Sacramento City Council
December 10, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01998 12/10/2024 Consent Item 12.

Contract: Suspend Competitive Bidding for the Sole Source Purchase of Mendix Low-Code Application Development Platform Enterprise Agreement (Two-thirds vote required) File ID: 2024-01998
Location: Citywide
Recommendation: Pass a Motion to: 1) suspend competitive bidding for a software application development platform license and support, in the best interests of the City; and 2) authorize the City Manager or the City Manager’s designee to: a) execute a Software Enterprise Agreement (EA) with Siemens Digital Industries Software (SDIS) Inc. in the not-to-exceed amount of $519,152.10 for an initial three-year contract period from January 13, 2025, through January 12, 2028; and b) automatically renew the EA with SDIS for annual renewal terms, subject to annual council approval.

Contact: Mrudul Sadanandan, Assistant Director, (916) 808-7894 [email protected]; Ignacio Estevez, IT Manager, (916) 808-7349, [email protected]; Vijay Mamnani, Program Manager, (916) 808-5085, [email protected]; Darin Arcolino, Chief Information Officer, (916) 808-0403, [email protected]; Information Technology.

Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
Additional Description/Analysis
Issue Detail: In 2015, the City procured K2, a business process automation software, and implemented nine applications. Some applications included accounts payable automation, requests for services and supplies, sole source justifications, and travel request approval processes. With the successful implementation of these solutions, departments benefit from the efficiencies of a business process automation solution and continue to request more digital automation to keep up with ever increasing workload.

In 2020, Nintex Inc. acquired K2 software and continues to support the onsite implementation.

File ID: 2024-01998 12/10/2024 Consent Item 12.

Nintex is investing heavily in its cloud platform and encourages all customers to transition from their onsite implementation to the cloud. This transition requires a complete redesign and development of the City’s current K2 solutions. Also, Nintex is releasing limited feature enhancements and updates to the K2 system, thus not meeting the City’s functional and technical requirements.

Any application development in K2 will require extensive time and resources from the IT department, restricting customers from digitalizing business processes or delaying project deliverables. This will result in a larger backlog of projects, lost opportunities to automate processes, and maintenance of expensive manual processes.

The IT industry has integrated business process automation and rapid application development into the low-code platform (LCP) to drive digital transformation solutions. An LCP enables rapid application development by providing a user-friendly interface with drag-and-drop features, pre-built components, and minimal hand-coding requirements. LCP enables businesses to innovate and adapt faster while reducing their dependency on scarce IT development resources.

The LCP has the potential to vastly improve the IT Department’s ability to develop and deliver solutions to customers quickly. In addition, LCP provides the following benefits:
· enables us to create applications and digital workflows easily · provides better user experience and additional features · enables automation throughout the organization that will create staff efficiencies and reduce manual processes and paper consumption
· gain visibility into business processes to analyze processes and manage the status of work items in the work list to facilitate monitoring, controlling, and reporting areas of improvement Policy Considerations: The recommendations in this report are consistent with AP-4101- Procurement of Non-Professional Services. City Code section 3.56.230.C authorizes the City Council to suspend competitive bidding for the purchase of services or supplies when, upon a two-thirds vote, the Council determines it is in the best interest of the City to do so.

Economic Impacts: None.

Environmental Considerations: This report concerns administrative activities and government fiscal activities that do not constitute a “project” as defined by the CEQA Guideline sections 15378 (b) (2) and 15378 (b)(4) and are not subject to the provisions of CEQA.

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

File ID: 2024-01998 12/10/2024 Consent Item 12.

Rationale for Recommendation: Mendix, a SDIS product, is recognized as the industry leader in the low code application development platform by Gartner Inc., a leading research and advisory company that helps business and technology leaders make better decisions. The Mendix software platform will allow the City to build applications with limited coding, offering real-time collaboration and tools for testing, developing, and deploying, while increasing efficiencies across technical and business users.

Staff conducted extensive research and evaluated various software products in the low-code development sector. Staff worked with the top three vendors to evaluate their product features and capabilities and developed demo solutions. In addition, staff conducted reference calls with their existing customers to understand benefits and challenges and determined that Mendix meets the City’s best interests in its product features, capabilities, and functionalities and best supports the City’s business requirements.

In addition to the quality of the product, staff researched several pricing options through quotes, cooperative contracts, and third-party consultant firms, and found the offer by SDIS provided the most cost-efficient price for the City, resulting in $3.6 million in savings for software licensing costs over a three-year term with automatic annual renewal terms, subject to annual council approval.

Below is a table depicting the savings to the City.

Year 1 Year 2 Year 3
Software Subscription - List Price $1,411,290.00 $1,411,290.00 $1,411,290.00 Software Subscription - 90%
discount
$206,450.70 $149,450.70 $163,250.70
Saving $1,204,839.30 $1,261,839.30 $1,248,039.30
Financial Considerations: No additional funding is required for this procurement. Funding is available within the Digital Strategy Program (A07000700) budget.

Local Business Enterprise (LBE): Not applicable.
..End

PRC00316 UNIVERSAL CUSTOMER AGREEMENTSiemens Digital Industries Software Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 1/17 This Universal Customer Agreement (“UCA”) and the applicable Supplemental Terms (together, this “Agreement”) are entered into between Siemens Industry Software, Inc., 22 Boston Wharf Road, Boston, MA 02210, United States(“Siemens” or “SISW”) and City of Sacramento, 915 I Street, Sacramento, CA 95814 (“Customer” or “City”). This Agreement may be accepted by manual or electronic signature.1.ORDER OF PRECEDENCE AND DEFINITIONS1.1Order of Precedence. In the event of a conflict between this UCA and any Supplemental Terms, theSupplemental Terms prevail. In the event of a conflict between this Agreement and an Order, the Order prevails with respect to any Offering ordered thereunder.1.2Definitions.“AUP” means Siemens’ Acceptable Use Policy available at https://www.siemens.com/sw-terms/aup and incorporated into this Agreement by this reference.“Cloud Services” means online services and associated cloud-based APIs (application programming interfaces) made available by Siemens under this Agreement, including but not limited to software-as-a-service, platform-as-a-service, cloud hosting services, and online training services, offered alone or in combination with Software. Cloud Services exclude Software, Customer Content, and Third Party Content.“Content” means data, text, audio, video, images, models, or software.“Customer Content” means Content entered by Customer or any user into Cloud Services and any output generated by Customer or any user through use of such Cloud Services based on such Content, excluding any Third Party Content or other Content owned or controlled by Siemens or its affiliates or their respective licensors and made available by Siemens or its affiliates through or within Cloud Services.“Documentation” means the instructions for use, learning materials, technical and functional documentation, and API information made available by Siemens with the applicable Offering, in print, online, or embedded as part of a help function, which may be updated by Siemens from time to time.“Entitlements” means, with respect to any Offering, the license and use types, limits, volume, or other measurement or conditions of permitted use for such Offering as set forth in the applicable Order or Supplemental Terms, including but not limited to any limits or restrictions on the number and categories of users authorized to use such Offering, permitted geographic areas, available storage space, computing power, or other attributes and metrics.“Hardware” means hardware equipment, devices, accessories, and parts delivered by Siemens under this Agreement, including firmware incorporated therein.“Offering” means an individual offering, made available by Siemens and identified in an Order, which consists of Cloud Services, Software, Hardware, or Professional Services, or a combination of any of the foregoing, and any associated maintenance and support services and Documentation.“Order” means an order form (Order Form), statement of work (SOW), Licensed Software Designation Agreement (LSDA), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Offering(s) ordered by Customer and any associated fees, (ii) has been agreed by Customer by manual or electronic signatures or through an electronic system specified by Siemens, and (iii) is accepted by Siemens.“Professional Services” means training, consulting, engineering, or other professional services provided by or on behalf of Siemens under this Agreement pursuant to an Order, excluding Cloud Services.“Siemens IP” means all patents, copyrights, trade secrets, and other intellectual property rights in, related to, or used in the provision or delivery of, any Offering or technical solution underlying any Offering, and any improvement, modification, or derivative work of any of the foregoing.“Software” means software licensed by Siemens under this Agreement and made available for download or otherwise delivered to Customer for installation, including updates, modifications, design data, and all copies thereof, associated software-based APIs, scripts, toolkits, libraries, reference or sample code, and similar materials.“Subscription Term” means the time period specified in the Order for which a term-based Offering is made available to Customer. Any renewal constitutes a new Subscription Term.“Supplemental Terms” means additional terms and conditions that apply to a particular Offering as attached hereto or set forth or referenced in an Order.

Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 2/17 “Third Party Content” means Content, applications, and services owned or controlled by a third party and made available to Customer by the third party through or in connection with Cloud Services.2.ORDERS 2.1Ordering. The parties may enter into one or more Orders under this Agreement. Each Order is binding on the parties and is governed by the terms of this UCA and all applicable Supplemental Terms.2.2Delivery. Unless otherwise set forth in the Order (i) delivery of Cloud Services occurs when Siemens makes Cloud Services available to Customer for access and use, (ii) delivery of Software occurs when Siemens makes Software available to Customer via electronic download from a website specified by Siemens or ships the tangible media containing the Software, and (iii) for an Offering that is comprised of a combination of Cloud Services and Software, delivery occurs when the Software and Cloud Services are made available by Siemens. Software on media will be delivered subject to EXW (Incoterms 2020) for deliveries that occur entirely within the United States, Russia, or China. All other Software will be delivered subject to DAP (Incoterms 2020).2.3Payment. Customer will pay the fees set forth in the applicable Order within 30 days after the invoice date unless otherwise agreed by the parties. Siemens will invoice Customer for Professional Services on a monthly basis as charges are incurred. Unless specified otherwise in the applicable Order, Siemens will invoice Customer for fees related to any other Offerings in advance. Without limiting any other remedies available to Siemens, Customer will pay applicable fees for any excess use of an Offering at the then-current price for such Offering within 30 days after the invoice date. Except as expressly set forth in this Agreement, all payment obligations are non-cancellable, and all fees are non-refundable. If Customer has procured an Offering through a Siemens-authorized solution partner, different terms regarding invoicing and payment may apply as specified between Customer and the solution partner. Siemens may share information with the solution partner related to Customer’s use and consumption of Offerings for account management and billing purposes.2.4Taxes. All amounts to be paid to Siemens are exclusive of any taxes and any other charges. Customer agrees to pay or reimburse Siemens or its authorized solution partner for the payment of any applicable taxes or duties including, but not limited to, sales taxes, value added taxes, goods and services taxes, consumption taxes, or any other charge that is imposed by any government authority on Customer’s use or receipt of, or license to, any Offering. If Customer is exempt from value-added or sales tax, then it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation to Siemens or its authorized solution partner. If Customer is required by law to make any income tax deduction or to withhold income tax, after the application of reductions available under international treaties, from any sum payable directly to Siemens under this Agreement, Customer will promptly effect payment thereof to the applicable tax authorities, and will also promptly provide Siemens with official tax receipts or other evidence issued by the applicable tax authorities to support a claim for tax credit relief. Notwithstanding the foregoing, Customer is responsible for, and will indemnify Siemens for, any taxes, including withholding taxes, resulting from making an Offering available to users in geographic locations outside the country in which Customer is located as per the Order.3.USE OF OFFERINGS3.1Use Rights. For Cloud Services contained within an Offering, Siemens grants Customer a nonexclusive, nontransferable, limited right to access and use such Cloud Services for Customer’s internal business purposes during the applicable Subscription Term, solely in accordance with the Entitlements and this Agreement. For Software and Documentation contained within an Offering, Siemens grants Customer a nonexclusive, nontransferable, non-sublicensable, limited license to use Documentation and install and use Software for Customer’s internal business purposes during the applicable Subscription Term or such other time period specified in the Order, solely in accordance with the Entitlements and this Agreement. 3.2Users. The number and categories of users authorized to access an Offering are defined in the Entitlements. Customer will ensure that any access or use of an Offering on Customer’s behalf, at Customer’s invitation, or by invitation of a Customer user, complies with Customer’s obligations under this Agreement. If Customer becomes aware of any violation of this Agreement by any user, or any unauthorized access to any user account, Customer will immediately notify Siemens and terminate the relevant user or user account’s access to Offerings. Customer is responsible for any act or failure to act by any user or any person using or accessing the account of a user in connection with this Agreement. Customer acknowledges and agrees that users who submit declarations, notifications, or orders to Siemens are acting on Customer’s behalf. If a Customer affiliate accesses or uses an Offering, Siemens may enforce its rights directly against that affiliate. 3.3General Use Restrictions. Except as authorized in this Agreement, Customer will not, and will not permit any person or entity to, (i) resell, transfer, sublicense, publish, loan, or lease any Offering, or use any Offering for the benefit of any third party without the prior written consent of Siemens, (ii) modify, alter, tamper with, repair, or create derivative works of any Offering, (iii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of any Offering, (iv) use any Offering in a manner that could subject such Offering to any open source software license that conflicts with this Agreement or that does not otherwise Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 3/17 apply to such Offering, (v) use any Offering for the purpose of developing or enhancing any product that is competitive with such Offering, or (vi) remove any proprietary notices or legends contained in or affixed to any Offering. Customer will only use APIs identified as ‘published’ in the Documentation, and only as described therein to support the authorized use of Offerings. Customer may copy Software or Documentation only as required to support use of the Offering as expressly authorized in this Agreement, and will ensure that any such copy includes all proprietary notices contained in the Software or Documentation or affixed thereto as received from Siemens. The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable law.3.4Security of Customer Systems. Customer is responsible for the security of Customer systems, including Software on Customer’s systems, and will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans from Customer’s systems.3.5Reservation of Rights. All Software, Cloud Services, and non-public Documentation are trade secrets of Siemens and its licensors. Siemens or its licensors retain title to and ownership of Software, Cloud Services, Documentation, and Siemens IP. Siemens reserves all rights in Offerings and Siemens IP not expressly granted in this Agreement.3.6No-Charge Offerings; Previews. All (i) Offerings provided at no charge to Customer (“No-Charge Offerings”), and (ii) features or services offered at no extra charge as part of Cloud Services prior to their general release that are labeled or otherwise communicated to Customer as ‘preview’, ‘pre-release’, ‘early access’, or ‘non-general release’ (“Previews”), are provided “AS IS” without warranty, indemnity, support, or other commitments. Siemens may change, limit, suspend, or terminate any Previews at any time. Customer acknowledges that Previews are not ready for production usage, and that Customer’s use of any Previews is at its sole risk and discretion. Customer will only use No-Charge Offerings identified on an Order as being ‘demo’, ‘test’, ‘evaluation’, ‘beta’, or similar for internal test and evaluation purposes, and not for production or other commercial purposes.4.ADDITIONAL TERMS FOR SOFTWAREThe following additional terms apply to any Software contained within an Offering:4.1 Software is provided in object code form only, unless otherwise specified in this Agreement. To the extent that any Software is provided by Siemens in source code form, Customer may only use that Software to modify or enhance the applicable Offering that such Software is a part of, and, as between the parties, all such modifications or enhancements will be owned by Siemens and subject to the license set forth in Section 3.1. Customer hereby consents to the installation of Software on systems used by Customer, as may be facilitated by Cloud Services.4.2 Software may contain third-party software, technology, and other materials, including open source software, licensed by third parties (“Third-Party Technology”) under separate terms (“Third-Party Terms”). Third-Party Terms are specified in the Documentation, Supplemental Terms, “read me” files, header files, notice files, or similar files. In the event of a conflict with the terms of this Agreement, the Third-Party Terms control with respect to Third-Party Technology. If Third-Party Terms require Siemens to furnish Third-Party Technology in source code form, Siemens will provide it upon written request and payment of any shipping charges.5.ADDITIONAL TERMS FOR CLOUD SERVICESThe following additional terms apply to any Cloud Services contained within an Offering:5.1Service Level Agreements. During the Subscription Term, Siemens will comply with the applicable service level agreements for Cloud Services as set forth in any applicable Supplemental Terms.5.2Changes to Cloud Services. Cloud Services may be modified, discontinued, or substituted by Siemens from time to time. During a Subscription Term, Siemens will not materially degrade core features or functionalities of Cloud Services or discontinue Cloud Services without making available substitute Cloud Services, except as necessary to address (i) new legal requirements, (ii) changes imposed by Siemens’ vendors or subcontractors (e.g. the termination of Siemens’ relationship with a provider of software or services which are required for the provision of such Cloud Services), or (iii) security risks that cannot be resolved in a commercially reasonable manner. Siemens will notify Customer of any such material degradation or discontinuation of Cloud Services as soon as reasonably practicable, and Customer may terminate the Order for the applicable Offering by providing Siemens with written notice within 30 days after Customer’s receipt of notice of degradation or discontinuation. In the event of such termination or discontinuation of Cloud Services, Siemens will refund any prepaid fees for the applicable Offering on a pro-rata basis for the remainder of the Subscription Term for that Offering.5.3Use of Messaging Services. Customer may use Cloud Services to send emails or other messages to users and third parties. Customer is solely responsible for any such messages and their content. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Siemens’ control, and there is no warranty that notifications will reach their intended destination in a given timeframe. 5.4Out of Scope. Any contractual relationship regarding Third Party Content is solely between Customer and the relevant third party vendor and may be governed by separate terms made available by Siemens with or as part of Third Party Content. Siemens will have no responsibility for Third Party Content or Customer’s use of such Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 4/17 Third Party Content. Cloud Services specifically exclude (i) access to the internet or any other network, (ii) suitable connectivity or any other resources necessary for accessing or using Cloud Services, and (iii) the transmission of Content to and from the exit of the wide area network of the data centers used by Siemens to provide Cloud Services.5.5Acceptable Use Policy; Indemnity. Customer will comply, and ensure that all users of any Offering comply, with the AUP. Customer will indemnify Siemens, its affiliates, its subcontractors, and their representatives against any claims, damages, fines, and cost (including attorney’s fees and expenses) relating in any way to (i) any violation of the AUP by Customer or any user, (ii) any violation of laws, regulations, or rights of others by Customer’s or any user’s use of any Offering, or (iii) Customer Content.5.6Ownership and Use of Customer Content. Siemens will not acquire any title to or ownership of Customer Content by virtue of this Agreement. Siemens and its subcontractors will use Customer Content only for the purpose of providing the Offerings, or as otherwise permitted by this Agreement or agreed by the parties. Customer is responsible for the content, management, transfer, use, accuracy, and quality of Customer Content and the means by which Customer acquires such Customer Content. Siemens recommends thatCustomer confirms the geographic area in which Customer Content will be stored, which may be outside the country in which Customer is located. Customer will ensure that Customer Content can be processed and used as contemplated by this Agreement without violating any rights of others or any laws or regulations.5.7Protection of Customer Content. Cloud Services will be provided using processes and safeguards designed to protect the integrity and confidentiality of Customer Content. Customer remains responsible for taking appropriate steps regarding protection, deletion, and retrieval of Customer Content, including by maintaining backup copies. Some Cloud Services may provide features that allow Customer to share Customer Content with third parties or make Customer Content public through use of certain Cloud Services. If Customer elects to use such features, Customer Content may be accessed, used, and shared by third parties to whom Customer provides such access or shares such Customer Content, and Customer’s election to use such features is at its sole discretion and risk.6.DATA 6.1Security and Data Privacy. Each party will comply with applicable data privacy laws governing the protection of personal data in relation to their respective obligations under this Agreement. Where Siemens acts as Customer’s processor of personal data provided by Customer, the Data Privacy Terms available athttps://www.siemens.com/dpt/sw, including the technical and organizational measures described therein, apply to the use of the relevant Offering and are incorporated into this Agreement by this reference.6.2Data Protection of City Information. In addition to any other data protection requirements in this Agreement, SISW will use commercially reasonable administrative, physical, and technical efforts to protect the security, confidentiality and integrity of Client Information. At a minimum, SISW shall not store, copy, analyze, monitor, or otherwise use CITY Information except for the purposes of providing the Services to CITY. SISW shall comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that SISW receives or has access to under this Contract or in connection with the performance of the Services for CITY. SISW shall otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform the Services under this Contract or in accordance with applicable law. To the extent that SISWreceives PII related to the performance of this Contract, SISW shall protect the privacy and legal rights of the CITY, its personnel, clients, customers, contractors, residents, and visitors. All CITY Information stored or at rest in the SISW’s data centers, or in transport, will be encrypted in transport and will not be transferred to any other hosting entity or location without the prior written consent of CITY. In the event of a security breach involving CITY Information, SISW shall give notice to city in accordance with applicable law. “Security breach” for purposes of this section will refer to an event that compromises the confidentiality, integrity, or availability of CITY Information or PII or allows unencrypted CITY Information or PII to be acquired by an unauthorized person. Once a security breach has been contained, SISW must provide CITY with a post-incident report documenting all containment, eradication, and recovery measures taken. Notification. In the event of a Security breach, SISW shall notify the person whose PII has been compromised. The notification shall comply with the notification requirements of California Civil Code Section 1798.29.6.3 Reserved6.4Systems Information. Siemens and its affiliates and their subcontractors may collect and derive information, statistics, and metrics regarding usage, operation, support, and maintenance of Offerings or from Customer Content (collectively, “Systems Information”), and may use Systems Information to support, maintain, monitor, operate, develop, and improve its products and services or enforce its rights, provided that any Systems Information derived from Customer Content is aggregated with other information so that the original Customer Content is not identifiable. Siemens may disclose Systems Information to a Siemens-authorized solution partner solely to the extent reasonably required for such partner to fulfill its support obligations to Customer. To determine unauthorized use of Software licenses, Siemens reserves the right to embed a reporting mechanism in Software.

Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 5/17

7.WARRANTIES AND DISCLAIMERS7.1Software Warranty. Siemens warrants that Software will perform substantially in accordance with the features and functionalities described in the Documentation for a period of 90 days following the date the Offering is initially made available to Customer. To the extent permissible under applicable law, as Siemens’ entire liability and Customer’s sole and exclusive remedy for a breach of this warranty, Siemens will, at its option (i) correct errors or provide work-arounds, (ii) replace defective Software, or (iii) require Customer to return the defective Software, terminate the Order for the non-conforming Offering, and refund fees paid for such Offering. The warranty for Software excludes (a) No-Charge Offerings, (b) Software provided upon re-mix, (c) Software that is designated as retired or not generally supported as of the date of the Order, (d) Software made available under the maintenance services terms set forth in any applicable Supplemental Terms, and (e) issues, problems, or defects arising from use of Software not in accordance with the terms of this Agreement.7.2Cloud Services Warranty. Siemens warrants that Cloud Services will perform substantially in accordance with the features and functionalities described in the Documentation. To the extent permissible under applicable law, as Siemens’ entire liability and Customer’s sole and exclusive remedy for a breach of this warranty, at Siemens’ option (i) Siemens will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Siemens may terminate the Order for the non-conforming Offering and refund any prepaid fees for such Offering on a pro-rata basis for the remainder of the Subscription Term for that Offering. The warranty for Cloud Services excludes (a) No-Charge Offerings and Previews, and (b) issues, problems, or defects arising from Customer Content, Third Party Content, or use of Cloud Services not in accordance with the terms of this Agreement.7.3Disclaimers. Siemens makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. Siemens does not warrant or otherwise guarantee that (i) reported errors will be corrected or support requests will be resolved to meet Customer’s needs, (ii) Offerings or any Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Customer Content and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Offerings or features or functionality in any communication with Customer constitute technical information, not a warranty or guarantee.Customer is responsible for assessing the suitability of each Offering for Customer’s intended use, selecting the Offering necessary to achieve Customer’s intended results, and for the use of Offerings. By using an Offering, Customer agrees that such Offering meets Customer’s requirements to enable compliance with applicable laws. Customer will obtain, at its own expense, any rights, consents, and permits from vendors of software and services used by Customer in connection with any Offering which are required for such use. Customer agrees that Orders are not contingent on any future features or functionality of Offerings.Siemens does not control Customer’s processes or the creation, validation, sale, or use of Customer’s (or any client of Customer’s) products or services and will not be liable for any claim or demand made against Customer by any third party, except for Siemens’ obligations to indemnify Customer against infringement claims as expressly set forth in this Agreement. 8.LIMITATION OF LIABILITY8.1The entire, aggregate liability of Siemens related in any way to this Agreement is limited as follows: (i) for liability arising from an Offering provided for a Subscription Term, the fees paid to Siemens for that Offering during the 12-month period immediately preceding the first event giving rise to the claim, provided that the aggregate liability for any Offering will not exceed the amount paid for that Offering during the Subscription Term, or (ii) in all other cases, the fees paid to Siemens for that Offering. The foregoing limitation does not apply to Siemens’ indemnity obligation in Section 9.8.2In no event will Siemens be liable for (i) any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of production or data, interruption of operations, or lost revenue or profits, even if such damages were foreseeable, or (ii) any No-Charge Offerings or Previews.8.3Siemens will not be liable for any claim in connection with this Agreement if such claim is brought more than two years after the first event giving rise to such claim is or should have been discovered by Customer.8.4The foregoing limitations and exclusions apply (i) to the benefit of Siemens and its affiliates, and their respective officers, directors, licensors, subcontractors, and representatives, and (ii) regardless of the form of action, whether based in contract, statute, tort (including negligence), or otherwise.8.5The foregoing limitations and exclusions will not apply to the extent that liability cannot be limited or excluded according to applicable law.9.INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 6/17

9.1Infringement Claim Indemnity. Siemens will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that the Offering infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives Siemens (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim and (iii) sole authority to defend or settle the claim. Siemens will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which will not be unreasonably withheld.9.2Injunction. If a permanent injunction is obtained against Customer’s use of an Offering due to an infringement claim, Siemens may, at its sole option, obtain for Customer the right to continue using the Offering, or replace or modify the Offering to become non-infringing. If such remedies are not reasonably available: (i) Siemens will refund prepaid fees for the enjoined Offering on a pro-rata basis (a) for Hardware or Software licensed to Customer on a perpetual basis, for the remainder of an amortization period of 60 months from the initial delivery to Customer, or (b) for any other Offering, for the remainder of the Subscription Term for that Offering; (ii) any applicable licenses to such Offering will automatically terminate; and (iii) Customer will immediately cease to use the enjoined Offering and return all related Software in its possession. Siemens may, in its sole discretion, provide any of the foregoing remedies to mitigate infringement prior to the issuance of an injunction.9.3Exclusions. Notwithstanding anything to the contrary in this Agreement, Siemens will not have any liability or obligation to Customer to the extent that an infringement claim arises out of (i) use of a prior version of the Offering to the extent that a current version is non-infringing, (ii) failure to use a replacement, correction, patch, or new version of the Offering offered by Siemens that performs substantially the same functions, (iii) use of the Offering in combination with Content, equipment, or products not provided by Siemens, (iv) use of No-Charge Offerings or Previews, (v) deliverables resulting from Professional Services, (vi) any adjustment, modification, or configuration of the Offering not made by Siemens, or (vii) instructions, assistance, or specifications provided by Customer.9.4Sole and Exclusive Remedy. Section 9 sets forth Siemens’ entire liability and Customer’s sole and exclusive remedy for infringement of third-party intellectual property rights.10.RENEWAL, SUSPENSION, TERMINATION10.1Subscription and Renewals. If indicated on the Order or otherwise agreed by the parties in writing or in an electronic system made available by Siemens, the Subscription Term for the applicable paid Offering will automatically renew for successive Subscription Terms unless either party notifies the other at least 60 days prior to the end of the then-current Subscription Term that it has elected not to renew. After the initial term any renewal Subscription term (s) will be annually (12 months). The then-current UCA (or successor terms) and applicable Supplemental Terms available at https://www.siemens.com/sw-terms/uca/ and https://www.siemens.com/sw-terms/supplements/ will apply for the following Subscription Term in lieu of this Agreement. The fees during any renewed Subscription Term will be the same as those in effect at the end of the preceding Subscription Term, unless (i) Siemens notifies Customer about different future fees at least 90 days prior to the end of the then-current Subscription Term or (ii) fees for the renewed Subscription Term(s) are specified on the Order.10.2Suspension. Siemens may suspend or limit Customer’s or any user’s access to and use of Offerings, in whole or in part, immediately (i) if Siemens reasonably determines that the use of the Offering poses a security risk to the Offering, Siemens, or any third party, or subjects Siemens or any third party to liability, (ii) if Customer materially breaches this Agreement, or (iii) upon the occurrence of any of the circumstances that give Siemens the right to immediate termination under Section 10.3. The suspension or limitation will not limit any other rights available to Siemens under this Agreement, will not relieve Customer of its obligation to pay fees, and will be lifted when the reason for such suspension or limitation no longer exists.10.3 Termination. Neither party will terminate an Order for convenience during the applicable Subscription Term. Either party may terminate an Order for a particular Subscription Term based Offering with immediate effect in the event of the other party’s material breach of this Agreement which remains uncured for a period of 30 days from receipt of notice specifying the breach; provided that such termination will only be effective with respect to the Offering affected by the material breach. Siemens may immediately terminate any or all Orders or this Agreement upon notice to Customer in the event of Customer’s unauthorized installation or use of Siemens software, Customer’s filing for bankruptcy or having bankruptcy proceedings filed against it, Customer ceasing to do business, any breach by Customer of Sections 2.3, 3, 5.5, 11, 12, or 13.2, or in order to comply with applicable law or the requests of government authorities.10.4 Effect of Expiration or Termination. Upon expiration of the applicable Subscription Term or termination of any Order for one or more Offerings or this Agreement for any reason, Customer’s rights to access, use, or receive the affected Offering(s) automatically terminate. Customer will immediately cease using the affected Offering(s), remove and destroy all Software and other Siemens Confidential Information relating to such Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 7/17 Offering in its possession or control, and certify such removal and destruction in writing to Siemens. Customer may retrieve Customer Content available for download for a period of 30 days after expiration or termination, provided Customer is in compliance with this Agreement and pays any applicable fees. After such period, all Customer Content may be deleted. Termination of this Agreement or any Order for one or more Offerings will not relieve Customer of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination. In the event of Customer’s termination for Siemens’ material breach in accordance with Section 10.3, Siemens will refund a reasonable portion of any prepaid fees on a pro-rata basis for the remainder of the Subscription Term for the affected Offering(s). Sections 2.3, 2.4, 3.3, 3.4, 3.5, 3.7, 5.5, 6.2, 7.3, 8, 10.4, 11, 12, 13.4, 13.6 and 13.9 survive termination of this Agreement.11.EXPORT CONTROL AND SANCTIONS COMPLIANCE11.1General. Customer shall comply with all applicable sanctions, embargoes and (re-)export control, laws, and regulations, and, in any event, with those of the European Union, the United States of America and any locally applicable jurisdiction (collectively “Export Regulations”).11.2Checks for Goods and Services. Prior to any transaction by Customer concerning goods (including Hardware, Documentation and technology) delivered by Siemens, or services (including Professional Services, maintenance and technical support) performed by Siemens to a third party, Customer shall check and certify by appropriate measures that (i) the Customer’s use, transfer, or distribution of such goods and services, the brokering of contracts or the provision of other economic resources in connection with goods and services will not be in violation of any Export Regulations, also taking into account any prohibitions to circumvent these (e.g., by undue diversion); (ii) the goods and services are not intended or provided for, prohibited or unauthorized non-civilian purposes (e.g. armaments, nuclear technology, weapons, or any other usage in the field of defense and military); (iii) Customer has screened all direct and indirect parties involved in the receipt, use, transfer, or distribution of the goods and services against all applicable restricted party lists of the Export Regulations concerning trading with entities, persons and organizations listed therein; and (iv) goods and services within the scope of items-related restrictions, as specified in the respective annexes to the Export Regulations, will not, unless permitted by the Export Regulations, be (a) exported, directly or indirectly (e.g., via Eurasian Economic Union (EAEU) countries), to Russia or Belarus, or (b) resold to any third party business partner that does not take a prior commitment not to export such goods and services to Russia or Belarus.11.3Non-Acceptable Use of Software and Cloud Services. Customer shall not, unless permitted by the Export Regulations or respective governmental licenses or approvals, (i) download, install, access or use the Software or Cloud Services from or in any location prohibited by or subject to comprehensive sanctions or subject to license requirements according to the Export Regulations; (ii) grant access to, transfer, (re-)export (including any ‘deemed (re-)exports’), or otherwise make available the Software or Cloud Services to any entity, person, or organization identified on a restricted party list of the Export Regulations, or owned or controlled by a listed party; (iii) use the Software or Cloud Services for any purpose prohibited by the Export Regulations (e.g. use in connection with armaments, nuclear technology or weapons); (iv) upload to the Cloud Services platform any Customer Content unless it is non-controlled (e.g. in the EU: AL = N; in the U.S.: ECCN = N or EAR99); or (v) facilitate any of the aforementioned activities by any user. Customer shall provide all users with all information necessary to ensure compliance with the Export Regulations.11.4Semiconductor Development. Customer will not, without advance written authorization from Siemens, use Offerings for the development or production of integrated circuits at any semiconductor fabrication facility located in China meeting the criteria specified in the U.S. Export Administration Regulations, 15 C.F.R. 744.23.11.5Information. Upon request by Siemens, Customer shall promptly provide Siemens with all information pertaining to users, the intended use, and the location of use, or the final destination (in the case of Hardware, Documentation and technology) of the Offerings. Customer will notify Siemens prior to Customer disclosing any information to Siemens that is defense-related or requires controlled or special handling pursuant to applicable government regulations and will use the disclosure tools and methods specified by Siemens.11.6Indemnification. Customer will indemnify and hold harmless Siemens, its affiliates, subcontractors, and their representatives against any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Customer’s noncompliance with this Section 11, including Customer’s and its users’ and third party business partners’ violation of any Export Regulations and Customer will compensate Siemens for all losses and expenses resulting thereof.11.7Reservation. Siemens shall not be obligated to fulfill this Agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions. Customer acknowledges that Siemens may be obliged under the Export Regulations to limit or suspend access by Customer and/or users to the Offerings.12.CONFIDENTIALITY Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 8/17

12.1Confidential Information. “Confidential Information” means all information disclosed by one party or any of its affiliates or subcontractors to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person. Siemens Confidential Information includes the terms of this Agreement and any Order, Offerings, Systems Information, Siemens IP, and any information Customer derives from benchmarking any Offering. The receiving party will (i) not disclose Confidential Information, except (a) on a need-to-know basis to its and its affiliates’ employees, consultants, contractors, and financial, tax, and legal advisors that are bound by confidentiality obligations and use restrictions at least as restrictive as those in this Agreement, or (b) as otherwise authorized by the disclosing party or this Agreement, (ii) use Confidential Information only as required to exercise or enforce rights or perform obligations under this Agreement, and (iii) use reasonable care to protect against unauthorized use and disclosure of the disclosing party’s Confidential Information. The receiving party will be liable for compliance with Section 12 by each of its recipients. Siemens and its affiliates may name Customer as a customer on their websites and in customer lists and other marketing materials.12.2Exclusions. The obligations in Section 12.1 will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement, (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality, (iii) was in the receiving party’s possession without an obligation of confidentiality prior to receipt from the disclosing party, (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party’s Confidential Information, or (v) is required to be disclosed by a government authority or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.13.GENERAL PROVISIONS13.1Siemens Affiliates and Subcontractors. Siemens’ ultimate parent company or companies directly or indirectly owned or controlled by Siemens’ ultimate parent company may exercise Siemens’s rights and fulfill Siemens’ obligations under this Agreement. Siemens may use resources in various countries to provide Offerings, including unaffiliated subcontractors. Siemens remains responsible for its obligations under this Agreement.13.2Assignment. This Agreement will extend to and be binding upon the successors, legal representatives, and permitted assignees of the parties. However, this Agreement and the rights granted under this Agreement may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Customer without the prior written consent of Siemens. Any attempted assignment in violation of this Section will be void.13.3License Rights Applicable to the U.S. Government. Offerings are commercial products that were developed exclusively at private expense. If Offerings are acquired directly or indirectly for use by the U.S. Government, then the parties agree that such are considered ‘Commercial Items’ and ‘Commercial Computer Software’ or ‘Computer Software Documentation’, as defined in 48 C.F.R. §2.101 and 48 C.F.R. §252.227-7014(a)(1) and (a)(5), as applicable. Offerings may only be used under the terms of this Agreement as required by 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. The U.S. Government will only have the rights set forth in this Agreement, which supersedes any conflicting terms or conditions in any government order document, except for provisions which are contrary to applicable mandatory federal laws. Siemens will not be required to obtain a security clearance or otherwise be involved in accessing U.S. Government classified information.13.4Feedback. If Customer provides any ideas or feedback regarding any Offering, including suggestions for changes or enhancements, support requests (including any related information), and error corrections (collectively “Feedback”), Feedback may be used by Siemens without condition or restriction.13.5Force Majeure. Neither party will be liable for delay or failure to perform any obligations under this Agreement (except with respect to any payment obligations) due to any cause beyond its reasonable control. The delayed party will promptly notify the other party of any such event.13.6Information Obligations; Audit. Customer will provide information or other materials that Siemens reasonably requests to verify Customer’s compliance with this Agreement. Upon reasonable advance notice, Siemens may conduct an audit of Customer’s compliance with this Agreement. To minimize Customer disruption, Siemens may conduct remote audits using scanning tools operated by Customer to collect audit information. At Siemens’ discretion, Customer will permit Siemens or its authorized agents to access facilities, workstations, and servers and take all commercially reasonable actions to assist Siemens in the audit. Siemens and its agents will comply with reasonable security procedures communicated to Siemens while on Customer’s premises.13.7Notices. Siemens may notify Customer under this Agreement by (i) posting a notification on Cloud Services or on the administrative user account that Customer maintains with Siemens to manage subscriptions to Offerings (“Subscription Console”), (ii) sending an email or other text message to the address or contact number provided by Customer for business contact or then-associated with the Subscription Console, or (iii) sending an email to relevant users. It is Customer’s responsibility to regularly visit Cloud Services and the Subscription Console and to always provide Siemens with current email addresses of Customer Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 9/17 representatives. If Customer does not comply with such obligation or if Customer’s receipt of a notice fails because of technical issues related to equipment or services which are under Customer’s or Customer subcontractors’ control, notices will be deemed to have been provided to Customer three days following the date of such notice. Notwithstanding the foregoing, notices regarding claims or disputes will always be sent to the party’s address as specified in the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other party.13.8Language. If Siemens provides a translation of the English language version of this Agreement, the English language version of this Agreement will control in the event of any conflict.13.9Governing Law and Jurisdiction. This Agreement will be governed by the substantive laws, excluding choice-of-law rules, of the State of California, United States. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any dispute arising out of or in connection with this Agreement (including non-contractual disputes or claims) will be subject to the jurisdiction of the courts of the State of California, United States. Each party hereby irrevocably submits itself to the personal jurisdiction of the relevant courts of the State of California for any such disputes.Nothing in this Section 13.9 will restrict the right of the parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction. Notwithstanding the foregoing, to the extent permissible under applicable laws and to the extent it would not result in the invalidity or inapplicability of this Section 13.9, the parties agree that Siemens, at its sole discretion, may bring an action in the courts of the jurisdiction(s) where the Offering is being used or Customer has its place of business, (i) to enforce its intellectual property rights, or (ii) for the payment of amounts due for any Offering.13.10No Waiver; Validity and Enforceability. The failure to enforce any provision of this Agreement will not be construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. The parties agree that electronic signatures or acceptance of this Agreement via an electronic system specified by Siemens will have the same force and effect as manual signatures.13.11Entire Agreement. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements or communications, whether written or verbal, relating to such subject matter. The reference to a document that refers to another document will be deemed to also include such other document, unless otherwise stated therein. This Agreement may not be varied except as set out in Supplemental Terms or otherwise in writing executed by manual signatures or electronic signatures of authorized representatives of both parties or via an online mechanism, if so provided explicitly for such purpose by Siemens. No other terms and conditions will apply. The terms of any purchase order or similar Customer document are excluded and such terms will not apply to any Order and will not supplement or modify this Agreement irrespective of any language to the contrary in such document.[signature page follows] Confidential – US SISW UCA EN version 1.1 (April 1, 2023) 10/17

MENDIX SUPPLEMENTAL TERMS Siemens Digital Industries Software Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 11/17 These Mendix Supplemental Terms (“Mendix Terms”) amend the Universal Customer Agreement (“UCA”) between Customer (“Customer” or City”) and Siemens Industry Software, Inc. (“Siemens” or “SISW”) solely with regard toOfferings which have been assigned the alphanumeric code ‘MX’, ‘MDX’ or ‘MNDX’ or where these Mendix Terms are otherwise referenced on the Order. These Mendix Terms together with the UCA and other applicable Supplemental Terms form the agreement between the parties (“Agreement”). Offerings under these Mendix Terms primarily consist of Cloud Services.1.DEFINITIONS Capitalized terms used herein have the meaning as defined elsewhere in the Agreement. The following additional definitions apply to these Mendix Terms:“Affiliate” means any entity that controls, is controlled by, or is under common control with Customer, in this context, ‘control’ means ownership, directly or indirectly, of a majority of the outstanding equity of an entity.“App” or “Application” means a software solution or system created and deployed in a production environment using the Mendix Platform, representing the outcome of visual modeling techniques with specific functionalities, features, and user interfaces catering to particular internal business needs and use cases determined by Customer, as build by an Authorized User.“Application Data” means Content which is used, created, managed, processed, and/or stored in the Application as determined in the Application Model. Application Data may, at the sole discretion of Customer, encompass any information that pertains to an identifiable individual, extending to various categories of sensitive data.“Application Model” means the graphical representation of the Application, and the relationship of the infrastructure components required to support or provide functionality to the Application.“Application User” means a named user, being an individual authorized by Customer to have access to Customer’s Applications with unique login credentials which can be used to identify one specific individual, as well as any external system that accesses or is accessed by the Application. The subscription details in the Order set forth the Entitlements related to Application Users and applicable fees.“Authorized User” means an employee or Authorized Agent of Customer or its Affiliate, who is authorized to access and use the Mendix Platform on behalf of and for the benefit of Customer or its Affiliate, and has created their personal Mendix account. In this context, ‘Authorized Agent’ means an individual who requires access to the Mendix Platform in support of Customer’s or its Affiliate’s internal business as its consultant, agent, or contractor, or any other individual who is expressly permitted in these Mendix Terms to access and use the Mendix Platform. There are no further restrictions or limitations to the number of Authorized Users.“Data Privacy Terms” means the data privacy terms available at https://www.siemens.com/dpt/sw, as they apply to Siemens acting as Customer’s processor of personal data provided by Customer, including the list of relevant subprocessors.“Documentation” has the meaning given to it in the Agreement, which can be found at https://docs.mendix.com. “Expert Services” means consulting, professional and/or custom services aimed at platform adoption and enabling Customer to independently and successfully build high value and high quality applications on the Mendix Platform, to be provided by Siemens to Customer under an Order.“High Risk System” means a device or system that requires enhanced safety functionalities such as fail-safe or fault-tolerant features to maintain a safe-state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage. High Risk Systems may be required in critical infrastructure, direct health support devices or systems, aircraft, train, boat or vehicle navigation or communication systems, air traffic control systems, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.“Mendix Platform” means the Cloud Services and Software provided by Siemens as the Mendix low-code enterprise application development platform-as-a-service, covering components that enable steps in the application life cycle (ideation, development, deployment, testing, and ongoing management of the application portfolio in the cloud or on premises) involving visual modeling techniques, drag-and-drop components, and pre-built templates, including but not limited to Mendix Community Hub, Mendix Control Center, Mendix Developer Portal, Mendix Connect, Mendix Marketplace, Mendix Runtime, Mendix Studio Pro, and Mendix Support Portal, as further described in the Documentation. To avoid doubt, (i) Mendix Studio Pro as the low-code IDE comes as Software, and (ii) Applications, Application Data and Application Models do explicitly not form part of the Mendix Platform.“Territory” means worldwide (subject to Customer’s obligations under the Agreement, e.g. regarding compliance with export controls and applicable laws, and the AUP), unless a geographic area is specified on the Order.2.GENERAL Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 12/17

2.1Authorized Access and Use.The Mendix Platform may be accessed and used only by Authorized Users in the Territory for the Subscription Term in accordance with the Agreement. During the Subscription Term Customer’s Applications may be accessed and used by Application Users at Customer’s sole discretion, however, at all times in accordance with (i) the Agreement, (ii) the Entitlements, and (iii) applicable laws and regulations.2.2Changes to Supplemental Terms; Enhancement of Offerings.Siemens may only update these Mendix Terms during a Subscription Term if such update does not (a) have a material adverse effect on Customer’s rights (e.g. with respect to Entitlements or services levels), or (b) result in a material degradation of the security measures maintained by Siemens with regard to the Mendix Platform. The foregoing will not limit Siemens’ ability to make changes to these Mendix Terms (i) to comply with applicable law, (ii) to address a material security risk, (iii) to reflect changes made to the Mendix Platform in accordance with any change provision in the Agreement, or (iv) which are applicable to new features, supplements, enhancements, capabilities, or additional Cloud Services or Software provided as part of the Mendix Platform at no extra charge. When Customer uses any such new feature, supplement, enhancement, capability, or Cloud Services or Software, the then current Mendix Terms available at https://www.siemens.com/sw-terms/supplementswill apply to such use. In all other cases, if an update to the Mendix Terms during a Subscription Term applies to Customer, Siemens will use commercially reasonable efforts to notify Customer at least 90 days prior to such change or in accordance with the notice provisions stated elsewhere in the Agreement.2.3Customer Responsibilities.Customer is and remains responsible for (a) scheduling, implementing, and/or installing changes for updates and upgrades of both Software and Customer’s Applications, (b) adherence to the minimum system requirements for various parts of the Mendix Platform as further specified in the Documentation, and (c) the continued use of the Mendix Platform beyond the end-of-life-date as set forth below. Mendix will endeavor to timely publish up-to-date release notes and system requirements as part of the Documentation. Furthermore, Customer is and remains responsible for use of the Mendix Platform in relation to High Risk Systems.2.4High Risk Systems Use.Customer acknowledges and agrees that (i) Siemens has not designed the Mendix Platform to be used for the operation of or within High Risk Systems where the functioning of a High Risk System is dependent on the proper functioning of the Mendix Platform or Customer’s Application, and (ii) the outcome from any processing of Application Data is beyond Siemens’ control. Customer will indemnify and hold harmless Siemens, its affiliates, its subcontractors, and their representatives, against any claims, damages, fines and costs (including attorney’s fees and expenses) relating in any way to the use of the Mendix Platform or Customer’s Application for the operation of or within High Risk Systems, and Customer will compensate Siemens for all loses and expenses resulting thereof.2.5End-of-Life Date.Siemens recognizes that Customer may have valid reasons for not immediately upgrading to a new major release of the Mendix Platform when it becomes available. However, Siemens will only provide support for the current major release and the 2 previous major releases of the Mendix Platform. Siemens commits to support any major release for a minimum of 24 months from its release date, and Siemens will release at least 2 major releases before considering a major release as ‘end-of-life’. After the end-of-life date, Siemens will no longer provide warranties for any version of the Mendix Platform. Support with regard to the Mendix Platform is further detailed below.2.6Application Data and Application Model.The Application Model and Application Data will be kept confidential, and treated in accordance with the Data Privacy Terms, and the Mendix information security management system. Siemens will not acquire any title to or ownership of Application Data or the Application Model under this Agreement. Customer is solely responsible for the accuracy, integrity, and quality of the Application Data for use in, with, or by the Application. Siemens will not access nor have any responsibilities with regard to Application Data or Application Model, save as set forth in Section 3.4 (Mendix Cloud) below. The indemnity provided for by Customer in relation to Customer Content as set forth in Section 5.5 UCA, and Customer’s responsibilities set forth in Section 5.7 UCA apply and extend to Application Data.2.7Effect of Expiration or Termination.In addition to the sections specified as surviving termination in the UCA, the rights and obligations of Sections 2.4 (High Risk Systems Use), 2.5 (End-of-Life Date), 2.6 (Application Data and Application Model), and 4 (Mendix Platform Security) of these Mendix Terms will survive the expiration or termination of the Agreement.3 SPECIFIC TERMS3.1Plan.The Order sets forth the Mendix Platform subscription plan; the plan determines the features, functionality, and details of the Mendix Platform to which Customer will have access, as well as the number of Applications that come with such plan.3.2Environments.Applications are required to be deployed to one or multiple environments, for example, in test, acceptance, and production. Types of environments are interchangeable. The number of Applications stated in Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 13/17 the Order refers to the maximum number of production environments. Applications can be deployed to environments in Mendix Cloud, Mendix Cloud Dedicated, Mendix for Private Cloud, or to Mendix for server-based deployment environments.3.3Deployment Options.The Order sets forth the deployment option(s) of Customer’s choice and applicable charges, and may consist of Mendix Cloud (a global public cloud operated by Mendix), Mendix for Private Cloud (a -virtual- cloud based on Kubernetes services from e.g. Microsoft Azure, AWS, and RedHat OpenShift, operated by Customer or Customer’s hosting partners), Mendix Cloud Dedicated (a dedicated single tenant instance of Mendix Cloud operated by Mendix), and/or Mendix for server-based deployment1(a Windows or Linux based deployment managed by Customer or Customer’s hosting partner).3.4Mendix Cloud.Where Customer chooses to deploy and run its Application(s) in Mendix Cloud, the following applies:3.4.1Availability, Accessibility.Siemens undertakes to provide for and operates the cloud infrastructure in order to make the Application(s), including the Application Data, available and accessible for Customer’s Application Users, following the Mendix Platform security obligations (per Section 4 below), and in line with the applicable support and service levels (per Section 6 below).3.4.2Data Privacy Terms.For the purposes of the Mendix Cloud services, Customer consents that Application Data may be processed, hosted, and stored in the available Mendix Cloud region(s) of Customer’s choice (per Section 5 below), at all times in accordance with the Data Privacy Terms, and for these purposes Amazon Web Services, Inc. and its subprocessors listed in the Siemens subprocessor list are considered authorized subprocessors.3.4.3Portability.Customer may retrieve all Application Data and Application Models in accordance with established and reasonable system access procedures at all times during the Subscription Term and at the latest until 30 days have passed following the earlier of the termination of the Agreement or expiration of the Subscription Term, after such period Siemens will have no further obligations to store, preserve, back-up, and/or make the Application Data or Application Models available, and will delete the same save as otherwise required by applicable law.3.4.4Cloud Resources.Each environment deployed in Mendix Cloud requires its own cloud resources capacity unit as further described in the Documentation. The Order sets forth Customer’s Entitlements with regard to cloud resource packs of Customer’s choice.3.5Expert Services.If the Order (or SOW) contains Expert Services, these services will be provided in a competent manner and performed with reasonable skill, care, and diligence, following agile methodologies (characterized by adaptive planning, self-organization, and short turnaround times). No rights can be derived from any statement of work (SOW) or similar type of document stating an expected outcome of any work performed by Siemens. With regard to achievements and outcomes ensuing from Expert Services in the form of (parts of) Application Models, Siemens reserves no rights, unless otherwise agreed between the parties in writing.4 MENDIX PLATFORM SECURITY4.1Mendix Information Security.As of the version of these Mendix Terms, the Mendix information security management system is certified under ISO 9001, ISO 22301, ISO/IEC 27001, ISO/IEC 27017, ISO/IEC 27018, and ISO/IEC 27701, covering the support, maintenance, and the operation of the Mendix Platform and Mendix Cloud. Siemens will implement and maintain an information and security program which is designed to provide at least the same level of protection, as evidenced by the Mendix security controls verified by Siemens’ appropriately skilled and knowledgeable external auditors in its then current (a) SOC 1, Type 2 report, and SOC 2, Type 2 report (for Security, Availability, Confidentiality, and Privacy) at least once every 12 months, (b) ISAE 3000, Type 2 report, and ISAE 3402, Type 2 report at least once every 12 months, (c) certification under ISO 9001, ISO 22301, ISO/IEC 27001, ISO/IEC 27017, ISO/IEC 27018, and ISO/IEC 27701, and, (d) status as a Level 1 Service Provider under PCI DSS, or in each case, such alternative industry standard reports or certifications that are its successor or reasonable alternative (provided that they are at least as protective as the standards set out above) as determined by Siemens. Siemens provides for up-to-date information on its security standards via https://www.mendix.com/trust.4.2Security Portal.At any time during the Subscription Term, Customer will be provided controlled access to a central portal where Customer can find, read, download, and verify relevant assurance reports, bridge letters, and certifications related to the security controls in place for the Mendix Platform and Mendix Cloud via https://app.conveyor.com/profile/mendix, at no additional cost to Customer. Customer acknowledges that these documents serve as valid and sufficient evidence of the existence, adequacy and effectiveness of the security controls in place. Customer will have the right to review and assess these documents to ensure 1Refers to server-based deployment of Customer’s Application and the Mendix Runtime engine on premises; development services like the Mendix Developer Portal, Mendix Marketplace, and Mendix Team Server are provided as a hosted solution.

Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 14/17 compliance with industry standards and applicable regulations. Customer undertakes to rely on the findings and conclusions presented in these documents and it is agreed that in the absence of any known material changes in the controls in scope, as confirmed by Siemens, Customer shall accept the findings presented in such documents without the need for concluding a separate audit and save as otherwise prescribed by regulatory requirements applicable to Customer as an entity subject to any regulator having examination or supervisory rights over Customer or Siemens as the provider of Cloud Services to Customer.5 DATA CENTER LOCATIONS5.1Mendix Cloud Regions.Where Customer chooses to deploy and run its Application(s) in Mendix Cloud, the Application Model and Application Data as a result will be processed, hosted, and stored in the designated region of Customer’s choice. Siemens does not control or limit the regions from which Customer may access or move Application Data. For the most current information on available Mendix Cloud regions consult the Documentation or visit: https://www.mendix.com/evaluation-guide/app-lifecycle/mendix-cloud-overviewand https://docs.mendix.com/developerportal/deploy/mxcloudv4#3-where-will-my-data-be-hosted.5.2Mendix Platform.As of the version of these Mendix Terms, the Mendix Platform Cloud Services are provided from cloud infrastructure and data centers located in the European Union. Siemens may at any time and at its reasonable discretion make use of alternative or additional cloud infrastructure and data center locations to provide the Mendix Platform Cloud Services, which will then be listed in the Documentation.5.3Status Updates.Siemens provides for current status of Mendix services and Mendix Cloud via https://status.mendix.com, including scheduled maintenance notices, and past incident notices.6 SUPPORT AND SERVICE LEVELSSiemens’ technical support for the Mendix Platform and Mendix Cloud, and the applicable service levels are governed by the Cloud Support and Service Level Framework available at https://www.siemens.com/sw-terms/sla, which is incorporated herein by reference with the following Mendix Platform and Mendix Cloud specific deviations:6.1Support and Service Levels Tiers.With regard to Mendix Platform and Mendix Cloud services, Siemens offers support and service levels in 2 tiers only: Standard and Premium. The relevant service levels in relation to the Mendix Platform follow from the applicable Order. All standard packages and pro subscriptions include Standard support levels, whereas Premium support levels (includes enhanced uptime and support) are available for all premium packages and enterprise subscriptions. Support for Applications is not part of the Cloud Support and Service Level Framework.6.2Mendix Support Portal.In addition to Support Center, Siemens offers direct access to the Mendix Support Portal at https://support.mendix.comfor 24/7 online support and submitting support requests, and the Mendix community and forum at https://community.mendix.comfor community-based support.6.3Support Process.After submitting the support request ticket in the Mendix Support Portal, Siemens will analyze the ticket, and, if applicable, undertake to reproduce the incident or evaluate the completeness of the information of a change request. If Siemens determines the root cause of the incident is the Mendix Platform, Siemens will resolve the issue according to the assigned priority level. If the root cause of the incident is deemed to be an external failure (i.e. the root cause is in the Application (Model), Siemens informs Customer and has no obligation to resolve such incident, however, Siemens will use reasonable efforts in supporting Customer to resolve the incident which may include involving Mendix Expert Services (at a fee charged to Customer), and Siemens will seek Customer’s written approval and agreement to pay any related fees before performing such services.6.4Standard Support Hours.The Standard Support Hours are:StandardPremium10 hours (8:00-18:00) x 5 days per weekEST, CET, CST*24 hours x 7 days per week* EST = Eastern Standard Time, CET = Central European Time, CST = China Standard Time6.5Priority Levels.Priority levels are determined based on impact and urgency, as attributable to Siemens as set forth below.ImpactHighProduction incident with a high impact on Customer’s business, impacting (almost) all users.MediumProduction incident with intermediate impact on Customer’s business, impacting a group of users.

Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 15/17 LowTrivial (production) incident with no impact on Customer’s business.UrgencyHighOperational functionality is severely disrupted.MediumOperational functionality is limited disrupted.LowOperational functionality is not/hardly disrupted.UrgencyImpactHighMediumLowHighCriticalHighMediumMediumHighMediumLowLowMediumLowLowIf and where Siemens provides for a workaround solution the priority level can never be higher than Medium. 6.6Customer Response Level.In deviation of Section 2.4 of the Cloud Support and Service Level Framework the following response time and resolution time objectives will be offered:Priority LevelResponse TimesResolution TimesStandardPremiumStandardPremiumCritical< 2 Office Hours< 1 Hour< 8 Office Hours< 4 HoursHigh< 8 Office Hours< 2 Office HoursNext Business DayWithin 8 Office HoursMediumNext Business DayNext Business DayReasonable EffortReasonable EffortLowReasonable EffortNext Business DaySiemens DiscretionSiemens Discretion6.7Mendix Cloud Availability.Section 3 of the Cloud Support and Service Level Framework does not apply with regard to the Mendix Platform cloud components, and the following shall be observed with regard to the availability of and across all Customer’s Applications deployed and run in Mendix Cloud (provided that such Application shall be on a Mendix supported major release version), Siemens commits to the following monthly availability:Monthly AvailabilityStandardPremiumDefault Availability99.50%99.50%Availability with Fallback Environment and Horizontal Scaling 2–99.95%The monthly availability will be calculated as set forth in Section 3.2 of the Cloud Support and Service Level Framework.6.8Regular Maintenance Windows.Siemens regularly releases minor versions of (in general, monthly, includes new features and fixes) and patches to (released on an as-needed basis, includes security fixes and critical bug fixes) the Mendix Platform. Any maintenance in relation to the Mendix Platform will be announced at least 2 weeks in advance. In cases where maintenance needs to be performed related to Mendix Cloud which affect the availability of Customer’s Applications, Siemens will consult Customer to mutually agree a timeslot to perform such maintenance. Exceptions can be made at the sole discretion of Siemens in respect of urgent security updates or issues causing critical production issues or severe security threats.6.9Uptime Support Measures.In deviation of Section 4 of the Cloud Support and Service Level Framework the following framework and processes apply:StandardPremiumBusiness Continuity Window (RTO) 34 Office Hours2 HoursRTO with Fallback Environment and Horizontal Scaling Enabled 4–15 Minutes2Requires Premium Cloud Resource Packs.3RTO = Resolution Time Objective, e.g. disaster impacting single availability zone allowing for cloud services to be stood up or switched to secondary availability zone (“how fast is the App up again?”).4Requires Premium Cloud Resource Packs.

Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 16/17 Data Back-Up (RPO) 5Up to 15 Minutes(available up to 72 hours)Up to 15 Minutes(available up to 72 hours)Data Retention / Standard Back-UpsNightly Back-Ups for 2 WeeksSunday Back-Ups for 3 MonthsMonthly Back-Ups for 1 YearNightly Back-Ups for 2 WeeksSunday Back-Ups for 3 MonthsMonthly Back-Ups for 1 YearA back-up of all Application Data and Application Models is made on a daily basis for all test, acceptance, and production environments for all Customer’s Applications in Mendix Cloud (‘standard back-ups’). Standard back-ups are stored in secure, geographically dispersed locations (secondary data center). The standard back-ups provide for the maximum history for the periods indicated above, counting from 1 day prior (yesterday). All back-ups are made available to Customer through the Developer Portal. Customer is advised to set up an internal protocol for the usage and testing of back-ups.6.10Customer Application Support Exclusion.The Cloud Support and Service Level Framework as amended in these Mendix Terms, describes the support and service levels for the Mendix Platform and Mendix Cloud provided by Siemens. The Mendix Platform allows customers to develop a broad range of Applications which are customer specific by nature in regards to both functionality and the IT architecture/landscape in which they are used. Due to the wide range of Applications developed using the Mendix Platform, such Applications require business and customer specific, and in-depth domain knowledge in order to be supported and managed. Siemens advises to arrange application support within Customer’s delivery organization (or through Mendix partners who sell & service, or build). Siemens can assist delivery organizations in acquiring the right skill set, support them with specialized services or connect customers with partners in the Mendix ecosystem – contact the designated customer success manager. The details of what components of the Mendix Platform are Mendix supported, or supported by a Mendix partner, or a third party, can be found at https://docs.mendix.com/developerportal/support/#support-by-strategy.6.11Escalations.At any time during the Subscription Term, Customer may initiate an escalation after the response or resolution time has lapsed, provided that Customer has followed the standard support process set forth in this SLA while Customer is not satisfied with the level or timeliness of the support services received. Additionally, an escalation should be initiated when there is tangible impact to Customer’s production environment, or there is substantial risk to Customer's business operations. For an issue to be escalated, a support request must be submitted (Siemens does not accept escalations solely based on email or phone communications). The details of the Mendix support escalation process can be found via https://docs.mendix.com/developerportal/support/escalation-management-process.7. City General Provisions7.1 Cyber Liability Insurance. SISW shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by SISW in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.If policy is a claims-made policy such coverage shall be continued for five (5) years following the completion of all services and additional service under this agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. 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 SISW must purchase “extended reporting” coverage for minimum of five (5) years after completion of contract work.7.2 Technology Professional Liability (E&O). SISW shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by SISW under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If policy is a claims-made policy, such coverage shall be 5RPO = Recovery Point Objective for frequency of back-up. Where applicable, data back-up will be done across multiple availability zones in a single region (“how much data is lost?”).

Unrestricted – Mendix Supplemental Terms v2.0 (October 1, 2023) 17/17 continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed.

HDI Global SEwww.hdi.globalHandelsregister: Sitz HannoverHR Hannover B 60320USt-ID-Nr. DE 219828782Vorsitzender des Aufsichtsrats: Torsten LeueVorstand: Dr. Edgar Puls (Vorsitzender),Ralph Beutter, Dr. Mukadder Erdönmez,Dr. Christian Hermelingmeier, Dr. Dirk Höring, David Hullin,Dr. Barbara Klimaszewski-Blettner, Dr. Thomas Kuhnt Certificate of InsuranceThis certificate is issued as a matter of information only and confers no rights upon the certificate holder. It does not amend, extend or alter the coverage afforded by the policy listed below.Name of Insured: Siemens AGAdditional Named Insured: Mendix Inc.USAInsurer: HDI Global SEPostfach 51 03 69D - 30633 HannoverFederal Republic of GermanyCustomer: City of Sacramento915 I Street Sacramento, CA 95814-2614 USAThis is to certify that the insurance policy listed below has been issued to the company or organization named herein as insured and is in force at this time. Regardless of any requirement, contractual agreement or other documentation for which this certificate is being requested or may pertain, the insurance coverage afforded by the captioned policy will be limited to and still subject to its original terms, conditions and exclusions.Type of Insurance: General Liability –comprehensive form – includingProducts/Completed Operations Hazard Extension: IT-Tech e&o Insurance – comprehensive form -providing coverage for financial loss of third parties caused by - IT services (including software development and software services)- use of electronic media- information security breachesPolicy Number: 80-900000-01066Expiration Date: 01.Oct. 2025Limits of Liability:Errors and Ommissions / Professional IndemnityPure financial lossUSD 1.000.000,00 each claimUSD 1.000.000,00 annual aggregatePolicy Territory: worldwideMünchen, 20.11.2024 HDI Global SEUnderwriting HaftpflichtRegion Südostgez. Stefanie Scharinger gez. Barbara Holzinger SCHNE41343
CYD5616705S5,000,000CYBER
CN101547597-ALL-CYBER-24/25
10/01/2025
NYC-011039380-0911/19/202412
5,000,000AGGREGATE10/01/2024PER CLAIM WAIVER OF SUBROGATION IS EFFECTUAL WHERE REQUIRED BY WRITTEN CONTRACT.

DBA MENDIXSIEMENS INDUSTRY SOFTWARE, INC.BOSTON, MA 0221022 BOSTON WHARF ROAD, 8TH FLOORHDI Specialty Insurance Company445 SOUTH STREETMARSH USA, LLC.MORRISTOWN, NJ 07962-1966 N22 BOSTON WHARF ROAD, 8TH FLOORBOSTON, MA 02210SIEMENS INDUSTRY SOFTWARE, INC.DBA MENDIXA