Attachment 1 - Original Contract.pdf — Richmond City Council, January 20, 2026

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “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. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

Finance
Delmy Cuellar
[email protected]
(510) 620-6790
Debt and Lease Management Software, and Assist Implementation and Compliance for GASB 87 Lease Accounting Standards
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
300 W. Summit Avenue, Suite 110
Charlotte, NC 28203
Bill Fray
(407) 463-5117
[email protected]
WAIVED
March 16, 2022
March 15, 2023
40,500.00
✔
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)

Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

B y :

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

B y :

B y : T i t l e :

City Attorney
Date Signed:

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 3/18/2022
CEO
Secretary
4/7/2022
Mayor

For the Contract between the City of
Richmond and

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:

- Scope of work and quote attached.

Director of Finance
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Overview
DebtBook is 100% cloud based debt and lease management software. While our software is constantly evolving, key features include:

General Functionality (available with both Debt and Lease Management) ● Financial Reporting: Producing debt service and lease schedules to comply with GASB pronouncements is a pain. Automated reporting functionality saves you time during audit.
● View by Type, Purpose, and Fund: It may be one loan or one debt obligation, but you pay it back from multiple sources. Split and track loans easily by department or purpose or fund to change the view of your obligations.
● Single Source of Truth: Your staﬀ, advisors, lawyers, banks, accountants and consultants all require an accurate debt proﬁle to do their job well. Share access to your debt proﬁle and provide controlled access to the accurate information everyone needs. ● Collaboration and Organization: Ability to share real-time data among City departments and outside consultants through separate, role-based logins. ● Excel Compatible: Modernize your workﬂow without disrupting it. All data and analysis is easily exported into excel for use in your existing models. ● Security & Availability: Cybercriminals attack governments with ransomware, rendering local systems inoperable. Our cloud-based platform ensures your staﬀ has 24/7 access to information required to make timely and accurate debt payments. ● Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. ● Document Storage: Storage of all applicable transcripts, leases and legal documents.

Debt Management Functionality
● Automatic Proﬁle Updates: When you borrow money or pay something oﬀ, upload the documents for processing to refresh your debt proﬁle. Log back in and your proﬁle is updated and ready for your veriﬁcation.

Scope of Work
January 1, 2022
www.debtbook.com
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DebtBook Scope of Work
www.debtbook.com
● Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be ﬁlled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. ● Payment Reminders: Optional and customizable email payment reminders ensure that an invoice getting lost in the mail won’t result in a missed payment. Set preferences including desired recipient and timeframe, allowing staﬀ to have conﬁdence the invoiced amount accurately matches the agreed payment schedule.
● Schedule Creation: Generation of amortization schedules, payment schedules, and outstanding debt schedules with ability to export to Excel. ● Historic Payments: Tracking of historic debt service payments. ● Audit Ready Notes: Audit ready notes and reports providing breakdown of debt schedules by fund type for inclusion in the City’s annual CAFR – pdf or similar output.

Lease Management Functionality
● GASB 87 compliant: DebtBook will assist in gaining both initial and ongoing compliance with GASB 87. Automatically produce GASB compliant footnote disclosures through the application.
● Journal Entries: Automatically generate journal entries for each lease with the ability to view the entries on a monthly, quarter, and annual basis. Each journal entry can be seen at a portfolio-level, lease schedule-level, and asset-level. ● Key Event Reminders: Using DebtBook's "Milestones" feature each user is able to view critical dates such as purchase options, termination options, residual value payments, lease end times and more. Additionally, each individual will be able to set email reminders based on their individual preferences. Each user can setup alert notiﬁcations for lease renewals and deadlines to ensure start and end dates are not missed. ● View by Type and Purpose and Fund: View all of your leases by Type, Fund and Purpose. Track and split easily by department or purpose or fund to change the view of your obligations. DebtBook supports split allocations of a single asset across multiple departments, funds, purposes.
● Data Exports: Any lease schedule is able to be exported out of DebtBook's system into a reformatted Excel document.
● Ability to Calculate and Track (Lessee):
- Lease liability, individual and aggregate, at the present value of payments and purchase option, if necessary, expected to be made during the lease term(s) or useful life. - Amortization schedules, individual and in aggregate, of the discount on the lease liability and of the lease asset.
- Calculate the measure of lease assets, individual and in aggregate, including any ancillary charges.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DebtBook Scope of Work
www.debtbook.com
● Ability to Remeasure and Track (Lessee):
- Lease liability calculations and amortization schedules if lease modiﬁcations or discount rate changes are made during a reporting period, including renewal options. - Lease asset calculations and amortization schedules for lease terminations, lease modiﬁcations or discount rate changes made during a reporting period. - Adjust calculations as necessary for impairment of an asset. ● Ability to Calculate and Track (Lessor):
- Lease receivable, individual and in aggregate, at the present value of payments expected to be received during the lease term(s).
- Amortization schedules, individual and in aggregate, of the discount on the lease receivable and of the lease Deferred Inﬂow of Resources. - Calculate the measure of lease Deferred Inﬂow of Resources, individual and in aggregate.
- The total amount of inﬂows of resources recognized in the reporting period from leases.
- View the amount of inﬂows of resources recognized in the reporting period for variable and other payments not previously included in the measurement of the lease receivable.
- View the schedule of future payments that are included in the measurement of the lease receivable, showing principal and interest separately, for each of the ﬁve subsequent ﬁscal years and in ﬁve-year increments thereafter. ● Ability to Remeasure and Track (Lessor):
- Lease receivable calculations and amortization schedules for lease terminations, lease modiﬁcations or discount rate changes are made during a reporting period including renewal options.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Richmond, CA
Reference: 20220228-231404831
Quote created: February 28, 2022
Quote expires: April 29, 2022
Quote created by: Bill Fray
Regional Sales Director
[email protected]
+1 (407) 463-5117
Comments from Bill Fray
Quote for 3 years at current pricing tiers (and scope - Up to 150 combined debt and lease obligations). The City gets to take advantage of a yearly 10% discount per it's membership to CMTA.

Products & Services
Item & Description Quantity Unit Price Total
'22 Subscription Pricing: Tier 3
This represents the annual subscription charge
your organization pays for access to the
DebtBook platform. There are no additional
charges - this covers onboarding, unlimited
users, external sharing, support and training.
1 $15,000.00 / year $13,500.00 / year
after $1,500.00 discount
for 3 years
'22 Implementation Charge: Tier 3
This covers the cost of our full-service
implementation process for your organization.
1 $0.00 $0.00
Subtotals
Annual subtotal $13,500.00
after $1,500.00 discount
Richmond, CA
450 Civic Center Plaza
Richmond, CA 94804
US
Delmy Cuellar
Accounting Manager
[email protected]
510-620-6970
Belinda Brown
Finance Director/Treasurer
[email protected]
s
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Total $13,500.00
Questions? Contact me
Bill Fray
Regional Sales Director
[email protected]
+1 (407) 463-5117
DebtBook
300 West Summit Ave, Suite 110
Charlotte, NC 28203
United States
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:

PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.

5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

Delmy Cuellar
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
Finance
Delmy Cuellar
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

City of Richmond

Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

FIFTH ASSET, INC., D/B/A/ DEBTBOOK
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
Delmy Cuellar
450 Civic Center Plaza
Bill Fray
300 W. Summit Avenue, Suite 110
Charlotte, NC 28203
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 2 of 13

import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 3 of 13

Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records
. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 4 of 13

Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 5 of 13

any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 6 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.

(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 7 of 13

indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 8 of 13

responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 9 of 13

under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 10 of 13

City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 11 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 12 of 13

toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 General Conditions/EJ/TE 01-19-11 13 of 13

City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

1. The City of Richmond has the option to extend this contract for an additional two-year term not to exceed three years.

2. Section 5 of the Payment Provisions is hereby deleted in its entirety and replaced with the following: "Software-as-a-service providers bill annually in advance and payment is due annually in advance. The City shall not pay late fees or interest."

3. Section 10 of the General Conditions: "Notwithstanding the foregoing, City acknowledges that Contractor is not providing audit or accounting services or advice to the City." is herby added to Section 10 of the General Conditions.

4. Section 4 of the General Conditions is hereby deleted in its entirety and replaced with Debtbook's standard IP related language in Exhibit E. See attached.

FIFTH ASSET, INC., D/B/A/ DEBTBOOK
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Exhibit E
These Terms and Conditions (these “Terms & Conditions”) will govern the City’s access and use of the Services (as defined below) in accordance with the terms of the Contract by and between the City and the Contractor (the “Contract”).

By executing the Contract and using any of the Services, the City agrees to be bound by these Terms.

1. Definitions.
“Aggregated Statistics” means data and information related to City ’s use of the Services that is used by Contractor in an aggregate and anonym ized manner, including statistical and performance information related to the Services.
“Application Services ” means Contractor ’s debt and lease management software -as-a-service application.
“Appropriate Security Measures” means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect City Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by Contractor . “Authorized User ” means any of City ’s employees, consultants, contractors, or agents who are authorized by City to access and use any of the Services. “City Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of City or an Authorized User through the Services. “Contractor” means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns.
“Contractor IP” means (1) the Services, Documentation, and Feedback, includ ing all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by Contractor arising from or related to the Services, Documentation, or Feedback ; and (2) any intellectual property provided to City or any Authorized User in connection with the foregoing other than City Data. “Documentation” means Contractor ’s end user documentation and content, regardless of media, relating to the Services made available fr om time to time on Contractor ’s website at https://support.debtbook.com.
“Feedback” means any comments, questions, suggestions, or similar feedback transmitted in any manner to Contractor, including suggestions for new features, functionality, or changes to the Contractor IP. “Implementation Services ” means onboarding and implementation services, including entry of relevant data, as necessary to make the Application Services available to the City during the Initial Term. “Incorporated Documents ” means, collectively, the Privacy Policy, the Documentation, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are available at https://www.debtbook.com/legal. “Privacy Policy” means, collectively, Contractor’s privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to Contrac tor’s website and as updated from time to time in accordance with their terms. “Services” means, collectively, the Application Services, the Implementation Services, and the Support Services.
“SLA” means the Service Level Addendum generally applicable to all users of the Application Services, as posted to Contractor’s website and as updated from time to time in accordance with its terms. “Support Services ” means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 “Term” means the term of the Contract.
“Usage Policy ” means, collectively, Contractor ’s acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to Contractor’s website and as updated from time to time in accordance with its terms.

Each capitalized term used but not otherwise defined in these Terms & Conditions has the meaning given to such term in the Contract.

2. Access and Use.
(a) Provision of Access . Subject to the terms and conditions of the Contract , Contractor grants City and City’s Authorized Users a non -exclusive, non-transferable (except as permitted by these Terms) right to access and use the Application Services during the Term, solely for City’s internal use and for the Authorized Users’ use in accordance with the Contract. Contractor will provide to City the necessary passwords and network links or connections to allow City to access the Application Services. (b) Documentation License . Subject to the terms and conditions of the Contract , Contractor grants to City and City’s Authorized Users a non -exclusive, non -sublicensable, non -transferable (except as permitted by these Terms) license to use the Documentation during the Term solely for City’s and its Authorized User’s internal business purposes in connection with its use of the Services. (c) City Responsibilities. City is responsible and liable for its Authorized Users’ access and use of the Services and Documentation, regardless of wheth er such use is permitted by the Contract . City must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents.
(d) Use Restrictions. City may not at any time, direc tly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Contract ; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Servi ces, in whole or in part. City will not knowingly transmit any personally identifiable information to Contractor or any other third-party through the Services. (e) Aggregated Statistics . Notwithstanding anything to the contrary in the Contract , Contractor may monitor City’s use of the Services and collect and compile Aggregated Statistics. As between Contractor and City, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Contractor . Contractor may compile Aggregated Statistics based on City Data input into the Services. Contractor may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, Contractor’s use of any Aggregated Statistics does not identify the City or disclose City ’s Confidential Information.

3. Intellectual Property.
(a) Contractor IP. As between City and Contractor, Contractor owns all right, title, and interest, including all intellectual property rights, in and to the Contractor IP. (b) City Data. As between City and Contractor, City owns all right, title, and interest, including all intellectual property rights, in and to the Ci ty Data. City hereby grants to Contractor the right to use the City Data and perform all acts with respect to the City Data as may be necessary or appropriate for Contractor to provide the Services to City.
(c) Effect of Termination. Without limiting either party’s obligations under the Contract, on written request by City made within 30 days after the effective date of termination of the Contract , Contractor, at no further charge to City , will (1) provide City with temporary access to the Application Services to permit City to retrieve its City Data in a commercially transferrable format and (2) use commercially reasonable efforts to assist City, at City’s request, with such retrieval.

4. Limited Warranties.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 (a) Functionality & Service Levels . During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, Contractor does not make any representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth in the SLA are City ’s sole remedies and Contractor ’s sole liability under the limited warranty set forth in this paragraph.
(b) Security. Contractor has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect City Data. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION AND IN THE CONTRACT, DEBTBOOK IP IS PROVIDED “AS IS.”
(d) Contractor exercises no control over the flow of information to or from the Application Service, Contractor’s network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although Contractor will use commercially reasonable efforts to take all actions Contractor deems appropriate to remedy and avoid such events, Contractor cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING

FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE CONTRACT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

FIFTH ASSET, INC., D/B/A/ DEBTBOOK
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

Revised: June 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 Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. 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.

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

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

Revised: June 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST R EQUIRED 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.

Claims-Made Policies
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Revised: June 2011
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: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

CITY OF RICHMOND
Standard Contract Approval and Execution Routing Slip

Step 1: Staff Preparation Contractor Name:__________________________ Contract# _______BL#_______Exp. Date:_______ Description of Services ___________________________________________Vendor #___________ Department:_______________________ Project Manager:_________________ Phone:___________ Initial Contract Amount:$_________________________ Term of Contract: ____________________ Total Contract: $ ________________________________
Initial Contract: Amendm ent: 1 2 3 4 Amendment $__________ Check One Attach

1. Check Emergency Justification (Please Attach) One Sole Source Approval Signed (Please Attach) Evidence of Competitive Bidding (Please Attach)

2. Prepare Scope of Work

3. Add Insurance Provisions

4. Obtain Tentative Contractor Approval (Scope of Work, General Conditions, Insurance Provisions)

5. Prepare Contract

6. Secure Legal Opinion

7. Purchasing Division Approval in Munis
City Clerk ensures that contract received City Council approval that took place at the ______________________Council meeting. ____________________City Clerk Signature Delivered Date Return Date
City Attorney ________________ ________________

Mayor ________________ ________________

City Clerk ________________ ________________ City Clerk will return two original documents to Project Manager for the contractor and department and place a copy on the Intranet

Step 2: Council Approval Process (Contracts above $10,000) Step 4: Submit Contractor Signed Documents to City Clerk

Step 3: After City Council Approval, Project Manager Executes Contract by

8. Check
Applicable
boxes
Council Approval
(over $10,000) (Council Meeting Date) _______________

Finance Committee Approval
(over $100,000) (Committee Meeting Date) _______________

This contract is grant funded by ________________________

Obtaining contractor signature on 3 original contracts and attaching Insurance Certificate and additional Insurance Endorsement

Using Agenda Plus System to Place Items on the City Council Agenda for Action

Fifth Asset, Inc. DBA DebtBook
5988
B/L Waived
Debt and Lease Management Software
15336
Finance
Delmy Cuellar
510-620-6790
3/16/2022 - 3/15/2023
40,500
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3/15/2022
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DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 From: Sabrina Lundy
To: Sabrina Lundy
Cc: Jasuara Castaneda; Pamela Christian; Ursula Deloa
Subject: APPROVED CONSENT CALENDAR ITEMS - March 15, 2022, City Council Meeting Date: Wednesday, March 16, 2022 10:30:24 AM
The following Consent Calendar items were approved by the City Council at its March 15, 2022, meeting:

HOUSING AUTHORITY CONSENT CALENDAR
M.1 Continued use of teleconference technology for meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 ADOPT a resolution requiring the continued use of teleconferencing for the meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

M.2 Contract with Automatic Door Systems, Inc.

ADOPT a resolution approving a contract with Automatic Door Systems, Inc. to complete the Nevin Plaza front door repair project, for an amount not to exceed $24,591 including a ten (10) percent contingency ($2,229) – Richmond Housing Authority (Nannette Beacham 510-621-1300).

M.3 Emergency Contract with JT Plumbing
ADOPT a resolution approving an emergency contract with JT Plumbing to complete plumbing repairs at Nevin Plaza for an amount not to exceed $11,485 – Richmond Housing Authority (Nannette Beacham 510-621-1300).

M.4 Contract Amendment with CD & Power DBA Got Power ADOPT a resolution approving an emergency contract amendment with CD & Power DBA Got Power to continue to provide load testing, and emergency or urgent repairs to generators at Nevin Plaza in the amount of $8,457.66, for a not to exceed total contract amount of $11,457.66, and extending the term to June 30, 2022 – Richmond Housing Authority (Nannette Beacham 510- 621-1300).

M.5 Housing Authority Minutes
APPROVE the minutes of the January 25, 2022, special Richmond Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).

CITY COUNCIL CONSENT CALENDAR
W.1 City Clerk's Office
W.1.a Continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill (Ab) 361
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

W.1.b City Council Minutes
APPROVE the minutes of the January 25 and February 1, 2022, regular City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

W.2 Community Development
W.2.a Contract with Action Data Systems, LLC
APPROVE a contract with Action Data Systems, LLC to design and develop a mobile and web application for a geolocated, historical walking tour of certain historical sites within the City of Richmond, for an amount not to exceed $15,000, from March 15, 2022, to December 31, 2025 – Community Development Department (Lina Velasco 510-620- DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 6706).

W.2.b Housing Element Annual Progress Report 2021
ADOPT a resolution accepting the 2021 Annual Progress Report for the City’s Housing Element (2015-2023) – Community Development Department (Lina Velasco 510-620- 6706).

W.3 Finance Department
W.3.a Contract with Debtbook for Debt and Lease Management Software APPROVE the purchase of DebtBook software using the National Cooperative Purchasing Alliance (NCPA) contract, to aid the City in meeting Governmental Accounting Standard GASB 87 – Accounting for Leases, in an amount not to exceed $13,500, for a term of one year beginning March 16, 2022, through March 15, 2023, with a possible two year extension, for a total contract amount not to exceed $40,500 – Finance Department (Belinda Brown 510-620-6740/Delmy Cuellar 510-620-6790).

W.4 Fire Department
W.4.a Resolution and Interagency Agreement to Support Hazardous Materials Program NOT APPROVED -- Continued to the April 5, 2022, City Council meeting by staff.

W.5 Human Resources
W.5.a Contract with Matrix Consulting Group for Emergency Services Data Analysis and Report APPROVE a contract with Matrix Consulting Group in an amount not to exceed $124,000 to conduct an emergency services data analysis – Human Resources Department (Anil Comelo 510-620-6609).

W.5.b Resolution Amending the Salary Schedule for Neighborhood Change Agent, Resident Housing Manager, Senior Resident Housing Manager
ADOPT a resolution amending the salary schedule for Neighborhood Change Agent, Resident Housing Manager, Senior Resident Housing Manager Classifications – Human Resources Department (Anil Comelo/ Sharrone Taylor 510-620-6600).

W.6 Library and Community Services
W.6.a Graphic Art Services and Promotional Products for Richmondworks and the RichmondBUILD Academy.

APPROVE an amendment to the contract with Alliance Graphics, Inc. to provide additional graphic art services and promotional products for RichmondWORKS and the RichmondBUILD Academy. The contract term will be extended through June 30, 2023, and the contract amount will be increased by $11,000, for a total contract amount not to exceed $51,000 – Library and Community Services Department (Tamara Walker/Fred Lucero 510-621-1562)
W.7 Mayor's Office
W.7.a Appointment(s) to the Zhousan Sister City Commission APPROVE appointment(s) to the Richmond-Zhoushan Sister City Commission; APPOINT Ed Medina, new appointment, seat #7, term expiration date December 31, 2024; Jason Tran, new appointment, seat #9, term expiration date December 31, 2024 – Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.7.b Appointment(s) to the Personnel Board
APPROVE appointment(s) to the Personnel Board; APPOINT Larry Wirsig, new appointment, seat #3, Council appointed, term expiration December 31, 2027; APPOINT Vernetta Buckner, new appointment, seat #5, Council appointed, term expiration December 31, 2027 - Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.7.c Appointment(s) to the Community Police Review Commission APPROVE appointment(s) to the Community Police Review Commission; APPOINT Steven DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Lacy, re-appointment, seat #7, term expiration date November 1, 2024 - Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.7.d Appointment(s) to Update the Design Review Board APPROVE an appointment to the Design Review Board; APPOINT Marcus Christeson, new appointment, seat #6, term expiration date of March 17, 2024 - Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.7.e Appointment(s) to the Library Commission
APPROVE appointment(s) to update the Library Commission; APPOINT Thomas Kaun new appointment, seat #3, term expiration date July 1, 2025 - Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.7.f Appointment(s) to the Urban Forest Advisory Committee APPROVE appointment(s) to the Urban Forest Advisory Committee; APPOINT Robert Stanley, new appointment, seat #4, term expiration date November 17, 2024; Stewart Winchester, new appointment, seat #8, term expiration date November 17, 2024 - Office of the Mayor (Mayor Tom Butt 510-620-6503)
W.8 Public Works
W.8.a Appropriate Revenues and Expenditures Related to Plan Review and Inspection Services for Development Project
ADOPT a resolution for authorization to appropriate $175,000 in revenues and $175,000 in expenditures related to plan review and inspection services for development projects into the Public Works Department Fiscal Year 2021-2022 budget – Public Works Department (Joe Leach 510-620-5478).

W.8.b Contract Amendment for NCE Engineering On-call Professional Services APPROVE a resolution amending NCE (Richmond Engineering Consultant Company) on- call professional services contract to increase their contract funding capacity by $2,060,000, to an amount not to exceed $3,860,000 - Public Works Department (Joe Leach 510-620-5478).

W.8.c Harbour-8 Park Expansion – Land Donation for Subject ADOPT a resolution authorizing the city manager or their designee to execute all required documents to facilitate the acceptance of the 6,800-sf land donation by POGO Park - Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620- 6920).

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

The Purchasing Division will accept a printout of this email as proof of contract approval by the City Council. Please include a copy of this email with contracts delivered to the City Clerk’s Office for signature routing.

Sabrina Lundy
Richmond City Clerk’s Office
(510) 231-3048

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).

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

REQUEST FOR LEGAL OPINION
Print Document - Add Attachments – Deliver to City Attorney’s Office Date:

Department: Initiated by: Phone:

Subject:

Resolution: Ordinance: Contract: RFP/Q: Opinion: Review:

Please indicate the nature of your request and the purpose of the contract or document to be reviewed:

(Items must have completed the review process BEFORE placement on the Agenda)

Deadline for opinion? Meeting Agenda (choose one): City Agency Authority Date:

List Attachments:

RESPONSE BY CITY ATTORNEY’S OFFICE

APPROVED SUBJECT TO CHANGES SHOWN REPLY ATTACHED OTHER

1st Review Date: 2 nd Review Date:
3rd Review Date:

APPROVED AS TO FORM Attorney’s Signature: Date:

rev. 3-07
James Atencio by CS
03/03/2022
Finance
Jerry Gurule
(510)620-6591
Contract with DebtBook for Debt and Lease Management Software ✔
Review the proposed Contact for Debt and Lease Management Software with DebtBook. This Contract is being awarded by "piggy-back" method. The City of Richmond is "piggy-backing" from the National Cooperative Purchasing Alliance formal bid process and award.
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03/04/2022
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03/15/2022
1- Agenda Report
2- Proposed Contract
3- Request for Proposal
4- DebtBook Award Letter
03/04/2022
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DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Request for Proposal (RFP) for Debt and Lease Management Software and Consulting Services Solicitation Number: 21-21 Publication Date: Tuesday, June 8th, 2021 Notice to Respondent: Submittal Deadline: Thursday, July 22nd, 2021 2:00 pm CST Questions regarding this solicitation must be submitted to [email protected] no later than Thursday, July 15th, 2021. All questions and answers will be posted to http://www.ncpa.us/solicitations. It is the intention of Region 14 Education Service Center (herein “Region 14 ESC”) to establish a Master Agreement for Debt and Lease Management Software and Consulting Services for use by Region 14 ESC and other public agencies supported under this contract. This Request for Proposal is issued on behalf of the National Cooperative Purchasing Alliance through a public agency clause, which provides that any county, city, special district, local government, school district, private K-12 school, higher education institution, state, other government agency, healthcare organization or nonprofit organization may purchase Products and Services through this contract. Respondents will be required to execute the NCPA Administration Agreement upon award. This contract will allow agencies to purchase on an “as needed” basis from a competitively awarded contract. Respondents are requested to submit their total line of available products and services. While this solicitation specifically covers Debt and Lease Management Software and Consulting Services, respondents are encouraged to submit an offering on any or and all products and services available that they currently perform in their normal course of business. Responses shall be received electronically no later than the submittal deadline via our online Bonfire portal at ncpa.bonfirehub.com Immediately following the deadline, all responses will be publicly opened and the respondents recorded. Any response received later than the specified deadline will be disqualified. Responses will remain sealed by our online Bonfire portal until the bid opening time specified. Responses received outside our online Bonfire portal will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise. Proposal may be rejected for failure to comply with the requirements set forth in this invitation.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Competitive Solicitation by Region 14 Education Service Center For Debt and Lease Management Software and Consulting Services On behalf of itself and other Government Agencies And made available through the National Cooperative Purchasing Alliance RFP # 21-21

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Introduction / Scope ¨ Region 14 ESC on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and non-profit organizations (herein “Public Agency” or collectively “Public Agencies”) is soliciting proposals from qualified vendors to enter into a Master Agreement for a complete line of Debt and Lease Management Software and Consulting Services. ¨ Region 14 ESC, as the lead public agency, has partnered with NCPA to make the resultant contract available to all participating agencies in the United States. NCPA provides marketing and administrative support for the awarded vendor that promotes the successful vendor’s products and services to Public Agencies nationwide. The Vendor will execute the NCPA Administration Agreement (Tab 2) upon award. Vendor should thoroughly review all documents and note any exceptions to NCPA terms and conditions in their proposal. ¨ Awarded vendor(s) shall perform covered services under the terms of this agreement. Respondents shall provide pricing based on a discount from their standard pricing schedules for products and/or services offered. Electronic Catalog and/or price lists must accompany the proposal. Multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included. ¨ Each service proposed is to be priced separately with all ineligible items identified. Services may be awarded to multiple vendors. Respondents may elect to limit their proposals to a single service within any category, or multiple services within any and all categories. ¨ National Cooperative Purchasing Alliance (NCPA) Ø The National Cooperative Purchasing Alliance (herein “NCPA”) assists public agencies to increase their efficiency and reduce their costs when procuring goods and services. This is accomplished by awarding competitively solicited contracts that are leveraged nationally by combining the volumes and purchasing power of entities nationwide. Our contracts are available for use by any entity that must comply with procurement laws and regulations. ¨ It is the intention of Region 14 ESC and NCPA to achieve the following objectives through this RFP. Ø Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Public Agencies; Ø Achieve cost savings of Vendors and Public Agencies through a single competitive solicitation process that eliminates the need for multiple proposals; Ø Combine the purchasing power of Public Agencies to achieve cost effective pricing; Ø Reduce the administrative and overhead costs of Vendors and Public Agencies through state of the art purchasing procedures.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Instructions to Respondents ¨ Submission of Response Ø Only responses received via our online Bonfire portal will be accepted. Faxed or mailed responses will not be accepted. Ø Responses may be submitted on any or all items, unless stated otherwise. Region 14 ESC reserves the right to reject or accept any response. Ø Deviations to the terms, conditions and/or specifications shall be conspicuously noted in writing by the respondent and shall be included with the response. Ø Withdrawal of response will not be allowed for a period of 120 days following the opening. Pricing will remain firm for 120 days from submittal. ¨ Required Proposal Format Ø Responses shall be provided electronically via our online Bonfire portal. Tabs should be used to separate the proposal into sections, as identified below. Respondents failing to organize in the manner listed may be considered non-responsive and may not be evaluated. It’s recommended that all tabs, with the exception of Tab 7 (Pricing), be submitted in Portable Document Format (PDF). Please note pricing can be submitted separately in a alternate format (e.g. xlsx, xls, csv). ¨ Tabs Ø Tab 1 – Master Agreement / Signature Form Ø Tab 2 – NCPA Administration Agreement Ø Tab 3 – Vendor Questionnaire Ø Tab 4 – Vendor Profile Ø Tab 5 – Products and Services / Scope Ø Tab 6 - References Ø Tab 7 - Pricing Ø Tab 8 – Value Added Products and Services Ø Tab 9 – Required Documents DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Tab 1 – Master Agreement General Terms and Conditions ¨ Customer Support Ø The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. ¨ Disclosures Ø Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. Ø The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. ¨ Renewal of Contract Ø Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ¨ Funding Out Clause Ø Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: Ø Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ¨ Shipments (if applicable) Ø The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ¨ Tax Exempt Status Ø Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

¨ Payments Ø The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. ¨ Adding authorized distributors/dealers Ø Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Ø Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. Ø Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. Ø All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. ¨ Pricing Ø All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA. Ø All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing ¨ Warranty Ø Proposals should address each of the following: § Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. § Availability of replacement parts § Life expectancy of equipment under normal use § Detailed information as to proposed return policy on all equipment ¨ Indemnity Ø The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. ¨ Franchise Tax Ø The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

¨ Supplemental Agreements Ø The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ¨ Certificates of Insurance Ø Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ¨ Legal Obligations Ø It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ¨ Protest Ø A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: § Name, address and telephone number of protester § Original signature of protester or its representative § Identification of the solicitation by RFP number § Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Ø Any protest review and action shall be considered final with no further formalities being considered. ¨ Force Majeure Ø If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Ø The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty ¨ Prevailing Wage Ø It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. ¨ Miscellaneous Ø Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. ¨ Open Records Policy Ø Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Ø The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. ¨ Contract Administration Ø The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. ¨ Contract Term Ø The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. Ø It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ¨ Contract Waiver Ø Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ¨ Products and Services additions Ø Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP. ¨ Competitive Range Ø It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ¨ Deviations and Exceptions Ø Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible. ¨ Estimated Quantities Ø The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $20 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

¨ Evaluation Ø Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. ¨ Formation of Contract Ø A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. ¨ NCPA Administrative Agreement Ø The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. ¨ Clarifications / Discussions Ø Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices. ¨ Multiple Awards Ø Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. ¨ Past Performance Ø Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

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Evaluation Criteria ¨ Pricing (40 points) Ø Electronic Price Lists § Products, Services, Warranties, etc. price list § Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ¨ Ability to Provide and Perform the Required Services for the Contract (25 points) Ø Product Delivery within participating entities specified parameters Ø Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. Ø Vendor’s ability to perform towards above requirements and desired specifications. Ø Past Cooperative Program Performance Ø Quantity of line items available that are commonly purchased by the entity. Ø Quality of line items available compared to normal participating entity standards. Ø Provide both On-premise solutions as well as Cloud based solutions. ¨ References (15 points) Ø A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years ¨ Technology for Supporting the Program (10 points) Ø Electronic on-line catalog, order entry use by and suitability for the entity’s needs Ø Quality of vendor’s on-line resources for NCPA members. Ø Specifications and features offered by respondent’s products and/or services ¨ Value Added Services Description, Products and/or Services (10 points) Ø Marketing and Training Ø Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø Customer Service DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Address City/State/Zip Telephone No. Fax No. Email address Printed name Position with company Authorized signature DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Tab 2 – NCPA Administration Agreement This Administration Agreement is made as of __________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and ____________________________________ (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Debt and Lease Management Software and Consulting Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: ¨ General Terms and Conditions Ø The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Ø NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. Ø Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. Ø NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. Ø With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. Ø The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ¨ Term of Agreement Ø This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. ¨ Fees and Reporting Ø The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ________________ Ø Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% Ø Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit. ¨ General Provisions Ø This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Ø Awarded vendor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor must have prior approval from NCPA. Ø If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. Ø Neither this Agreement nor any rights or obligations hereunder shall be assignable by Vendor without prior written consent of NCPA, provided, however, that the Vendor may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Ø This Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder Ø All written communications given hereunder shall be delivered to the addresses as set forth below. National Cooperative Purchasing Alliance: Name: ________________________________________ Title: ________________________________________ Address: ________________________________________ ________________________________________ Signature: ________________________________________ Date: ________________________________________ Vendor: ________________________________________ Name: ________________________________________ Title: ________________________________________ Address: ________________________________________ ________________________________________ Signature: ________________________________________ Date: ________________________________________ DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Tab 3 – Vendor Questionnaire Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. ¨ States Covered Ø Bidder must indicate any and all states where products and services can be offered. Ø Please indicate the price co-efficient for each state if it varies. 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Maryland South Carolina Alaska Massachusetts South Dakota Arizona Michigan Tennessee Arkansas Minnesota Texas California Mississippi Utah Colorado Missouri Vermont Connecticut Montana Virginia Delaware District of Columbia Nebraska Nevada Washington West Virginia Florida New Hampshire Wisconsin Georgia New Jersey Wyoming Hawaii New Mexico Idaho New York Illinois North Carolina Indiana North Dakota Iowa Ohio Kansas Oklahoma Kentucky Oregon Louisiana Pennsylvania Maine Rhode Island

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All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ¨ Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. § Minority / Women Business Enterprise • Respondent Certifies that this firm is a M/WBE § Historically Underutilized Business • Respondent Certifies that this firm is a HUB ¨ Residency Ø Responding Company’s principal place of business is in the city of _______________________, State of __________ ¨ Felony Conviction Notice Ø Please Check Applicable Box; A publically held corporation; therefore, this reporting requirement is not applicable. Is not owned or operated by anyone who has been convicted of a felony. Is owned or operated by the following individual(s) who has/have been convicted of a felony Ø If the 3rd box is checked, a detailed explanation of the names and convictions must be attached. ¨ Distribution Channel Ø Which best describes your company’s position in the distribution channel: Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________ ¨ Processing Information Ø Provide company contact information for the following: § Sales Reports / Accounts Payable Contact Person: _____________________________________________________________________ Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ Phone: _________________________________ Email: ____________________________________ American Somoa Northern Marina Islands Federated States of Micronesia Puerto Rico Guam U.S. Virgin Islands Midway Islands DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

§ Purchase Orders Contact Person: _____________________________________________________________________ Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ Phone: _________________________________ Email: ____________________________________ § Sales and Marketing Contact Person: _____________________________________________________________________ Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ Phone: _________________________________ Email: ____________________________________ ¨ Pricing Information Ø In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. § If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. Yes No Ø Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. Yes No Ø Vendor will provide additional discounts for purchase of a guaranteed quantity. Yes No ¨ Cooperatives Ø List any other cooperative or state contracts currently held or in the process of securing. Cooperative/State Agency Discount Offered Expires Annual Sales Volume DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Tab 4 – Vendor Profile Please provide the following information about your company: ¨ Company’s official registered name. ¨ Brief history of your company, including the year it was established. ¨ Company’s Dun & Bradstreet (D&B) number. ¨ Company’s organizational chart of those individuals that would be involved in the contract. ¨ Corporate office location. Ø List the number of sales and services offices for states being bid in solicitation. Ø List the names of key contacts at each with title, address, phone and e-mail address. ¨ Define your standard terms of payment. ¨ Who is your competition in the marketplace? ¨ Provide Annual Sales for last 3 years broken out into the following categories: Ø Cities / Counties Ø K-12 Ø Higher Education Ø Other government agencies or nonprofit organizations ¨ What differentiates your company from competitors? ¨ Describe how your company will market this contract if awarded. ¨ Describe how you intend to introduce NCPA to your company. ¨ Describe your firm’s capabilities and functionality of your on-line catalog / ordering website. ¨ Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) ¨ Green Initiatives Ø As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. ¨ Vendor Certifications (if applicable) Ø Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

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Tab 5 – Products and Services ¨ Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. ¨ Region 14 ESC on behalf of the National Cooperative Purchasing Alliance is soliciting a contract that can provide agencies with a comprehensive program to manage all of their debt and lease obligations including providing programs to assure compliance with Governmental Accounting Standards Board (GASB) 87. ¨ Respondents should be able to provide services for all leases and other debt products in order to assist agencies in minimizing their costs associated with the debt products and assure their compliance with all federal state and local laws. Management of these debts and leases must include a clearly defined program to assure compliance with all applicable laws and standards.

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Tab 6 – References ¨ Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, county, or non-profit entities. ¨ All references should include the following information from the entity: Ø Entity Name Ø Contact Name and Title Ø City and State Ø Phone Ø Years Serviced Ø Description of Services Ø Annual Volume DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Tab 7 – Pricing ¨ Please submit price list electronically via our online Bonfire portal (pricing can be submitted as Discount off MSRP, cost plus, etc). Products, services, warranties, etc. should be included in price list. Prices submitted will be used to establish the extent of a respondent’s products and services (Tab 5) that are available and also establish pricing per item. ¨ Please provide a clear and complete description of your firm’s debt and lease management software and consulting services. ¨ Explain you firms approach to Governmental Accounting Standards Board (GASB) 87 compliance and your firms approach to other existing regulations. ¨ Please provide a description of training services offered as part of your management and compliance programs. ¨ Not To Exceed Pricing Ø NCPA requests pricing be submitted as “not to exceed pricing” for any participating entity. Ø The awarded vendor can adjust submitted pricing lower but cannot exceed original pricing submitted for solicitation. Ø NCPA requests that vendor honor lower pricing for similar size and scope purchases to other members.

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Tab 8 – Value Added Products and Services ¨ Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

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Tab 9 – Required Documents ¨ Clean Air and Water Act / Debarment Notice ¨ Contractors Requirements ¨ Antitrust Certification Statements ¨ Required Clauses for Federal Funds Certifications ¨ Required Clauses for Federal Assistance by FTA ¨ State Notice Addendum DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Clean Air and Water Act & Debarment Notice I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations Potential Vendor Print Name Address City, Sate, Zip Authorized signature Date DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Contractor Requirements Contractor Certification Contractor’s Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed Fingerprint & Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Authorized signature Date DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Antitrust Certification Statements (Tex. Government Code § 2155.005) I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company name Address City/State/Zip Telephone No. Fax No. Email address Printed name Position with company Authorized signature DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Required Clauses for Federal Funds Certifications Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Required Clauses for Federal Assistance provided by FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11). CIVIL RIGHTS / TITLE VI REQUIREMENTS 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)).

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

State Notice Addendum The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/State_and_Territories.shtml https://www.usa.gov/local-governments DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 Richmond, CA
Reference: 20220228-231404831
Quote created: February 28, 2022
Quote expires: April 29, 2022
Quote created by: Bill Fray
Regional Sales Director
[email protected]
+1 (407) 463-5117
Comments from Bill Fray
Quote for 3 years at current pricing tiers (and scope - Up to 150 combined debt and lease obligations). The City gets to take advantage of a yearly 10% discount per it's membership to CMTA.

INSURER(S) AFFORDING COVERAGE
INSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)(Ea accident)$
$
N / A

SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT

AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER

LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY

EMBROKER
03/21/2022
Embroker Insurance Services LLC
24 Shotwell Street
San Francisco, CA, 94103
8444362765
[email protected]
Fifth Asset, Inc.
300 W Summit Ave
STE 110
Charlotte, NC, 28203
Continental Casualty Company 20443
Hartford Accident and Indemnity Company 22357
CLEAR BLUE INS CO 28860
VALLEY FORGE INS CO 20508
A 7015209125 11/01/2021 11/01/2022
x x
x 10,000

2,000,000
2,000,000
B 57WECAP0THP 12/13/2021 11/01/2022N
x 1,000,000
1,000,000
1,000,000
x
D 7012519506 11/01/2021 11/01/2022
x
x

1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
D 7012519506 11/01/2021 11/01/2022
x
x

1,000,000
DebtBook
300 W Summit Ave
Charlotte, NC, 28203
C CR01-100199-211 12/20/2021 12/20/2022 Aggregate 1,000,000 Commercial Crime C AX01-1037-03 02/01/2022 02/01/2023 Aggregate 5,000,000 Technology Errors And Omissions Cyber CLEAR BLUE INS CO, NAIC# 28860
Indemnifiable Directors and Officers Liability - AX01-1037-03, 02/01/2022 - 02/01/2023 Aggregate $1,000,000

Evidence of Coverage
DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 3/6/22, 1:53 PM Policy Comparison Screen
https://www.cnacentral.com/cnac/servlet/CsGateway?viewName=NPO_POLICY_COMPARISON&actionName=NpoLoadPolicyComparison&oldQuoteNbr=106326… 1/1

CNA Connect Endorsement Summary View Differences Only
Producer: EMBROKER INSURANCE SERVICES
LLC
Producer Code: 097960
Account #: 3037991847 Named Insured: FIFTH ASSET, INC.

Policy #: 7012519506 Endorsement #: J2203021619
Policy Term: 11/01/2021 - 11/01/2022 Endorsement Effective Date:03/01/2022 In Force Policy
Premium:
$487 Endorsement Premium:$0
In Force Policy Endorsement Option 00
Additional Interests
Additional Interest 18
Type: Designated Person or Organization
Location: Location 1 :RICHMOND, CA
Legal Entity: CITY, COUNTY, TOWNSHIP
Name: City of Richmond
Name 2:

Address: 450 Civic Center Plaza
Address 2: 1st Floor
City: RICHMOND
State: CA
Zip: 94804
Loan Number:

Property Description:

This is for informational purposes only. It does not represent an offer of coverage. This potential insured is subject to additional requirements that may affect the insurability of the account or the estimated premiums. Only a policy can provide the actual coverages, conditions, exclusions, premiums, and deductibles.

DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 00 03 13 Printed in U.S.A.

Process Date: 03/02/22 Policy Expiration Date: 11/01/22

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 57 WEC AP0THP Endorsement Number: 6
Effective Date: 03/01/22 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: Fifth Asset, Inc.
300 W SUMMIT AVE STE 110
CHARLOTTE NC 28203
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE
City of Richmond, 450 Civic Center Plaza , Suite 1st Floor, Richmond, CA, 94804
6 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514 DocuSign Envelope ID: 046F844A-1AC8-4C96-A0C3-1E9E902E8514

Richmond City CouncilJanuary 20, 2026

Richmond City Council
January 20, 2026