Richmond City Council
March 21, 2023

3-21-23, CC Mtg.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

B'ocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A872485FF5B ORDER
By the signatures of their duly authorized representatives below, the Superion entity identified below and the customer identified below ("Customer"), intending to be legally bound, agree to all of the provisions of this Order, and agree that this Order represents a separate contract between such Superion entity and Customer, effective upon the latest date shown on the signature page below. ("Order Execution Date").

This Order incorporates and is governed by all of the terms of the Superion Standard Terms and Conditions attached hereto as Exhibit A ("SST") as if the Superion entity was "Superion" and Customer was "Customer" thereunder.

Capitalized terms not defined in this Order have the meaning given them in the SST. . The terms and conditions contained in this Order, including prices, will be honored as set forth herein, provided the Order is fully executed and delivered by March 30, 2018.

Superion, LLC
1000 Business Center Dr.

Lake Mary, FL 32746
By:
7889518AF6C6459 ...

Print Name: Brad surmi nsky
Print Title: CFO
Date Signed: 3/13/2018
CUSTOMER#~~~~~~-
By:

Print Title:

Date Signed:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
SUPERION ORDER# 00001789
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

1.SOLUTION: Superion TRAKiT

2. INITIAL TERM: [Perpetual]

3.SCOPE OF USE:

SOLUTION AND RELATED INFORMATION
a. DESIGNATED LOCATION(s): 450 Civic Center Plaza, Richmond, CA 94804 b. REGION: UNITED STATES

4. LICENSE AND INITIAL SUPPORT FEES: See Project Cost Sypplement Software Notes:

1. Interfaces are interfaces only. Customer is responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor.

2. Support for the Initial Support Term is provided at no charge. The Support Fee in the table above represents the support fee for the first Renewal Support Term and is payable only if Customer elects to extend the term through the first Renewal Support Term as provided for in Section 9.3 of the SST.

3. Annual Subscription Fee: The initial annual subscription term for any subscription product(s) listed above shall commence on the Execution Date and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for successive one ( 1) year terms, unless either party gives the other part written notice of non-renewal at least sixty (60) days prior to expiration of the then-current term. The thencurrent fee will be specified by Superion in an annual invoice to Customer thirty (30) days prior to the expiration of then current annual period.

5. SUPPORT TERM:
a. INITIAL SUPPORT TERM: 12 months from the Order Execution Date. The Initial Support Term is provided at no charge. b. RENEWAL SUPPORT TERM(S): Pursuant to Exhibit 2, additional one year renewal periods commencing upon the expiration of the Initial Support Term (or anniversary thereof) for a period not to exceed four (4) years.

6. SERVICES: See Project Cost Sypplement
Services Notes:

1. This price is a "not to exceed" amount based on the Services selected by Customer at the time of the execution of this Agreement. The amount listed above will change if additional services are necessitated by changes to the scope of the project, or if Customer chooses additional services, software, or hardware following the execution of this Agreement, or if Customer otherwise fails to cooperate with SunGard Public Sector and/or perform its responsibilities as reasonably required through the course of the project.

2. Travel and living expenses are additional and will be billed monthly as Superion renders the services.

7. THIRD PARTY PRODUCTS: See Project Cost Sypplement
Third Party Products Notes

1. See Attached Supplements

2. Actual shipping charges are additional and will be due upon delivery.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

8. PAYMENT TERMS:

License Fee: 100% on the Execution Date.

Annual Support Fees: Support Fees are due thirty (30) days prior to the commencement of the Renewal Support Term for which such fees are being remitted.

Third Party Software Initial Annual Subscription Fees: 100% on the Execution Date.

Third Party Services Fee: 50% on the Execution Date; 50% on invoice, upon completion.

APPLICABLE TAXES ARE NOT INCLUDED IN THE PROJECT COST SUPPLEMENT, AND, IF APPLICABLE,

WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO CUSTOMER.

9. ADDRESSES:
a. CUSTOMER ADDRESS FOR INVOICES: 450 Cjyjc Center Plaza. Rjcbmond. CA 94804 b. CUSTOMER ADDRESS FOR NOTICES: 450 Cjyjc Center Plaza. Rjcbmond. CA 94804 c. CUSTOMER ADDRESS FOR SOFTWARE SHIPMENT: 450 Cjyjc Center Plaza. Rjchmond. CA 94804 d. SUPERION'S ADDRESS FOR NOTICES:

Superion, LLC.

Attn: Legal Counsel
1000 Business Center Drive
Lake Mary, FL 32746

10. LIABILITY CAP: The greater of ten thousand US dollars ($10,000) or the License Fee actually paid by Customer to Superion under this Order

11. SPECIFIED CONFIGURATION: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s) within the· United States of America for which Superion supports the Solution. Customer acknowledges that certain Solutions software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the specified configuration so that Superion can confirm that it is a configuration on which Superion supports use of the Solution.

12. OTHER TERMS APPLICABLE TO THIS ORDER:
• PROJECT COST SUPPLEMENT
• SUPPORT SUPPLEMENT
• SUPERION TRAVEL EXPENSE GUIDELINES
• SUPERION STANDARD TERMS - EXHIBIT A
• SCOPE OF WORK - EXHIBIT 1
• MAINTENANCE SOFTWARE IDENTIFIED - EXHIBIT 2
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

LlocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B License Fees & Maintenance
Product Name
TRAKiT End User License
Third-Party Subscription Fees
Product Name
VoiceTRAK
Professional Services
lnstallatron & Configuration
Product Name
VoiceTRAK-Services
Technical Services
Product Name
VoiceTRAK·Services
Training
Product Name
VoiceTRAK-Services
Summary
Product/Service
License Fees
Professional Services
Third-Party Subscription Fees
Total
Net Maintenance

PROJECT COST SUPPLEMENT
Valid Until:

Quote Number: Q·00001789 03/30/18
Total
Total
Total
Total
Total
Total Professional Services
Subtotal
Subtotal
Quantity
5 Quantity
1 Amount
$10,000.00
$10,610.00
$6,500.00
License Fee Maintenance
$10,000.00 $2,000.00
$10,000.00 $2,000.00
Subscription Fee
$6,500.00
$6,500.00
Amount
$2,450.00
$2,450.00
Amount
$8,000.00
$8,000.00
Amount
$160.00
$160.00
$10,610.00
$20,610.00
$6,500.00
$27,110.00
$4,000.00
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
['.)ocuSign°Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

SUPPORT SUPPLEMENT

1. Superion shall provide to Customer, during Superion's support hours as set forth in the Support Standards below ("Support Hours"), telephone assistance regarding Customer's proper and authorized use of a new edition of a Solution or Custom Modification (the "Release"), as applicable.

2. Superion shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving Errors reported by Customer in accordance with this Order. Customer shall provide to Superion reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist Superion in its efforts to diagnose, reproduce and correct the Error. These support services shall be provided by Superion at Customer location(s) if and when Superion and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported Error did not, in fact, exist or was not attributable to a defect in the Solution or an act or omission of Superion, then Customer shall pay for Superion's investigation and related services at Superion's standard professional services rates. Customer must provide Superion with such facilities, equipment and support as are reasonably necessary for Superion to perform its obligations under this Order, including remote access to the Specified Configuration.

3. Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solution shall be furnished by means of new Releases of the Solution and shall be accompanied by updates to the Documentation whenever Superion determines, in its sole discretion, that such updates are necessary.

4. Support Surcharge Imposed In Certain Instances: At the commencement of any Renewal Support Term where Customer is operating on a Solution version that is more than two (2) general release versions behind the then-current release for any Solution, Superion will assess a ten percent (10%) surcharge over and above the support fee for that Renewal Support Term, with such surcharge to be imposed on a prorated basis for the portion of the Renewal Support Term that Customer remains on a general release version that is more than two (2) releases behind the then-current release of the Solution in question. Once Customer is using a release that is no more than two (2) general release versions behind the then-current release, the support surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then-current release.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Support Standards
I. Support Hours: Hours During Which Superion's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 AM. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9").

II. Targeted Response Times.
"Notification" means a communication to Superion's help desk by means of: (i) Superion's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with Superion's thencurrent policies and procedures for submitting such communications.

With respect to Superion's support obligations, Superion will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution or Custom Modifications identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable Superion "Telephone Support" hour occurring after Superion's receipt of the Notification:

Priority
Urgent
1 Critical
2 Noncritical
3 Minor
4 Description
A support issue shall be considered Urgent
when it produces a Total System Failure;
meaning Superion's Solution/Custom
Modification is not performing a process that
has caused a complete work stoppage.

A support issue shall be considered Critical
when a critical failure in operations occurs;
meaning Superion's Solution/Custom
Modification is not performing a critical
process and prevents the continuation of basic
operations. Critical problems do not have a
workaround. This classification does notapply
to intermittent problems.

A support issue shall be considered NonCritical when a non-critical failure in operations occurs; meaning Superion's
Solution/Custom Modification is not
performing non-critical processes, but the
system is still usable for its intended purpose
or there is a workaround.

A support issue will be considered Minor
when the issue causes minor disruptions in the
way tasks are performed, but does not affect
workflow or operations. This may include
cosmetic issues, general questions, and how
to use certain features of the system.

Response Goal*
Superion has a
stated goal to
respond within 60
minutes of the issue
being reported and
have a resolution
plan within 24
hours.

Superion has a
stated goal to
respond within two
hours of the issue
being reported.

Superion has a
stated goal to
respond within four
hours of the issue
being reported.

Superion has a
stated goal to
respond within 24
hours of the issue
being reported.

Resolution Goal*
Although resolution
times vary
depending on the
exact issue and
customer
environment,
Superion has a
stated goal to
resolve an urgent
issue within 24
hours or provide a
resolution plan with
urgent issues within
24 hours of the
issue being
reported.

A resolution plan
details the steps
necessary to
understand and
possibly resolve the
issue.
* Measured from the moment a Case number is created. As used herein a "Case number" is created when a) Superion's support representative has been directly contacted by Customer either by phone, email, in person, or through Superion's online support portal, and b) when Superion's support representative assigns a case number and conveys that case number to the Customer.

Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can perform the support obligations and/or services under this Order; and will provide appropriate security access and accounts for Superion staff and each session participant.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

SUPERION TRAVEL EXPENSE GUIDELINES
Superion will adhere to the following guidelines when incurring travel expenses:

All arrangements for travel are to be made through the Superion Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing.

AIR TRAVEL - Superion will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement.

Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.

LODGING -Superion will use the most reasonable accommodations possible, dependent on the city. All food items, movies, and phone/internet charges are not reimbursable.

RENTAL CAR - Compact or Intermediate cars will be required unless there are three or more Superion employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. Superion shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the Superion auto insurance policy. Fines for traffic violations are not reimbursable expenses.

OTHER TRANSPORTATION - Superion staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines).

OTHER BUSINESS EXPENSES - Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items.

MEALS - Standard per Diem. Subject to change due to cost of living.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
rlocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B These Superion Standard Terms ("SST") may be,incorporated into one or more orders referencing these SST (each, an "Order"). Each Order, together with these SST, shall form a separate agreement (this "Agreement"), by and between the Person identified on the Order ("Customer") and the Superion Company identified on the Order ("Superion"), applicable to the proprietary solution identified on the Order (the "Solution"), as such Solution may be modified, revised and updated from time to time. Only the Customer and Superion entities that execute the Order will be liable for the obligations under that Order. Each Order will be effective upon the latest date shown on the signature page of the Order ("Order Execution Date").

1. Scope. Customer may use the Solution only in
the ordinary course of Customer's internal business
operations for the benefit of Customer and only in
accordance with the terms on the Order, the
Documentation, this Agreement, including the Scope of
Use. Customer shall be liable for any breach of the terms of this Agreement by any persons given access to the
Solution by Customer.

2. Specified Configuration. Customer shall, at its
expense, procure and maintain the computer hardware,
systems software and other items required for use of, or access to, the Solution, including those described in the Order and Documentation (the "Specified
Configuration") and for updating the Specified
Configuration in accordance with Superion's published
updates. If not yet completed, Customer shall complete its procurement and installation of the Specified
Configuration prior to the scheduled start of
implementation. Customer shall devote all equipment,
facilities, personnel and other resources reasonably
necessary to begin using the Solution in production on a timely basis as contemplated by this Agreement and
satisfy any Customer requirements necessary for
Superion to complete the professional services described in Section 6. Superion is not responsible for any delays or additional fees and costs associated with Customer's
failure to timely perform its obligations under this Section

2. 3. Payments.

3.1 Fees. Customer shall pay to Superion the fees
stated in the Order, in accordance with the payment terms stated on the Order. Superion shall invoice all other fees, as and when incurred. All invoices shall be sent to
Customer's address for invoices stated on the Order.

Except as otherwise specified on the Order, Customer's
payments shall be due within thirty (30) days after the invoice date. A late payment fee at the rate of 12% per year (or, if lower, the maximum rate permitted by
applicable law) shall accrue on any amounts thirty (30) days past due and unpaid by Customer to Superion,
except for Disputed Amounts. Superion may not increase
the fees and charges payable under this Agreement,
unless otherwise stated in this Agreement or in the Order.

Except as provided in Section 4.2(c), all fees and other amounts paid by Customer under this Agreement are
non-refundable.

3.2 Taxes. The fees and other amounts payable by
Customer to Superion under this Agreement do not
include any taxes, duties, levies, fees or similar charges of any jurisdiction ("Taxes") that may be assessed or
imposed in connection with the transactions
contemplated by this Agreement, excluding only taxes
based upon Superion's net income. Customer shall
directly pay any such Taxes assessed against it, and
Customer shall promptly reimburse Superion for any such Taxes payable or collectable by Superion.

3.3 Certain Remedies for Non-payment. If
Customer fails to pay to Superion, within ten (10) days after Superion makes written demand therefor, any pastdue amount payable under this Agreement (including any applicable late payment fee) that is not a Disputed
Amount, in addition to all other rights and remedies which Superion may have, Superion may, in its sole discretion and with further notice to Customer stating the
suspension date, suspend performance of any or all of its obligations under this Agreement (other than Section 5).

Superion shall have no liability for Customer's use of the Solution until all such past-due amounts and any
applicable reinstatement fees are paid in full.

4. Warranties, Covenants and Limitations.

4.1 Compliance with Laws. Superion shall comply
with all laws, enactments, orders and regulations
applicable to it as the provider of services under this DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Agreement. Customer shall comply with all laws,
enactments, orders and regulations applicable to it as the recipient and user of services under this Agreement.

4.2 No Infringement. Superion shall indemnify and
defend Customer against, any third-party claim asserting that the Solution, as and when made available to
Customer by Superion and when properly used for the
purpose and in the manner specifically authorized by this Agreement, infringes upon (i) any patent issued as of the date of this Agreement by a country that is a signatory to the Paris Convention, (ii) any copyright of any country that is a member of the Berne Convention as of the date of this Agreement, or (iii) any trade secret or other proprietary right of any Person (collectively, "IP Rights"). Superion shall have no obligation under this Section 4.2 unless
Customer promptly gives notice to Superion within ten (1 O) days after the date Customer first receives notice of the applicable infringement claim (provided that later notice shall relieve Superion of its liability and obligations under this Section 4.2 only to the extent that Superion is
prejudiced by such later notice) and allows Superion to have sole control of the defense or settlement of the claim.

Customer may monitor any such litigation or proceeding
at its expense, using counsel of its choosing. The
remedies provided in this Section 4.2 are the sole
remedies for a claim of infringement or misappropriation hereunder. If any applicable infringement claim is
initiated, or in Superion's sole opinion is likely to be initiated, Superion may at its option and expense:
(a) modify or replace all or the allegedly infringing
part of the Solution so that it is no longer allegedly
infringing, provided that the functionality does not change in any material adverse respect; or
(b) procure for Customer the right to continue using
the allegedly infringing part of the Solution; or
(c) remove all or the allegedly infringing part of the
Solution, and (i) if Customer has paid a one-time upfront initial license fee for the applicable Solution, refund to Customer the corresponding portion of the license fee
paid by Customer to Superion for the applicable Solution, less a reasonable rental charge equal to one-sixtieth
(1/60) of the initial license fee for each month of use following the Order Execution Date, or (ii) if Customer is paying for the use of the Solution on a recurring basis, refund to Customer the corresponding portion of the
unused recurring fee(s) paid by Customer to Superion
with respect to the applicable Solution, and in each such case this Agreement shall terminate with respect to the Solution or part thereof removed.

4.3 Harmful Code. Using a recent version of a
reputable virus-checking product (to the extent
commercially available), Superion will check the Solution, as well as any systems used to deliver the Solution, for any viruses, worms or similar harmful code ("Harmful
Code") and will use commercially reasonable efforts to
eliminate any such Harmful Code that Superion
discovers.

4.4 Exclusion for Unauthorized Actions. Superion
is not liable under any provision of this Agreement for any performance problem, claim of infringement or other
matter to the extent attributable to any unauthorized or improper use or modification of the Solution by or on
behalf of Customer, any unauthorized combination of the Solution with othe~ software or services (other than as specified in the Specified Configuration), any use of any version of the Solution other than the Supported Release, a failure to subscribe to support services if then offered for the Solution, any Third-Party Hardware or Third-Party
Services, and Third-Party Software or Open Source
Software (except as set forth in Sections 4.1 O and 4.12), any wrongful act or omission by Customer, its Affiliates or its customers or any breach of this Agreement by
Customer.

4.5 Force Majeure. Neither party shall be liable for,
nor shall either party be considered in breach of this
Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations, which shall be suspended only for so long as the force
majeure event renders Customer unable by any means to
transmit payments when due hereunder) as a result of a
cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, theft or
criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or
other networked environment), power or other utility,
unavailability of supplies or any other cause, whether
similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care.

4.6 Disclaimer. EXCEPT AS STATED IN
SECTIONS 4, 6.5 AND 9.5, THE SOLUTION,

DOCUMENTATION AND SERVICES ARE PROVIDED
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign. Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "AS IS,'' AND ALL OTHER REPRESENTATIONS,

WARRANTIES, TERMS OR CONDITIONS, ORAL OR

WRITTEN, EXPRESS OR IMPLIED, ARISING FROM

COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE, QUALITY OF

INFORMATION, QUIET ENJOYMENT OR OTHERWISE
(INCLUDING IMPLIED WARRANTIES, TERMS OR

CONDITIONS OF MERCHANTABILITY,

SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINTERFERENCE, OR NON-INFRINGEMENT) ARE, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EXCLUDED FROM THIS AGREEMENT.

4.7 Limitations Cap. EACH PARTY'S TOTAL

LIABILITY UNDER THIS AGREEMENT SHALL

UNDER NO CIRCUMSTANCES EXCEED THE
LIABILITY CAP.

4.8 Consequential Damage Exclusion. UNDER NO

CIRCUMSTANCES SHALL EITHER PARTY (OR ANY

OF ITS AFFILIATES PROVIDING OR RECEIVING THE

SOLUTION, SERVICES OR OTHER SOFTWARE

UNDER THIS AGREEMENT) BE LIABLE TO THE

OTHER OR ANY OTHER PERSON FOR LOSSES OR

DAMAGES WHICH FALL INTO ANY OF THE
FOLLOWING CATEGORIES: (a) LOST REVENUES, (b)
LOST PROFITS, (c) LOSS OF BUSINESS, (d)
TRADING LOSSES, (e) INACCURATE
DISTRIBUTIONS OR (f) ANY INCIDENTAL, INDIRECT,

EXEMPLARY, CONSEQUENTIAL, SPECIAL OR

PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY

OF THE FOREGOING LOSSES OR DAMAGES

RESULTING FROM CUSTOMER'S USE OF THE

SOLUTION OR SERVICES PROVIDED HEREUNDER,

OR ARISING FROM ANY BREACH OF THIS

AGREEMENT OR ANY TERMINATION OF THIS

AGREEMENT, WHETHER SUCH LIABILITY IS

ASSERTED ON THE BASIS OF CONTRACT, TORT
(INCLUDING NEGLIGENCE OR STRICT LIABILITY)

OR OTHERWISE AND WHETHER OR NOT

FORESEEABLE, EVEN IF THE RELEVANT PARTY

HAS BEEN ADVISED OR WAS AWARE OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES. FOR

PURPOSES OF CLARIFICATION, THE FOLLOWING
SHALL BE DEEMED "DIRECT DAMAGES" AS

BETWEEN CUSTOMER AND SUPERION FOR THE
PURPOSES OF THIS AGREEMENT (i) ANY AND ALL

DAMAGES, INCLUDING CONSEQUENTIAL AND

SIMILAR DAMAGES, AWARDED TO A THIRD PARTY

FOR WHICH INDEMNIFICATION IS PROVIDED BY A
PARTY UNDER SECTION 4.2; (ii) CUSTOMER'S OUTOF-POCKET COSTS TO NOTIFY AFFECTED

PERSONS AND/OR PAY FOR CREDIT MONITORING

SERVICES FOR SUCH PERSONS FOR A ONE-YEAR

PERIOD INCURRED AS A RESULT OF SUPERION'S
BREACH OF SECTION 5.

4.9 Exceptions. THE LIMITATIONS AND
EXCLUSIONS SET FORTH IN SECTIONS 4.7 AND 4.8
SHALL NOT APPLY TO: (a) BREACHES OF THE
SCOPE OF USE; (b) FAILURE TO PAY FEES WHEN
DUE; (c) DAMAGES CAUSED BY EITHER PARTY'S
FRAUD OR WILLFUL MISCONDUCT; (d) A PARTY'S

LIABILITY FOR DEATH OR PERSONAL INJURY DUE
TO THAT PARTY'S NEGLIGENCE; OR (e) A PARTY'S

LIABILITY FOR DAMAGES TO THE EXTENT THAT

SUCH LIMITATION OR EXCLUSION IS NOT
PERMITTED BY APPLICABLE LAW. THE
LIMITATIONS SET FORTH IN SECTION 4.7 DO NOT

APPLY TO CLAIMS FOR WHICH INDEMNIFICATION IS
PROVIDED BY A PARTY UNDER SECTION 4.2.

4.10 Third-Party Software. To facilitate Customer's
access and use of the Third-Party Software, the
licensor(s) of such Third-Party Software have agreed to allow Superion to provide the Third-Party Software to
Customer subject to the following additional conditions:
(i) the Third-Party Software shall be used only in
conjunction with any permissible use of the Solution
specifically authorized in this Agreement, and
(ii) the Third-Party Software shall be used only in
accordance with licensor's terms and conditions and
documentation for the Third-Party Software which, unless otherwise included in a specific Supplement to the Order, shall be provided to Customer with the receipt of such
Third-Party Software. Superion shall use reasonable
efforts to provide Customer the benefit of all indemnities and warranties granted to Superion by the licensor(s) of the Third-Party Software, to the extent possible without additional cost to Superion, as and if permitted by
Superion's agreement with the licensor of the Third-Party Software, and to the extent such warranties and
indemnities pertain to Customer's use of the Third-Party Software hereunder. In the event of any defect in any
Third-Party Software (in the form delivered by Superion and when properly used for the purpose and in the
manner specifically authorized by this Agreement),
Superion will use commercially reasonable efforts to
replace or correct the Third-Party Software without
charge. If Superion complies with this provision, it shall DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B face no further liability with respect to any defect in any Third-Party Software.

Unless as otherwise provided in a specific
Supplement to the Order, or as provided in the
licensor's terms and conditions, Superion shall
provide Level 1 support of the Third-Party Software.

For purposes herein, Level 1 Support shall mean:
1) Taking the first support call from Customer and
qualifying the call priority, or if an existing case,
obtaining case information;
2) Gathering information about the case, defining
and describing the problem, and determining if the
Third Party Software is the cause of the problem.

Analyze problem symptoms, attempt to find root
cause if appropriate and document result of such
attempts. Determining if the problem is a known
Third-Party Software problem by accessing third
party online support resources; and
3) If it is determined to be a Third-Party Software
problem, contacting the Third-Party Software
technical support. For new cases, opening a case
and selecting a priority. For existing cases, providing the case number and information gathered to the
Third-Party Software support engineer.

4.11 Third-Party Hardware and Third-Party
Services. Customer is hereby advised that the third
party, and not Superion, assumes all responsibility for and liability in connection with the Third-Party Hardware and Third-Party Services, and is solely responsible for delivering the Third-Party Hardware and Third-Party
Services to Customer. Superion is not authorized to
make any representations or warranties that are binding upon the third party or to engage in any other acts that are binding upon the third party, excepting specifically that Superion is authorized to represent the fees for the Third-Party Hardware or Third-Party Services as the
same is provided for in the Order and to accept payment of such amounts from Customer on behalf of the third
party.

4.12 Open Source Software Components. The
Solution may be provided with or included Open Source
Software, including that Open Source Software identified in the Documentation or on the support services website for the Solution. The Open Source Software is licensed
under the terms of the open source license that
accompanies or is made available with such Open
Source Software, including via a website designated by
Superion. Nothing in this Agreement limits Customer's
rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for
such Open Source Software. Open Source Software
shall not be deemed to be part of the Solution under this Agreement and Superion shall have no liability relating to such Open Source Software; provided, however, that
Superion shall be responsible for fixing Errors caused by the Open Source Software to the same extent as
Superion's ongoing support obligations as set forth in
Section 8.5 and 9.3 of this Agreement.

4.13 Open Negotiation. Customer and Superion
have freely and openly negotiated this Agreement,
including the pricing, with the knowledge that the liability of the parties is to be limited in accordance with the
provisions of this Agreement.

4.14 Title and Risk of Loss. In no event will Superion
be deemed to have taken title or any similar right or
interest in or of any Third-Party Software or Third-Party Hardware in the chain of distribution to Customer, and
title, risk of loss, and/or such similar right or interest in or to the Third-Party Software or Third-Party Hardware will be deemed to vest in Customer either at the point of
delivery to carrier for shipment or as otherwise provided for in the licensor's terms and conditions.

4.15 Disclaimer. Except as may be provided in
Section 4.1 O above, Customer agrees and understands
that SUPERION MAKES NO WARRANTIES

WHATSOEVER, EXPRESSED OR IMPLIED, WITH
REGARD TO THE THIRD-PARTY PRODUCTS. ALL

WARRANTIES (IF ANY) ARE PROVIDED TO

CUSTOMER BY THE LICENSORS,
MANUFACTURERS OR PROVIDERS OF SUCH THIRDPARTY PRODUCTS. SUPERION EXPLICITLY

DISCLAIMS ALL WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR ITS

OBLIGATION TO REMIT PAYMENT RECEIVED FROM

CUSTOMER TO THE THIRD PARTY PURSUANT TO
THIS AGREEMENT, SUPERION will have no
LIABILITY whatsoever in CONNECTION WITH THE
THIRD-PARTY PRODUCTS.

4.16 other Limitations. The warranties made by
Superion in this Agreement, and the obligations of
Superion under this Agreement, run only to Customer and DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

IJocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B not to its Affiliates, its customers or any other Persons.

Under no circumstances shall any Affiliate or customer of Customer or any other Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement (including any
right to be consulted in connection with any variation or rescission of the Agreement agreed between Superion
and Customer), even if such Affiliates, customers or other Persons are provided access to the Solution or data
maintained in the Solution via the Internet or other
networked environment. Except to the extent specified in an Order, Superion shall not be deemed Customer's
official record keeper for regulatory or other purposes and shall have no obligation to retain any records or data on Customer's behalf after termination or expiration of this Agreement.

5. Confidentiality, Security, Ownership and Use
Restrictions.

5.1 Confidentiality. The party receiving Confidential
Information ("Receiving Party") of the other ("Disclosing Party") shall not, and shall cause its Authorized
Recipients not to, use Confidential Information for any purpose except as necessary to implement, perform or
enforce this Agreement. Receiving Party will use the
same reasonable efforts to: (a) protect the Confidential Information of Disclosing Party as it uses to protect its own proprietary information and data. Prior to disclosing the Confidential Information to its Authorized Recipients,
Receiving Party shall inform them of the confidential
nature of the Confidential Information and require them to abide by the terms of this Agreement. Receiving Party will promptly notify Disclosing Party if Receiving Party
discovers any improper use or disclosure of Confidential Information and will promptly commence all reasonable
efforts to investigate and correct the causes of such
improper use or disclosure. If Receiving Party believes the Confidential Information must be disclosed under
applicable law, Receiving Party may do so provided that, to the extent permitted by law, the other party is given a reasonable opportunity to contest such disclosure or
obtain a protective order.

5.2 Security.
(a) Superion will implement commercially
reasonable administrative, technical and physical
safeguards designed to: (i) ensure the security and
confidentiality of Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; and (iii) protect against unauthorized access to or use of Customer Data. Superion will review and test such safeguards on no less than an annual basis. (b) If Customer makes the Solution or data
maintained by the Solution accessible through the
Internet or other networked environment, Customer shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of the Solution, adequate technical and procedural access
controls and system security requirements and devices,
necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudlation and
virus detection and eradication.
(c) To the extent that Third-Party Users are
permitted to have access to the Solution, Customer shall maintain agreements with such Third Party Users that
adequately protect the confidentiality and intellectual property rights of Superion in the Solution and
Documentation, and disclaim any liability or responsibility of Superion with respect to such Third Party Users.

5.3 Personal Data. If Superion processes or
otherwise has access to any personal data or personal
information on Customer's behalf when performing
Superion's obligations under this Agreement, then:
(i) Customer shall be the data controller (where "data
controller" means an entity which alone or jointly with others determines purposes for which and the manner in
which any personal data are, or are to be, processed) and Superion shall be a data processor (where "data
processor'' means an entity which processes the data
only on behalf of the data controller and not for any
purposes of its own); (ii) Customer shall ensure that it has obtained all necessary consents and it is entitled to
transfer the relevant personal data or personal
information to Superion so that Superion may lawfully
use, process and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include Superion
processing and transferring the relevant personal data or personal information outside the country where Customer and the Authorized Users are located in order for
Superion to provide the Solution and perform its other
obligations under this Agreement; and (iii) Superion shall process the personal data and personal information only in accordance with any lawful and reasonable instructions given by Customer from time to time as set out in and in accordance with the terms of this Agreement; and (iv)
each party shall take appropriate technical and
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign"Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B organizational measures against unauthorized or
unlawful processing of the personal data and personal
information or its accidental loss, destruction or damage so that, having regard to the state of technological
development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or
damage in relation to the personal data and personal
information and the nature of the personal data and
personal information being protected. If necessary, the parties will cooperate to document these measures taken.

5.4 SG Solution Details. The SG Solution Details are
trade secrets and proprietary property of Superion or its licensors, having great commercial value to Superion or its licensors. Title to all SG Solution Details and all related intellectual property and other ownership rights shall be and remain exclusively with Superion or its licensors,
even with respect to such items that were created by
Superion specifically for or on behalf of Customer.

Superion and its Affiliates may freely use Feedback
without attribution or the need for Superion, its Affiliates or any third party to pay Customer or any third party any royalties or other fees of any kind. This Agreement is not an agreement of sale, and no intellectual property or other ownership rights to any SG Solution Details are
transferred to Customer by virtue of this Agreement. All copies of SG Solution Details in Customer's possession
shall be deemed to be on loan to Customer during the
term of this Agreement:

5.5 Use Restrictions. Except to the extent
specifically authorized by this Agreement, Customer shall not, shall not attempt to, and shall not permit any other Person under its reasonable control to: (a) use any SG
Solution Detail for any purpose, at any location or in any manner not specifically authorized by this Agreement; (b) make or retain any Copy of any SG Solution Detail; (c)
create or recreate the source code for the Solution, or reengineer, reverse engineer, decompile or disassemble the Solution except to the extent specifically permitted by applicable law; (d) modify, adapt, translate or create
derivative works based upon the Solution or
Documentation, or combine or merge any part of the
Solution or Documentation with or into any other software or documentation except to the extent specifically
permitted by applicable law; (e) refer to, disclose or
otherwise use any SG Solution Detail as part of any effort either (i) to develop a program having any functional
attributes, visual expressions or other features similar to those of the Solution or (ii) to compete with Superion; (f) remove, erase or tamper with any copyright or other
proprietary notice printed or stamped on, affixed to, or encoded or recorded in any SG Solution Detail, or fail to preserve all copyright and other proprietary notices in any Copy of any SG Solution Detail made by Customer; (g)
sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor,
sub-contractor, consultant or partner, any right to use any SG Solution Detail or allow such other Person to use or have access to any SG Solution Detail, whether on
Customer's behalf or otherwise; or (h) use the Solution to conduct any type of application service provider, service bureau or time-sharing operation or to provide remote
processing, network processing, network
telecommunications or similar services to any Person,
whether on a fee basis or otherwise.

5.6 Notice and Remedy of Breaches. Each party
shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of this Section 5, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably
requested by the other party to prevent or remedy the
breach.

5.7 Enforcement. Each party acknowledges that any
breach of any of the provisions of this Section 5 may
result in irreparable injury to the other for which money damages would not adequately compensate. If there is a
breach, then the injured party shall be entitled, in addition to all other rights and remedies which it may have, to
have a decree of specific performance or an injunction
issued by any competent court, requiring the breach to
be cured or enjoining all Persons involved from continuing the breach.

6. Professional Services.

6.1 Professional Services. An Order may identify
certain Professional Services. .

6.2 Professional Services Fees. Customer shall
pay to Superion the professional services fees stated on the Order. In each case where professional services fees are not specified on the Order, then the fees for such
services shall be based upon Superion's then standard
professional services fee rates.

6.3 Expense Reimbursements. Customer shall
reimburse Superion for reasonable travel, living and other DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B out-of-pocket expenses incurred by Superion personnel
in connection with all services, including, but not limited to, Professional Services and maintenance and support
rendered by Superion. Reimbursable expenses shall be
incurred by Superion personnel in accordance with
Superion's then current per diem travel expense
guidelines, a copy of which will be included in the Order.

Superion shall invoice Customer for reimbursement of
these expenses on a monthly basis, as incurred.

6.4 Cooperation and Access to Facilities, Data
and Employees. To the extent reasonably necessary for
Superion to perform its obligations under this Agreement, Customer shall provide to Superion access to Customer's location site, equipment, data and employees, and shall otherwise cooperate with Superion in its performance
hereunder, all as reasonably necessary for Superion to
perform its obligations under this Agreement.

6.5 Professional Services Warranty. Superion
warrants to Customer that Professional Services will be performed in a good and workmanlike manner by qualified personnel, subject to Section 6.4. Superion shall have no liability under this Section 6.5 unless, within thirty (30) days after the actual date of the particular Professional Services, Superion receives notice from Customer
describing the breach of this warranty, together with
adequate supporting documentation and data. Upon
receipt of any such notice, Superion's only obligation
under this Section 6.5 is to remedy the breach and
reperform the particular Professional Services affected as soon as reasonably practical at no additional charge.

6.6 Compliance with Customer Policies. While
Superion personnel are performing services at
Customer's site, Superionwill ensure that such personnel comply with Customer's reasonable security procedures
and site policies that are generally applicable to
Customer's other suppliers providing similar services and that have been provided to Superion in writing and in
advance. Customer shall promptly reimburse Superion for any out-of-pocket costs incurred in complying with such procedures and policies.

6.7 Contributed Material. In the process of
Superion's performing Professional Services, Customer
may, from time to time, provide Superion with designs,
plans, or specifications, improvements, works or other
material for inclusion in, or making modifications to, the Solution, the Documentation or any other deliverables
("Contributed Material"). Customer grants to Superion a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other
compensation of any kind and without the right of
attribution, for Superion, Superion's Affiliates and
Superion's licensees to make, use, sell and create
derivative works of the Contributed Material.

7. Term and Termination.

7.1 Order Term. The Order may state an initial term
for the use of the Solution ("Initial Term") and may state renewal terms (each a "Renewal Term"). "Order Term"
means the Initial Term together with any Renewal Terms.

7.2 Termination. Either party may terminate this
Agreement by giving notice of termination to the other
party if the other party breaches any of its material
obligations (other than Customer's failure to pay Support Fees during a Renewal Support Term) under this
Agreement and does not cure the breach within thirty (30) days after receiving notice describing the breach in
reasonable detail.

7.3 Effect of Termination. The provisions of
Sections 3, 4, 5, 7.3 and 10 shall survive any termination of this Agreement, whether under this Section 7 or
otherwise. Customer shall be liable for all payments due to Superion for the period ending on the date of
termination. Upon a termination of this Agreement,
whether under this Section 7 or otherwise, or upon the
expiration or termination of an Order Term, Customer
shall: (i) discontinue all use of the affected Solution and Documentation, (ii) promptly return to Superion all copies of the.affected Solution and Documentation and any other affected SG Solution Details then in Customer's
possession; and (iii) give notice to Superion certifying that all copies of such items have been permanently deleted.

8. Terms Applicable To Saas, ASP and Hosting.

The following provisions in this Section 0 apply solely to Hosting Services and to Orders for and ASP Solution or
Saas Solution.

8.1 Saas, ASP and Hosting. Superion shall provide
the Hosting Services and/or access to the ASP Solution
or Saas solution, as described and for the term specified on the Order.

8.2 Passwords and Solution Access. If Superion
provides Customer or its Authorized Users with unique
access codes to access the Solution (each, a
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "Password"), Customer shall hold any such Passwords
in strict confidence and shall not assign, share, misuse or abuse the Passwords or attempt to render ineffective the password protection of the Solution. If Customer suspects or learns that a Password is being used to gain
unauthorized access to the Solution, Customer will
immediately notify Superion so that it can change, or
assist Customer in changing, the applicable Password. To the extent the Solution is within Superion's network,
Superion may suspend access to the Solution without
advance notice if Superion reasonably believes the
Solution is being used or accessed in an unauthorized,
illegal or disruptive manner, provided that Superion will promptly notify Customer of any such event.

8.3 Customer Data.
(a) Customer shall supply, or cause to be supplied, all Customer Supplied Data. Customer shall transmit the
Customer Supplied Data to Superion by communications
link or in another manner described on the Order. As
between Superion and Customer, Customer shall be
responsible for ensuring that the Customer Supplied Data is Accurate and complete. Customer represents and
warrants to Superion that Customer has the full legal right for Customer and Superion, its affiliates and agents to use the Customer Supplied Data for processing hereunder.
(b) Within thirty (30) days after termination of Hosting Services or of an Order for an ASP Solution or Saas
Solution, Customer shall give Superion an instruction
notice regarding the disposition of any tapes, data, files and other property belonging to Customer and then in
Superion's possession. To the extent practicable and at Customer's expense after receipt of such notice, Superion shall use commercially reasonable efforts to comply with the notice, including converting the data on the Solution to machine-readable form. Superion may retain such
property until Superion receives all payments due to
Superion under that Order. If Customer fails to give that notice within thirty (30) days after such termination, then Superion may dispose of such property in a commercially reasonable manner.
(c) In order to improve Superion's product and
service offerings for its customers, Superion may
maintain a database of information residing on the
Solution. Superion and its affiliates may use and
distribute such data in an aggregated and deidentified format, including as a part of the development, distribution and licensing of any
Superion product or service offering.

8.4 Regulatory Access. To the extent permitted by
law, each party will notify the other promptly of any formal request by an authorized governmental agency or
regulator to examine Customer Data or other records, if any, regarding Customer that are maintained in Superion facilities under this Agreement. Customer will reimburse Superion for the reasonable out-of-pocket costs Superion incurs, and for time spent, in making such Customer Data or other records, if any, available for examination and audit by the governmental agency or regulatory authority that has jurisdiction over Customer's business.

8.5 Support. Superion shall provide to Customerthe
ongoing support services as described in the Order.

8.6 Data Backup and Disaster Recovery. If the
Solution maintains a database then, unless otherwise
stated on the Order:
(a) Superion shall provide an electronic
backup of the Customer Data accordance with the backup
cycle defined in the Order (and if no backup cycle is
defined, at reasonable intervals); and
(b) Superion shall maintain a disaster
recovery plan which includes a procedure for the
restoration of Customer's production environment at an
alternate facility in the event of a disaster. Superion's disaster recovery plan shall be tested at least once each calendar year.

8.7 Interruption to Solution. From time to time, Superion shall be entitled (at its discretion, without incurring liability for so doing) to interrupt the Solution to: (i) perform repairs and other maintenance and install enhancements on
Superion's equipment, software and/or other systems that are required for the provision of the Solution, or (ii) make adjustments to its infrastructure (including, for example, in relation to resources shared by its other customers) and thereby cause a disruption in the provision of the Solution.

Except in the case of emergency repairs, maintenance or adjustments, Superion will (a) give Customer reasonable prior notice of the interruption; (b) limit such interruptions to outside of Superion's normal business hours; and (c) use commercially reasonable efforts to minimize the
impact of the interruption.

8.8 Harmful Code. Using a recent version of a
reputable virus-checking product (to the extent
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
l'.locuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B commercially available), Customer will check the
Specified Configuration for Harmful Code and ensure no
Harmful Code is introduced by its end users or from its systems into any systems used in the Solution and will
use commercially reasonable efforts to eliminate any such Harmful Code that either Customer or Superion
discovers.

8.9 Volume Increases. Customer shall give notice to
Superion whenever Customer intends to materially
increase the volume of data to be processed on the
Solution. Any such increase that results in an increase beyond the Scope of Use requires an additional executed Order and the payment of additional fees.

9. Terms Applicable to Software Licenses. The
following provisions in this Section 9 apply solely to an Order that provides the right for Customer to install the Solution at the facility identified on the Order.

9.1 Grant. Except as otherwise provided in an Order,
Superion grants to Customer a non-transferable, nonexclusive, term license to use the Solution in accordance with this Agreement and the Scope of Use. The Solution
shall be installed in object code form only at Customer's location(s) listed on the Order ("Designated
Location(s)"). Customer may, subject to Section 10.4,
use or access the Solution at or from Customer locations worldwide. Customer may change a Designated Location
by giving prompt notice thereof to Superion. Customer
may copy and use the Solution installed at the Designated Location for inactive back-up and disaster recovery
purposes. Customer may copy the Documentation to the
extent reasonably necessary for use of the Solution under this Agreement.

9.2 Initial Installation. Superion shall deliver to
Customer the initial Copies of the Solution stated on the Order by supplying such initial Copies (a) by physical
shipment, such as on a disc or other media, or (b) by
electronic delivery, such as by posting it on Superion's network for downloading. Physical shipment is on F.0.8. terms, Superion's shipping point and electronic delivery is deemed effective at the time Superion provides Customer with access to download the Solution. The date of such
delivery shall be referred to as the "Delivery Date."

9.3 Support. Beginning on the Order Execution Date
and continuing for twelve (12) months thereafter ("Initial Support Term"), Superion shall provide the ongoing
support services described in that Order. Support for the Initial Support Term are provided at no charge. Upon
expiration of the Initial Support Term, the ongoing support services shall automatically renew for an additional
Contract Year unless, at least sixty (60) days prior to the expiration of the initial Contract Year, Customer notifies Superion in writing of Customer's intent not to renew for the second Contract Year. After the second Contract
Year, the Support will automatically be extended for
consecutive Contract Years on a year-to-year basis
unless either party notifies the other in writing of its intent not to extend the support at least sixty (60) days prior to the expiration of the then-current Contract Year.

However, upon termination Superion will discontinue
providing all on-going support services, improvements
and warranties. Superion shall have no liability with
respect to Customer's use of the Products for which
support services are terminated.

Support Fees for the second Support Term shall be as
provided in the Order Form.

On an annual basis, Superion may increase the Support
Fees payable.

9.4 Support Termination. Upon the effective date of
termination of ongoing support services by either party or at any time when Customer has failed to pay Support
Fees ("Support Termination Date"): (i) Superion shall
discontinue providing all ongoing support services,
including Superion's obligations under Section 9.3; (ii) any Superion warranties under this Agreement shall cease to apply for the period after the Support Termination Date; and (iii) Superion shall not be liable for Customer's use of the Solution after the Support Termination Date except for Superion's indemnification obligations for any third-party claims covered by Section 4.2 that arose prior to the
Support Termination Date (but only to the extent such
claim would not have been remedied by a Release made
available by Superion after the Support Termination
Date).

9.5 Software Warranty. Superion warrants to
Customer that for a period of twelve ( 12) months from the Delivery Date, the Solution (as delivered to Customer by Superion and when properly used for the purpose and in
the manner specifically authorized by this Agreement),
will perform. as described in the Documentation in all
material respects. Superion's sole obligation and liability under this warranty is to comply with the provisions of Section 9.3 of this Agreement.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

9.6 Remote Access of Installed Software.

Provided that Superion performs such services in
accordance with the confidentiality provisions of this
Agreement, Customer shall permit Superion, at
Superion's option, to remotely access the Solution
installed at the Designated Location for the purpose of providing support services to Customer under Section 9.3 and otherwise implementing the purposes of this
Agreement. In remotely accessing such Solution,
Superion will comply with Customer's reasonable security procedures and company policies that have been
provided to Superion in writing. Customer shall promptly reimburse Superion for any out-of-pocket costs incurred in complying with such procedures and policies.

9.7 Backup. Customer acknowledges that it is the
best judge of the value and importance of the data held on Customer's systems and that Customer shall be solely responsible for maintaining secure and complete back-up copies of all data that Customer processes using the
Solution, which data will be backed-up on not less than a daily basis and which will be readily available on
machines controlled by Customer to facilitate the prompt restoration of such data in the event of any loss of or damage to it. Superion shall have no liability for any loss or damage caused by Customer's failure to maintain such backed-up copies.

9.8 Audit. At Superion's expense and upon written
request with reasonable notice, Customer will permit
Superion, its personnel or its outside auditors to enter the relevant Customer locations during normal business
hours and audit the number of copies of the Solution and Documentation in Customer's possession and
information pertaining to Customer's compliance with this Agreement. Such audits shall not occur more than once
in any twelve (12) month period (unless Superion
believes, in good faith, that there has been a breach of this Agreement by Customer) and shall be performed in a manner not to disrupt Customer's business and
operations and will respect the confidentiality of
Customer, its suppliers and customers. Customer will, in a timely manner, reasonably cooperate with the auditors and provide the auditors all assistance as they may
reasonably request in connection with the audit.

Customer may require auditors acting on behalf of
Superion to execute reasonable confidentiality
agreements and comply with Customer's reasonable
security requirements, but the requirement will not apply to Superion's internal auditors otherwise bound by the
confidentiality conditions of this Agreement.

10. Other Provisions.

10.1 Notices. All notices, consents and other
communications under or regarding this Agreement shall
be in writing and shall be deemed to have been received on the earlier of: (a) the date of actual receipt; (b) the third business day after being mailed by first class, certified or air mail or (c) the first business day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile, or email if notice by one of the
foregoing is provided promptly thereafter. Customer's
address for notices is stated on the Order. Superion's
address for notices is stated on the Order. In the case of (i) any notice by Customer alleging a breach of this
Agreement by Superion or (ii) a termination of this
Agreement. Either party may change its address for
notices by giving written notice of the new address to the other party.

10.2 Defined Terms. As used in this Agreement, the
terms below (and their plural forms) have the following meanings:
(a) "affiliate" whether capitalized or not,
means, with respect to a specified Person, any Person
which directly or indirectly controls, is controlled by, or is under common control with the specified Person as of the date of this Agreement, for as long as such relationship remains in effect.
(b) "Authorized Recipient" means: (i) with
respect to Customer, Customer, any Authorized User and
any employee of a Customer contractor, provided that the contractor is not a competitor of Superion; and (ii) with respect to Superion, Superion, its foreign and domestic Affiliates and their respective contractors.
(c) "Authorized User" means a Customer
employee.
(d) "Confidential Information" means all
business or technical information disclosed by Disclosing Party to Receiving Party in connection with this
Agreement. Confidential Information includes without
limitation: (i) Customer Data and the details of Customer's computer operations; and (ii) the SG Solution Details.

Confidential Information does not include information that:
(aa) prior to the receipt thereof under this Agreement, had DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B been developed independently by Receiving Party, or
was lawfully known to Receiving Party, or had been
lawfully received by Receiving Party from other sources, provided such other source did not receive it due to a
breach of an agreement with Disclosing Party, and
Receiving Party knew of such breach or ought to have
reasonably known of such breach; (bb) is publicly known at or after the time either party first learns of such
information, or generic information or knowledge which
either party would have learned in the course of its work in the trade, business or industry; or (cc) subsequent to the receipt thereof under this Agreement; (1) is published by Disclosing Party or is disclosed generally by Disclosing Party to others without restriction on its use and
disclosure; or (2) has been lawfully obtained by Receiving Party from other sources which Receiving Party
reasonably believes lawfully came to possess it.
( e) "copy" whether capitalized or not, means
any paper, disk, tape, film, memory device or other
material or object on or in which any words, object code, source code or other symbols are written, recorded or
encoded, whether permanent or transitory.
(f) "Customer Data" means data stored in,
or processed by, the Solution; provided that aggregated data that is not personally identifiable data and not
identifiable to Customer shall not be deemed Customer
Data nor Customer's Confidential Information.
(g) "Customer Supplied Data" means any
information or data introduced into the Solution by or on behalf of Customer.
(h) "Disputed Amount" means a good faith
dispute by Customer of certain amounts invoiced under
this Agreement. An amount will only constitute a Disputed Amount if (i) Customer has given notice of the dispute to Superion promptly after receiving the invoice and (ii) the notice explains Customer's position in reasonable detail.

A disputed will not exist as to an invoice in its entirety merely because certain amounts on the invoice are
Disputed Amounts.
(i) Documentation" means the standard
user documentation Superion provides for the Solution,
as such Documentation may be updated from time to
time.
(j) "Error" means a failure of a Supported
Release to perform in all material respects in
accordance with the Documentation.
(k) "Export Laws" means any laws,
administrative regulations and executive orders of the
U.S., the United Kingdom and any other jurisdiction where any SG Solution Details will be located or from where any SG Solution Details will be accessed under this
Agreement relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property or services, embargo of
goods or services or registration of this Agreement
including the Export Administration Regulations of the
U.S. Department of Commerce and the regulations and
executive orders administered by the Office of Foreign
Asset Control of the U.S. Department of the Treasury.
(1) "Feedback" means any suggestions or
recommendations for improvements or modifications to
the Solution made by or on behalf of Customer.
(m) "including" whether capitalized or not,
means including but not limited to.
(n) "Liability Cap" means the greater of Fifty
Thousand U.S. Dollars (US$50,000) or the amount
identified on the Order as the liability cap, provided
however that, if no amount is identified on the Order then the liability cap shall be Fifty Thousand U.S. Dollars
(US$50,000).
( o) "Open Source Software" means
computer software made generally available at no charge by the copyright holder under a license which provides
the right to modify and distribute the software to anyone for any purpose at no charge.
(p) "person" whether capitalized or not,
means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank,
association, cooperative, trust, estate, government,
governmental agency, regulatory authority or other entity of any nature.
(q) "Professional Services" means
installation, implementation, training or consulting
services including custom modification programming,
support services relating to custom modifications, on-site support services, assistance with data transfers, system DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B restarts and reinstallations provided by Superion under this Agreement.
(r) "Release" means a modification or
update to the Solution, which Superion, in its sole
discretion, incorporates into the Solution without requiring its then existing client base to pay a separate fee (other than support fees).
(s) "Scope of Use" means the Designated
Computer(s), Designated Location(s), License Term,
Platform, Business Purpose, Number of Trades, Number
of Work Stations, Number of Developers, Number of
Users, Volume Limit, Number of Production Databases,
Number of Production Servers, and/or other restrictions or parameters as are stated in Section 5.5 or on the Order.

Scope of Use shall not include the processing of any
Acquired Business. Customer shall use the Solution in
production to process Customer's business; provided that all increases in the Scope of Use require the execution of an amendment amending the Scope of Use.
(t) "SG Solution Details" means any of the
following: the Solution and Documentation, the object
code and the source code for the Solution, the visual
expressions, screen formats, report formats and other
design features of the Solution, all ideas, methods,
algorithms, formulae and concepts used in developing
and/or incorporated into the Solution or Documentation, all future modifications, updates, Releases,
improvements and enhancements of the Solution or
Documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the
foregoing and all copies of the foregoing.
(u) "Supported Release" means, unless
otherwise stated in the Order, the latest Release of the Solution that is generally available to Superion's client base.
(v) "Third-Party Product" means ThirdParty Software, Third Party Hardware, Third-Party Data or Third-Party Services.
(w) "Third-Party Hardware" means that
hardware specified as third party hardware on the
Order.
(x) "Third-Party Services" means those
services specified as third party services on the
Order.
(y) "Third-Party Software" means the
software specified as third-party software on the
Order.
(z) "Third-Party User'' means any of
Customer's customers, or their customers, to the
extent such persons are provided access to the
Solution or Third-Party Data hereunder.

10.3 Parties in Interest.
(a) This Agreement shall bind, benefit and
be enforceable by and against Superion and Customer
and, their respective permitted successors and assigns. (b) Customer shall not assign this
Agreement or any of its rights hereunder, nor delegate
any of its obligations hereunder, without Superion's prior written consent, except such consent shall not be required in the case of an assignment of this Agreement (but not of any individual rights or obligations hereunder) to (i) a purchaser of or successor to substantially all of
Customer's business (unless such purchaser or
successor is a software, data processing or computer
services vendor that is a competitor of Superion, its parent company or any of its Affiliates) or (ii) an Affiliate of Customer, provided in the .case of such an assignment,
Customer guarantees the obligations of the assignee and the use of the Solution is not broadened beyond the
Scope of Use. Any assignment by Customer in breach of
this Section shall be void. Any express assignment of this Agreement, any change in control of Customer (or its
Affiliate in the case of an assignment to that Affiliate under this Section 10.3(b) and any assignment by merger or
otherwise by operation of law, shall constitute an
assignment of this Agreement by Customer for purposes
of this Section O ("Customer Assignment"). In the event of a Customer Assignment, or any acquisition of
additional business by Customer, whether by asset
acquisition, merger or otherwise ·by operation of law
(collectively with the Customer Assignment, "Customer
Additional Business Acquisition"), Customer shall give
notice to Superion notifying Superion if Customer desires to use the Solution to -process any additional business related to such Customer Additional BusinessAcquisition ("Acquired Business").

10.4 Export Laws. Customer acknowledges that the
SG Solution Details and the services provided by
Superion hereunder and this Agreement are subject to the Export Laws. Customer shall not violate the Export Laws DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B or otherwise export, re-export or use, directly or indirectly (including via remote access), any part of the Solution, Confidential Information or services in a manner, or to or for any person or entity, for which a license or other
authorization is required under the Export Laws without first obtaining such license or authorization.

10.5 Relationship. The relationship between the
parties created by this Agreement is that of independent contractors and not partners, joint venturers or agents.

10.6 Entire Understanding. This Agreement, which
includes and incorporates the Order, and any other
schedules, exhibits and addenda hereto states the entire understanding between the parties with respect to its
subject matter, and supersedes all prior proposals,
marketing materials, negotiations, representations
(whether negligently or innocently made), agreements
· and other written or oral communications between the
parties with respect to the subject matter of this
Agreement. In the event of a conflict between the
provisions of the SST and an Order incorporating the
SST, the terms of such Order shall prevail. Any written, printed or other materials which Superion provides to
Customer that are not included in the Documentation are provided on an "as is" basis, without warranty, and solely as an accommodation to Customer. In entering into this
Agreement each party acknowledges and agrees that it
has not relied on any express or implied representation, warranty, collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in this Agreement. Each party waives all rights and remedies which, but for this Section 10.6, might otherwise be available to it in respect of any such representation (whether negligently or innocently made), warranty,
collateral contract or other assurance. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.

10. 7 Modification and Waiver. No modification of
this Agreement, and no waiver of any breach of this
Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. This Agreement may not be
modified or amended by electronic means without written agreement of the parties with respect to formats and
protocols. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be
construed as a waiver of any subsequent breach of this
Agreement.

10.8 Severability, Heading and Counterparts. A
determination that any provision of this Agreement is
invalid or unenforceable shall not affect the other
provisions of this Agreement. Section headings are for
convenience of reference only and shall not affect the
interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

10.9 Personnel. Customer acknowledges that: (a)
Superion expends substantial time and money, on an
ongoing basis, to recruit and train its programmers,
trainers, data processing, customer support and
professional services team personnel ("Superion
Personnel"); (b) Superion's business is highly competitive, is marketed throughout the United States, Europe and in many other locations worldwide, and requires long sales lead times often exceeding one (1) year; and (c) if
Customer were to hire Superion Personnel, then Superion may suffer lost sales opportunities and would incur
substantial time and money in hiring and training
replacement(s) for those Superion Personnel. Accordingly, if Customer, directly or through one or more subsidiaries or other controlled entities, hires any Superion Personnel at any time when such Superion Personnel is employed or
engaged by Superion or during the six (6) months after
such employment or engagement ends, then Customer
shall pay to Superion as liquidated damages (and not a
penalty) an amount equal to twelve (12) months of such
Superion Personnel's salary and other compensation
(including bonus or commission payments) at the time of leaving his/her employment or engagement with Superion.

For purposes of this provision, "hire" means to employ as an employee or to engage as an independent contractor,
whether on a full-time, part-time or temporary basis. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after expiration or termination of this Agreement.

10.10 Jurisdiction and Governing Law. This
Agreement and any dispute or claim arising, directly or indirectly, out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by, and shall be construed and enforced in
accordance with, the laws of the State of California
excluding choice of law. Each party irrevocably (i) agrees that a Court in Contra Costa County, California, shall have DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B exclusive jurisdiction to settle any dispute, controversy or claim arising, directly or indirectly, out of or in connection with this Agreement, or the breach, termination or validity thereof (including non-contractual disputes or claims) and that such court shall be the proper venue therefor; (ii) waives the right to trial by jury, (iii) consents to service of process by first class certified mail, return receipt
requested, postage prepaid, to the address at which the party is to receive notice and (iv) agrees that the prevailing party shall be entitled to recover its reasonable attorney's fees (including, if applicable, charges for in-house
counsel), court costs and other legal expenses from the other party.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B 1rsuPERION
Exhibit 1 - Scope of Work
VoiceTRAKiT IVR Implementation
VoiceTRAKiT IVR allows agencies to provide an out-of-the-box IVR system, without the need to purchase hardware or support the system onsite. IVR only allows for the scheduling of any PermitTRAK inspections. Superion hosts the VoiceTRAKiT IVR system from a dedicated 3rd party server storage facility with 99.9% guaranteed up-time (hosted by Waterfield).

Technology Requirements
VoiceTRAKiT IVR requires a continuously active remote connection to the agency's database, and will become unavailable in the event the connection is not active. Database speed at the client location will affect the performance of VoiceTRAKiT.

Server hardware requirements:

Windows Server 2012 R2
SQL Server 2012 R2 or later
ASP.net 4.6.1
llS 7+
Anonymous Authentication (setting in llS) must be configured 32-bit enabled
Web server must be exposed to the internet
If eTRAKiT has been purchased, VoiceTRAKiT must reside on the same server TRAKiT Web Utilities & Maintenance is required for configuration Installation will occur on the agencies Live/Production environment only. If additional server installations are required, this will be considered an additional cost for configuration.

Agency Responsibilities & Options

1. Superion has included the Call Flow Diagram on pages 4 - 1 O; please review for details regarding VoiceTRAKiT IVR.

2. Superion will configure an IVR number in the agency's area code. Superion does not have further flexibility over the request of phone number prefixes. If the agency would like to request a phone number from their local telephone provider, then this number could be rerouted to the requested number.

3. Agency has flexibility to allow a Contractor to leave a voicemail message on an inspection for future playback.

4. Must setup unique IVR codes with each Inspection Type. ® Inspection Typo
~ ~ FRAMING
€;) I 12 ROUGH ELECTRICAL
€;) 13 ROUGH MECHANICAL
~ l4 I ROUGH PLUMBING
0 15 DRYWALL
• ~ J>OORNI'
Description Trad• IVR
,101
1104
f105
1106
1107
r;o;

5. The Agency Calendar must be managed based on the following circumstances.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "1f SU PE RION
a. Agency Calendar settings must be managed, otherwise inspections can be scheduled on holidays, weekends, etc. ·
'(one Day Start rlfnt: 8.00 AJ.I B Wo1k 0 3y fod Time: 5:Co0 PM ~ Valid3tt lruptction S: htd!Jltd and Comi:l~ted Oates \\ith \'/culc. 0Jtts C~er.d r. etwtt\:l:nds, NewYt3rs. Ju~/ 4, & (t-,ristmu as ' Office Oc.sed ' for tht n~t 6 mOtlth period. ~ Aprll1014 May 2014 June 2014
•U Mo Tu We Th " s. Su Mo Tu We Th " s. Su Mo Tu We Th " s. 1 2 3 • s 1 2 l l 2 l 4 s 6 7
6 7 • 9 10 u 12 4 !IS 6 7 • 9 10 • 9 10 11 12 ll 14
13 1J 15 16 17 18 19 11 12 13 14 IS 16 17 11 16 17 18 19 20 21 20 21 22 a 24 25 26 18 19 20 21 22 23 24 22 23 " 21 26 27 2& 7 28 29 30 25 26 27 28 29 30 31 29 30
b. If the agency is utilizing Inspection Capping, then this needs to be managed on a daily, weekly, or monthly basis, If not managed, then Inspection Capping will conflict with IVR. itct l.~ oo h: M~y 101J ~
-·- I ' 3 ' ' • 7
,YPM 0 0 0 0 0 0 0 0 0 0 0 0 I 0 0 0 0 0
FRY 0 0 0 0 0 0 0 0 0 0 0 0 I 0 0 0 0 0 - - NPAl\N(Ll 0 0 0 0 0 0 0 0 0 0 0 0 t 0 0 0 0 0 t.'.01'.UC:P.ES 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
c. If an Inspector is out of the office (vacation, sick, etc.), then an Inspector/Supervisor must set their personal TRAKiT Calendar to OUT for the inspector to appear unavailable for scheduling.

In r.tl11r r-RJ ~-----,
llJlo 15/812014 I [!iID Today
OesC1•1A~o I OUT SICK
bZJAll Day

6. Scheduling Inspections can use 4 different scenarios for inspection availability. a. Allow all inspections available in PermitTRAK to be available for each Permit record.

MASTER Inspection list
~ .. BUILDING ANAL
~ .. PLUMBLJNG ANAL
~ 122 MONTH WARRANTY

ASBESTOS
~ CURBCUT
~ DOCUMENTS
~ DRYWALL
• ELEC ANAL
)"'
b. Only allow scheduling of inspections in PermitTRAK based on the auto-inserted inspections available for the specific Permit record.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A872485FFSB ~"( SUPER ION
ll) BUILDING RES • Auto ln•pt ctions
~ 1 FOUNDATION
~ 2 !FRAMING
~ 3 I ROUGH ELECTRICAL
~ 4 lROUGH PLUMBING
~ 1 5 !ROOFING
E;) 6 .. BUILDING FINAL
Seq!
I I
3 3
~ I
5 6
c. Allow only those inspections to be scheduled that are available on the Permit record in PermitTRAK.

Add Inspections

CURB CUT
Pi-'"-ttll FAIL

FOUNDATION

FRAMING
Calendar r'\1 Set Sequence
111_ :t...r M.lrk Page ~L ~t:tJ 4(24/2014
('
15mlns
60 mlns
30 mlns
d. If using eTRAKiT, allow only 'Inspection Types available for Request' within the eTRAKiT preferences.

" '' <.llOll I f.l t< d'lldl t U lt: -;l!l~~~~~···· for .. PLUMBLING FINAL Request:

Hold "Ctrl" Key to multiselect
22 MONTH WARRANTY
ANNUAL

ASBESTOS
UR UT _ _ ___ _ ~ ~ _ ~ _
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A872485FF5B 1r S U PE R ION
Main Menu Call Flow Diagram

CALL RECEIVED
Welcome to the City of «AgencyName> Inspection Scheduling System Key In
lnspedor PIN
Followed by#
Hello Inspector/
To Schedule an Inspection, press l.

Ta cancel an Inspection, press 2.

Ta Retrieve Inspect/an results, press 3.

Ta Post Inspect/an results, press 4
Ta Schedule an lnspecUon, press J.

To cancel an Inspection, press 2.

To Retrieve Inspection results, press 3.

To return to the previous menu, press •
Ta speak with a staff member, press 0.
.-
Please enter your Permit Number followed by the tt Key.

N0(2)

For fetters, use t/1e corresponding numbers on your
phone keypad.

Key In Permit Number
Plays Permit Number and Address. Is t/1is correct?
For YES, press 1; For NO, press 2
Key In 1or2
I
YES (1)
To speak with
I a staff 1 member, press
0 Transfers Call
to Agency
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B j_"( SUPER ION
Schedule an Inspection Prompt
There are I/ Inspections oval/able to be
scheduled on this permit;
Enter a 3 or 4 digit number of the
Inspection you wish ta schedule
followed by the pound sign. To get a list
of all oval/able Inspections press the
pound key.

System Reads List
of Available
Inspections
Keyln
Inspector Code
follo-dbyfl
Press l for l" Aval/able Date,
Press Z for z.a Avollable Date,
Press 3 for 3"' Aval/able Date,
Press 4 far 4'" Ava/Jobie Date,
Press S far s"' Aval/able Date,
Press 6 for 6'" Aval/able Date,
Press 7 for t1' Aval/able Date
Key In
Number for
Selected Date
Your inspection llas been scl1eduled.

Your confirmation Number is... •

l&ICIOll
MllSM!
.... 1
To record a message for tl1e inspector, press 1.

To repeat this confirmation number, press 2.

To Schedule anot/1er inspection on tllis permit, press 3. To Schedule an inspection on another pem1it, press 4.

To return to tl1e main menu, press 5.

To end t/Jis call simplv /Ja11g up.

NO
Please record your
message at the tone.

Press the II Key when
finished.

YES
Messages are limited to
1 minutes.

To accept your message press l.

To listen to your message press Z.

To re-record your message press 3
Your Message
has been sent/
Creates
Attachment
on Permit
RE P LA.VS

MESSAGE
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
o'ocuSign Envelope .ID: 92114943-24F5-432A-8EOB-4A872485FF5B ~t°' SUPERION Cancel an Inspection Prompt

E11ter a 3 or 4 digit number of the
inspection you wish to cancel
followed by the #key.

Press the #key to get a list of
inspections that can be ca11ce/ed.

Key In
#
To Get List
System Reads List
of Available
lnspectiom
This lnspectio11 has bee11 Canceled Your
confirmation Number is ...

To Cancel another inspection 011 this permit, press 1.

To Cancel an inspection 011 different permit, press 2.

To return to the main menu, press 3.

To end this call. simply hong up.

Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSigri Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B '1r S U PE R I ON
Listen to Inspection Resu lts Prompt

Enter a 3 or 4 digit number of the
inspection you wish to Retrieve
Results for, followed by the II key.

To Retrieve All the Results for this
Permit, Press the II key.

Key In
Inspection Code
fo llowed by#
System Reads
Result of
Inspection
Requested
Key In
ft
To Get List
System Reads List
of ALL
Inspections
Resulted
To Retrieve additional Inspection Results on tl1is permit, press 1.

To Retrieve Inspection Results on another permit, press 2. · To return to the main men11, press 3.

To end the call, simplv hang up
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "1r S U PE R I 0 N
Post Inspection Results Prompt (Staff Only & Optional)
Enter a 3 or 4 digit number of the
inspection you wish to Post Results
for, followed by t/1ell Key.

Press the II key to get o list of
inspections that con be Resulted.

System Reads List
of Available
Inspections
Key In
Inspection Code
followed byll
Enter t/1e Result Code for t/1e Inspection
followed by t/1e II key.

Press the II Key to get a list of Result Codes
Key In
Result Code
followed byll

System Reads List
of Result Codes
Your Result Code has been Posted
Your confirmation Code is ....

To Result another lmpection on this permit, press 1.

To Result an inspection 011 different permit, press 2.

To return to the moin menu, press 3. ·
To end this call. simplv /rang up.

Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Customer: City of Richmond, CA
CONTRACT YEAR: April 1, 2018 through March 30, 2023
EXHIBIT2
Maintenance Software Identified
The "Annual Fee" indicated in the table below for the annual term commencing April 1, 2018 represents the Improvements fee for the current Contract Year.

Improvements fees for Baseline Component Systems
Qty Application 4/1/18-3/31/19 4/1/19-3/31 /20 4/1/20-3/31/21 4/1/21-3/31/22 4/1 /22-3/31 /23 1 TRAKiT(35 USERS) $ 30,783.90 $ 31,861.34 $ 32,976.48 $ 34,130.66 $ 35,325.23 1 AECTRAK $ - $ - $ - $ - $ - 1 CodeTRAK $ - $ - $ - $ - $ c 1 CRMTRAK $ - $ - $ - $ - $ -
1 Citizen Portal- eTRAKiT $ - $ - $ - $ - $ - 1 Mobility Suite - iTRAKiT $ 3,150.00 $ 3,260.25 $ 3,374.36 $ 3,492.46 $ 3,614.70 1 LandTrak $ - $ - $ - $ - $ - 1 LicenseTRAK $ - $ - $ - $ - $ - 1 MobileTRAK $ - $ - $ - $ - $ - 1 TRAKiT Mobile PDA $ - $ - $ - $ - $ - 1 PermitTRAK $ - $ - $ - $ - $ - 1 ProjectTRAK $ - $ - $ - $ - $ -
1 Ci\1cTRAK- Annual Subscription Fees $ 19,845.00 $ 20,539.58 $ 21,258.46 $ 22,002.51 $ 22,772.59 Total** $ 53,778.90 $ 55,661.16 $ 57,609.30 $ 59,625.63 $ 61,712.52 Qty Application 4/1 /19-3/31 /20 4/1/20-3/31/21** 4/1 /21-3/31 /22** 4/1/22-3/31/23** 1 TRAKiT(5 ADDITIONAL USERS) $ 2,000.00 $ 2,070.00 $ 2,142.45 $ 2,217.44 Total $ 2,000.00 $ 2,070.00 $ 2,142.45 $ 2,217.44
Qty Application 4/1/18-3/31/19 4/1/19-3/31/20 14/1/20-3/31/21 14/1/21-3/31/22 14/1/22-3/31/23 1 VoiceTRAK Subscription Fee $ 6,500.00 $ 6,727.50 I$ 6,962.961 $ 7,206.671 $ 7,458.90 Total** $ 6,500.00 $ 6,727.50 $ 6,962.96 $ 7,206.67 $ 7,458.90 **A 3.5% increase has been applied to your maintenance support for 2019-2023. Please budget accordingly.

Improvement fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted. Improvement fees for any Contract Year subsequent to the above Contract Year are subject to change and will be specified by Ramundsen Public Sector in an annual invoice. Should additions to the number of licensed users or the Component Systems occur during the term of this Agreement or any extension thereof, Ramundsen Public Sector shall adjust the fee to reflect the applicable changes and provide CUSTOMER with written notice of such fee change.

APPLICABLE TAXES ARE NOT INCLUDED IN THE ABOVE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Steve Furtado
From:

Sent:

To:

Sue Hartman
Wednesday, March 21, 2018 3:09 PM
Steve Furtado
Subject: Fwd: Approved Consent Calendar Items - Tuesday, March 20, 2018, City Council Meeting
FYI
Sent from my iPhone
Begin forwarded message:

From: Sabrina Lundy <Sabrina [email protected]>
Date: March 21, 2018 at 2:30:56 PM PDT
To: Adam Lenz <Adam [email protected]>, Adrian Sheppard <Adrian [email protected]>, Albert Walle <[email protected]>, Alex Knox <Alex [email protected] .ca.us>, Allwyn Brown <[email protected]>, Ana Crespin <Ana [email protected]>, Angela Cox <Angela [email protected] .ca.us>, Angela Walton <Angela [email protected]>, Antoinette Jordan <antoinette [email protected] .ca.us>, Belinda Warner <belinda [email protected]>, Benjamin Therriault <[email protected]>, Betty Parker <[email protected]>, Catherine Selkirk <[email protected] .ca.us>, Charice Duckworth <Charice [email protected]>, Charita Patterson <[email protected]>, Christopher Whitmore <christopher [email protected]>, Craig Murray <Craig [email protected] .ca .us>, Crystal Shanklin <Crystal [email protected]>, Cynthia Shaw <cynthia [email protected] .us>, Debra Vaca <[email protected]>, Dee Karnes <Dee [email protected]>, Denee Evans <[email protected]>, Devone Boggan <Devone [email protected]>, Diane Canepa <Diane [email protected]>, Donna Newton <Donna [email protected] .us>, Dorothy Mandujano <[email protected]>, Felicia Conley <[email protected]>, Felix Tan <[email protected]>, Gina Delatorre <gina [email protected] .us>, Giulia Colbacchini <[email protected]>, I Kuan Choi <[email protected]>, Irene Perdomo <Irene [email protected]>, Janet Johnson <[email protected]>, Janice Lee <Janice [email protected] .ca.us>, Janie Singleton <janie [email protected]>, Jessica Collins <Jessica [email protected] .ca .us>, Jim Matzorkis <Jim [email protected]>, Johann Frazier <Johann [email protected] .us>, Jonelyn Whales <Jonelyn [email protected]>, Kate Soiseth <Kate [email protected]>, Katy Curl <Katy [email protected]>, Lashonda White <Lashonda [email protected]>, Leticia Lopez <[email protected]>, Liliana Almonte <Liliana [email protected]>, Lina Velasco <Lina [email protected]>, Lisa Carter <lisa [email protected]>, Lori Reese-Brown <Lori [email protected] .us>, Lucy Zhou <lucy [email protected]>, Mari Lou Nunez <[email protected]>, Maria Blue <Maria [email protected]>, Maricella Mandujano <Maricella [email protected]>, Mary Phelps <Marv [email protected] .us>, Michael Williams <Michael [email protected]>, Michele Seville <[email protected]>, Michelle Boyd <Michelle [email protected]>, Michelle Milam <[email protected]>, MyNesha Guerrero <MyNesha [email protected] .ca.us>, Nicolas Traylor <nicolas [email protected] .ca.us>, Noni Thomas <Noni [email protected] .us>, Ofelia Alvarez <ofelia [email protected]>, Patrick McKenzie <Patrick [email protected]>, Patrick Seals <Patrick [email protected]>, Ranjana Maharaj <[email protected] .us>, Richard Mitchell 1 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
<Richard [email protected]>, Rochelle Monk <Rochelle [email protected]>, Ryan Smith <Ryan [email protected]>, Sabrina Lundy <Sabrina [email protected]>, Sal Vaca <[email protected]>, Shane Johnson <Shane [email protected]>, Shanita Harris <Shanita [email protected]>, Sharrone Taylor <sharrone [email protected]>, Shasa Curl <Shasa [email protected] .ca.us>, Sherry Drobner <Sherry [email protected]>, Saco Montore <soco [email protected]>, Steven Tam <Steven [email protected]>, Sue Hartman <Sue [email protected]>, Sue Kadlec <Sue [email protected]>, Tammi Edwards <[email protected]>, Tawfic Halaby <tawfic [email protected]>, Theresa Austin <Theresa [email protected]>, Tia Ingram <[email protected]>, Tim Higares <tim [email protected]>, Tiphanee Smith <Tiphanee [email protected]>, Tracey Angelo <Tracey [email protected] .us>, Tracie Thomas <[email protected]>, Trina Jackson <trina · [email protected]>, Valerie Lewis <Valerie [email protected]>, Vickie Medina <Vickie [email protected]>, Wynonna Perez <Wynonna [email protected]>, Vader Bermudez <Vader [email protected]>, Yvette Medina <[email protected]> Cc: Pamela Christian <pamela [email protected]>, Sabrina Lundy <Sabrina [email protected]>, Ursula Deloa <[email protected] .us> Subject: Approved Consent Calendar Items - Tuesday, March 20, 2018, City Council Meeting The following Consent Calendar items were approved by the City Council at its March 20, 2018, meeting:

HOUSING AUTHORITY CONSENT CALENDAR
On motion of Tenant Commissioner Smith, seconded by Vice Chair Willis, the items marked with an (*)were approved by the following vote: Ayes: Commissioners Beckles, Choi, Martinez, Myrick, Recinos, Vice Chair Willis, Mayor Butt, and Tenant Commissioner Smith. Noes: None. Absent: Tenant Commissioner Scott. Abstained: None.
*E-1. Received a status report of key activities and developments of the Richmond Housing Authority during January and February 2018, and projects anticipated in the next 30-60 days. *E-2. Approved the minutes of the special February 27 and regular March 6, 2018, Richmond Housing Authority meetings.

CITY COUNCIL CONSENT CALENDAR
On motion of Council member Martinez, seconded by Couhcilmember Willis, the items marked with an(*) were approved by the unanimous vote of the City Council:

G-1. Approved an Exclusive Right to Negotiate Agreement (ERN) with Richmond Grown for lease of the General Warehouse at the Port of Richmond. Ayes: Councilmembers Beckles, Choi, · Martinez, Myrick, Recinos, and Vice Mayor Willis. Noes: None. Absent: None. Abstained: Mayor Butt.

G-2. Continued to April 3, 2018, the matter to adopt a resolution accepting as complete the Oil Spill Cleanup project at the Point Potrero Marine Terminal contracted to Performance Abatement Services.
*G-3. Received the City's Investment and Cash Balance Report for the month of January 2018. *G-4. Received a report on the Richmond Municipal Sewer District for the month of January 2018.
2 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
*G-S. Approved a three-year contract with Infrastructure Engineering Corporation to provide flow monitoring data in the sanitary and storm sewer collection system, computer and web hosting software support, technical reports, maintenance of the inflatable dams at the overflow weirs, and field support for city staff in an amount not to exceed $360,330. *G-6. Approved a contract with Rising Sun Energy Center to employ and train local youth to install energy efficiency and water conservation measures for residences for a total amount not to exceed $1S,OOO for a term ending December 31, 2018.
*G-7. Approved the eighth amendment to the contract with Tyler Technologies for Software as a Service (Saas) for the MUNIS Enterprise Resource Planning (ERP) System, extending the contract term six months to June 30, 2021, and increasing the contract amount by $244,366.SO with a total contract amount not to exceed $7,423,64S.7S.
*G-8. Approved a five-year agreement with Superion, LLC for the continued licensed use, technical support and software updates for the TRAKIT permitting, business licensing, code enforcement, and Citizen Response Management (CRM) system for the period beginning April 1, 2018, through March 31, 2023, in an amount not to exceed $3S2,283.43. The agreement also includes implementation of an interactive voice response {IVR) phone module for scheduling permit inspections and an additional five user licenses for the Rent Control department, which is using TRAKiT for the administration of the Rent Program.
*G-9. Approved a lease agreement with the Richmond Promise, Inc., a community-wide college scholarship fund and college success initiative, for the use of approximately 6SO square feet of City-owned property at 440 Civic Center Plaza as office space for a term ending February 28, 2019, with options to extend the lease term for three additional one-year periods, at a lease rate of $66S per month beginning March 1, 2018.
*G-10. Received the monthly report on Point Molate activities for the month of February 2018. *G-11. Approved the Environmental and Community Investment Agreement {ECIA)-funded purchase of two (2) zero emission vehicles in an amount not to exceed $S3,000 to replace two recently decommissioned gas engine pool vehicles, and to further support the City's green fleet conversion. *G-12. Approved a sole-source, Environmental and Community Investment Agreement (ECIA)- funded contract with the Richmond Community Foundation to provide and manage a series of capacity building trainings for Richmond-serving non-profits in an amount not to exceed $60,000 for a three-year term commencing February 1, 2018, and ending January 31, 2021. *G-13. Approved the recommendation of the City Council to provide a compensation adjustment to the City Clerk. Effective March 2, 2018, the City Clerk's monthly salary will be increased to $10,088/month (a 10% increase).
*G-14. Adopted Ordinance No. 7-18 N.S. (second reading) to establish the wages, salary, and compensation for the new classification of Rent Program Services Analyst I (Salary Range No. 0430 $S,174 - $6,187 /month).
*G-lS. Adopted Ordinance No. 8-18 N.S. (second reading) to establish the wages, salary, and compensation for the new classification of Rent Program Services Analyst II {Salary Range No. OSSO $6,3S7 - $7,684/month).
3 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
*G-16. Approved a three-year contract, with two additional one-year extensions, with SCI Consulting Group to prepare the Hilltop Assessment District Annual Engineer's Report in an amount not to exceed $33,750, for a term from March 21, 2018, to March 22, 2021. *G-17. Approved a three-year contract, with two optional one-year extensions, with Willdan Financial Services to prepare the Marina Assessment District Annual Engineer's Reports necessary to levy assessments for the 2018-2021 fiscal years, in an amount not to exceed $23,250 and for a term from March 22, 2018, to March 23, 2021.

Approved the minutes of the February 20, 27, and March 6, 2018, regular Richmond City Council meetings.

Resolutions and Ordinances adopted at this meeting, and the official minutes will be posted on the City Clerk's webpage within 14 business days followin~ the City Council meeting.

The Purchasing Division will accept a printout of this email as proof of contract approval by the City Council. Please attach this email with your item(s) highlighted and include it with your contract routing sheet.

The next City Council meeting is scheduled on Tuesday, March 27, 2018.

Sabrina Lund_y
Assistant City Clerk I City of Richmond, City Hall, Suite 300 450 Civic Center Plaza I P.O. Box 4046 I Richmond, CA 94804 Direct Phone: (510) 231-3048 I Main Phone: (510) 620-6513 Fax: (510) 620-6542 I Website: www.ci.richmond.ca.us/clerk Need a U.S. passport? Call (510) 620-6786 to schedule an appointment! Please Note: This message is being sent on a public e-mail system and may be subject to disclosure pursuant to the California Public Records Act. The City Clerk's Department is prohibited from giving legal advice (per California Business and Professions Code 6125).
4 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

REQUEST <a~J- EGAL OPINION . Rft'Bvir::

Print Document - Add !~~ Mtfn~Deliver to City Attorn dy~t ;E'ff (JF,nf\r Date: 02/16/2018 !''TY(J"F ~, 110NOFF1('f ' .,_ ,JYQF Rtr;. 10~ !:"11 ...c ._., • .tl_,rJ:v D · ~. n Department: Information Technology u111 1'l;• ci t~d-bYi : Steve Furtado ZOIS FffP~c&i : 0- 745 v Tl. II: -~ 3: I 0 I • q Subject: TRAKiT maintenance extension for five years. implementation of IVR module and 5 additional users licenses Resolution: D Ordinance: D Contract: 11'1 RFP/Q: D Opinion: D Review: D Please indicate the nature of your request and the purpose of the contract or document to be reviewed:

Contract needed to extend maintenance and support for TRAKiT software system which is.expiring 03/31/18. Planning and Building department also wishes to license and implement IVR system for scheduling inspections. Rent Control department is now using TRAKiT to administer the rent program and additional licenses are needed. Superion is the current owner of the TRAKiT software. The original owner CRW sold the system to Sungard. It was then acquired by Ran undse ublic Sector who are operating under Superion, LLC for the TRAKiT software. :;;::= Q , a .. - o~ - . $~~ "[f_ems must have completed the review process BEFORE placement on the Age ) ~~pg ~~line fur opinion? 03/21/2018 [{]Meeting Agenda (choose one): City[{] Agencf[JA~~i D ct£?23 - Date: 03/20/2018 )> cno
Li co ach...:.. Oie nts: - ~~ "-'
Cotitract eo N
~ ~

RESPONSE BY CITY ATTORNEY'S OFFICE
0APPROVED
V I o

SUBJECT
ri-\: \.'\

TO CHANGES
~u e.. .S
SHOWN
LnFC~
D
v-u
REPLY
\},;> \

ATTACHED
\ o \J.... . ~1 v·\
~
e. w cu V\ -t-v ~ex
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

City of Richmond
Sole Source Justification

THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can hel you make this a com etitive urchase, then this form will not be re uired.

Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:

Company Name: _s_u_p_e_rio_n_,_L_Lc ______ _ Contact Name: Tracy Bierman Address: 1000 Business. Center Dr.

City: Lake Mary State: _F_L _____ Zip Code: _3_2_74_6 ______ _ Phone Number~ 727-8088
Duration of Contract: 60 months
E-Mail [email protected]
~---------------
Estimated Cost: $ 352,283.43 Funding Source (Account String) Multiple (See Attached) Is the product/service IT rdated? Yes_X_No __ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_X_ No For Product: Does the manufacturer sell the item(s) through distributors? Yes__ No X Description of Product or Service:

Describe the full scope of work or service contemplated including installation if required,· items should include brand, model and part number if applicable; (if additional space is needecl, include them in a sepamte page) Maintenance and licensing for baseline component systems - TRAKiT, eTRAKiT, iTRAKiT, Mobile TRAK and Civic TRAK - for five years.
5 additional users licenses for Rent Control department Voice TRAK implementation and subscription services.

Sole Source Rationale: PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is impo1tant to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions.

Richmond has been using the TRAKiT software for 10 years and is very satisfied with the software and wish to continue its use. There is no alternative than to contract with Superion for the licensing and support as they are the sole owners of the software. (if additional space is needed, include them in a separate page) Page I 1 Sole Source Form - Rev. May 12, 2016
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Account Amount
01262417-400402 $288,387.51
11850065-400220 $ 18,429.89
15063619-400502 $ 45,466.03
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):
iJ The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).

D The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).

D
D
D
D
Note: Ifitem or service is available from more than one source, the item or service may be treated as proprietmy, but must be competitively solicited from multiple (two or more) sources.

A specific item is needed:

D To be compatible or interchangeable with existing hardware D As spare or replacement hardware D For the repair or modification of existing hardware Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.

Continuation of prior Work-Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence. (if additional space is needed, include them in a separate page) 21Page
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
v' i \ .
• · I aclmowledge the City's requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted eff01t to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.

Depmtment: Information Technology
Requester Name and Title: Steve Furtado, Business Systems Manager Note: Requester must be able to defend tit is justification.

Date: Phone:

Depa11ment Director (Print) Sue Hartman (S~-.,,..- . "==""""'.----,.,_,_-- 4 -b Date: a· 2-- 2- £ - Z.. o-- / 8' Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:

APPROVED~~
NOT APP"
City Manager
(Under $10,000.00)
- - - - - - - -
DATE: ._3 1-s-!_f'K
COMMENTS:

City Clerk Attesting to Council Approval
(Over $10,000.00) (Copy of Minutes may be substituted)
Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final a~ roval by the City Manager and/or City Council. Sole Source must be a roved by Finance Director, PRIOR to Council A)! roval.

PROCEDURE
Sole Source purchase/sel"Vice are exceptions to the normal bidding process and requite a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.

If you are requesting a paiticular vendor, brand or product, you must make this fact clear on your Sole Source form.

Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.

Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City's requirements and withstand any possible audit. The City's requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized depattment representative(s). The cettification will remain on file for audit purposes.

The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.

1. Personal preference for product or vendor.

2. Cost, vendor performance, and local service (these are generally considered awai·d factors in competitive bidding).

3. Features which exceed the minimum department requirements. 3JP a g e
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Date:OS/14/2018

EXCEPTION REQUEST FINANCE DIRECTOR MUST APPROVE
To Encumber Funds after PRIOR TO REQUISITION ENTRY
Cutoff Date (One form per Requisition) The last day to create Contracts and ALL REQUISITIONS WITH COMPLETED EXCEPTION FORMS MUST REACH THE PURCHASING QUEUE BY MAY 18, 2018. Requisitions was April 27, 2018.

AFTER THAT DA TE REQUISITIONS WILL BE REJECTED.

To be charged to: FY 17 /18 Department: Information Technology CIP PROJECT? (put an X): Requisitioner/ Requester: Steve YES NO X Furtado
Funding Source: l}d<o16 11 Telephone Number: 620-6745
Account String: Org: Object: t..;oo ) 6 2 Project: Amount: t S~ Jo SAccount String: Org: Object: Project: Amount:

Account String: Org: Object: Project: Amount:

1. Will this purchase/service be received/completed before 06/30/18 for FY 17 /18 funding? Yes
If Yes -7 Continue to # 2
If Na 1'-Requisition must be created in FY 18/19
VENDOR NAME AND VENDOR# 12612 Ramundsen Superion Holdings, LLC I CONTRACT # 4129 CIRCLE ONE: GOODS OR 0 ERVICES)
DESCRIPTION OF PRODUCT OR SERVICE: Professional Services for implementation of IVR module. of TRAKiT

2. Is this a CIP encumbrance that will need to roll to FY 18/19? No.

3. Give reason why Requisition/Contract was not processed timely (prior to April 27, 2018) Invoice not received until May 10. Under terms of the contract 50°/o of these fees are due upon execution of the contract (03/27 /2018) - 4. Once form is completed with Department Head's approval, deliver form to the urchasing_ Division. Purchasing_ Staff will obtain Ms. Warner's a12J!.rova/J s. Once Approved by Finance Director and initialed by the Purchasing staff, Purchasing will contact Requisitioner. Requisitioner will scan and attach Exception Form to all · other supporting documentation.

Department Head Print Name: Sue Haljflan (Steve F 9tado) Date: 05/14/2018 Department Head Signature: ~/ ti..~
Finance Director's Approv~A / 'A Date: s1;J.:).J~ PURCHASING DIVISI~ LY: I , Purchasing Staff Initials once copy is made: Date:

PR# PO# Date Converted:
03/09/2018
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

P.R. No: Vendor No: P.O./Contract No:

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original
contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Information Technology Sue Hartman [email protected] (510) 620-6874 12612 4129 Superion, LLC for maintenance, software updates and support of TRAKit software. ✔
2 Superion, LLC
1000 Business Center Drive Lake Mary, FL 32746 Tracy Bierman (800) 727-8088 [email protected] 4005-4787 ✔ March 20, 2018 April 1, 2018 March 31, 2023 352,283.43

3-21-23, CC Mtg.

Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties’ agreement hereto:

CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

Superion, LLC Page 966 of 1935
3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
April 1, 2018
March 31, 2024
51,462.92
410,046.35
N/A
2 4129

3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
Superion, LLC
2 4129 March 20, 2018 6,300.00 358,583.43 ✔
✔ 51,462.92 March 31, 2024 410,046.35 410,046.35 410,046.35 410,046.35 ✔ ✔

3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

The sixth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The seventh Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The eighth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The ninth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The tenth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
Contract Amendment/EJ/TE 11-30-07
2 Superion, LLC
410,046.35 410,046.35 410,046.35 410,046.35 410,046.35

3-21-23, CC Mtg.

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

P.R. No: Vendor No: P.O./Contract No:

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original
contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Information Technology Sue Hartman [email protected] (510) 620-6874 12612 4129 Superion TRAKiT Community Development Software
✔
1 Superion, LLC
1000 Business Center Drive Lake Mary, FL 32746 Tracy Bierman (800) 727-8088 [email protected] 40054787 ✔ March 20, 2018 April 1, 2018 March 31, 2023 352,283.43
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties’ agreement hereto:

CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

3. Special Conditions
Superion, LLC
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D CRO
DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7 Interim City Manager

3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 3 (Payment Limit) of The Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
(See Special Conditions)
Superion, LLC
1 4129 6,300.00
See attached
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Visit us at centralsqr.com
Richmond, CA
#62960 Details
Attachment A
Quote Number: 2021-62960
Richmond, CA - Add'l Script Config 2021-62960
Description
Request for assistance from Data Conversion team to recreate custom scripts Quote Includes:
- Script creation
- Config
- Testing
Quote Includes the Following Services Items:
 Public Administration: Prof-Scvs: Data Conversion Services (Remote) 32hrs @ $180 per hr.

Billed as Incurred
 Public Administration: Prof-Scvs: Project Management (Remote) 3hrs @ $180 per hr.

Billed as Incurred
Services and Personnel will be able to be scheduled upon receipt of signed quote.

Any requested modifications made during Training/Consulting and/or Development Reports must be tested within 30 days. Any requested changes beyond the 30 day period, may require an additional quote.

Note for Central Square Consulting:

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

MORE INFORMATION AT CENTRALSQUARE.COM
Quote prepared on:

October 06, 2021
Quote prepared by:

Jakea Simons
[email protected]
Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities. More about our products can be found at www.centralsquare.com.

WHAT SERVICES ARE INCLUDED?
_____

DESCRIPTION TOTAL
Public Administration Data Conversion Services - As Incurred 5,760.00 Public Administration Project Management Services - As Incurred 540.00 Services Total 6,300.00 USD

QUOTE SUMMARY
_____
Services Subtotal 6,300.00 USD
Quote Total 6,300.00 USD
WHAT ARE THE RECURRING FEES?
_____

TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
Quote #: Q-62960
Primary Quoted Solution: Community Dev
Quote expires on: November 14, 2021
Quote prepared for:

Sue Hartman
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
510-620-6745
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

MORE INFORMATION AT CENTRALSQUARE.COM
Quote prepared on:

October 06, 2021
Quote prepared by:

Jakea Simons
[email protected]
FIRST YEAR SUBSCRIPTION TOTAL 0.00
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement.

BILLING INFORMATION
_____
Fees will be payable within 30 days of invoicing.

Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only.

The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above.

Prices shown 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 or Canada, 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 on the Quote Form.

PAYMENT TERMS
_____
License Fees & Annual Subscriptions
- 100% Due Upon Contract Execution
Contract Startup
- 100% Due Upon Contract Execution
Hardware & Third-Party Software
- 100% Due Upon Contract Execution
Services
- Fixed Fee: 100% Due Upon Completion
- Time & Material: Due as Incurred
- Services Bundle: Fixed Fee, 100% Due Upon Execution
Third-Party Services
- Fixed Fee: 50% Due Upon Contract Execution; 50% Due Upon Completion Travel & Living Expenses
- Due as Incurred
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

MORE INFORMATION AT CENTRALSQUARE.COM
Quote prepared on:

October 06, 2021
Quote prepared by:

Jakea Simons
[email protected]

PURCHASE ORDER INFORMATION
_____
Is a Purchase Order (PO) required for the purchase or payment of the products on this Quote Form? (Customer to complete) Yes [ ] No [ ]
Customer’s purchase order terms will be governed by the parties’ existing mutually executed agreement, or in the absence of such, are void and will have no legal effect.

PO Number:
_______________________________________
Initials:
_____________________________________________
City of Richmond
Signature:

Name:

Date:

Title:

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Visit us at centralsqr.com
Additional Details
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
Superion, LLC
1 4129 6,300.00 358,583.43 ✔
✔
358,583.43 358,583.43 358,583.43 358,583.43
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

The sixth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The seventh Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The eighth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The ninth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The tenth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
Contract Amendment/EJ/TE 11-30-07
1 Superion, LLC
358,583.43 358,583.43 358,583.43 358,583.43 358,583.43
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).

3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

B'ocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A872485FF5B ORDER
By the signatures of their duly authorized representatives below, the Superion entity identified below and the customer identified below ("Customer"), intending to be legally bound, agree to all of the provisions of this Order, and agree that this Order represents a separate contract between such Superion entity and Customer, effective upon the latest date shown on the signature page below. ("Order Execution Date").

This Order incorporates and is governed by all of the terms of the Superion Standard Terms and Conditions attached hereto as Exhibit A ("SST") as if the Superion entity was "Superion" and Customer was "Customer" thereunder.

Capitalized terms not defined in this Order have the meaning given them in the SST. . The terms and conditions contained in this Order, including prices, will be honored as set forth herein, provided the Order is fully executed and delivered by March 30, 2018.

Superion, LLC
1000 Business Center Dr.

Lake Mary, FL 32746
By:
7889518AF6C6459 ...

Print Name: Brad surmi nsky
Print Title: CFO
Date Signed: 3/13/2018
CUSTOMER#~~~~~~-
By:

Print Title:

Date Signed:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
SUPERION ORDER# 00001789
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

1.SOLUTION: Superion TRAKiT

2. INITIAL TERM: [Perpetual]

3.SCOPE OF USE:

SOLUTION AND RELATED INFORMATION
a. DESIGNATED LOCATION(s): 450 Civic Center Plaza, Richmond, CA 94804 b. REGION: UNITED STATES

4. LICENSE AND INITIAL SUPPORT FEES: See Project Cost Sypplement Software Notes:

1. Interfaces are interfaces only. Customer is responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor.

2. Support for the Initial Support Term is provided at no charge. The Support Fee in the table above represents the support fee for the first Renewal Support Term and is payable only if Customer elects to extend the term through the first Renewal Support Term as provided for in Section 9.3 of the SST.

3. Annual Subscription Fee: The initial annual subscription term for any subscription product(s) listed above shall commence on the Execution Date and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for successive one ( 1) year terms, unless either party gives the other part written notice of non-renewal at least sixty (60) days prior to expiration of the then-current term. The thencurrent fee will be specified by Superion in an annual invoice to Customer thirty (30) days prior to the expiration of then current annual period.

5. SUPPORT TERM:
a. INITIAL SUPPORT TERM: 12 months from the Order Execution Date. The Initial Support Term is provided at no charge. b. RENEWAL SUPPORT TERM(S): Pursuant to Exhibit 2, additional one year renewal periods commencing upon the expiration of the Initial Support Term (or anniversary thereof) for a period not to exceed four (4) years.

6. SERVICES: See Project Cost Sypplement
Services Notes:

1. This price is a "not to exceed" amount based on the Services selected by Customer at the time of the execution of this Agreement. The amount listed above will change if additional services are necessitated by changes to the scope of the project, or if Customer chooses additional services, software, or hardware following the execution of this Agreement, or if Customer otherwise fails to cooperate with SunGard Public Sector and/or perform its responsibilities as reasonably required through the course of the project.

2. Travel and living expenses are additional and will be billed monthly as Superion renders the services.

7. THIRD PARTY PRODUCTS: See Project Cost Sypplement
Third Party Products Notes

1. See Attached Supplements

2. Actual shipping charges are additional and will be due upon delivery.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

8. PAYMENT TERMS:

License Fee: 100% on the Execution Date.

Annual Support Fees: Support Fees are due thirty (30) days prior to the commencement of the Renewal Support Term for which such fees are being remitted.

Third Party Software Initial Annual Subscription Fees: 100% on the Execution Date.

Third Party Services Fee: 50% on the Execution Date; 50% on invoice, upon completion.

APPLICABLE TAXES ARE NOT INCLUDED IN THE PROJECT COST SUPPLEMENT, AND, IF APPLICABLE,

WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO CUSTOMER.

9. ADDRESSES:
a. CUSTOMER ADDRESS FOR INVOICES: 450 Cjyjc Center Plaza. Rjcbmond. CA 94804 b. CUSTOMER ADDRESS FOR NOTICES: 450 Cjyjc Center Plaza. Rjcbmond. CA 94804 c. CUSTOMER ADDRESS FOR SOFTWARE SHIPMENT: 450 Cjyjc Center Plaza. Rjchmond. CA 94804 d. SUPERION'S ADDRESS FOR NOTICES:

Superion, LLC.

Attn: Legal Counsel
1000 Business Center Drive
Lake Mary, FL 32746

10. LIABILITY CAP: The greater of ten thousand US dollars ($10,000) or the License Fee actually paid by Customer to Superion under this Order

11. SPECIFIED CONFIGURATION: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s) within the· United States of America for which Superion supports the Solution. Customer acknowledges that certain Solutions software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the specified configuration so that Superion can confirm that it is a configuration on which Superion supports use of the Solution.

12. OTHER TERMS APPLICABLE TO THIS ORDER:
• PROJECT COST SUPPLEMENT
• SUPPORT SUPPLEMENT
• SUPERION TRAVEL EXPENSE GUIDELINES
• SUPERION STANDARD TERMS - EXHIBIT A
• SCOPE OF WORK - EXHIBIT 1
• MAINTENANCE SOFTWARE IDENTIFIED - EXHIBIT 2
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

LlocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B License Fees & Maintenance
Product Name
TRAKiT End User License
Third-Party Subscription Fees
Product Name
VoiceTRAK
Professional Services
lnstallatron & Configuration
Product Name
VoiceTRAK-Services
Technical Services
Product Name
VoiceTRAK·Services
Training
Product Name
VoiceTRAK-Services
Summary
Product/Service
License Fees
Professional Services
Third-Party Subscription Fees
Total
Net Maintenance

PROJECT COST SUPPLEMENT
Valid Until:

Quote Number: Q·00001789 03/30/18
Total
Total
Total
Total
Total
Total Professional Services
Subtotal
Subtotal
Quantity
5 Quantity
1 Amount
$10,000.00
$10,610.00
$6,500.00
License Fee Maintenance
$10,000.00 $2,000.00
$10,000.00 $2,000.00
Subscription Fee
$6,500.00
$6,500.00
Amount
$2,450.00
$2,450.00
Amount
$8,000.00
$8,000.00
Amount
$160.00
$160.00
$10,610.00
$20,610.00
$6,500.00
$27,110.00
$4,000.00
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
['.)ocuSign°Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

SUPPORT SUPPLEMENT

1. Superion shall provide to Customer, during Superion's support hours as set forth in the Support Standards below ("Support Hours"), telephone assistance regarding Customer's proper and authorized use of a new edition of a Solution or Custom Modification (the "Release"), as applicable.

2. Superion shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving Errors reported by Customer in accordance with this Order. Customer shall provide to Superion reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist Superion in its efforts to diagnose, reproduce and correct the Error. These support services shall be provided by Superion at Customer location(s) if and when Superion and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported Error did not, in fact, exist or was not attributable to a defect in the Solution or an act or omission of Superion, then Customer shall pay for Superion's investigation and related services at Superion's standard professional services rates. Customer must provide Superion with such facilities, equipment and support as are reasonably necessary for Superion to perform its obligations under this Order, including remote access to the Specified Configuration.

3. Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solution shall be furnished by means of new Releases of the Solution and shall be accompanied by updates to the Documentation whenever Superion determines, in its sole discretion, that such updates are necessary.

4. Support Surcharge Imposed In Certain Instances: At the commencement of any Renewal Support Term where Customer is operating on a Solution version that is more than two (2) general release versions behind the then-current release for any Solution, Superion will assess a ten percent (10%) surcharge over and above the support fee for that Renewal Support Term, with such surcharge to be imposed on a prorated basis for the portion of the Renewal Support Term that Customer remains on a general release version that is more than two (2) releases behind the then-current release of the Solution in question. Once Customer is using a release that is no more than two (2) general release versions behind the then-current release, the support surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then-current release.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Support Standards
I. Support Hours: Hours During Which Superion's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 AM. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9").

II. Targeted Response Times.
"Notification" means a communication to Superion's help desk by means of: (i) Superion's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with Superion's thencurrent policies and procedures for submitting such communications.

With respect to Superion's support obligations, Superion will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution or Custom Modifications identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable Superion "Telephone Support" hour occurring after Superion's receipt of the Notification:

Priority
Urgent
1 Critical
2 Noncritical
3 Minor
4 Description
A support issue shall be considered Urgent
when it produces a Total System Failure;
meaning Superion's Solution/Custom
Modification is not performing a process that
has caused a complete work stoppage.

A support issue shall be considered Critical
when a critical failure in operations occurs;
meaning Superion's Solution/Custom
Modification is not performing a critical
process and prevents the continuation of basic
operations. Critical problems do not have a
workaround. This classification does notapply
to intermittent problems.

A support issue shall be considered NonCritical when a non-critical failure in operations occurs; meaning Superion's
Solution/Custom Modification is not
performing non-critical processes, but the
system is still usable for its intended purpose
or there is a workaround.

A support issue will be considered Minor
when the issue causes minor disruptions in the
way tasks are performed, but does not affect
workflow or operations. This may include
cosmetic issues, general questions, and how
to use certain features of the system.

Response Goal*
Superion has a
stated goal to
respond within 60
minutes of the issue
being reported and
have a resolution
plan within 24
hours.

Superion has a
stated goal to
respond within two
hours of the issue
being reported.

Superion has a
stated goal to
respond within four
hours of the issue
being reported.

Superion has a
stated goal to
respond within 24
hours of the issue
being reported.

Resolution Goal*
Although resolution
times vary
depending on the
exact issue and
customer
environment,
Superion has a
stated goal to
resolve an urgent
issue within 24
hours or provide a
resolution plan with
urgent issues within
24 hours of the
issue being
reported.

A resolution plan
details the steps
necessary to
understand and
possibly resolve the
issue.
* Measured from the moment a Case number is created. As used herein a "Case number" is created when a) Superion's support representative has been directly contacted by Customer either by phone, email, in person, or through Superion's online support portal, and b) when Superion's support representative assigns a case number and conveys that case number to the Customer.

Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can perform the support obligations and/or services under this Order; and will provide appropriate security access and accounts for Superion staff and each session participant.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

SUPERION TRAVEL EXPENSE GUIDELINES
Superion will adhere to the following guidelines when incurring travel expenses:

All arrangements for travel are to be made through the Superion Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing.

AIR TRAVEL - Superion will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement.

Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.

LODGING -Superion will use the most reasonable accommodations possible, dependent on the city. All food items, movies, and phone/internet charges are not reimbursable.

RENTAL CAR - Compact or Intermediate cars will be required unless there are three or more Superion employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. Superion shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the Superion auto insurance policy. Fines for traffic violations are not reimbursable expenses.

OTHER TRANSPORTATION - Superion staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines).

OTHER BUSINESS EXPENSES - Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items.

MEALS - Standard per Diem. Subject to change due to cost of living.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
rlocuSign 'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B These Superion Standard Terms ("SST") may be,incorporated into one or more orders referencing these SST (each, an "Order"). Each Order, together with these SST, shall form a separate agreement (this "Agreement"), by and between the Person identified on the Order ("Customer") and the Superion Company identified on the Order ("Superion"), applicable to the proprietary solution identified on the Order (the "Solution"), as such Solution may be modified, revised and updated from time to time. Only the Customer and Superion entities that execute the Order will be liable for the obligations under that Order. Each Order will be effective upon the latest date shown on the signature page of the Order ("Order Execution Date").

1. Scope. Customer may use the Solution only in
the ordinary course of Customer's internal business
operations for the benefit of Customer and only in
accordance with the terms on the Order, the
Documentation, this Agreement, including the Scope of
Use. Customer shall be liable for any breach of the terms of this Agreement by any persons given access to the
Solution by Customer.

2. Specified Configuration. Customer shall, at its
expense, procure and maintain the computer hardware,
systems software and other items required for use of, or access to, the Solution, including those described in the Order and Documentation (the "Specified
Configuration") and for updating the Specified
Configuration in accordance with Superion's published
updates. If not yet completed, Customer shall complete its procurement and installation of the Specified
Configuration prior to the scheduled start of
implementation. Customer shall devote all equipment,
facilities, personnel and other resources reasonably
necessary to begin using the Solution in production on a timely basis as contemplated by this Agreement and
satisfy any Customer requirements necessary for
Superion to complete the professional services described in Section 6. Superion is not responsible for any delays or additional fees and costs associated with Customer's
failure to timely perform its obligations under this Section

2. 3. Payments.

3.1 Fees. Customer shall pay to Superion the fees
stated in the Order, in accordance with the payment terms stated on the Order. Superion shall invoice all other fees, as and when incurred. All invoices shall be sent to
Customer's address for invoices stated on the Order.

Except as otherwise specified on the Order, Customer's
payments shall be due within thirty (30) days after the invoice date. A late payment fee at the rate of 12% per year (or, if lower, the maximum rate permitted by
applicable law) shall accrue on any amounts thirty (30) days past due and unpaid by Customer to Superion,
except for Disputed Amounts. Superion may not increase
the fees and charges payable under this Agreement,
unless otherwise stated in this Agreement or in the Order.

Except as provided in Section 4.2(c), all fees and other amounts paid by Customer under this Agreement are
non-refundable.

3.2 Taxes. The fees and other amounts payable by
Customer to Superion under this Agreement do not
include any taxes, duties, levies, fees or similar charges of any jurisdiction ("Taxes") that may be assessed or
imposed in connection with the transactions
contemplated by this Agreement, excluding only taxes
based upon Superion's net income. Customer shall
directly pay any such Taxes assessed against it, and
Customer shall promptly reimburse Superion for any such Taxes payable or collectable by Superion.

3.3 Certain Remedies for Non-payment. If
Customer fails to pay to Superion, within ten (10) days after Superion makes written demand therefor, any pastdue amount payable under this Agreement (including any applicable late payment fee) that is not a Disputed
Amount, in addition to all other rights and remedies which Superion may have, Superion may, in its sole discretion and with further notice to Customer stating the
suspension date, suspend performance of any or all of its obligations under this Agreement (other than Section 5).

Superion shall have no liability for Customer's use of the Solution until all such past-due amounts and any
applicable reinstatement fees are paid in full.

4. Warranties, Covenants and Limitations.

4.1 Compliance with Laws. Superion shall comply
with all laws, enactments, orders and regulations
applicable to it as the provider of services under this DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Agreement. Customer shall comply with all laws,
enactments, orders and regulations applicable to it as the recipient and user of services under this Agreement.

4.2 No Infringement. Superion shall indemnify and
defend Customer against, any third-party claim asserting that the Solution, as and when made available to
Customer by Superion and when properly used for the
purpose and in the manner specifically authorized by this Agreement, infringes upon (i) any patent issued as of the date of this Agreement by a country that is a signatory to the Paris Convention, (ii) any copyright of any country that is a member of the Berne Convention as of the date of this Agreement, or (iii) any trade secret or other proprietary right of any Person (collectively, "IP Rights"). Superion shall have no obligation under this Section 4.2 unless
Customer promptly gives notice to Superion within ten (1 O) days after the date Customer first receives notice of the applicable infringement claim (provided that later notice shall relieve Superion of its liability and obligations under this Section 4.2 only to the extent that Superion is
prejudiced by such later notice) and allows Superion to have sole control of the defense or settlement of the claim.

Customer may monitor any such litigation or proceeding
at its expense, using counsel of its choosing. The
remedies provided in this Section 4.2 are the sole
remedies for a claim of infringement or misappropriation hereunder. If any applicable infringement claim is
initiated, or in Superion's sole opinion is likely to be initiated, Superion may at its option and expense:
(a) modify or replace all or the allegedly infringing
part of the Solution so that it is no longer allegedly
infringing, provided that the functionality does not change in any material adverse respect; or
(b) procure for Customer the right to continue using
the allegedly infringing part of the Solution; or
(c) remove all or the allegedly infringing part of the
Solution, and (i) if Customer has paid a one-time upfront initial license fee for the applicable Solution, refund to Customer the corresponding portion of the license fee
paid by Customer to Superion for the applicable Solution, less a reasonable rental charge equal to one-sixtieth
(1/60) of the initial license fee for each month of use following the Order Execution Date, or (ii) if Customer is paying for the use of the Solution on a recurring basis, refund to Customer the corresponding portion of the
unused recurring fee(s) paid by Customer to Superion
with respect to the applicable Solution, and in each such case this Agreement shall terminate with respect to the Solution or part thereof removed.

4.3 Harmful Code. Using a recent version of a
reputable virus-checking product (to the extent
commercially available), Superion will check the Solution, as well as any systems used to deliver the Solution, for any viruses, worms or similar harmful code ("Harmful
Code") and will use commercially reasonable efforts to
eliminate any such Harmful Code that Superion
discovers.

4.4 Exclusion for Unauthorized Actions. Superion
is not liable under any provision of this Agreement for any performance problem, claim of infringement or other
matter to the extent attributable to any unauthorized or improper use or modification of the Solution by or on
behalf of Customer, any unauthorized combination of the Solution with othe~ software or services (other than as specified in the Specified Configuration), any use of any version of the Solution other than the Supported Release, a failure to subscribe to support services if then offered for the Solution, any Third-Party Hardware or Third-Party
Services, and Third-Party Software or Open Source
Software (except as set forth in Sections 4.1 O and 4.12), any wrongful act or omission by Customer, its Affiliates or its customers or any breach of this Agreement by
Customer.

4.5 Force Majeure. Neither party shall be liable for,
nor shall either party be considered in breach of this
Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations, which shall be suspended only for so long as the force
majeure event renders Customer unable by any means to
transmit payments when due hereunder) as a result of a
cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, theft or
criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or
other networked environment), power or other utility,
unavailability of supplies or any other cause, whether
similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care.

4.6 Disclaimer. EXCEPT AS STATED IN
SECTIONS 4, 6.5 AND 9.5, THE SOLUTION,

DOCUMENTATION AND SERVICES ARE PROVIDED
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign. Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "AS IS,'' AND ALL OTHER REPRESENTATIONS,

WARRANTIES, TERMS OR CONDITIONS, ORAL OR

WRITTEN, EXPRESS OR IMPLIED, ARISING FROM

COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE, QUALITY OF

INFORMATION, QUIET ENJOYMENT OR OTHERWISE
(INCLUDING IMPLIED WARRANTIES, TERMS OR

CONDITIONS OF MERCHANTABILITY,

SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINTERFERENCE, OR NON-INFRINGEMENT) ARE, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EXCLUDED FROM THIS AGREEMENT.

4.7 Limitations Cap. EACH PARTY'S TOTAL

LIABILITY UNDER THIS AGREEMENT SHALL

UNDER NO CIRCUMSTANCES EXCEED THE
LIABILITY CAP.

4.8 Consequential Damage Exclusion. UNDER NO

CIRCUMSTANCES SHALL EITHER PARTY (OR ANY

OF ITS AFFILIATES PROVIDING OR RECEIVING THE

SOLUTION, SERVICES OR OTHER SOFTWARE

UNDER THIS AGREEMENT) BE LIABLE TO THE

OTHER OR ANY OTHER PERSON FOR LOSSES OR

DAMAGES WHICH FALL INTO ANY OF THE
FOLLOWING CATEGORIES: (a) LOST REVENUES, (b)
LOST PROFITS, (c) LOSS OF BUSINESS, (d)
TRADING LOSSES, (e) INACCURATE
DISTRIBUTIONS OR (f) ANY INCIDENTAL, INDIRECT,

EXEMPLARY, CONSEQUENTIAL, SPECIAL OR

PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY

OF THE FOREGOING LOSSES OR DAMAGES

RESULTING FROM CUSTOMER'S USE OF THE

SOLUTION OR SERVICES PROVIDED HEREUNDER,

OR ARISING FROM ANY BREACH OF THIS

AGREEMENT OR ANY TERMINATION OF THIS

AGREEMENT, WHETHER SUCH LIABILITY IS

ASSERTED ON THE BASIS OF CONTRACT, TORT
(INCLUDING NEGLIGENCE OR STRICT LIABILITY)

OR OTHERWISE AND WHETHER OR NOT

FORESEEABLE, EVEN IF THE RELEVANT PARTY

HAS BEEN ADVISED OR WAS AWARE OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES. FOR

PURPOSES OF CLARIFICATION, THE FOLLOWING
SHALL BE DEEMED "DIRECT DAMAGES" AS

BETWEEN CUSTOMER AND SUPERION FOR THE
PURPOSES OF THIS AGREEMENT (i) ANY AND ALL

DAMAGES, INCLUDING CONSEQUENTIAL AND

SIMILAR DAMAGES, AWARDED TO A THIRD PARTY

FOR WHICH INDEMNIFICATION IS PROVIDED BY A
PARTY UNDER SECTION 4.2; (ii) CUSTOMER'S OUTOF-POCKET COSTS TO NOTIFY AFFECTED

PERSONS AND/OR PAY FOR CREDIT MONITORING

SERVICES FOR SUCH PERSONS FOR A ONE-YEAR

PERIOD INCURRED AS A RESULT OF SUPERION'S
BREACH OF SECTION 5.

4.9 Exceptions. THE LIMITATIONS AND
EXCLUSIONS SET FORTH IN SECTIONS 4.7 AND 4.8
SHALL NOT APPLY TO: (a) BREACHES OF THE
SCOPE OF USE; (b) FAILURE TO PAY FEES WHEN
DUE; (c) DAMAGES CAUSED BY EITHER PARTY'S
FRAUD OR WILLFUL MISCONDUCT; (d) A PARTY'S

LIABILITY FOR DEATH OR PERSONAL INJURY DUE
TO THAT PARTY'S NEGLIGENCE; OR (e) A PARTY'S

LIABILITY FOR DAMAGES TO THE EXTENT THAT

SUCH LIMITATION OR EXCLUSION IS NOT
PERMITTED BY APPLICABLE LAW. THE
LIMITATIONS SET FORTH IN SECTION 4.7 DO NOT

APPLY TO CLAIMS FOR WHICH INDEMNIFICATION IS
PROVIDED BY A PARTY UNDER SECTION 4.2.

4.10 Third-Party Software. To facilitate Customer's
access and use of the Third-Party Software, the
licensor(s) of such Third-Party Software have agreed to allow Superion to provide the Third-Party Software to
Customer subject to the following additional conditions:
(i) the Third-Party Software shall be used only in
conjunction with any permissible use of the Solution
specifically authorized in this Agreement, and
(ii) the Third-Party Software shall be used only in
accordance with licensor's terms and conditions and
documentation for the Third-Party Software which, unless otherwise included in a specific Supplement to the Order, shall be provided to Customer with the receipt of such
Third-Party Software. Superion shall use reasonable
efforts to provide Customer the benefit of all indemnities and warranties granted to Superion by the licensor(s) of the Third-Party Software, to the extent possible without additional cost to Superion, as and if permitted by
Superion's agreement with the licensor of the Third-Party Software, and to the extent such warranties and
indemnities pertain to Customer's use of the Third-Party Software hereunder. In the event of any defect in any
Third-Party Software (in the form delivered by Superion and when properly used for the purpose and in the
manner specifically authorized by this Agreement),
Superion will use commercially reasonable efforts to
replace or correct the Third-Party Software without
charge. If Superion complies with this provision, it shall DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B face no further liability with respect to any defect in any Third-Party Software.

Unless as otherwise provided in a specific
Supplement to the Order, or as provided in the
licensor's terms and conditions, Superion shall
provide Level 1 support of the Third-Party Software.

For purposes herein, Level 1 Support shall mean:
1) Taking the first support call from Customer and
qualifying the call priority, or if an existing case,
obtaining case information;
2) Gathering information about the case, defining
and describing the problem, and determining if the
Third Party Software is the cause of the problem.

Analyze problem symptoms, attempt to find root
cause if appropriate and document result of such
attempts. Determining if the problem is a known
Third-Party Software problem by accessing third
party online support resources; and
3) If it is determined to be a Third-Party Software
problem, contacting the Third-Party Software
technical support. For new cases, opening a case
and selecting a priority. For existing cases, providing the case number and information gathered to the
Third-Party Software support engineer.

4.11 Third-Party Hardware and Third-Party
Services. Customer is hereby advised that the third
party, and not Superion, assumes all responsibility for and liability in connection with the Third-Party Hardware and Third-Party Services, and is solely responsible for delivering the Third-Party Hardware and Third-Party
Services to Customer. Superion is not authorized to
make any representations or warranties that are binding upon the third party or to engage in any other acts that are binding upon the third party, excepting specifically that Superion is authorized to represent the fees for the Third-Party Hardware or Third-Party Services as the
same is provided for in the Order and to accept payment of such amounts from Customer on behalf of the third
party.

4.12 Open Source Software Components. The
Solution may be provided with or included Open Source
Software, including that Open Source Software identified in the Documentation or on the support services website for the Solution. The Open Source Software is licensed
under the terms of the open source license that
accompanies or is made available with such Open
Source Software, including via a website designated by
Superion. Nothing in this Agreement limits Customer's
rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for
such Open Source Software. Open Source Software
shall not be deemed to be part of the Solution under this Agreement and Superion shall have no liability relating to such Open Source Software; provided, however, that
Superion shall be responsible for fixing Errors caused by the Open Source Software to the same extent as
Superion's ongoing support obligations as set forth in
Section 8.5 and 9.3 of this Agreement.

4.13 Open Negotiation. Customer and Superion
have freely and openly negotiated this Agreement,
including the pricing, with the knowledge that the liability of the parties is to be limited in accordance with the
provisions of this Agreement.

4.14 Title and Risk of Loss. In no event will Superion
be deemed to have taken title or any similar right or
interest in or of any Third-Party Software or Third-Party Hardware in the chain of distribution to Customer, and
title, risk of loss, and/or such similar right or interest in or to the Third-Party Software or Third-Party Hardware will be deemed to vest in Customer either at the point of
delivery to carrier for shipment or as otherwise provided for in the licensor's terms and conditions.

4.15 Disclaimer. Except as may be provided in
Section 4.1 O above, Customer agrees and understands
that SUPERION MAKES NO WARRANTIES

WHATSOEVER, EXPRESSED OR IMPLIED, WITH
REGARD TO THE THIRD-PARTY PRODUCTS. ALL

WARRANTIES (IF ANY) ARE PROVIDED TO

CUSTOMER BY THE LICENSORS,
MANUFACTURERS OR PROVIDERS OF SUCH THIRDPARTY PRODUCTS. SUPERION EXPLICITLY

DISCLAIMS ALL WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR ITS

OBLIGATION TO REMIT PAYMENT RECEIVED FROM

CUSTOMER TO THE THIRD PARTY PURSUANT TO
THIS AGREEMENT, SUPERION will have no
LIABILITY whatsoever in CONNECTION WITH THE
THIRD-PARTY PRODUCTS.

4.16 other Limitations. The warranties made by
Superion in this Agreement, and the obligations of
Superion under this Agreement, run only to Customer and DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

IJocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B not to its Affiliates, its customers or any other Persons.

Under no circumstances shall any Affiliate or customer of Customer or any other Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement (including any
right to be consulted in connection with any variation or rescission of the Agreement agreed between Superion
and Customer), even if such Affiliates, customers or other Persons are provided access to the Solution or data
maintained in the Solution via the Internet or other
networked environment. Except to the extent specified in an Order, Superion shall not be deemed Customer's
official record keeper for regulatory or other purposes and shall have no obligation to retain any records or data on Customer's behalf after termination or expiration of this Agreement.

5. Confidentiality, Security, Ownership and Use
Restrictions.

5.1 Confidentiality. The party receiving Confidential
Information ("Receiving Party") of the other ("Disclosing Party") shall not, and shall cause its Authorized
Recipients not to, use Confidential Information for any purpose except as necessary to implement, perform or
enforce this Agreement. Receiving Party will use the
same reasonable efforts to: (a) protect the Confidential Information of Disclosing Party as it uses to protect its own proprietary information and data. Prior to disclosing the Confidential Information to its Authorized Recipients,
Receiving Party shall inform them of the confidential
nature of the Confidential Information and require them to abide by the terms of this Agreement. Receiving Party will promptly notify Disclosing Party if Receiving Party
discovers any improper use or disclosure of Confidential Information and will promptly commence all reasonable
efforts to investigate and correct the causes of such
improper use or disclosure. If Receiving Party believes the Confidential Information must be disclosed under
applicable law, Receiving Party may do so provided that, to the extent permitted by law, the other party is given a reasonable opportunity to contest such disclosure or
obtain a protective order.

5.2 Security.
(a) Superion will implement commercially
reasonable administrative, technical and physical
safeguards designed to: (i) ensure the security and
confidentiality of Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; and (iii) protect against unauthorized access to or use of Customer Data. Superion will review and test such safeguards on no less than an annual basis. (b) If Customer makes the Solution or data
maintained by the Solution accessible through the
Internet or other networked environment, Customer shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of the Solution, adequate technical and procedural access
controls and system security requirements and devices,
necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudlation and
virus detection and eradication.
(c) To the extent that Third-Party Users are
permitted to have access to the Solution, Customer shall maintain agreements with such Third Party Users that
adequately protect the confidentiality and intellectual property rights of Superion in the Solution and
Documentation, and disclaim any liability or responsibility of Superion with respect to such Third Party Users.

5.3 Personal Data. If Superion processes or
otherwise has access to any personal data or personal
information on Customer's behalf when performing
Superion's obligations under this Agreement, then:
(i) Customer shall be the data controller (where "data
controller" means an entity which alone or jointly with others determines purposes for which and the manner in
which any personal data are, or are to be, processed) and Superion shall be a data processor (where "data
processor'' means an entity which processes the data
only on behalf of the data controller and not for any
purposes of its own); (ii) Customer shall ensure that it has obtained all necessary consents and it is entitled to
transfer the relevant personal data or personal
information to Superion so that Superion may lawfully
use, process and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include Superion
processing and transferring the relevant personal data or personal information outside the country where Customer and the Authorized Users are located in order for
Superion to provide the Solution and perform its other
obligations under this Agreement; and (iii) Superion shall process the personal data and personal information only in accordance with any lawful and reasonable instructions given by Customer from time to time as set out in and in accordance with the terms of this Agreement; and (iv)
each party shall take appropriate technical and
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign"Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B organizational measures against unauthorized or
unlawful processing of the personal data and personal
information or its accidental loss, destruction or damage so that, having regard to the state of technological
development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or
damage in relation to the personal data and personal
information and the nature of the personal data and
personal information being protected. If necessary, the parties will cooperate to document these measures taken.

5.4 SG Solution Details. The SG Solution Details are
trade secrets and proprietary property of Superion or its licensors, having great commercial value to Superion or its licensors. Title to all SG Solution Details and all related intellectual property and other ownership rights shall be and remain exclusively with Superion or its licensors,
even with respect to such items that were created by
Superion specifically for or on behalf of Customer.

Superion and its Affiliates may freely use Feedback
without attribution or the need for Superion, its Affiliates or any third party to pay Customer or any third party any royalties or other fees of any kind. This Agreement is not an agreement of sale, and no intellectual property or other ownership rights to any SG Solution Details are
transferred to Customer by virtue of this Agreement. All copies of SG Solution Details in Customer's possession
shall be deemed to be on loan to Customer during the
term of this Agreement:

5.5 Use Restrictions. Except to the extent
specifically authorized by this Agreement, Customer shall not, shall not attempt to, and shall not permit any other Person under its reasonable control to: (a) use any SG
Solution Detail for any purpose, at any location or in any manner not specifically authorized by this Agreement; (b) make or retain any Copy of any SG Solution Detail; (c)
create or recreate the source code for the Solution, or reengineer, reverse engineer, decompile or disassemble the Solution except to the extent specifically permitted by applicable law; (d) modify, adapt, translate or create
derivative works based upon the Solution or
Documentation, or combine or merge any part of the
Solution or Documentation with or into any other software or documentation except to the extent specifically
permitted by applicable law; (e) refer to, disclose or
otherwise use any SG Solution Detail as part of any effort either (i) to develop a program having any functional
attributes, visual expressions or other features similar to those of the Solution or (ii) to compete with Superion; (f) remove, erase or tamper with any copyright or other
proprietary notice printed or stamped on, affixed to, or encoded or recorded in any SG Solution Detail, or fail to preserve all copyright and other proprietary notices in any Copy of any SG Solution Detail made by Customer; (g)
sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor,
sub-contractor, consultant or partner, any right to use any SG Solution Detail or allow such other Person to use or have access to any SG Solution Detail, whether on
Customer's behalf or otherwise; or (h) use the Solution to conduct any type of application service provider, service bureau or time-sharing operation or to provide remote
processing, network processing, network
telecommunications or similar services to any Person,
whether on a fee basis or otherwise.

5.6 Notice and Remedy of Breaches. Each party
shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of this Section 5, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably
requested by the other party to prevent or remedy the
breach.

5.7 Enforcement. Each party acknowledges that any
breach of any of the provisions of this Section 5 may
result in irreparable injury to the other for which money damages would not adequately compensate. If there is a
breach, then the injured party shall be entitled, in addition to all other rights and remedies which it may have, to
have a decree of specific performance or an injunction
issued by any competent court, requiring the breach to
be cured or enjoining all Persons involved from continuing the breach.

6. Professional Services.

6.1 Professional Services. An Order may identify
certain Professional Services. .

6.2 Professional Services Fees. Customer shall
pay to Superion the professional services fees stated on the Order. In each case where professional services fees are not specified on the Order, then the fees for such
services shall be based upon Superion's then standard
professional services fee rates.

6.3 Expense Reimbursements. Customer shall
reimburse Superion for reasonable travel, living and other DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B out-of-pocket expenses incurred by Superion personnel
in connection with all services, including, but not limited to, Professional Services and maintenance and support
rendered by Superion. Reimbursable expenses shall be
incurred by Superion personnel in accordance with
Superion's then current per diem travel expense
guidelines, a copy of which will be included in the Order.

Superion shall invoice Customer for reimbursement of
these expenses on a monthly basis, as incurred.

6.4 Cooperation and Access to Facilities, Data
and Employees. To the extent reasonably necessary for
Superion to perform its obligations under this Agreement, Customer shall provide to Superion access to Customer's location site, equipment, data and employees, and shall otherwise cooperate with Superion in its performance
hereunder, all as reasonably necessary for Superion to
perform its obligations under this Agreement.

6.5 Professional Services Warranty. Superion
warrants to Customer that Professional Services will be performed in a good and workmanlike manner by qualified personnel, subject to Section 6.4. Superion shall have no liability under this Section 6.5 unless, within thirty (30) days after the actual date of the particular Professional Services, Superion receives notice from Customer
describing the breach of this warranty, together with
adequate supporting documentation and data. Upon
receipt of any such notice, Superion's only obligation
under this Section 6.5 is to remedy the breach and
reperform the particular Professional Services affected as soon as reasonably practical at no additional charge.

6.6 Compliance with Customer Policies. While
Superion personnel are performing services at
Customer's site, Superionwill ensure that such personnel comply with Customer's reasonable security procedures
and site policies that are generally applicable to
Customer's other suppliers providing similar services and that have been provided to Superion in writing and in
advance. Customer shall promptly reimburse Superion for any out-of-pocket costs incurred in complying with such procedures and policies.

6.7 Contributed Material. In the process of
Superion's performing Professional Services, Customer
may, from time to time, provide Superion with designs,
plans, or specifications, improvements, works or other
material for inclusion in, or making modifications to, the Solution, the Documentation or any other deliverables
("Contributed Material"). Customer grants to Superion a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other
compensation of any kind and without the right of
attribution, for Superion, Superion's Affiliates and
Superion's licensees to make, use, sell and create
derivative works of the Contributed Material.

7. Term and Termination.

7.1 Order Term. The Order may state an initial term
for the use of the Solution ("Initial Term") and may state renewal terms (each a "Renewal Term"). "Order Term"
means the Initial Term together with any Renewal Terms.

7.2 Termination. Either party may terminate this
Agreement by giving notice of termination to the other
party if the other party breaches any of its material
obligations (other than Customer's failure to pay Support Fees during a Renewal Support Term) under this
Agreement and does not cure the breach within thirty (30) days after receiving notice describing the breach in
reasonable detail.

7.3 Effect of Termination. The provisions of
Sections 3, 4, 5, 7.3 and 10 shall survive any termination of this Agreement, whether under this Section 7 or
otherwise. Customer shall be liable for all payments due to Superion for the period ending on the date of
termination. Upon a termination of this Agreement,
whether under this Section 7 or otherwise, or upon the
expiration or termination of an Order Term, Customer
shall: (i) discontinue all use of the affected Solution and Documentation, (ii) promptly return to Superion all copies of the.affected Solution and Documentation and any other affected SG Solution Details then in Customer's
possession; and (iii) give notice to Superion certifying that all copies of such items have been permanently deleted.

8. Terms Applicable To Saas, ASP and Hosting.

The following provisions in this Section 0 apply solely to Hosting Services and to Orders for and ASP Solution or
Saas Solution.

8.1 Saas, ASP and Hosting. Superion shall provide
the Hosting Services and/or access to the ASP Solution
or Saas solution, as described and for the term specified on the Order.

8.2 Passwords and Solution Access. If Superion
provides Customer or its Authorized Users with unique
access codes to access the Solution (each, a
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "Password"), Customer shall hold any such Passwords
in strict confidence and shall not assign, share, misuse or abuse the Passwords or attempt to render ineffective the password protection of the Solution. If Customer suspects or learns that a Password is being used to gain
unauthorized access to the Solution, Customer will
immediately notify Superion so that it can change, or
assist Customer in changing, the applicable Password. To the extent the Solution is within Superion's network,
Superion may suspend access to the Solution without
advance notice if Superion reasonably believes the
Solution is being used or accessed in an unauthorized,
illegal or disruptive manner, provided that Superion will promptly notify Customer of any such event.

8.3 Customer Data.
(a) Customer shall supply, or cause to be supplied, all Customer Supplied Data. Customer shall transmit the
Customer Supplied Data to Superion by communications
link or in another manner described on the Order. As
between Superion and Customer, Customer shall be
responsible for ensuring that the Customer Supplied Data is Accurate and complete. Customer represents and
warrants to Superion that Customer has the full legal right for Customer and Superion, its affiliates and agents to use the Customer Supplied Data for processing hereunder.
(b) Within thirty (30) days after termination of Hosting Services or of an Order for an ASP Solution or Saas
Solution, Customer shall give Superion an instruction
notice regarding the disposition of any tapes, data, files and other property belonging to Customer and then in
Superion's possession. To the extent practicable and at Customer's expense after receipt of such notice, Superion shall use commercially reasonable efforts to comply with the notice, including converting the data on the Solution to machine-readable form. Superion may retain such
property until Superion receives all payments due to
Superion under that Order. If Customer fails to give that notice within thirty (30) days after such termination, then Superion may dispose of such property in a commercially reasonable manner.
(c) In order to improve Superion's product and
service offerings for its customers, Superion may
maintain a database of information residing on the
Solution. Superion and its affiliates may use and
distribute such data in an aggregated and deidentified format, including as a part of the development, distribution and licensing of any
Superion product or service offering.

8.4 Regulatory Access. To the extent permitted by
law, each party will notify the other promptly of any formal request by an authorized governmental agency or
regulator to examine Customer Data or other records, if any, regarding Customer that are maintained in Superion facilities under this Agreement. Customer will reimburse Superion for the reasonable out-of-pocket costs Superion incurs, and for time spent, in making such Customer Data or other records, if any, available for examination and audit by the governmental agency or regulatory authority that has jurisdiction over Customer's business.

8.5 Support. Superion shall provide to Customerthe
ongoing support services as described in the Order.

8.6 Data Backup and Disaster Recovery. If the
Solution maintains a database then, unless otherwise
stated on the Order:
(a) Superion shall provide an electronic
backup of the Customer Data accordance with the backup
cycle defined in the Order (and if no backup cycle is
defined, at reasonable intervals); and
(b) Superion shall maintain a disaster
recovery plan which includes a procedure for the
restoration of Customer's production environment at an
alternate facility in the event of a disaster. Superion's disaster recovery plan shall be tested at least once each calendar year.

8.7 Interruption to Solution. From time to time, Superion shall be entitled (at its discretion, without incurring liability for so doing) to interrupt the Solution to: (i) perform repairs and other maintenance and install enhancements on
Superion's equipment, software and/or other systems that are required for the provision of the Solution, or (ii) make adjustments to its infrastructure (including, for example, in relation to resources shared by its other customers) and thereby cause a disruption in the provision of the Solution.

Except in the case of emergency repairs, maintenance or adjustments, Superion will (a) give Customer reasonable prior notice of the interruption; (b) limit such interruptions to outside of Superion's normal business hours; and (c) use commercially reasonable efforts to minimize the
impact of the interruption.

8.8 Harmful Code. Using a recent version of a
reputable virus-checking product (to the extent
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
l'.locuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B commercially available), Customer will check the
Specified Configuration for Harmful Code and ensure no
Harmful Code is introduced by its end users or from its systems into any systems used in the Solution and will
use commercially reasonable efforts to eliminate any such Harmful Code that either Customer or Superion
discovers.

8.9 Volume Increases. Customer shall give notice to
Superion whenever Customer intends to materially
increase the volume of data to be processed on the
Solution. Any such increase that results in an increase beyond the Scope of Use requires an additional executed Order and the payment of additional fees.

9. Terms Applicable to Software Licenses. The
following provisions in this Section 9 apply solely to an Order that provides the right for Customer to install the Solution at the facility identified on the Order.

9.1 Grant. Except as otherwise provided in an Order,
Superion grants to Customer a non-transferable, nonexclusive, term license to use the Solution in accordance with this Agreement and the Scope of Use. The Solution
shall be installed in object code form only at Customer's location(s) listed on the Order ("Designated
Location(s)"). Customer may, subject to Section 10.4,
use or access the Solution at or from Customer locations worldwide. Customer may change a Designated Location
by giving prompt notice thereof to Superion. Customer
may copy and use the Solution installed at the Designated Location for inactive back-up and disaster recovery
purposes. Customer may copy the Documentation to the
extent reasonably necessary for use of the Solution under this Agreement.

9.2 Initial Installation. Superion shall deliver to
Customer the initial Copies of the Solution stated on the Order by supplying such initial Copies (a) by physical
shipment, such as on a disc or other media, or (b) by
electronic delivery, such as by posting it on Superion's network for downloading. Physical shipment is on F.0.8. terms, Superion's shipping point and electronic delivery is deemed effective at the time Superion provides Customer with access to download the Solution. The date of such
delivery shall be referred to as the "Delivery Date."

9.3 Support. Beginning on the Order Execution Date
and continuing for twelve (12) months thereafter ("Initial Support Term"), Superion shall provide the ongoing
support services described in that Order. Support for the Initial Support Term are provided at no charge. Upon
expiration of the Initial Support Term, the ongoing support services shall automatically renew for an additional
Contract Year unless, at least sixty (60) days prior to the expiration of the initial Contract Year, Customer notifies Superion in writing of Customer's intent not to renew for the second Contract Year. After the second Contract
Year, the Support will automatically be extended for
consecutive Contract Years on a year-to-year basis
unless either party notifies the other in writing of its intent not to extend the support at least sixty (60) days prior to the expiration of the then-current Contract Year.

However, upon termination Superion will discontinue
providing all on-going support services, improvements
and warranties. Superion shall have no liability with
respect to Customer's use of the Products for which
support services are terminated.

Support Fees for the second Support Term shall be as
provided in the Order Form.

On an annual basis, Superion may increase the Support
Fees payable.

9.4 Support Termination. Upon the effective date of
termination of ongoing support services by either party or at any time when Customer has failed to pay Support
Fees ("Support Termination Date"): (i) Superion shall
discontinue providing all ongoing support services,
including Superion's obligations under Section 9.3; (ii) any Superion warranties under this Agreement shall cease to apply for the period after the Support Termination Date; and (iii) Superion shall not be liable for Customer's use of the Solution after the Support Termination Date except for Superion's indemnification obligations for any third-party claims covered by Section 4.2 that arose prior to the
Support Termination Date (but only to the extent such
claim would not have been remedied by a Release made
available by Superion after the Support Termination
Date).

9.5 Software Warranty. Superion warrants to
Customer that for a period of twelve ( 12) months from the Delivery Date, the Solution (as delivered to Customer by Superion and when properly used for the purpose and in
the manner specifically authorized by this Agreement),
will perform. as described in the Documentation in all
material respects. Superion's sole obligation and liability under this warranty is to comply with the provisions of Section 9.3 of this Agreement.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B

9.6 Remote Access of Installed Software.

Provided that Superion performs such services in
accordance with the confidentiality provisions of this
Agreement, Customer shall permit Superion, at
Superion's option, to remotely access the Solution
installed at the Designated Location for the purpose of providing support services to Customer under Section 9.3 and otherwise implementing the purposes of this
Agreement. In remotely accessing such Solution,
Superion will comply with Customer's reasonable security procedures and company policies that have been
provided to Superion in writing. Customer shall promptly reimburse Superion for any out-of-pocket costs incurred in complying with such procedures and policies.

9.7 Backup. Customer acknowledges that it is the
best judge of the value and importance of the data held on Customer's systems and that Customer shall be solely responsible for maintaining secure and complete back-up copies of all data that Customer processes using the
Solution, which data will be backed-up on not less than a daily basis and which will be readily available on
machines controlled by Customer to facilitate the prompt restoration of such data in the event of any loss of or damage to it. Superion shall have no liability for any loss or damage caused by Customer's failure to maintain such backed-up copies.

9.8 Audit. At Superion's expense and upon written
request with reasonable notice, Customer will permit
Superion, its personnel or its outside auditors to enter the relevant Customer locations during normal business
hours and audit the number of copies of the Solution and Documentation in Customer's possession and
information pertaining to Customer's compliance with this Agreement. Such audits shall not occur more than once
in any twelve (12) month period (unless Superion
believes, in good faith, that there has been a breach of this Agreement by Customer) and shall be performed in a manner not to disrupt Customer's business and
operations and will respect the confidentiality of
Customer, its suppliers and customers. Customer will, in a timely manner, reasonably cooperate with the auditors and provide the auditors all assistance as they may
reasonably request in connection with the audit.

Customer may require auditors acting on behalf of
Superion to execute reasonable confidentiality
agreements and comply with Customer's reasonable
security requirements, but the requirement will not apply to Superion's internal auditors otherwise bound by the
confidentiality conditions of this Agreement.

10. Other Provisions.

10.1 Notices. All notices, consents and other
communications under or regarding this Agreement shall
be in writing and shall be deemed to have been received on the earlier of: (a) the date of actual receipt; (b) the third business day after being mailed by first class, certified or air mail or (c) the first business day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile, or email if notice by one of the
foregoing is provided promptly thereafter. Customer's
address for notices is stated on the Order. Superion's
address for notices is stated on the Order. In the case of (i) any notice by Customer alleging a breach of this
Agreement by Superion or (ii) a termination of this
Agreement. Either party may change its address for
notices by giving written notice of the new address to the other party.

10.2 Defined Terms. As used in this Agreement, the
terms below (and their plural forms) have the following meanings:
(a) "affiliate" whether capitalized or not,
means, with respect to a specified Person, any Person
which directly or indirectly controls, is controlled by, or is under common control with the specified Person as of the date of this Agreement, for as long as such relationship remains in effect.
(b) "Authorized Recipient" means: (i) with
respect to Customer, Customer, any Authorized User and
any employee of a Customer contractor, provided that the contractor is not a competitor of Superion; and (ii) with respect to Superion, Superion, its foreign and domestic Affiliates and their respective contractors.
(c) "Authorized User" means a Customer
employee.
(d) "Confidential Information" means all
business or technical information disclosed by Disclosing Party to Receiving Party in connection with this
Agreement. Confidential Information includes without
limitation: (i) Customer Data and the details of Customer's computer operations; and (ii) the SG Solution Details.

Confidential Information does not include information that:
(aa) prior to the receipt thereof under this Agreement, had DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign'Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B been developed independently by Receiving Party, or
was lawfully known to Receiving Party, or had been
lawfully received by Receiving Party from other sources, provided such other source did not receive it due to a
breach of an agreement with Disclosing Party, and
Receiving Party knew of such breach or ought to have
reasonably known of such breach; (bb) is publicly known at or after the time either party first learns of such
information, or generic information or knowledge which
either party would have learned in the course of its work in the trade, business or industry; or (cc) subsequent to the receipt thereof under this Agreement; (1) is published by Disclosing Party or is disclosed generally by Disclosing Party to others without restriction on its use and
disclosure; or (2) has been lawfully obtained by Receiving Party from other sources which Receiving Party
reasonably believes lawfully came to possess it.
( e) "copy" whether capitalized or not, means
any paper, disk, tape, film, memory device or other
material or object on or in which any words, object code, source code or other symbols are written, recorded or
encoded, whether permanent or transitory.
(f) "Customer Data" means data stored in,
or processed by, the Solution; provided that aggregated data that is not personally identifiable data and not
identifiable to Customer shall not be deemed Customer
Data nor Customer's Confidential Information.
(g) "Customer Supplied Data" means any
information or data introduced into the Solution by or on behalf of Customer.
(h) "Disputed Amount" means a good faith
dispute by Customer of certain amounts invoiced under
this Agreement. An amount will only constitute a Disputed Amount if (i) Customer has given notice of the dispute to Superion promptly after receiving the invoice and (ii) the notice explains Customer's position in reasonable detail.

A disputed will not exist as to an invoice in its entirety merely because certain amounts on the invoice are
Disputed Amounts.
(i) Documentation" means the standard
user documentation Superion provides for the Solution,
as such Documentation may be updated from time to
time.
(j) "Error" means a failure of a Supported
Release to perform in all material respects in
accordance with the Documentation.
(k) "Export Laws" means any laws,
administrative regulations and executive orders of the
U.S., the United Kingdom and any other jurisdiction where any SG Solution Details will be located or from where any SG Solution Details will be accessed under this
Agreement relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property or services, embargo of
goods or services or registration of this Agreement
including the Export Administration Regulations of the
U.S. Department of Commerce and the regulations and
executive orders administered by the Office of Foreign
Asset Control of the U.S. Department of the Treasury.
(1) "Feedback" means any suggestions or
recommendations for improvements or modifications to
the Solution made by or on behalf of Customer.
(m) "including" whether capitalized or not,
means including but not limited to.
(n) "Liability Cap" means the greater of Fifty
Thousand U.S. Dollars (US$50,000) or the amount
identified on the Order as the liability cap, provided
however that, if no amount is identified on the Order then the liability cap shall be Fifty Thousand U.S. Dollars
(US$50,000).
( o) "Open Source Software" means
computer software made generally available at no charge by the copyright holder under a license which provides
the right to modify and distribute the software to anyone for any purpose at no charge.
(p) "person" whether capitalized or not,
means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank,
association, cooperative, trust, estate, government,
governmental agency, regulatory authority or other entity of any nature.
(q) "Professional Services" means
installation, implementation, training or consulting
services including custom modification programming,
support services relating to custom modifications, on-site support services, assistance with data transfers, system DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign' Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B restarts and reinstallations provided by Superion under this Agreement.
(r) "Release" means a modification or
update to the Solution, which Superion, in its sole
discretion, incorporates into the Solution without requiring its then existing client base to pay a separate fee (other than support fees).
(s) "Scope of Use" means the Designated
Computer(s), Designated Location(s), License Term,
Platform, Business Purpose, Number of Trades, Number
of Work Stations, Number of Developers, Number of
Users, Volume Limit, Number of Production Databases,
Number of Production Servers, and/or other restrictions or parameters as are stated in Section 5.5 or on the Order.

Scope of Use shall not include the processing of any
Acquired Business. Customer shall use the Solution in
production to process Customer's business; provided that all increases in the Scope of Use require the execution of an amendment amending the Scope of Use.
(t) "SG Solution Details" means any of the
following: the Solution and Documentation, the object
code and the source code for the Solution, the visual
expressions, screen formats, report formats and other
design features of the Solution, all ideas, methods,
algorithms, formulae and concepts used in developing
and/or incorporated into the Solution or Documentation, all future modifications, updates, Releases,
improvements and enhancements of the Solution or
Documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the
foregoing and all copies of the foregoing.
(u) "Supported Release" means, unless
otherwise stated in the Order, the latest Release of the Solution that is generally available to Superion's client base.
(v) "Third-Party Product" means ThirdParty Software, Third Party Hardware, Third-Party Data or Third-Party Services.
(w) "Third-Party Hardware" means that
hardware specified as third party hardware on the
Order.
(x) "Third-Party Services" means those
services specified as third party services on the
Order.
(y) "Third-Party Software" means the
software specified as third-party software on the
Order.
(z) "Third-Party User'' means any of
Customer's customers, or their customers, to the
extent such persons are provided access to the
Solution or Third-Party Data hereunder.

10.3 Parties in Interest.
(a) This Agreement shall bind, benefit and
be enforceable by and against Superion and Customer
and, their respective permitted successors and assigns. (b) Customer shall not assign this
Agreement or any of its rights hereunder, nor delegate
any of its obligations hereunder, without Superion's prior written consent, except such consent shall not be required in the case of an assignment of this Agreement (but not of any individual rights or obligations hereunder) to (i) a purchaser of or successor to substantially all of
Customer's business (unless such purchaser or
successor is a software, data processing or computer
services vendor that is a competitor of Superion, its parent company or any of its Affiliates) or (ii) an Affiliate of Customer, provided in the .case of such an assignment,
Customer guarantees the obligations of the assignee and the use of the Solution is not broadened beyond the
Scope of Use. Any assignment by Customer in breach of
this Section shall be void. Any express assignment of this Agreement, any change in control of Customer (or its
Affiliate in the case of an assignment to that Affiliate under this Section 10.3(b) and any assignment by merger or
otherwise by operation of law, shall constitute an
assignment of this Agreement by Customer for purposes
of this Section O ("Customer Assignment"). In the event of a Customer Assignment, or any acquisition of
additional business by Customer, whether by asset
acquisition, merger or otherwise ·by operation of law
(collectively with the Customer Assignment, "Customer
Additional Business Acquisition"), Customer shall give
notice to Superion notifying Superion if Customer desires to use the Solution to -process any additional business related to such Customer Additional BusinessAcquisition ("Acquired Business").

10.4 Export Laws. Customer acknowledges that the
SG Solution Details and the services provided by
Superion hereunder and this Agreement are subject to the Export Laws. Customer shall not violate the Export Laws DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B or otherwise export, re-export or use, directly or indirectly (including via remote access), any part of the Solution, Confidential Information or services in a manner, or to or for any person or entity, for which a license or other
authorization is required under the Export Laws without first obtaining such license or authorization.

10.5 Relationship. The relationship between the
parties created by this Agreement is that of independent contractors and not partners, joint venturers or agents.

10.6 Entire Understanding. This Agreement, which
includes and incorporates the Order, and any other
schedules, exhibits and addenda hereto states the entire understanding between the parties with respect to its
subject matter, and supersedes all prior proposals,
marketing materials, negotiations, representations
(whether negligently or innocently made), agreements
· and other written or oral communications between the
parties with respect to the subject matter of this
Agreement. In the event of a conflict between the
provisions of the SST and an Order incorporating the
SST, the terms of such Order shall prevail. Any written, printed or other materials which Superion provides to
Customer that are not included in the Documentation are provided on an "as is" basis, without warranty, and solely as an accommodation to Customer. In entering into this
Agreement each party acknowledges and agrees that it
has not relied on any express or implied representation, warranty, collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in this Agreement. Each party waives all rights and remedies which, but for this Section 10.6, might otherwise be available to it in respect of any such representation (whether negligently or innocently made), warranty,
collateral contract or other assurance. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.

10. 7 Modification and Waiver. No modification of
this Agreement, and no waiver of any breach of this
Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. This Agreement may not be
modified or amended by electronic means without written agreement of the parties with respect to formats and
protocols. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be
construed as a waiver of any subsequent breach of this
Agreement.

10.8 Severability, Heading and Counterparts. A
determination that any provision of this Agreement is
invalid or unenforceable shall not affect the other
provisions of this Agreement. Section headings are for
convenience of reference only and shall not affect the
interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

10.9 Personnel. Customer acknowledges that: (a)
Superion expends substantial time and money, on an
ongoing basis, to recruit and train its programmers,
trainers, data processing, customer support and
professional services team personnel ("Superion
Personnel"); (b) Superion's business is highly competitive, is marketed throughout the United States, Europe and in many other locations worldwide, and requires long sales lead times often exceeding one (1) year; and (c) if
Customer were to hire Superion Personnel, then Superion may suffer lost sales opportunities and would incur
substantial time and money in hiring and training
replacement(s) for those Superion Personnel. Accordingly, if Customer, directly or through one or more subsidiaries or other controlled entities, hires any Superion Personnel at any time when such Superion Personnel is employed or
engaged by Superion or during the six (6) months after
such employment or engagement ends, then Customer
shall pay to Superion as liquidated damages (and not a
penalty) an amount equal to twelve (12) months of such
Superion Personnel's salary and other compensation
(including bonus or commission payments) at the time of leaving his/her employment or engagement with Superion.

For purposes of this provision, "hire" means to employ as an employee or to engage as an independent contractor,
whether on a full-time, part-time or temporary basis. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after expiration or termination of this Agreement.

10.10 Jurisdiction and Governing Law. This
Agreement and any dispute or claim arising, directly or indirectly, out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by, and shall be construed and enforced in
accordance with, the laws of the State of California
excluding choice of law. Each party irrevocably (i) agrees that a Court in Contra Costa County, California, shall have DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B exclusive jurisdiction to settle any dispute, controversy or claim arising, directly or indirectly, out of or in connection with this Agreement, or the breach, termination or validity thereof (including non-contractual disputes or claims) and that such court shall be the proper venue therefor; (ii) waives the right to trial by jury, (iii) consents to service of process by first class certified mail, return receipt
requested, postage prepaid, to the address at which the party is to receive notice and (iv) agrees that the prevailing party shall be entitled to recover its reasonable attorney's fees (including, if applicable, charges for in-house
counsel), court costs and other legal expenses from the other party.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B 1rsuPERION
Exhibit 1 - Scope of Work
VoiceTRAKiT IVR Implementation
VoiceTRAKiT IVR allows agencies to provide an out-of-the-box IVR system, without the need to purchase hardware or support the system onsite. IVR only allows for the scheduling of any PermitTRAK inspections. Superion hosts the VoiceTRAKiT IVR system from a dedicated 3rd party server storage facility with 99.9% guaranteed up-time (hosted by Waterfield).

Technology Requirements
VoiceTRAKiT IVR requires a continuously active remote connection to the agency's database, and will become unavailable in the event the connection is not active. Database speed at the client location will affect the performance of VoiceTRAKiT.

Server hardware requirements:

Windows Server 2012 R2
SQL Server 2012 R2 or later
ASP.net 4.6.1
llS 7+
Anonymous Authentication (setting in llS) must be configured 32-bit enabled
Web server must be exposed to the internet
If eTRAKiT has been purchased, VoiceTRAKiT must reside on the same server TRAKiT Web Utilities & Maintenance is required for configuration Installation will occur on the agencies Live/Production environment only. If additional server installations are required, this will be considered an additional cost for configuration.

Agency Responsibilities & Options

1. Superion has included the Call Flow Diagram on pages 4 - 1 O; please review for details regarding VoiceTRAKiT IVR.

2. Superion will configure an IVR number in the agency's area code. Superion does not have further flexibility over the request of phone number prefixes. If the agency would like to request a phone number from their local telephone provider, then this number could be rerouted to the requested number.

3. Agency has flexibility to allow a Contractor to leave a voicemail message on an inspection for future playback.

4. Must setup unique IVR codes with each Inspection Type. ® Inspection Typo
~ ~ FRAMING
€;) I 12 ROUGH ELECTRICAL
€;) 13 ROUGH MECHANICAL
~ l4 I ROUGH PLUMBING
0 15 DRYWALL
• ~ J>OORNI'
Description Trad• IVR
,101
1104
f105
1106
1107
r;o;

5. The Agency Calendar must be managed based on the following circumstances.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "1f SU PE RION
a. Agency Calendar settings must be managed, otherwise inspections can be scheduled on holidays, weekends, etc. ·
'(one Day Start rlfnt: 8.00 AJ.I B Wo1k 0 3y fod Time: 5:Co0 PM ~ Valid3tt lruptction S: htd!Jltd and Comi:l~ted Oates \\ith \'/culc. 0Jtts C~er.d r. etwtt\:l:nds, NewYt3rs. Ju~/ 4, & (t-,ristmu as ' Office Oc.sed ' for tht n~t 6 mOtlth period. ~ Aprll1014 May 2014 June 2014
•U Mo Tu We Th " s. Su Mo Tu We Th " s. Su Mo Tu We Th " s. 1 2 3 • s 1 2 l l 2 l 4 s 6 7
6 7 • 9 10 u 12 4 !IS 6 7 • 9 10 • 9 10 11 12 ll 14
13 1J 15 16 17 18 19 11 12 13 14 IS 16 17 11 16 17 18 19 20 21 20 21 22 a 24 25 26 18 19 20 21 22 23 24 22 23 " 21 26 27 2& 7 28 29 30 25 26 27 28 29 30 31 29 30
b. If the agency is utilizing Inspection Capping, then this needs to be managed on a daily, weekly, or monthly basis, If not managed, then Inspection Capping will conflict with IVR. itct l.~ oo h: M~y 101J ~
-·- I ' 3 ' ' • 7
,YPM 0 0 0 0 0 0 0 0 0 0 0 0 I 0 0 0 0 0
FRY 0 0 0 0 0 0 0 0 0 0 0 0 I 0 0 0 0 0 - - NPAl\N(Ll 0 0 0 0 0 0 0 0 0 0 0 0 t 0 0 0 0 0 t.'.01'.UC:P.ES 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
c. If an Inspector is out of the office (vacation, sick, etc.), then an Inspector/Supervisor must set their personal TRAKiT Calendar to OUT for the inspector to appear unavailable for scheduling.

In r.tl11r r-RJ ~-----,
llJlo 15/812014 I [!iID Today
OesC1•1A~o I OUT SICK
bZJAll Day

6. Scheduling Inspections can use 4 different scenarios for inspection availability. a. Allow all inspections available in PermitTRAK to be available for each Permit record.

MASTER Inspection list
~ .. BUILDING ANAL
~ .. PLUMBLJNG ANAL
~ 122 MONTH WARRANTY

ASBESTOS
~ CURBCUT
~ DOCUMENTS
~ DRYWALL
• ELEC ANAL
)"'
b. Only allow scheduling of inspections in PermitTRAK based on the auto-inserted inspections available for the specific Permit record.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A872485FFSB ~"( SUPER ION
ll) BUILDING RES • Auto ln•pt ctions
~ 1 FOUNDATION
~ 2 !FRAMING
~ 3 I ROUGH ELECTRICAL
~ 4 lROUGH PLUMBING
~ 1 5 !ROOFING
E;) 6 .. BUILDING FINAL
Seq!
I I
3 3
~ I
5 6
c. Allow only those inspections to be scheduled that are available on the Permit record in PermitTRAK.

Add Inspections

CURB CUT
Pi-'"-ttll FAIL

FOUNDATION

FRAMING
Calendar r'\1 Set Sequence
111_ :t...r M.lrk Page ~L ~t:tJ 4(24/2014
('
15mlns
60 mlns
30 mlns
d. If using eTRAKiT, allow only 'Inspection Types available for Request' within the eTRAKiT preferences.

" '' <.llOll I f.l t< d'lldl t U lt: -;l!l~~~~~···· for .. PLUMBLING FINAL Request:

Hold "Ctrl" Key to multiselect
22 MONTH WARRANTY
ANNUAL

ASBESTOS
UR UT _ _ ___ _ ~ ~ _ ~ _
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A872485FF5B 1r S U PE R ION
Main Menu Call Flow Diagram

CALL RECEIVED
Welcome to the City of «AgencyName> Inspection Scheduling System Key In
lnspedor PIN
Followed by#
Hello Inspector/
To Schedule an Inspection, press l.

Ta cancel an Inspection, press 2.

Ta Retrieve Inspect/an results, press 3.

Ta Post Inspect/an results, press 4
Ta Schedule an lnspecUon, press J.

To cancel an Inspection, press 2.

To Retrieve Inspection results, press 3.

To return to the previous menu, press •
Ta speak with a staff member, press 0.
.-
Please enter your Permit Number followed by the tt Key.

N0(2)

For fetters, use t/1e corresponding numbers on your
phone keypad.

Key In Permit Number
Plays Permit Number and Address. Is t/1is correct?
For YES, press 1; For NO, press 2
Key In 1or2
I
YES (1)
To speak with
I a staff 1 member, press
0 Transfers Call
to Agency
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B j_"( SUPER ION
Schedule an Inspection Prompt
There are I/ Inspections oval/able to be
scheduled on this permit;
Enter a 3 or 4 digit number of the
Inspection you wish ta schedule
followed by the pound sign. To get a list
of all oval/able Inspections press the
pound key.

System Reads List
of Available
Inspections
Keyln
Inspector Code
follo-dbyfl
Press l for l" Aval/able Date,
Press Z for z.a Avollable Date,
Press 3 for 3"' Aval/able Date,
Press 4 far 4'" Ava/Jobie Date,
Press S far s"' Aval/able Date,
Press 6 for 6'" Aval/able Date,
Press 7 for t1' Aval/able Date
Key In
Number for
Selected Date
Your inspection llas been scl1eduled.

Your confirmation Number is... •

l&ICIOll
MllSM!
.... 1
To record a message for tl1e inspector, press 1.

To repeat this confirmation number, press 2.

To Schedule anot/1er inspection on tllis permit, press 3. To Schedule an inspection on another pem1it, press 4.

To return to tl1e main menu, press 5.

To end t/Jis call simplv /Ja11g up.

NO
Please record your
message at the tone.

Press the II Key when
finished.

YES
Messages are limited to
1 minutes.

To accept your message press l.

To listen to your message press Z.

To re-record your message press 3
Your Message
has been sent/
Creates
Attachment
on Permit
RE P LA.VS

MESSAGE
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
o'ocuSign Envelope .ID: 92114943-24F5-432A-8EOB-4A872485FF5B ~t°' SUPERION Cancel an Inspection Prompt

E11ter a 3 or 4 digit number of the
inspection you wish to cancel
followed by the #key.

Press the #key to get a list of
inspections that can be ca11ce/ed.

Key In
#
To Get List
System Reads List
of Available
lnspectiom
This lnspectio11 has bee11 Canceled Your
confirmation Number is ...

To Cancel another inspection 011 this permit, press 1.

To Cancel an inspection 011 different permit, press 2.

To return to the main menu, press 3.

To end this call. simply hong up.

Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSigri Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B '1r S U PE R I ON
Listen to Inspection Resu lts Prompt

Enter a 3 or 4 digit number of the
inspection you wish to Retrieve
Results for, followed by the II key.

To Retrieve All the Results for this
Permit, Press the II key.

Key In
Inspection Code
fo llowed by#
System Reads
Result of
Inspection
Requested
Key In
ft
To Get List
System Reads List
of ALL
Inspections
Resulted
To Retrieve additional Inspection Results on tl1is permit, press 1.

To Retrieve Inspection Results on another permit, press 2. · To return to the main men11, press 3.

To end the call, simplv hang up
Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B "1r S U PE R I 0 N
Post Inspection Results Prompt (Staff Only & Optional)
Enter a 3 or 4 digit number of the
inspection you wish to Post Results
for, followed by t/1ell Key.

Press the II key to get o list of
inspections that con be Resulted.

System Reads List
of Available
Inspections
Key In
Inspection Code
followed byll
Enter t/1e Result Code for t/1e Inspection
followed by t/1e II key.

Press the II Key to get a list of Result Codes
Key In
Result Code
followed byll

System Reads List
of Result Codes
Your Result Code has been Posted
Your confirmation Code is ....

To Result another lmpection on this permit, press 1.

To Result an inspection 011 different permit, press 2.

To return to the moin menu, press 3. ·
To end this call. simplv /rang up.

Updated: April 2017
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

DocuSign Envelope ID: 92114943-24F5-432A-8EOB-4A8724B5FF5B Customer: City of Richmond, CA
CONTRACT YEAR: April 1, 2018 through March 30, 2023
EXHIBIT2
Maintenance Software Identified
The "Annual Fee" indicated in the table below for the annual term commencing April 1, 2018 represents the Improvements fee for the current Contract Year.

Improvements fees for Baseline Component Systems
Qty Application 4/1/18-3/31/19 4/1/19-3/31 /20 4/1/20-3/31/21 4/1/21-3/31/22 4/1 /22-3/31 /23 1 TRAKiT(35 USERS) $ 30,783.90 $ 31,861.34 $ 32,976.48 $ 34,130.66 $ 35,325.23 1 AECTRAK $ - $ - $ - $ - $ - 1 CodeTRAK $ - $ - $ - $ - $ c 1 CRMTRAK $ - $ - $ - $ - $ -
1 Citizen Portal- eTRAKiT $ - $ - $ - $ - $ - 1 Mobility Suite - iTRAKiT $ 3,150.00 $ 3,260.25 $ 3,374.36 $ 3,492.46 $ 3,614.70 1 LandTrak $ - $ - $ - $ - $ - 1 LicenseTRAK $ - $ - $ - $ - $ - 1 MobileTRAK $ - $ - $ - $ - $ - 1 TRAKiT Mobile PDA $ - $ - $ - $ - $ - 1 PermitTRAK $ - $ - $ - $ - $ - 1 ProjectTRAK $ - $ - $ - $ - $ -
1 Ci\1cTRAK- Annual Subscription Fees $ 19,845.00 $ 20,539.58 $ 21,258.46 $ 22,002.51 $ 22,772.59 Total** $ 53,778.90 $ 55,661.16 $ 57,609.30 $ 59,625.63 $ 61,712.52 Qty Application 4/1 /19-3/31 /20 4/1/20-3/31/21** 4/1 /21-3/31 /22** 4/1/22-3/31/23** 1 TRAKiT(5 ADDITIONAL USERS) $ 2,000.00 $ 2,070.00 $ 2,142.45 $ 2,217.44 Total $ 2,000.00 $ 2,070.00 $ 2,142.45 $ 2,217.44
Qty Application 4/1/18-3/31/19 4/1/19-3/31/20 14/1/20-3/31/21 14/1/21-3/31/22 14/1/22-3/31/23 1 VoiceTRAK Subscription Fee $ 6,500.00 $ 6,727.50 I$ 6,962.961 $ 7,206.671 $ 7,458.90 Total** $ 6,500.00 $ 6,727.50 $ 6,962.96 $ 7,206.67 $ 7,458.90 **A 3.5% increase has been applied to your maintenance support for 2019-2023. Please budget accordingly.

Improvement fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted. Improvement fees for any Contract Year subsequent to the above Contract Year are subject to change and will be specified by Ramundsen Public Sector in an annual invoice. Should additions to the number of licensed users or the Component Systems occur during the term of this Agreement or any extension thereof, Ramundsen Public Sector shall adjust the fee to reflect the applicable changes and provide CUSTOMER with written notice of such fee change.

APPLICABLE TAXES ARE NOT INCLUDED IN THE ABOVE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.

DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Steve Furtado
From:

Sent:

To:

Sue Hartman
Wednesday, March 21, 2018 3:09 PM
Steve Furtado
Subject: Fwd: Approved Consent Calendar Items - Tuesday, March 20, 2018, City Council Meeting
FYI
Sent from my iPhone
Begin forwarded message:

From: Sabrina Lundy <Sabrina [email protected]>
Date: March 21, 2018 at 2:30:56 PM PDT
To: Adam Lenz <Adam [email protected]>, Adrian Sheppard <Adrian [email protected]>, Albert Walle <[email protected]>, Alex Knox <Alex [email protected] .ca.us>, Allwyn Brown <[email protected]>, Ana Crespin <Ana [email protected]>, Angela Cox <Angela [email protected] .ca.us>, Angela Walton <Angela [email protected]>, Antoinette Jordan <antoinette [email protected] .ca.us>, Belinda Warner <belinda [email protected]>, Benjamin Therriault <[email protected]>, Betty Parker <[email protected]>, Catherine Selkirk <[email protected] .ca.us>, Charice Duckworth <Charice [email protected]>, Charita Patterson <[email protected]>, Christopher Whitmore <christopher [email protected]>, Craig Murray <Craig [email protected] .ca .us>, Crystal Shanklin <Crystal [email protected]>, Cynthia Shaw <cynthia [email protected] .us>, Debra Vaca <[email protected]>, Dee Karnes <Dee [email protected]>, Denee Evans <[email protected]>, Devone Boggan <Devone [email protected]>, Diane Canepa <Diane [email protected]>, Donna Newton <Donna [email protected] .us>, Dorothy Mandujano <[email protected]>, Felicia Conley <[email protected]>, Felix Tan <[email protected]>, Gina Delatorre <gina [email protected] .us>, Giulia Colbacchini <[email protected]>, I Kuan Choi <[email protected]>, Irene Perdomo <Irene [email protected]>, Janet Johnson <[email protected]>, Janice Lee <Janice [email protected] .ca.us>, Janie Singleton <janie [email protected]>, Jessica Collins <Jessica [email protected] .ca .us>, Jim Matzorkis <Jim [email protected]>, Johann Frazier <Johann [email protected] .us>, Jonelyn Whales <Jonelyn [email protected]>, Kate Soiseth <Kate [email protected]>, Katy Curl <Katy [email protected]>, Lashonda White <Lashonda [email protected]>, Leticia Lopez <[email protected]>, Liliana Almonte <Liliana [email protected]>, Lina Velasco <Lina [email protected]>, Lisa Carter <lisa [email protected]>, Lori Reese-Brown <Lori [email protected] .us>, Lucy Zhou <lucy [email protected]>, Mari Lou Nunez <[email protected]>, Maria Blue <Maria [email protected]>, Maricella Mandujano <Maricella [email protected]>, Mary Phelps <Marv [email protected] .us>, Michael Williams <Michael [email protected]>, Michele Seville <[email protected]>, Michelle Boyd <Michelle [email protected]>, Michelle Milam <[email protected]>, MyNesha Guerrero <MyNesha [email protected] .ca.us>, Nicolas Traylor <nicolas [email protected] .ca.us>, Noni Thomas <Noni [email protected] .us>, Ofelia Alvarez <ofelia [email protected]>, Patrick McKenzie <Patrick [email protected]>, Patrick Seals <Patrick [email protected]>, Ranjana Maharaj <[email protected] .us>, Richard Mitchell 1 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
<Richard [email protected]>, Rochelle Monk <Rochelle [email protected]>, Ryan Smith <Ryan [email protected]>, Sabrina Lundy <Sabrina [email protected]>, Sal Vaca <[email protected]>, Shane Johnson <Shane [email protected]>, Shanita Harris <Shanita [email protected]>, Sharrone Taylor <sharrone [email protected]>, Shasa Curl <Shasa [email protected] .ca.us>, Sherry Drobner <Sherry [email protected]>, Saco Montore <soco [email protected]>, Steven Tam <Steven [email protected]>, Sue Hartman <Sue [email protected]>, Sue Kadlec <Sue [email protected]>, Tammi Edwards <[email protected]>, Tawfic Halaby <tawfic [email protected]>, Theresa Austin <Theresa [email protected]>, Tia Ingram <[email protected]>, Tim Higares <tim [email protected]>, Tiphanee Smith <Tiphanee [email protected]>, Tracey Angelo <Tracey [email protected] .us>, Tracie Thomas <[email protected]>, Trina Jackson <trina · [email protected]>, Valerie Lewis <Valerie [email protected]>, Vickie Medina <Vickie [email protected]>, Wynonna Perez <Wynonna [email protected]>, Vader Bermudez <Vader [email protected]>, Yvette Medina <[email protected]> Cc: Pamela Christian <pamela [email protected]>, Sabrina Lundy <Sabrina [email protected]>, Ursula Deloa <[email protected] .us> Subject: Approved Consent Calendar Items - Tuesday, March 20, 2018, City Council Meeting The following Consent Calendar items were approved by the City Council at its March 20, 2018, meeting:

HOUSING AUTHORITY CONSENT CALENDAR
On motion of Tenant Commissioner Smith, seconded by Vice Chair Willis, the items marked with an (*)were approved by the following vote: Ayes: Commissioners Beckles, Choi, Martinez, Myrick, Recinos, Vice Chair Willis, Mayor Butt, and Tenant Commissioner Smith. Noes: None. Absent: Tenant Commissioner Scott. Abstained: None.
*E-1. Received a status report of key activities and developments of the Richmond Housing Authority during January and February 2018, and projects anticipated in the next 30-60 days. *E-2. Approved the minutes of the special February 27 and regular March 6, 2018, Richmond Housing Authority meetings.

CITY COUNCIL CONSENT CALENDAR
On motion of Council member Martinez, seconded by Couhcilmember Willis, the items marked with an(*) were approved by the unanimous vote of the City Council:

G-1. Approved an Exclusive Right to Negotiate Agreement (ERN) with Richmond Grown for lease of the General Warehouse at the Port of Richmond. Ayes: Councilmembers Beckles, Choi, · Martinez, Myrick, Recinos, and Vice Mayor Willis. Noes: None. Absent: None. Abstained: Mayor Butt.

G-2. Continued to April 3, 2018, the matter to adopt a resolution accepting as complete the Oil Spill Cleanup project at the Point Potrero Marine Terminal contracted to Performance Abatement Services.
*G-3. Received the City's Investment and Cash Balance Report for the month of January 2018. *G-4. Received a report on the Richmond Municipal Sewer District for the month of January 2018.
2 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
*G-S. Approved a three-year contract with Infrastructure Engineering Corporation to provide flow monitoring data in the sanitary and storm sewer collection system, computer and web hosting software support, technical reports, maintenance of the inflatable dams at the overflow weirs, and field support for city staff in an amount not to exceed $360,330. *G-6. Approved a contract with Rising Sun Energy Center to employ and train local youth to install energy efficiency and water conservation measures for residences for a total amount not to exceed $1S,OOO for a term ending December 31, 2018.
*G-7. Approved the eighth amendment to the contract with Tyler Technologies for Software as a Service (Saas) for the MUNIS Enterprise Resource Planning (ERP) System, extending the contract term six months to June 30, 2021, and increasing the contract amount by $244,366.SO with a total contract amount not to exceed $7,423,64S.7S.
*G-8. Approved a five-year agreement with Superion, LLC for the continued licensed use, technical support and software updates for the TRAKIT permitting, business licensing, code enforcement, and Citizen Response Management (CRM) system for the period beginning April 1, 2018, through March 31, 2023, in an amount not to exceed $3S2,283.43. The agreement also includes implementation of an interactive voice response {IVR) phone module for scheduling permit inspections and an additional five user licenses for the Rent Control department, which is using TRAKiT for the administration of the Rent Program.
*G-9. Approved a lease agreement with the Richmond Promise, Inc., a community-wide college scholarship fund and college success initiative, for the use of approximately 6SO square feet of City-owned property at 440 Civic Center Plaza as office space for a term ending February 28, 2019, with options to extend the lease term for three additional one-year periods, at a lease rate of $66S per month beginning March 1, 2018.
*G-10. Received the monthly report on Point Molate activities for the month of February 2018. *G-11. Approved the Environmental and Community Investment Agreement {ECIA)-funded purchase of two (2) zero emission vehicles in an amount not to exceed $S3,000 to replace two recently decommissioned gas engine pool vehicles, and to further support the City's green fleet conversion. *G-12. Approved a sole-source, Environmental and Community Investment Agreement (ECIA)- funded contract with the Richmond Community Foundation to provide and manage a series of capacity building trainings for Richmond-serving non-profits in an amount not to exceed $60,000 for a three-year term commencing February 1, 2018, and ending January 31, 2021. *G-13. Approved the recommendation of the City Council to provide a compensation adjustment to the City Clerk. Effective March 2, 2018, the City Clerk's monthly salary will be increased to $10,088/month (a 10% increase).
*G-14. Adopted Ordinance No. 7-18 N.S. (second reading) to establish the wages, salary, and compensation for the new classification of Rent Program Services Analyst I (Salary Range No. 0430 $S,174 - $6,187 /month).
*G-lS. Adopted Ordinance No. 8-18 N.S. (second reading) to establish the wages, salary, and compensation for the new classification of Rent Program Services Analyst II {Salary Range No. OSSO $6,3S7 - $7,684/month).
3 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
*G-16. Approved a three-year contract, with two additional one-year extensions, with SCI Consulting Group to prepare the Hilltop Assessment District Annual Engineer's Report in an amount not to exceed $33,750, for a term from March 21, 2018, to March 22, 2021. *G-17. Approved a three-year contract, with two optional one-year extensions, with Willdan Financial Services to prepare the Marina Assessment District Annual Engineer's Reports necessary to levy assessments for the 2018-2021 fiscal years, in an amount not to exceed $23,250 and for a term from March 22, 2018, to March 23, 2021.

Approved the minutes of the February 20, 27, and March 6, 2018, regular Richmond City Council meetings.

Resolutions and Ordinances adopted at this meeting, and the official minutes will be posted on the City Clerk's webpage within 14 business days followin~ the City Council meeting.

The Purchasing Division will accept a printout of this email as proof of contract approval by the City Council. Please attach this email with your item(s) highlighted and include it with your contract routing sheet.

The next City Council meeting is scheduled on Tuesday, March 27, 2018.

Sabrina Lund_y
Assistant City Clerk I City of Richmond, City Hall, Suite 300 450 Civic Center Plaza I P.O. Box 4046 I Richmond, CA 94804 Direct Phone: (510) 231-3048 I Main Phone: (510) 620-6513 Fax: (510) 620-6542 I Website: www.ci.richmond.ca.us/clerk Need a U.S. passport? Call (510) 620-6786 to schedule an appointment! Please Note: This message is being sent on a public e-mail system and may be subject to disclosure pursuant to the California Public Records Act. The City Clerk's Department is prohibited from giving legal advice (per California Business and Professions Code 6125).
4 DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

REQUEST <a~J- EGAL OPINION . Rft'Bvir::

Print Document - Add !~~ Mtfn~Deliver to City Attorn dy~t ;E'ff (JF,nf\r Date: 02/16/2018 !''TY(J"F ~, 110NOFF1('f ' .,_ ,JYQF Rtr;. 10~ !:"11 ...c ._., • .tl_,rJ:v D · ~. n Department: Information Technology u111 1'l;• ci t~d-bYi : Steve Furtado ZOIS FffP~c&i : 0- 745 v Tl. II: -~ 3: I 0 I • q Subject: TRAKiT maintenance extension for five years. implementation of IVR module and 5 additional users licenses Resolution: D Ordinance: D Contract: 11'1 RFP/Q: D Opinion: D Review: D Please indicate the nature of your request and the purpose of the contract or document to be reviewed:

Contract needed to extend maintenance and support for TRAKiT software system which is.expiring 03/31/18. Planning and Building department also wishes to license and implement IVR system for scheduling inspections. Rent Control department is now using TRAKiT to administer the rent program and additional licenses are needed. Superion is the current owner of the TRAKiT software. The original owner CRW sold the system to Sungard. It was then acquired by Ran undse ublic Sector who are operating under Superion, LLC for the TRAKiT software. :;;::= Q , a .. - o~ - . $~~ "[f_ems must have completed the review process BEFORE placement on the Age ) ~~pg ~~line fur opinion? 03/21/2018 [{]Meeting Agenda (choose one): City[{] Agencf[JA~~i D ct£?23 - Date: 03/20/2018 )> cno
Li co ach...:.. Oie nts: - ~~ "-'
Cotitract eo N
~ ~

RESPONSE BY CITY ATTORNEY'S OFFICE
0APPROVED
V I o

SUBJECT
ri-\: \.'\

TO CHANGES
~u e.. .S
SHOWN
LnFC~
D
v-u
REPLY
\},;> \

ATTACHED
\ o \J.... . ~1 v·\
~
e. w cu V\ -t-v ~ex
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

City of Richmond
Sole Source Justification

THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can hel you make this a com etitive urchase, then this form will not be re uired.

Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:

Company Name: _s_u_p_e_rio_n_,_L_Lc ______ _ Contact Name: Tracy Bierman Address: 1000 Business. Center Dr.

City: Lake Mary State: _F_L _____ Zip Code: _3_2_74_6 ______ _ Phone Number~ 727-8088
Duration of Contract: 60 months
E-Mail [email protected]
~---------------
Estimated Cost: $ 352,283.43 Funding Source (Account String) Multiple (See Attached) Is the product/service IT rdated? Yes_X_No __ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_X_ No For Product: Does the manufacturer sell the item(s) through distributors? Yes__ No X Description of Product or Service:

Describe the full scope of work or service contemplated including installation if required,· items should include brand, model and part number if applicable; (if additional space is needecl, include them in a sepamte page) Maintenance and licensing for baseline component systems - TRAKiT, eTRAKiT, iTRAKiT, Mobile TRAK and Civic TRAK - for five years.
5 additional users licenses for Rent Control department Voice TRAK implementation and subscription services.

Sole Source Rationale: PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is impo1tant to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions.

Richmond has been using the TRAKiT software for 10 years and is very satisfied with the software and wish to continue its use. There is no alternative than to contract with Superion for the licensing and support as they are the sole owners of the software. (if additional space is needed, include them in a separate page) Page I 1 Sole Source Form - Rev. May 12, 2016
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Account Amount
01262417-400402 $288,387.51
11850065-400220 $ 18,429.89
15063619-400502 $ 45,466.03
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.

Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):
iJ The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).

D The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).

D
D
D
D
Note: Ifitem or service is available from more than one source, the item or service may be treated as proprietmy, but must be competitively solicited from multiple (two or more) sources.

A specific item is needed:

D To be compatible or interchangeable with existing hardware D As spare or replacement hardware D For the repair or modification of existing hardware Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.

Continuation of prior Work-Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence. (if additional space is needed, include them in a separate page) 21Page
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7

3-21-23, CC Mtg.
v' i \ .
• · I aclmowledge the City's requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted eff01t to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.

Depmtment: Information Technology
Requester Name and Title: Steve Furtado, Business Systems Manager Note: Requester must be able to defend tit is justification.

Date: Phone:

Depa11ment Director (Print) Sue Hartman (S~-.,,..- . "==""""'.----,.,_,_-- 4 -b Date: a· 2-- 2- £ - Z.. o-- / 8' Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:

APPROVED~~
NOT APP"
City Manager
(Under $10,000.00)
- - - - - - - -
DATE: ._3 1-s-!_f'K
COMMENTS:

City Clerk Attesting to Council Approval
(Over $10,000.00) (Copy of Minutes may be substituted)
Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final a~ roval by the City Manager and/or City Council. Sole Source must be a roved by Finance Director, PRIOR to Council A)! roval.

PROCEDURE
Sole Source purchase/sel"Vice are exceptions to the normal bidding process and requite a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.

If you are requesting a paiticular vendor, brand or product, you must make this fact clear on your Sole Source form.

Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.

Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City's requirements and withstand any possible audit. The City's requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized depattment representative(s). The cettification will remain on file for audit purposes.

The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.

1. Personal preference for product or vendor.

2. Cost, vendor performance, and local service (these are generally considered awai·d factors in competitive bidding).

3. Features which exceed the minimum department requirements. 3JP a g e
DocuSign Envelope ID: 91228F5F-302D-47C7-AADE-966BC45E609D DocuSign Envelope ID: 04A5C6E1-4D8B-4D11-9434-2A1A5B8443C7