. Cloud Services Offerings will be subject to the terms and conditions of the General Software and Cloud Supplemental Terms attached hereto. except as modified by the order of precedence set forth above.
27 C. The Offerings in this Order will not automatically renew. The Customer may renew for additional periods of no less than one year by written notice of Customer's intent to renew the subscription not less than forty-five (45) days prior to the expiration of the then-current Subscription Term. Continuation beyond the initial Subscription Term is subject to appropriation under Section 29 of the Master Agreement.

D. During the Term, Siemens shall, as part of Customer's Subscription Fees provide telephone and email support ("Support Services") 24 hours/day, 7 days/week.

E. Siemens shall use commercially reasonable efforts to make its Software or Cloud Service available 99.9% of the time for each full calendar month during the Subscription Term, determined on twenty-four (24) hours a day, seven (7) days a week basis (the "Service Standard"). The Service Standard availability for access and use by Customer(s) excludes unavailability when due to: (a) any access to or use of the Cloud Service by Customer or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Customer's or its Account User's Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with internet service or non-Cloud Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Cloud Service by Siemens pursuant to the terms of the Agreement. "Scheduled Downtime" means, with respect to any applicable Cloud Service, the total amount of time (measured in minutes) during an applicable calendar month when such Cloud Service is unavailable for the majority of Customer's Account Users due to planned Cloud Service maintenance.

To the extent reasonably practicable, Siemens shall use reasonable efforts to provide eight (8) hours prior notice of Cloud Service maintenance events and schedule such Cloud Service maintenance events outside the applicable business hours.

F. USE OF APIS. Customer is authorized to use any Application Programming Interface that is either: i) identified as a Cloud Services Offering, or ii) identified as published in the Documentation (collectively the "APIs") as part of any Offering for Customer's internal business purposes only. Customer may not use the APIs to enable unauthorized use of the Cloud Services. Customer may purchase a separate license to use certain published APIs to develop software for use solely in conjunction with the Cloud Services. Customer is prohibited from reselling any software developed through the use of the APIs unless (a) Customer is separately authorized to do so as a member of a Siemens partner program, or (b) Customer has purchased an Offering which include APIs that explicitly allows Customer to develop software for Customer's internal use or for resale under terms and conditions at least as protective as this Agreement. Customer may not otherwise modify, adapt, or merge the Offerings. Siemens has no obligations or liability for software developed by Customer using the APIs. Customer is prohibited from using unpublished APIs under any circumstances.

G. Siemens reserves the right to block IP addresses originating from a Denial of Service (DoS) attack. Siemens shall notify Customer should this condition exist and inform Customer of its action. Once blocked, an IP address shall not be able to access the Cloud Service and the block may be removed once Customer is satisfied corrective action has taken place to 28 resolve the issue. Siemens also reserves the right to suspend or terminate service if Customer: 1) performs load tests, network scans, penetration tests, ethical hacks or any other security auditing procedure on the Cloud Service, 2) interferes with or disrupts the integrity or performance of the Cloud Service or data contained therein, or 3) otherwise violates the use restrictions under this Agreement.

H. Notwithstanding the General Software and Cloud Supplemental Terms, upon termination or expiration of this Agreement, Customer data shall be available for Customer's export and download for a period of thirty (30) days. Upon request at contract termination, Customer data may be provided in a standard mapped export format. To accommodate varying technical environments and data consumption needs, Brightly will deliver data in a commercially reasonable, structured format. Attachments, photos, manuals, and other supporting documents may be organized and mapped to their associated asset records to facilitate navigation and future use. Data exports are typically provided as CSV or Excel files with references to associated documents, with all files packaged together and delivered securely through the Siemens Secure File Transfer system.

Professional Services:

A. Professional Services Offerings will be subject to the terms and conditions of the Services Supplemental Terms attached hereto except as modified by the order of precedence set forth above.

B. Unless otherwise specified in an applicable Order: (i) Siemens will perform the Professional Services during workdays, Monday through Friday, up to 8 hours a day; (ii) any estimate of hours or costs are reasonable, good faith estimates only; and (iii) each task is performed as firm fixed price work or time and materials as described in this Order. Siemens is only obliged to supply Professional Services and/or Deliverables as expressly stated in this Order. Siemens shall not be obliged to supply any Professional Services and/or Deliverables without a valid Order.

C. Scheduling. Siemens requires at least 6 weeks advanced notice from the acceptance of an Order to schedule Professional Services delivery dates when travel is required. Onsite Professional Services shall be delivered consecutively in a single onsite visit unless the applicable Order includes the additional fees and incidental expenses associated with multiple visits.

D. Unused Professional Services. Unless otherwise specified in the Order, Siemens reserves the right to expire any unused Professional Services 12 months from the Effective Date set forth on the Order. If Professional Services remain unused at the end of such period due to scheduling delays caused by Siemens, Siemens shall, at Customer's election, either (i) extend the period for an additional six (6) months at no additional cost, or (ii) refund the prepaid fees for the unused Professional Services.

E. Customer Cooperation. Customer will cooperate reasonably and in good faith with Siemens in its performance of Professional Services by: (i) providing access to any necessary Customer Data, (ii) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Siemens to perform its obligations under the Order, and (iii) actively participate in scheduled project meetings. Any delays in the performance 29 of Professional Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time. Siemens shall provide Customer written notice of any delay within ten (10) business days of its occurrence and a written estimate of any additional charges before they accrue. No Additional charges shall apply absent such notice.

F. Incidental Expenses. Customer will reimburse Siemens for travel and related business expenses pre-approved by Customer in writing and incurred in connection with Professional Services. Siemens shall provide Customer with a written estimate of all travel and incidental expenses prior to incurring them. Siemens shall not exceed such estimate by more than five percent (5%) without Customer's prior written consent Additional information
A. Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer. Tax exemption certifications can be sent to [email protected].

B. Billing frequency other than annual is subject to additional processing fees.

C. Provide Siemens with the purchase order number, if applicable. Acceptance of this Order without a purchase order number indicates that a purchase order is not necessary. Please reference Q-436826 on any applicable purchase order and email to [email protected]
D. Siemens shall maintain, at its own expense, throughout the Subscription Term and for one (1) year thereafter, insurance coverage in accordance with Section 32 of the Region 4 Master Agreement: (i) Commercial General Liability of not less than $2,000,000 per occurrence / $4,000,000 aggregate; (ii) Professional Liability / Errors & Omissions / Technology E&O of not less than $5,000,000 per claim / aggregate; (iii) Cyber Liability of not less than $5,000,000 per claim / aggregate; (iv) Workers' Compensation as required by law and Employer's Liability of not less than $1,000,000; (v) Automobile Liability of not less than $1,000,000 if onsite work involves vehicles. Siemens shall provide a Certificate of Insurance prior to the Effective Date and shall name Customer and its officers, employees, and agents as additional insureds on the Commercial General Liability and Automobile Liability policies. Siemens shall provide thirty (30) days' written notice prior to any modification or cancellation
E. Notwithstanding any limitations of liability in the Master Agreement, the SLED Addendum, or any other incorporated terms, Siemens' aggregate liability for claims arising from Siemens':
(i) indemnification obligations under the Master Agreement and any other incorporated terms; and
(ii) a breach of security leading to the unauthorized disclosure of, or access to, Customer data processed under the Master Agreement and any other incorporated terms; shall not exceed two (2) times the fees paid under the Order during the immediately preceding twelve month period.
30 F. Notwithstanding any confidentiality provisions described herein, including any other incorporated document, the receiving party may make disclosures if the information (i) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the receiving party; (ii) is rightfully in the receiving party’s possession at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without use of the disclosing party’s Confidential Information; (iv) is rightfully obtained by the receiving Party from a third party without restriction on use or disclosure; (v) required to be disclosed by the receiving party pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act (Cal. Gov. Code § 7920 et seq.); (vi) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Customer’s City Council; or (vii) disclosed as part of the Customer’s customary contract approval process.

G. With respect to Siemens' trade secrets, source code, security assessments, system architecture documentation, and API specifications, subject in all respects to Customer’s disclosure rights set forth above, Customer shall: (a) not affirmatively waive any exemption from disclosure that may be available under applicable law, including without limitation the trade-secret exemption under Government Code § 7927.705; and (b) where permitted by law, provide Brightly with reasonable notice prior to disclosure of such materials in response to a public records request, so that Brightly may, at its own expense, seek appropriate judicial relief.

H. Customer Data shall be stored within the continental United States. Siemens shall maintain a SOC 2 Type II report (or equivalent) covering the Service throughout the Subscription Term and shall make a current copy available upon request, subject to reasonable confidentiality protections. Siemens shall notify Customer in writing within seventy-two (72) hours of confirming any Security Incident affecting Customer Data, or sooner if required by applicable law, including California Civil Code § 1798.82.

I. The Artificial Intelligence Terms of Use (the "AI Terms") located attached govern use of AI Services when included in an Offering. Where the AI Terms reference the Universal Customer Agreement "UCA" or End User License Agreement ("EULA"), such reference shall be deemed to refer to the Agreement as described in this Order.
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63 Signature
Presented to:

City Of Redondo Beach - Q-436826
Accepted by:

Printed Name

Signed Name

Title

Date
Michael Knox
VP of Sales
8/27/2026 | 7:43 AM PDT
Siemens
Krishant Sivanesan
Siemens
VP of Finance
8/27/2026 | 8:18 AM PDT

Redondo Beach City CouncilSeptember 1, 2026

Redondo Beach City Council
September 1, 2026