Vallejo City Council
September 8, 2026

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 11 or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City:

Nastassia Santos
Administrative Analyst II
970 Nimitz Ave
Vallejo, CA 94592

If to Consultant:

Sherie Mahlberg, CEO
Restoration Family Counseling
Center Inc. dba Restoration First
Responder Network
313 Kendal Street. Suite B
Vacaville, CA 95688

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified exc ept by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this A greement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California
without regard to its conflicts of law rules . Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 11

28. Ambiguity. The parties acknowledge that this is a negotiated agreement , that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party ’s draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as “ City Information”) which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreem ent for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City I nformation for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or m aintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 11

34. City Representative. The City Representative specified in Exhibit A, or the representative’s designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this A greement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature ; Electronic Signature . This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other part y pursuant to the notice provision of this Agreement . The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments

[SIGNATURES ON FOLLOWING PAGE]

Consultant and Professional Services Agreement (Revised 05-2025) Page 11 of 11

IN WITNESS WHEREOF, the parties have executed this A greement on the day and year shown below the name of each of the parties.

Sherie Malberg

By: ____________________
Sherie Mahlberg
CEO

DATE: __________________

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By: ____________________
Harry E. Black
Interim City Manager

DATE: __________________

ATTEST:

By: ____________________
Dawn G. Abrahamson
City Clerk

APPROVED AS TO FORM:

By: ____________________ for
Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

By: ____________________
Armond Sarkis
Risk Manager

Consultant and Professional Services Agreement (5-2025) Page 1 of 2 Exhibit A – Scope of Work

EXHIBIT A
S

COPE OF WORK

1. R
epresentatives. The City Representative for this Agreement is:

N
astassia Santos
Administrative Analyst II
City of Vallejo – Fire Department
555 Santa Clara Street
Vallejo, CA 94590
707-648-4420
[email protected]
T
he Consultant’s Representative for this Agreement is:

K
atie Gresham
Operations Director
Restoration First Responder Network
313 Kendal Street
Vacaville, CA 95688
707-330-7904
[email protected]
A
ll routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. S
ervices to be Provided . The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. T
ime for Performance. Consultant will perform the services according to the schedule below. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City’s Representative.

Consultant will complete all services by June 30, 2028

Consultant and Professional Services Agreement (5-2025) Page 2 of 2 Exhibit A – Scope of Work

4. No Set Work Hours. Consultant shall be solely responsible for determining the working hours of its individual personnel, employees, agents, and representatives within the limitations otherwise provided in this Agreement.

Exhibit A - Attachment 1

8. Administrative Costs
Administrative costs include contract management, communication, and the insurance and compliance infrastructure required to deliver services safely and lawfully. Administrative compliance activities ensure adherence to state and federal regulations, licensing requirements, and confidentiality standards.

Compensation:
• Administrative Overhead Rate: 7% of total agreement value. • Total Investment: $4,889.

FEE SCHEDULE AND SUMMARY
This Agreement represents a two-year term with a total value of $ 149,458, payable in annual installments of $74,729.

Fee Summary
Estimated
Service Hours/Sessions/Incidents Cost
Proactive Annual Check-Ins 3 days/3 clinicians $16,200
Crisis Response/Critical Incident Stress 1 incident $1,400 Debriefing
Training Services 6 trainings $7,200
Department Visits 24 visits $14,400
Consultation Services 9 hours $2,700
Individual Counseling Sessions 103 sessions $22,660
Travel Estimate 24 hours $5,280
Service Costs $69,840
Administrative Costs 7% of agreement total $ 4,889
Total Annual Cost $74,729
Total 2-Year Contract Cost $149,458
July 1, 2026 -June 30, 2028 Vallejo Fire Department 6

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s ) specified below, for those services set forth in Attachment 1 of Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed One Hundred Forty-Nine Thousand Four Hundred Fifty-Eight Dollars ($149,458.00).

Consultant shall notify City in writing no later than thirty (3 0) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for thos e services set forth in Attachment 1 of Exhibit A of this Agreement and for all author ized reimbursable expenses, in a lump annual sum of Seventy-Four Thousand Seven Hundred Twenty-Nine Dollars ($74,729.00), for a total two-year cost not to exceed One Hundred Forty-Nine Thousand Four -Hundred Fifty-Eight Dollars ($149,458.00), upon satisfactory completion of the services and deliv ery of the work product.

B. Addit
ional Services:

1. Addit
ional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this A greement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. C ity reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees’ appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual A greement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional S
ervices. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B ,

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit B - Compensation
attached hereto and incorporated herein by this reference.

3. C
onsultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. P
ayments to Consultant.

A. P
ayments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. A
ll invoices submitted by Consultant shall contain the following information:

1. D
escription of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number (if issued)

5. Social Security Number or Taxpayer Identification Number

6. Amount of this Invoice (Itemize all Reimbursable Expenses”)

7. Total Billed to Date
C. I
tems shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. C ity shall not be responsible for delays in payment to Consultant resulting from Consultant ’s failure to comply with the invoice format described above.

D. R
equest for payment shall be sent to:

N
astassia Santos
Administrative Analyst II
City of Vallejo Fire Department
970 Nimitz Avenue
Vallejo, CA 94592
[email protected]

5. A
ccounting Records of Consultant . Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit B - Compensation
accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant , their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant ’s profession (Errors and Omission).

2. Minimum Limits of Insurance . Consultant shall maintain limits no less than:

A. General Liability: $2 ,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation and Employer’s Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers ’ Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit C – Insurance Requirements
D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention. Any deductibles 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 of Vallejo , its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant ; premises owned, occupied or used by the Consultant ; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant ’s insurance coverage shall be primary insurance as respects the City of Vallejo , its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

C. 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, agents, or volunteers.

D. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days ’ prior written notice by certified mail, return receipt requested, has been given to the City.

F. The w orkers’ compensation and e mployer’s liability policy required hereunder shall be endorsed to state that the workers’ compensation carrier

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit C – Insurance Requirements
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all sub contractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

11/16/2025
Greystone Insurance Agency
17547 Ventura Blvd., Ste. 204
Encino, CA 91316
Steven Klein
888.705.5181
[email protected]
Restoration First Responder Network LLC
313 KENDAL ST
VACAVILLE, CA 95688
Hartford Underwriters Insurance Co
Certain Underwriters at Lloyd's, London
A Y N 51SBABV80CD 11/16/2025 11/16/2026
2,000,000
1,000,000
2,000,000
2,000,000
4,000,000
4,000,000
A Y N 51SBABV80CD 11/16/2025 11/16/2026
2,000,000
B Professional Liability N N RISE-P-2001502 11/16/2025 11/16/2026 $1,000,000 per occurrence $3,000,000 aggregate
Certificate Holder, its officers, officials, agents, employees and volunteers are named as Additional Insureds but only with respect to liability arising out of the activities of the Named Insured as required by written contract. The CGL policy shall be primary and non-contributory.

City of Vallejo Fire Dept.
970 Nimitz Avenue
Vallejo, CA 94592

THIS BUSINESS LICENSE DOES NOT PERMIT A
BUSINESS THAT IS OTHERWISE PROHIBITED.

Business Name
Business Location
Business Owner(s) License Number
Effective Date
Expiration Date

CITY OF VALLEJO

BUSINESS LICENSE
313 KENDAL ST STE B

RESTORATION FAMILY COUNSELING CENTER
313 KENDAL ST STE B
VACAVILLE, CA 95688-3990
For all inquiries regarding this license, contact HdL
Business Support Center at 707-302-6074.
"For Services Provided in the City of Vallejo, California Only"

RESTORATION FAMILY COUNSELING CENTER,
INC.

RESTORATION FAMILY COUNSELING CENTER
July 01, 2026
June 30, 2027
11717126
RESTORATION FAMILY COUNSELING CENTER :

Thank you for your payment on your City of Vallejo Business License. ALL LICENSES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: [email protected] or by telephone at: (707) 302-6074.

Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license .

This certificate does not entitle the holder to conduct business before complying with all requirements of the Vallejo Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law .

If you have a fixed place of business within the City of Vallejo please display the Business License above in a conspicuous place at the premises. Otherwise, every Business License holder not having a fixed place of business in the City shall keep the Business License upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector .

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender -based discrimination of business establishments. A full notice is available in English or other languages by going to : https://www.dca.ca.gov/publications/ City of Vallejo

BUSINESS LICENSE

BUSINESS LICENSING
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2026
11717126License Number: RESTORATION FAMILY COUNSELING CENTER 313 KENDAL ST STE B
VACAVILLE, CA 95688-3990

TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
2026 - 2027
TAX COLLECTOR’S OFFICE, City Hall, 555 Santa Clara St., Vallejo, CA. This certificate is evidence that the person(s), firm, or corporation named hereon has paid the tax required by Chapter 5.04 of the City of Vallejo Municipal Code for the type of business, the business address and for the period indicated hereon. This certificate is issued without verification that the taxpayer is subject to or exempted from licensing by local, state, Federal or other agencies. Issuance of this certificate is not an endorsement, nor a certificate of compliance with other ordinances or laws, nor an assurance that the proposed use is in conformance with the City ’s building / Fire / Zoning regulations.

Health ServicesBusiness Type

CONSENT CALENDAR 8.N.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Jonathan Goulding, Fire Chief
SUBJECT: ADOPT A RESOLUTION ACCEPTING A $10,000 DIRECT RELIEF GRANT FOR THE

VALLEJO FIRE DEPARTMENT HELICOPTER RESCUE TECHNICIAN PROGRAM AND NOTICE TO AMEND FY 26/27 BUDGET TO REFLECT SAME (STEP 1)

RECOMMENDATION
Adopt a resolution authorizing the acceptance of a $10,000 grant award from Direct Relief and providing notice of an upcoming budget amendment to allow use of the funds (step 1)

REASONS FOR RECOMMENDATION
Approval of this item will allow the City to formally accept the Direct Relief grant award and appropriate the funds (at a future meeting in Step 2) necessary for the purchase of specialized equipment for the Vallejo Fire Department’s Helicopter Rescue Technician Program.

The grant provides an opportunity to enhance the department’s technical rescue capabilities through external funding while avoiding an impact on the City’s General Fund. The requested appropriation will enable the Fire Department to use the awarded funds for the approved equipment purchases specified in the grant agreement and to support future emergency response capabilities.

Acceptance of the grant will also ensure that it meets the requirements of the Direct Relief grant agreement, including appropriate accounting of grant revenues and expenditures and the completion of required grant reporting.

BACKGROUND AND DISCUSSION
The Vallejo Fire Department (VFD) has been awarded a $10,000 grant from Direct Relief to support the purchase of specialized equipment for the department’s Helicopter Rescue Technician (HRT) Program. The grant will provide funding for equipment necessary to support VFD personnel participating in technical rescue operations in partnership with the California Highway Patrol (CHP) Golden Gate Division Air Operations Unit.

The HRT Program is designed to enhance regional emergency response capabilities by enabling trained fire personnel to support helicopter-based rescue operations, including hoist rescues, water rescues, and emergency medical response in locations where traditional access may be delayed or limited. Through this partnership, trained VFD personnel may be deployed aboard CHP aircraft to assist with technical rescue incidents in Vallejo and throughout the greater Bay Area.

The grant award was provided through Direct Relief, a California nonprofit public benefit corporation that supports emergency response and health-related initiatives. The City executed a grant agreement with Direct Relief effective May 13, 2026, for the award amount of $10,000. The grant funds are restricted to the purchase of equipment identified in the approved grant application, including specialized rescue gear such as harnesses, protective equipment, communication accessories, and related equipment necessary for helicopter rescue operations.

Date: September 8, 2026
Subject: ADOPT A RESOLUTION ACCEPTING A $10,000 DIRECT RELIEF GRANT FOR THE

VALLEJO FIRE DEPARTMENT HELICOPTER RESCUE TECHNICIAN PROGRAM AND NOTICE TO AMEND FY 26/27 BUDGET TO REFLECT SAME (STEP 1)

The grant does not fund ongoing personnel costs, staffing increases, or operational expenses associated with the program. Additionally, no grant funds will be expended until the City completes the necessary internal approvals and the Vallejo Fire Department receives authorization to participate in the HRT Program. The department continues to coordinate the required agreements and approvals for participation in the program.

Because the Direct Relief grant was not included in the City’s Fiscal Year 2026-27 Adopted Budget, City Council approval is required to accept the grant funds and appropriate the revenue and corresponding expenditures into the appropriate Fire Department budget accounts. Acceptance of the grant will allow the City to receive the awarded funds and utilize them for the approved equipment purchases. Since this is the first step of the budget amendment process, staff will return at a subsequent City Council meeting requesting adoption of a resolution amending the budget to allow use of the funds.

The grant requires no matching funds from the City. The award provides an opportunity to expand regional emergency response capabilities through external funding while minimizing the impact on the City’s General Fund. Upon completion of the equipment purchases, the Fire Department will maintain documentation of expenditures and submit required grant reporting materials to Direct Relief in accordance with the grant agreement.

FISCAL IMPACT
The recommended action will result in the acceptance of $10,000 in grant revenue from Direct Relief to support the Vallejo Fire Department’s Helicopter Rescue Technician Program.

Staff will return to City Council for step 2 of the budget amendment process, which will increase both estimated grant revenues and corresponding expenditures by $10,000 in the Fiscal Year 2026-27 budget.

There is no required City match associated with this grant award. The grant funds will be used solely for eligible equipment purchases identified in the grant agreement.

ENVIRONMENTAL REVIEW
The action recommended in this report is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it involves the acceptance and appropriation of grant funds and does not authorize any physical construction or activity that may result in a direct or reasonably foreseeable indirect physical change in the environment.

Future activities, if any, associated with the implementation of the Helicopter Rescue Technician Program will be reviewed separately as required by applicable laws and regulations.

ATTACHMENTS

1. HTP Resolution (SW) CAO STAMP

2. GR-3396-2026-5192 Vallejo Fire Department_2026051444

3. Application_Preview_2026-5192 Vallejo Fire Department

CONTACT
Jonathan Goulding, Fire Chief
[email protected]
Brandon Whitney, Fire Captain
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AUTHORIZING ACCEPTANCE OF A $10,000 DIRECT RELIEF GRANT

AWARD FOR THE VALLEJO FIRE DEPARTMENT HELICOPTER

RESCUE TECHNICIAN PROGRAM AND PROVIDING NOTICE OF A
PROPOSED BUDGET AMENDMENT (STEP 1)

WHEREAS, the City of Vallejo Fire Department (VFD) provides emergency response services to the Vallejo community, including fire suppression, emergency medical services, rescue operations, and specialized technical rescue services; and

WHEREAS, the VFD has developed a Helicopter Rescue Technician Program in partnership with the California Highway Patrol (CHP) Golden Gate Division Air Operations Unit to enhance regional technical rescue capabilities, including hoist rescue, water rescue, and emergency medical operations; and

WHEREAS, Direct Relief has awarded the City of Vallejo a $10,000 grant to support the purchase of specialized equipment necessary for the VFD’s participation in the Helicopter Rescue Technician Program; and

WHEREAS, acceptance of the Direct Relief grant award requires City Council approval because the grant revenue and related expenditures were not included in the adopted Fiscal Year 2026–2027 budget; and

WHEREAS, the Direct Relief grant funds will be used strictly for the purchase of specialized rescue equipment identified in the approved grant agreement; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby:

1. ACCEPTS the $10,000 Direct Relief grant award to support the purchase of specialized equipment for the Vallejo Fire Department’s Helicopter Rescue Technician Program; and

2. PROVIDES NOTICE of a proposed Fiscal Year 2026–2027 budget amendment to appropriate $10,000 in grant revenue and corresponding expenditure appropriations within the appropriate Vallejo Fire Department budget accounts, to be formally presented for adoption at a subsequent regular City Council meeting; and

3. AUTHORIZES the City Manager, or designee, to execute all documents necessary to administer the grant award and complete required grant reporting obligations.

[Signatures on Next Page]

Adopted by the City Council of the City of Vallejo at a regular meeting held on September 8, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

: 1 REV. 01.15.21

GRANT AGREEMENT

THIS GRANT AGREEMENT (“Agreement”) is made effective as of May 13, 2026 (“Effective Date”) by and between Direct Relief, a California nonprofit public benefit corporation (“Direct Relief”), with its princip le place of business at 6100 Wallace Becknell Road, Santa Barbara, CA 93117 and CITY OF VALLEJO, a Public Charity, EIN No. 94-6000448 (“Grantee”) with a primary business address of 555 Santa Clara Vallejo, CA 94592 United States. Direct Relief, together with the Grantee, may be referred to as the “Parties” and each a “Party.”

1. Grant. Direct Relief will grant financial assistance to Grantee in the amount of $10,000.00 USD (“Grant”), pursuant to the Funding Schedule set forth in Attachment 1 to this Agreement. The grant period shall begin on the Effective Date and end on the Report Deadline, as defined in Section 3 below (“Grant Period”).

2. Purpose. The purpose of this grant is to support the purchase of specialized equipment for Vallejo Fire Department’s helicopter rescue technician program to enhance regional technical rescue capacity. Grantee may make inquiries concerning the Grant Purpose and this Agreement to the Direct Relief Grant Manager at (805) 879-4354, [email protected].

3. Reporting. Grantee will submit to Direct Relief written report(s) that describe Grantee’s application of funds to the Grant Purpose pursuant to the Reporting Schedule set forth in Attachment 1 to this Agreement. Reporting instructions will be sent to Grantee thirty (30) days prior the Report Deadline. The Report Deadline may be extended upon written request to Direct Relief.

4. Recordkeeping and Evaluation. Grantee will keep adequate books and records to substantiate all expenditures of grant funds and shall make these books and records available for Direct Relief’s review and inspection at reasonable times and comply with all reasonable requests by Direct Relief for information and interviews regarding use of grant funds. Grantee shall keep copies of all relevant books and records and all reports to Direct Relief for at least four years after the Grant Period.

5. Representations, Warranties and Covenants. Grantee represents and warrants that:

(i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

(ii) it is authorized to enter into, execute and fully perform all of the terms and conditions of this Agreement;

(iii) it operates in compliance with all applicable federal, state, local, and foreign laws and regulations, including, without limitation, those related to anti-bribery, anti-corruption, and anti-terrorism; and

(iv) it has been recognized by the U.S. Internal Revenue Service as an organization described in U.S.

Internal Revenue Code section 501(c)(3) and is classified as a public charity described in Code sections 509(a)(1) or (2) and not a supporting organization described in Code section 509(a)(3), or, if Grantee is a foreign registered entity and not subject to the U.S. Internal Revenue Service, Grantee represents and warrants that it qualifies as a qualifying public charity, as defined by the U.S. Internal Revenue Code, and Grantee is therefore equivalent to a U.S. public charity under the laws of its jurisdiction, or, the Grantee is a government entity.

Grantee will provide Direct Relief, upon reasonable request, documentation necessary to verify its U.S. public charity status or foreign equivalency. Grantee will immediately notify Direct Relief of any change in its tax-exempt status or its classification as a public charity or, if applicable, its charitable equivalency determination.

6. Prohibited Uses. Grantee shall not use any portion of the grant funds in a manner inconsistent with the U.S.

Internal Revenue Code Section 501(c)(3), including (i) influencing the outcome of any specific election for Docusign Envelope ID: B0D7B395-4AA6-879F-827B-16DAABE4DB13

: 2 REV. 01.15.21

candidates to public, or (ii) inducing or encouraging violations of law or public policy, or (iii) causing any private inurement or improper benefit to occur.

7. Non-Discrimination. Direct Relief administers aid in a non-discriminatory manner, without regard to race, sex, nationality or religion. Grantee hereby represents and warrants that the Grant funds will not be administered or applied in a manner that adversely discriminates on the basis of race or color, religious creed, national origin or ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, military and veteran status, or sexual orientation. Grantee understands and acknowledges that its violation of this provision shall constitute a material breach of this Agreement.

8. Reallocation or Modification. If the Parties have previously agreed to a budget for the Grant Purpose, Grantee must obtain Direct Relief’s prior written approval to reallocate expenses to new categories or among budget categories if such reallocation exceeds 10% of the Grant or $10, 000 USD, whichever is lower. Approvals for reallocation of expenses, changes in payment or reporting will be made by Direct Relief in its sole discretion and, if approved, memorialized in an addendum to this Agreement.

9. Indemnification. Each Party hereto (the “Indemnifying Party”) hereby agrees to protect, indemnify, defend and hold harmless the other Party (including, as applicable, its agents, officers, employees and contractors) (collectively, the “Indemnified Party”) from and against any and all claims, losses, penalties, expenses, damages, causes of action and liabilities of every type and character, including but not limited to court costs and reasonable attorneys’ fees (through the appellate level), caused by or directly or indirectly arising out of or resulting from the Indemnifying Party’s (i) breach of this Agreement, including the breach of any representation, covenant or warranty made in this Grant Agreement, or (ii) negligent or willful misconduct in connection with this Agreement.

This clause shall survive termination of this Agreement regardless of the reason for termination.

10. Use of Name and Media Releases. The Parties agree to cooperate in promoting the Grant Purpose and raise awareness of the Grantee’s work supported by and related to this Grant.

a. In order to promote the Grant Purpose and Grantee’s work related to the Grant, Grantee grants Direct Relief a non-exclusive, non-assignable right to publicize the Grant and reproduce Grantee’s name, logo and emblem (“Grantee Mark”) during the Grant Period, subject to Section 11 and Section 12 below.

b. In order to promote the Grant Purpose and Grantee’s work related to the Grant, Direct Relief grants Grantee a non-exclusive, non-assignable right to reproduce Direct Relief’s name, logo and emblem (“Direct Relief Mark”) during the Grant Period within the s cope of communicating Direct Relief’s support of Grantee’s work, subject to Section 11 and Section 12 below.

c. Each Party acknowledges that the Grantee Mark and the Direct Relief Mark are the exclusive property of the respective Party and are protected under applicable laws. Neither Party will abuse, infringe, or otherwise violate the other Party’s rights in the Grantee Mark and the Direct Relief Mark as applicable. Breach of this provision is a breach of an essential term of the Agreement. This Section 10 shall survive termination of this Agreement.

11. Public Announcements. No Party will make any public announcement about this Grant that is misleading, inaccurate or presents the other Party in a negative manner. All public announcements will be consistent with, and accurately reflect, the non-profit missions of the Parties and the non-profit, public benefit nature this Grant.

12. No Agency or Representation. Under no circumstances shall the Grantee look to Direct Relief as the Grantee’s employer, or as a partner, an agent, or a principal. Grantee retains sole and absolute discretion and judgement in the manner and means of carrying out the Grant Purpose he reunder. Grantee shall neither have nor shall represent to any party as having any right, power or authority to create any obligation or contract, express or implied on behalf of, in the name of, or binding Direct Relief in any manner for any purpose whatsoever.

13. No Assignment, Pledge or Additional Grants. This Agreement shall not be assigned by Grantee to any third party without the prior written consent of Direct Relief. Grantee may not pledge, encumber, anticipate, or Docusign Envelope ID: B0D7B395-4AA6-879F-827B-16DAABE4DB13

: 3 REV. 01.15.21

otherwise cause any other party to rely upon, any portion of the Grant for the purpose of enabling Grantee to borrow funds or otherwise to incur indebtedness. Direct Relief makes no pledge or commitment to make any additional grant to Grantee, whether for the same or a different purpose.

14. Law and Venue. This Agreement shall be interpreted and governed by the laws of the State of California, without reference to conflict of laws principles, with venue for all purposes proper only in the State of California.

15. Counterparts, Electronic Signatures and Format. This Agreement may be executed in counterparts, each of which shall constitute an original, but both of which, when taken together, shall constitute only one agreement.

This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes. The Parties may store a completed electronic Agreement in a non -editable format, at which time the paper form of this Agreement may be destroyed. Following electronic storage of this Agreemen t, any hard printout of that electronically stored information will constitute an “original” of this Agreement.

DIRECT RELIEF

/S2/____________________________

BY:/N2/____________________________

ITS: /T2/____________________________

CITY OF VALLEJO

/S1/ ________________________

BY:/N1/ ________________________

ITS: /T1/ ________________________

Date:/D2/________________ Date:/D1/________________

Docusign Envelope ID: B0D7B395-4AA6-879F-827B-16DAABE4DB13 5/13/2026
Chief Health Officer
Byron Scott
Interim Fire Chief
5/14/2026
James Rustice

: 4 REV. 01.15.21

ATTACHMENT 1 TO GRANT AGREEMENT

A. FUNDING SCHEDULE:

Payment # Amount Estimated date Contingency
1 $10,000.00 2026-05-22 Execution of this agreement
2 N/A N/A N/A
3 N/A N/A N/A
4 N/A N/A N/A

B. GRANT REPORTING:

Please provide to Direct Relief an update on your project progress and use of the grant funds on the following dates.

Prior to reports being due, Grantee will receive a link for a report format from Direct Relief.

Report # Report due date
1 2027-05-15
2 2026-05-13
3 N/A
4 N/A

Docusign Envelope ID: B0D7B395-4AA6-879F-827B-16DAABE4DB13

Certificate Of Completion
Envelope Id: B0D7B395-4AA6-879F-827B-16DAABE4DB13
Status: Completed
Subject: Direct Relief Grant Agreement / City of Vallejo ID: 10810253
ApplicationName: 2026-5192 Vallejo Fire Department
DocumentType: GrantSNSPartnerAgreement
env: prod
Source Envelope:

Document Pages: 4
Signatures: 2
Envelope Originator:

Certificate Pages: 5
Initials: 0
Ola Kulaga
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
6100 Wallace Becknell Road
Santa Barbara, CA 93117
[email protected]
IP Address: 13.91.33.16
Record Tracking
Status: Original
5/13/2026 2:01:30 PM
Holder: Ola Kulaga
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Byron Scott
[email protected]
Chief Health Officer
Direct Relief
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.176.201.69
Signed using mobile
Sent: 5/13/2026 2:01:33 PM
Resent: 5/13/2026 4:38:17 PM
Viewed: 5/13/2026 4:45:14 PM
Signed: 5/13/2026 4:45:18 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
James Rustice
[email protected]
Interim Fire Chief
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 66.223.107.245
Sent: 5/13/2026 4:45:19 PM
Viewed: 5/14/2026 10:57:17 AM
Signed: 5/14/2026 11:56:18 AM
Electronic Record and Signature Disclosure:

Accepted: 5/14/2026 10:57:17 AM
ID: 944814fb-8c31-41f4-b128-5d2c0548e7e5
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Status
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Carbon Copy Events
Status
Timestamp
Staci Richard
[email protected]
Manager, Emergency Response US
Direct Relief
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2026 11:56:19 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
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5/13/2026 2:01:33 PM
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5/13/2026 4:38:16 PM
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Envelope Updated
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5/13/2026 4:38:16 PM
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5/13/2026 4:38:16 PM
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5/13/2026 4:38:16 PM
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5/13/2026 4:38:16 PM
Certified Delivered
Security Checked
5/14/2026 10:57:17 AM
Signing Complete
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5/14/2026 11:56:18 AM
Completed
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5/14/2026 11:56:19 AM
Payment Events
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Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Direct Relief (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/23/2020 12:56:51 PM Parties agreed to: James Rustice

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Direct Relief:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]

To advise Direct Relief of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Direct Relief
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

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To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

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The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify Direct Relief as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Direct Relief during the course of your relationship with Direct Relief.

Application_Preview_2026-5192 Vallejo Fire Department
Organization Profile
2026-5192 Vallejo Fire Department
Application ID
Emergency Grant Application
Application Type
Send External Emails To:[email protected] City of Vallejo
555 Santa Clara,
Vallejo, CA, United States, 94592
Organization Type: Government Entity
Tax ID Number/EIN: 94-6000448
Country/Countries Served:

Organization History: Established in 1858, the Vallejo Fire Department (VFD) has served the city for over 160 years. Today, it operates as an advanced life support (ALS) provider, responding to more than 19,000 calls annually. Over time, the department has evolved significantly and currently staffs seven of its eight fire stations, along with several specialized units. IAFF Local 1186, founded in 1955, represents the department’s personnel.
2008–2010 Budget Crisis:

Following the 2008 recession and the city’s bankruptcy, the department experienced major staffing reductions and was forced to close several stations, including Stations 21, 22, 27, and 28. Station 28 remains non-operational.

Modern Era:

The VFD operates as a non-transport EMS provider and utilizes a 48/96 schedule, divided into A, B, and C shifts.

Organizational Structure:

Operations: The department currently operates seven engine companies and one truck company.

Mutual Aid: Automatic aid agreements are in place with neighboring cities, including Benicia and Organization Information
2026-5192 Vallejo Fire Department

American Canyon along with the department providing state mutual aid response for large disasters or any OES request.

Recent History:

High Demand: The department is considered one of the busiest in the state, with 2023 marking the highest call volume in its 166-year history.

Staffing Challenges: Since 2008, the department has faced reduced staffing levels while managing an increase of more than 50% in call volume.

Organization Description: Vallejo is a culturally diverse and historic North Bay city with a population of approximately 126,000 residents. Located along San Pablo Bay, about 30 miles north of San Francisco, it serves as a major commuter hub. Known for its maritime heritage and the first state capital in the 1850s, Vallejo is home to historic downtown attractions, Six Flags Discovery Kingdom, and CAL-POLY Solano.

The Vallejo Fire Department employs 108 personnel assigned across the Administration, Suppression, Training, and Prevention divisions. The department responds to 19,000 calls for service annually.

Suppression Division:

The Suppression Division consists of 99 personnel, including Firefighters, Firefighter-Paramedics, Engineers, Captains, and Battalion Chiefs. Staff are assigned across three shifts and seven stations to provide 24/7 coverage to the community. Each shift is led by a Battalion Chief. The division provides fire suppression, emergency medical services (EMS), and rescue operations, along with specialized programs such as hazardous materials (HAZMAT) response, tactical EMS, Urban Search and Rescue (USAR) at the local level and as part of California Task Force 4 (CATF-4), and water rescue.

Training Division:

The Training Division is responsible for delivering ongoing professional development, overseeing the department’s three-year apprenticeship program, coordinating the recruit academy, and managing the department’s EMS program. The division is staffed by one Battalion Chief and one Fire Captain.

Prevention Division:

The Fire Prevention Division manages inspection services, plan review and permitting, fire investigations and reporting, weed abatement, and public education and outreach. The division includes a Prevention Manager, two Inspectors, and one Administrative Secretary.

Organization Website: https://www.vallejo.gov/our_city/departments_divisions/fire_department Mr. Brandon Whitney
Fire Captain
Phone: (707) 567-0944
Email: [email protected]
Application Contact
If awarded, will a fiscal agent accept the funds on your behalf? 2026-5192 Vallejo Fire Department

Contacts
CEO/Executive Director
Please identify the following roles within your organization.

Mr.

CEO Prefix
James
CEO/Executive Director First Name
Rustice
CEO/Executive Director Last Name
Fire Chief
CEO/Executive Director Title
[email protected]
CEO/Executive Director Email Address
1 — United States
Country Calling Code
7076484526
CEO/Executive Director Phone Number
2026-5192 Vallejo Fire Department

Accounting Contact Information
Funding Request
CEO Phone Number Extension
Yes
If awarded a Direct Relief grant, will your CEO/Executive Director be the authorized signee for your grant agreement?
Please provide the contact information for who we can contact for banking information should your grant be approved. Verbal verification of banking information is required prior to issuing any grant funds.

City of Vallejo – Finance Department
Accounts Receivable Name
[email protected]
Accounts Receivable Email Address
1 — United States
Country Calling Code
(707) 648-4592
Accounts Receivable Phone Number
Accounts Receivable BPID
2026-5192 Vallejo Fire Department

Project Description
Helicopter Rescue Technician
Project Name
$10,000.00
Total Amount Requested
This information will help us better understand the timeline and scheduling of your proposed activities.

Please provide the anticipated start date and end date of the project.

May 26, 2026
Start Date
May 27, 2026
End Date
10%
What proportion of this project will Direct Relief funds support? Yes
Have you requested funds from any other organization for this project? CAL-OES, City of Vallejo measure P funds that are pending and AFG which was denied If you have requested funds from any other organization for this project, please provide a brief description of the additional funding purpose.
126000
Approximately how many people does your organization serve annually? 2026-5192 Vallejo Fire Department

Briefly describe the project you are proposing and what you hope to accomplish.

ESTABLISH FORMAL RELATIONSHIP WITH VALLEJO FIRE IN THE CHP AOP IN WHICH FIRE PERSONNEL CAN BE USED AS HRT ON CHP AIRCRAFT. THE CHP AOP WILL USE FD PERSONNEL FOR EXTERNAL LOAD OPERATIONS UTILIZING CHP HELICOPTERS. PERSONNEL WILL BE TRAINED AND DEPLOYED FOR HOIST, WATER RESCUE AND EMS OPS.

Executive Summary
Helicopter rescue technicians will be deployed not only in the city of Vallejo, but any of the greater Bay Area in which a technical rescue is required, delayed or difficult access prolongs or affects ability to access patients for rescue and extraction. This includes inland water, swift water, and surrounding lakes and all land operations that would benefit from rapid EMS hoist operations. An attached video shows an example of the program in a neighboring jurisdiction:
https://www.facebook.com/watch/?v=2310980362449489&vanity=ChpOfficeofAirOperationsAuburnAir Unit&http_ref=eyJ0cyI6MTc3NjQ3MTExNjAwMCwiciI6IiJ9
To which disaster is your organization responding? Where is your organization providing services specific to the disaster?
My organization has had major financial restrictions along with surrounding jurisdictional cuts. Our local Coast Guard office only provides service Monday through Friday 8 to 5 and CHP is only staffed with two personnel. The addition of a helicopter rescue technician provides the ability to add medical, USAR and water safety to the greater surrounding area.

Describe how the crisis affected your organization and its beneficiaries, clients, or patients, as well as the broader community.

This program aims to serve the city of Vallejo and the greater Bay Area region. CHP is a Public entity and does not bill citizens for service. With the addition of this medical evacuation and search and rescue, the services can be performed with no additional cost to the community and an increase in service Describe the target population your project aims to reach. This includes general demographic information and socio-economic context.
2026-5192 Vallejo Fire Department

Estimated number of individuals reached through program activities Budget
Helicopter rescue technician as a partnership between Vallejo Fire Department and CHP Golden Gate Division Air Operations
What specific activities will this funding support?
California Highway Patrol
CHP Golden Gate Division Air Operations unit, based at 3500 Airport Road, Napa, CA Please list any organizations with which you plan to partner during the implementation of the project.

Examples of direct individuals include, but are not limited to, provider visits, screenings, development of treatment plans, etc.
126000
Estimated number of direct individuals reached through program activities Examples of indirect individuals include, but are not limited to, outreach, training, community events, provider team meetings, etc.
7574000
Estimated number of indirect individuals reached through program activities Please provide for your current fiscal year.
2026-5192 Vallejo Fire Department

$35,900,928.00
What is your organization’s annual budget?
City of Vallejo General Fund Overview (FY 2025–2026 & 2026 Projections) Revenue Overview
The General Fund generates approximately $130–$140 million annually, primarily from:

Sales tax
Property tax
Utility user tax, cannabis tax, and service fees
Revenues are volatile, with early 2026 projections showing declines, including:
~$477,000 drop in sales tax
~$206,000 drop in property tax
Additional support comes from federal programs such as the American Rescue Plan Act (ARPA).

Measure P (Local Sales Tax)
A 1-cent sales tax generating about $11.5 million annually Primarily restricted to infrastructure and capital projects (e.g., roads, Bay Trail/Vine Trail, pothole repairs) Helps stabilize funding but cannot be freely redirected to cover operating deficits Spending Breakdown
75–80% of General Fund spending goes to personnel costs (salaries, benefits, overtime) Public safety (Police & Fire) accounts for over half of total expenditures Rising labor costs—especially from new agreements and added positions—are the primary driver of spending growth
Budget Deficits & Financial Pressure
FY 2025–26 shortfall: ~$6.6 million
Projected FY 2026–27 deficit: ~$16–$20 million
Cost pressures include:

Rising wages and benefits
Inflation and reduced consumer spending
Flat or declining revenue growth
Mid-year 2026 reviews confirm a structural deficit, with expenditures consistently outpacing revenues Federal Funding Dependency
Expiring federal grants are creating immediate gaps:

Police staffing previously supported by the COPS Hiring Program (~$1.2M/year) ended June 2025 Fire staffing reductions tied to the **SAFER Grant phase-out What are the main sources of funding for your organization? 2026-5192 Vallejo Fire Department

ARPA-funded staff positions (~$140K) ending
Total impact: ~$2.7 million annual staffing gap (18 positions) The city may pursue an economic hardship waiver but cannot fully absorb costs without cuts Cost-Control Measures
Freezing non-essential hiring
Cutting services and supplies by ~10%
Deferring fleet maintenance
Revising proposed mid-year spending increases to protect core services Ongoing Funding Strategy
Actively pursuing new SAFER and COPS grants
Seeking additional state and federal funding
Conducting mid-year budget adjustments and reallocations Measure P continues to support infrastructure but does not solve operational imbalance Operational Impacts Without Additional Support
Without renewed federal funding, the city faces:

Reduced police and fire staffing
Increased overtime and burnout risks
Slower emergency response times
Fewer patrols and reduced community engagement
Cuts to administrative functions (housing, code enforcement, neighborhood revitalization) Bottom Line
Vallejo faces a persistent structural deficit driven by rising personnel costs and limited revenue growth.

While local measures and cost controls provide partial relief, continued federal support remains critical to maintaining public safety staffing and essential city services.

Program Expenses Budget AllocationDetails Total Costs
10 NRS Extreme SAR GORE-TEX
Dry Suit
Equipment for hoist rescue
and swimmer water rescue
ops.
$1,695.00
10 EXFIL MARITIME RESCUER

HELMET TEAM WENDY
Equipment for hoist rescue
and swimmer water rescue
ops.
$600.00
10 NRS Reactor Rescue Gloves
Equipment for hoist rescue
and swimmer water rescue
ops.
$89.95
Please submit a budget for your proposed project.
2026-5192 Vallejo Fire Department

10 BLACK EAGLE ATHLETIC 2.0 T

HIGH SIDE ZIP
Equipment for hoist rescue
and swimmer water rescue
ops.
$229.00
10 Astral Hiyak Water Shoe
Equipment for hoist rescue
and swimmer water rescue
ops.
$159.95
10 PGI FireLine Multi Mission
Jumpsuit
Equipment for hoist rescue
and swimmer water rescue
ops.
$934.94
10 5.11 EXO.K1 Knee Pads
Equipment for hoist rescue
and swimmer water rescue
ops.
$35.00
10 5.11 EXO.E1 Elbow Pads
Equipment for hoist rescue
and swimmer water rescue
ops.
$30.00
10 497-H TRITON Rescue Harness
Equipment for hoist rescue
and swimmer water rescue
ops.
$1,247.92
10 497-VOT TRITON Vest - FAA
TSO-C13G Approved
Equipment for hoist rescue
and swimmer water rescue
ops.
$742.59
10 Yates 361 Special Forces Full
Body Harness
Equipment for hoist rescue
and swimmer water rescue
ops.
$1,029.99
10 CMC DualCom Radio Harness
Equipment for hoist rescue
and swimmer water rescue
ops.
$189.00
10 CMC Essential Glove
Equipment for hoist rescue
and swimmer water rescue
ops.
$39.00
10 Metolius BELAY GLOVE - FULL
FINGER
Equipment for hoist rescue
and swimmer water rescue
ops.
$44.95
10 5.11 6.6 Pouch
Equipment for hoist rescue
and swimmer water rescue
ops.
$45.00
10 CMC ProTech ™ Aluminum Key-
Lock Carabiners Auto-Lock, Red
w/Keeper
Equipment for hoist rescue
and swimmer water rescue
ops.
$39.00
2026-5192 Vallejo Fire Department

Optional Attachments
10 CMC Pick-Off Strap
Equipment for hoist rescue
and swimmer water rescue
ops.
$79.00
10 Luiton 2 Pack Tactical Radio
Holder Radio Case
Equipment for hoist rescue
and swimmer water rescue
ops.
$51.89
10 OGIO Rig T3 Gear Bag
Equipment for hoist rescue
and swimmer water rescue
ops.
$499.99
10 Kask Super Plasma Helmet with
Internal Aircraft Communications
Equipment for hoist rescue
and swimmer water rescue
ops.
$969.99
10 Kask V2 PLUS VISOR
Equipment for hoist rescue
and swimmer water rescue
ops.
$61.95
10 Kask KL-3 HEADLAMP
Equipment for hoist rescue
and swimmer water rescue
ops.
$195.00
10 Tactical Radio Adapter/PTT for
Headset: NATO/Military Wiring,
Gentex, Ops-Core, OTTO, 3M Peltor
ComTac, XPI, Helicopter, & More -
Motorola: APX (Apex) Series, XPR
Series, SRX2200, & More
Equipment for hoist rescue
and swimmer water rescue
ops.
$270.94
$9,280.05
Total Costs$9,280.05
2026-5192 Vallejo Fire Department

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2027-05-15,2026-05-13,
Progress Report Due Dates
Payment Due Dates
Payment Amounts
Paid Amount
2026-5192 Vallejo Fire Department

$10,000.00
Remaining Balance
2026-5192 Vallejo Fire Department

CONSENT CALENDAR 8.O.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Stephanie Sifuentes, Human Resources Director
SUBJECT: ADOPT A RESOLUTION APPROVING A SERVICE AGREEMENT WITH NEOGOV FOR A NOT TO EXCEED AMOUNT OF $274,704.27 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE SAME ON BEHALF OF THE CITY

RECOMMENDATION
Adopt a resolution approving the 2 year Service Agreement with NeoGov for a not-to-exceed amount of $274,704.27 for renewal of the following modules and subscriptions:
• Position Import Subscription
• eForms Subscription
• New Hire Export Subscription
• Single Sign On Subscription
• Course Management Import (LE) Subscription
• Candidate Text Messaging Subscription
• Learn Subscription
• Employee Import Subscription
• Biddle Online TestGenius Subscription
• Perform Subscription
• Onboard Subscription
• Insight Subscription

REASONS FOR RECOMMENDATION
The City of Vallejo has been using NeoGov for all the modules and subscriptions listed in the Background section, and most recently added the CoreHR, Benefits, Time & Attendance, and Payroll modules to provide a better overall experience and service to our employees.

BACKGROUND AND DISCUSSION
NeoGov is widely used by public-sector agencies for applicant tracking, onboarding, performance management, and workforce analytics. The City currently utilizes NeoGov as its primary talent-management platform. The NeoGov renewal includes the following modules and subscriptions with each playing a distinct role in improving efficiency, compliance, data accuracy, and service delivery within HR and across all departments. Collectively, these modules and subscriptions will reduce manual data entry and eliminate redundant processes, enhance the candidate and employee experience, strengthen data accuracy across all modules, support workforce planning and operational reporting, modernize training, onboarding, and performance management workflows.
• Position Import Subscription
• eForms Subscription

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING A SERVICE AGREEMENT WITH NEOGOV FOR A NOT TO EXCEED AMOUNT OF $274,704.27 AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME ON BEHALF OF THE CITY

• New Hire Export Subscription
• Single Sign On Subscription
• Course Management Import (LE) Subscription
• Candidate Text Messaging Subscription
• Learn Subscription
• Employee Import Subscription
• Biddle Online TestGenius Subscription
• Perform Subscription
• Onboard Subscription
• Insight Subscription

Renewing the NeoGov agreement ensures continuity of critical HR functions and compliance with HR best practices. NeoGov remains the most cost-effective and operationally compatible solution for the City's HR needs. Transitioning to an alternative system would require substantial staff time, data migration, and retraining.

FISCAL IMPACT
If the City Council approves the agreement, there will be no additional fiscal impact on the City, as sufficient funding is available within Project FIN007 - Enterprise Resource Planning Budget.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution (Onboard Renewal) CAO Stamp

2. NEOGOV SERVICES AGREEMENT CAO STAMP

3. NeoGov Order Form (Onboard & Insight) REVISED

CONTACT
Stephanie Sifuentes, Human Resources Director, (707) 648-4363 [email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF VALLEJO APPROVING A SERVICE AGREEMENT WITH
NEOGOV FOR A NOT-TO-EXCEED AMOUNT OF $274,704.27

AND NOTICE OF INTENT TO AMEND THE FISCAL YEAR BUDGET
TO APPROPROPRIATE EXPENDITURE OF $134,342.83 AND

AUTHORIZE THE CITY MANAGER TO EXECUTE THE AGREEMENT

ON BEHALF OF THE CITY

WHEREAS, NeoGov is a premier software used by public agency human resources departments throughout the United States; and

WHEREAS, the City of Vallejo has been using NeoGov for its onboarding and recruitment services since 2019; and

WHEREAS, it is the desire for City management to increase efficiencies in various human resources processes to better serve our employees; and

WHEREAS, the current Enterprise Resource Planning (ERP) system cannot support the functionality of a HR Information System (HRIS) component; and

WHEREAS, a HRIS will support our operational efficiency goals by automating how we manage employee information with the Core HR, Benefits, Payroll & Payroll Services, and Time & Attendance modules it will reduce the errors of manual data entry, and by replacing our current payroll software with a more efficient system will provide better service to our employees; and

WHEREAS, NeoGov is widely used by public-sector agencies for applicant tracking, onboarding, performance management, and workforce analytics. The City currently utilizes NeoGov as its primary talent-management platform; and

WHEREAS, the NeoGov renewal includes the following modules and subscriptions with each playing a distinct role in improving efficiency, compliance, data accuracy, and service delivery within HR and across all departments; and

WHEREAS, Collectively, these modules and subscriptions will reduce manual data entry and eliminate redundant processes, enhance the candidate and employee experience, strengthen data accuracy across all modules, support workforce planning and operational reporting, modernize training, onboarding, and performance management workflows.

WHEREAS, renewing the NeoGov agreement ensures continuity of critical HR functions and compliance with HR best practices. NeoGov remains the most cost-effective and operationally compatible solution for the City's HR needs. Transitioning to an alternative system would require substantial staff time, data migration, and retraining.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Vallejo does hereby approve the Services Agreement with NeoGov in the amount of $274,704.27 and authorizes the City Manager to execute the Services Agreement on behalf of the City.

Adopted by the City Council of the City of Vallejo at a regular meeting held on , with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR

ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

1 Approved as to form:

By: for
Veronica Nebb, City Attorney

SERVICES AGREEMENT

V052226

Customer agrees that by placing an order through a NEOGOV standard ordering document or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).

“Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) the date of Customer signature on an applicable Order Form; or (ii) use of the Services commences for the Initial Term or Renewal Term, as applicable (the “Effective Date”).

2. SaaS Subscription. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application set forth on an Order Form and subsequently made available by NEOGOV to Customer. NEOGOV may make written service specifications or technical documentation available to Customer ("Service Specifications"). Service Specifications describe the SaaS Applications as a general matter, are provided for informational purposes only, do not constitute representations or warranties, and are not incorporated into this Agreement unless expressly attached as an exhibit and incorporated by reference herein. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder under the Order Form. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, Customer shall not access, and shall not permit any third party to access, the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

3. Customer Responsibilities.

a) Managing the Subscription. Customer may use the Services in a manner consistent with the terms of this Agreement.

Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Services to the Customer.

2 b) Managing Authorized Users.

i) Authorized Users. Customer is responsible for: (A) managing the Authorized Users on its account on the Services, and (B) each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement. Customer is solely in control of the individual permissions on the Customer’s account. Authorized Users may be designated by department, division, or business unit of Customer (each, a “Permitted Division”) on the applicable Order Form or in writing to NEOGOV, and in such case, Authorized Users shall access and use the Services solely for the benefit of their designated Permitted Division(s). Customer shall not reassign Authorized Users across Permitted Divisions, or permit Authorized Users to access Customer Data of any other division, department, or business unit, without NEOGOV’s prior written consent, and any such expansion may be subject to additional fees.

ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Services; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Services, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services.

a) Professional Services. “Professional Services” shall mean consulting, implementation and/or training services concerning the SaaS Applications as detailed in an Order Form or NEOGOV Scope of Work (“SOW”). Each Order Form or SOW will describe the work to be performed, fees, and any applicable milestones, dependencies, and technical specifications.

Professional Services are subject to the Professional Services Addendum available on the NEOGOV Site and incorporated herein. Order Forms or SOWs must be signed by Customer before NEOGOV commences work. If Customer executes a separate SOW, this Agreement and its incorporated documents (including the Professional Services Addendum) will control in the event of any conflict. NEOGOV retains all right, title, and interest in and to any deliverables, tools, know-how, or other materials developed, created, or provided in connection with the Professional Services, excluding Customer Data.

b) Implementation. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User administrators grasp the system. Implementation is conducted off-site unless otherwise agreed in the Order Form. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.

c) Product Documentation; Training Materials. “Product Documentation” means all user guides, training, implementation materials, and Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV grants Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute the Product Documentation internally via non-public platforms during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training is conducted by self-review of online materials. NEOGOV’s pre-built online training consists of tutorials introducing standard features and functions (the “Training Materials”), which may be used as reference material by Customer Personnel.

3 5. Payment Terms.

a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance. For multi-year Terms, the fees for the first year shall be invoiced upon execution and the fees for future years shall be invoiced annually in advance of each subsequent 12 month period unless otherwise set forth on the Order Form, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order Form. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least sixty (60) days’ notice prior to commencement of a Renewal Term. New pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.

b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor.

c) Disputed Invoices. If Customer, in good faith, disputes any portion of an invoice, Customer shall notify NEOGOV in writing within ten (10) days after the invoice date, describing the nature of the dispute in reasonable detail; otherwise, the invoiced amounts shall be deemed accepted. Customer shall timely pay all undisputed portions of the invoice. The parties shall cooperate in good faith to promptly resolve any disputed amounts, and any amounts ultimately determined to be payable to NEOGOV shall be due within ten (10) days after resolution and may accrue late fees from the original due date.

d) Purchase Orders. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement. Failure by NEOGOV to reference a Customer purchase order number on an invoice shall not relieve Customer of its obligation to pay amounts due when invoiced, and issuance or acceptance of a purchase order is not a condition precedent to NEOGOV’s right to payment.

6. Term and Termination. Either party may terminate this Agreement at any time when there is no Order Form then in effect by giving the other party thirty (30) days written notice.

a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of their respective obligations hereunder, unless it is terminated earlier in accordance with this Agreement. The initial term of the SaaS Subscriptions shall be as specified in the Order Form and shall remain in effect for the term specified therein (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Services. Customer may purchase certain Services independently of other Services. Customer’s obligation to pay for any Services is not contingent on performance of any other Service or delivery of any other Services.

4 b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following the non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, or regulation. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance; Modifications; Support Services.

a) Maintenance, Updates, Upgrades. NEOGOV manages the hardware and software infrastructure for the Services, which may be hosted or operated by third-party service providers. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to Customer.

b) Support. NEOGOV shall provide support for the Services in accordance with the Service Level Agreement made available on the NEOGOV Site, which is hereby incorporated herein by reference and made part of this Agreement (the "SLA"). Support hours, response times, priority classifications, and escalation procedures are governed by the SLA. To the extent of any conflict between this Section and the SLA, the SLA shall control.

c) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation. NEOGOV has no obligation to maintain or support any beta, trial, proof of concept, or evaluation features or services, which are provided “as is” and may be modified or discontinued at any time.

9. NEOGOV Intellectual Property.

a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. All use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.

b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). All Feedback shall be the sole and exclusive property of NEOGOV and may be used by NEOGOV in any way without restriction or obligation to Customer.

10. Data Processing and Privacy.

a) Customer Data. “Customer Data” shall mean all data provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services to Customer including Personnel data collected, loaded

5 into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a worldwide, limited, non-exclusive, royalty-free license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services. Upon notice to Customer, NEOGOV reserves the right to delete Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.

b) Platform Data. “Platform Data” shall mean aggregated, anonymized, de-identified, or statistical data derived from the access to, use of, operation, or performance of the Services, including usage patterns, feature utilization, system interactions, performance metrics, analytics, trends, benchmarking data, and market or workforce insights. Platform Data does not identify Customer, any individual, or any user and cannot reasonably be used to do so. NEOGOV may use Platform Data for lawful business purposes, including to operate, support, improve, benchmark, and develop its products and services. NEOGOV will not attempt to re-identify Platform Data. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data.

c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data (as defined in the DPA). In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA will control.

d) Data Responsibilities.

i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards, consistent with industry standards, for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures designed for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing.

ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all Customer Data, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, disclosure and transfer of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing or described in the Product Documentation, Customer shall not maintain any financial, health, payment card, or other similar sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.

e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification. NEOGOV’s notice and any related communications are not an admission of fault or liability. Each party shall be responsible for its own obligations under applicable breach notification laws. If applicable law requires notice to affected individuals, regulators, or others, the Customer shall be responsible for notices relating to its relationship with such individuals unless otherwise required by law or finally determined to be the legal responsibility of NEOGOV.

f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term using the existing features and functionality of the Services. If Customer cannot export or delete Customer Data using such features and functionality, NEOGOV will, upon Customer's written request, make the Customer Data available for export or destroy it. If Customer requires export in a format other than that provided by NEOGOV, such services will be subject to a separate agreement on a time and materials basis. Except as otherwise

6 required by applicable law, NEOGOV will have no obligation to maintain or provide Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer is solely responsible for determining its data retention obligations under applicable law, and NEOGOV disclaims all liability in connection with such determination.

To the extent Customer retains Customer Data on NEOGOV's systems beyond any applicable legally required retention period, NEOGOV disclaims all liability in connection therewith, including any claims related to loss or destruction of such data. Notwithstanding the foregoing, NEOGOV may retain copies of Customer Data in system backups to the extent required by applicable legal or regulatory obligations or for the establishment, exercise, or defense of legal claims, provided that any such retained data remains subject to the confidentiality and security obligations set forth herein until deleted.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein and disclaims all liability in connection with the Third Party Services. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.

a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without a duty of nondisclosure and without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors, and its professional advisors (including legal counsel and auditors), who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein, or are otherwise bound by statutory, regulatory, or professional obligations of confidentiality.

c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by court order or subpoena to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.

a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument

7 or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (i) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Services without violating any third party’s proprietary or privacy rights, including Intellectual Property rights; (ii) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (iii) Customer will use the Services in compliance with all laws, rules, regulations, and this Agreement.

c) Service Performance. NEOGOV's service performance obligations are governed exclusively by the SLA made available on the NEOGOV Site, which is hereby incorporated herein by reference and made part of this Agreement. The SLA version in effect as of the Order Form execution date shall govern Customer's subscription for the applicable Term. The remedies set forth in the SLA constitute Customer's sole and exclusive remedy, and NEOGOV's entire liability, for any failure by NEOGOV to meet its service performance obligations. NEOGOV makes no representations or warranties regarding service performance beyond those expressly set forth in the SLA.

d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.

e) Disclaimer of Actions Caused by and/or Under the Control of Internet and Cloud Service Providers. NEOGOV DOES

NOT AND CANNOT CONTROL THE FLOW OF DATA OVER THE INTERNET OR THROUGH THIRD PARTY

CLOUD, HOSTING, TELECOMMUNICATIONS, STORAGE, OR OTHER INFRASTRUCTURE PROVIDERS,

INCLUDING PROVIDERS USED TO HOST, STORE, PROCESS, TRANSMIT, OR SUPPORT THE SERVICES (SUCH AS AWS OR SIMILAR PROVIDERS). SUCH FLOW DEPENDS IN LARGE PART ON THE

PERFORMANCE AND AVAILABILITY OF INTERNET CONNECTIVITY AND THIRD PARTY SYSTEMS AND SERVICES THAT ARE OUTSIDE NEOGOV’S CONTROL. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES MAY IMPAIR OR DISRUPT CUSTOMER’S ACCESS TO OR USE OF THE SERVICES.

ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.

ACCORDINGLY, NEOGOV DISCLAIMS LIABILITY FOR ANY DELAYS, INTERRUPTIONS, OUTAGES, DATA

TRANSMISSION FAILURES, STORAGE FAILURES, LOSS OF CONNECTIVITY, OR OTHER PERFORMANCE

ISSUES CAUSED BY OR RESULTING FROM SUCH THIRD PARTY SERVICES OR INFRASTRUCTURE PROVIDERS.

f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

g) Artificial Intelligence and Machine Learning. Artificial Intelligence and Machine Learning. NEOGOV may incorporate artificial intelligence and machine learning features within the Services. AI features will be disclosed within the Services interface. Customer may enable, disable, or configure each AI feature within its subscription in accordance with the controls made available by NEOGOV, which may vary by feature. The parties' rights and obligations regarding AI features are governed by the AI Addendum made available on the NEOGOV Site, which is hereby incorporated herein by reference and made part of this Agreement. The version of the AI Addendum in effect on the date Customer first activates any AI feature under this Agreement shall govern for the duration of the then-current Term, unless otherwise

8 agreed in writing. NEOGOV shall retain the governing version of the AI Addendum on file and shall provide a copy to Customer upon written request.

14. Indemnification.

a) Customer Indemnity. To the extent permitted by applicable law, including laws providing for the sovereign immunity of government entities or limiting governmental liability, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement.

b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.

i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination.

ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.

iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.

c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.

a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (iv) COST OF REPLACEMENT GOODS OR SERVICES; (v) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (vi) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE

DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH

9 LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY,

SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM

CUSTOMER IN CONNECTION WITH THIS AGREEMENT UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

NOTWITHSTANDING THE FOREGOING. THE LIMITATION SET FORTH IN THIS SECTION 15b) DOES NOT

APPLY TO ANY THIRD PARTY CLAIMS ARISING OUT OF THE NEGLIGENCE OR WILLFUL ACTS OF NEOGOV. FURTHER IT DOES NOT APPLY INTELLECTUAL PROPERTY CLAIMS AND SHALL NOT

REDUCE THE COVERAGE OF ANY APPLICABLE INSURANCE POLICY FOR ANY CLAIM OR LIABILITY ARISING FROM THIS AGREEMENT IN ANY FORM WHATSOEVER.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall, to the extent permitted by applicable law, reimburse NEOGOV for its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Notice may be provided via email to Customer’s designated contact or via in-application notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service. NEOGOV’s discontinuation of such Service shall not materially reduce the core functionality of the applicable Service during the notice period.

18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, citizen engagement or other human resource or public safety related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert.

NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features. Customer is solely responsible for obtaining all necessary consents from message recipients, providing legally required notices, honoring opt-out requests, and ensuring that any use of text messaging features complies with all applicable laws, rules, and industry standards (including, where applicable, the Telephone Consumer Protection Act).

19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as a customer of NEOGOV and use Customer’s name, logo, and trademarks for identification, reference, and marketing purposes, including on NEOGOV’s website, customer lists, sales materials, and promotional materials, subject to any reasonable trademark usage guidelines provided by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or

10 slowdowns, vandalism or cyber-attacks, (j) failures or delays of cloud hosting providers or telecommunications carriers; or (k) any other cause beyond the reasonable control of such party.

21. Independent Contractor; Service Providers; Subcontractors; Cloud Providers.

a) Independent Contractors. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

b) Service Providers; Subcontractors. NEOGOV may use third parties, affiliates, contractors, and service providers in connection with the provision of the Services, including providers of hosting, cloud, infrastructure, security, software, staffing, development, maintenance, administrative, consulting, operational, or other general support services (“Service Providers”), and subcontractors specifically retained to perform customer-specific professional services under an applicable Statement of Work (“Subcontractors”). For purposes of this Agreement, a party shall not be deemed a Subcontractor unless expressly engaged to perform customer-specific services under a Statement of Work. NEOGOV may engage Service Providers without notice to or consent from Customer. Unless otherwise specified in this Agreement, NEOGOV remains responsible for the performance of the Services and will ensure that any Service Provider or Subcontractor with authorized access to Customer Data is bound by written confidentiality and data protection obligations materially no less protective than those set forth herein. Nothing herein limits NEOGOV’s obligations regarding subprocessors under the DPA.

c) Cloud Providers. NEOGOV may use cloud infrastructure providers and other subprocessors in connection with the Services, and Customer acknowledges that it is commercially reasonable for Customer to rely on the security processes and measures utilized by such providers.

22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If Customer subscribes to any product, module, functionality, or service that is subject to supplemental or product-specific terms, Customer agrees to the applicable addendum(s), policies, or supplemental terms made available on the NEOGOV Site, which are incorporated herein by reference.

23. General.

a. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California.

b. Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive.

c. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i)

11 Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form, or to such other address as either party may designate by notice as provided herein.

d. Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.

e. Electronic Delivery. The parties agree that signatures and records in electronic form are valid and enforceable.

Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing an original signature.

f. Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void.

g. Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Headings are for convenience only and do not affect interpretation. As used herein, “including” means “including without limitation.”

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.

Customer GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD,
LLC (D/B/A Agency360)
Entity Name:

Signature:

Signature:

Print Name:

Print Name:

Date:

Date:

12 Exhibit A
Government Customer Addendum

If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements to the extent permitted by the applicable Open Records laws.

5. Sovereign Immunity. Nothing in this Agreement is intended to waive, nor shall be construed as a waiver of, any immunities, defenses, privileges, or limitations of liability available to Customer under applicable law, including sovereign or governmental immunity.

6. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, and universities) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement.

Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

13 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent either (a) Customer utilizes a system integration between the Services and an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”), or (b) Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities. Customer will implement appropriate administrative, physical, and technical safeguards to protect the API and any credentials or secrets used to access it, including limiting access by least privilege, storing secrets securely, and using industry-standard transport encryption (e.g., TLS 1.2 or higher) for all integrations.

Customer will ensure that any third-party vendors or developers involved with Customer Applications are bound by written obligations no less protective than those in this Agreement. Customer will promptly, and in no event later than seventy-two (72) hours after discovery, notify NEOGOV of any actual or suspected security incident involving the API, Customer Applications, or credentials that could affect the Services or Customer Data, and will cooperate with NEOGOV’s reasonable incident response and remediation efforts. Customer will maintain reasonable integration and access logs and make them available to NEOGOV upon reasonable request for the purpose of investigating security, performance, or abuse issues.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of

14 performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control. NEOGOV is not responsible for changes to or outages of third-party systems, networks, or services; Customer is responsible for making any changes to Customer Applications necessitated by such third-party changes.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services. API keys and other authentication credentials are NEOGOV Confidential Information. Customer must keep credentials secure, not share them outside of Authorized Users with a need to know, and store them using industry-standard secret management. Customer will rotate and/or regenerate credentials as reasonably required by NEOGOV security guidelines and will immediately notify NEOGOV of any actual or suspected compromise, cooperating in any investigation and remediation. Customer is responsible for all use of the Open API under its credentials.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate, suspend, throttle, or otherwise limit, in whole or in part, Customer access to Open APIs in NEOGOV’s sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. For non-emergency termination or suspension unrelated to a breach, security, legal, or operational risk, NEOGOV will use reasonable efforts to provide advance notice. Termination or suspension of access to the Open API will not, by itself, terminate any paid Services under an Order Form, which will continue in accordance with their terms.

Subscription Service

THIS IS NOT AN INVOICE

Contract Records Order Details
Account Number: A-698458 Order #: Q-474184
Customer: Vallejo, City of (CA) Valid Until: 6/1/2026
Effective Employee Count: 510
Sales Rep: Renewals Team
Customer Contact
Billing Contact: Vallejo, City of (CA) Shipping Contact : Vallejo, City of (CA) Stephanie Sifuentes Stephanie Sifuentes
Billing Address: 555 Santa Clara St. Shipping Address: 555 Santa Clara St.

Vallejo, CA 94590 Vallejo, CA 94590
Billing Contact Email: [email protected] Shipping Contact Email: [email protected] Billing Phone: (707)648-8606 Shipping Phone: (707)648-8606 Payment Terms
Payment Term: Net 60 Notes:

PO Number:

July 2026

Item Type Start Date End Date Qty. License Type Total (USD) Position Import Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$3,354.75
eForms Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$17,508.00
New Hire Export (IN+ON Data)
Subscription
Recurring 7/1/2026 6/30/2027 510 Employee
Based
$1,957.47
Single Sign On Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$1,622.00
Course Management Import (LE)
Subscription
Recurring 7/1/2026 6/30/2027 510 Employee
Based
$3,354.75
Candidate Text Messaging
Subscription
Recurring 7/1/2026 6/30/2027 510 Employee
Based
$1,492.07
Learn Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$26,612.00
Employee Import Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$3,354.75
Biddle Online TestGenius Subscription Recurring 7/1/2026 6/30/2027 1 Employee Based
$21,976.52
Perform Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$27,818.85
Onboard Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$10,274.48

Item Type Start Date End Date Qty. License Type Total (USD) Insight Subscription Recurring 7/1/2026 6/30/2027 510 Employee Based
$15,017.19
July 2026 TOTAL: $134,342.83

July 2027

Item Type Start Date End Date Qty. License Type Total (USD) Position Import Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$3,572.81
eForms Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$17,508.00
New Hire Export (IN+ON Data)
Subscription
Recurring 7/1/2027 6/30/2028 510 Employee
Based
$2,084.71
Single Sign On Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$1,727.43
Course Management Import (LE)
Subscription
Recurring 7/1/2027 6/30/2028 510 Employee
Based
$3,572.81
Candidate Text Messaging
Subscription
Recurring 7/1/2027 6/30/2028 510 Employee
Based
$1,589.05
Learn Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$26,612.00
Employee Import Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$3,572.81
Biddle Online TestGenius Subscription Recurring 7/1/2027 6/30/2028 1 Employee Based
$23,404.99
Perform Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$29,627.08
Onboard Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$11,096.44
Insight Subscription Recurring 7/1/2027 6/30/2028 510 Employee Based
$15,993.31
July 2027 TOTAL: $140,361.44
Total: | $274,704.27

This price does NOT include any sales tax. Total in USD Additional Terms and Conditions:

License Terms: Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above. User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number of items that Customer has licensed as set forth in the quantity column.

Payment Terms: All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this Order Form are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such

applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made to Governmentjobs.com, Inc., (D/B/A NEOGOV).

Terms & Conditions: This Order Form creates a legally binding contract between the parties. Unless otherwise agreed in a written agreement between GovernmentJobs.com, Inc. (d/b/a NEOGOV) and Customer, this Order Form and the services provided hereunder are subject to the terms and conditions located at https://www.neogov.com/service-specifications (the “NEOGOV Site”), together with all addenda, exhibits, policies, and supplemental terms posted on or referenced in the NEOGOV Site, including, as applicable, the product addenda corresponding to the products subscribed to under this Order Form; professional services addenda applicable to any purchased professional, implementation, onboarding, configuration, or setup services; data processing terms; service level terms; AI-related terms; and other service-specific terms and policies, all of which are incorporated herein by reference.

Find a copy of our W-9 here.

Special Condition:

1. Section 15.b) (Cap on Monetary Liability) of the Agreement is amended to add the following sentence at the end thereof: "Notwithstanding the foregoing, the limitation set forth in this Section 15.b) does not apply to (i) third-party claims arising out of the gross negligence, willful misconduct, or fraud of NEOGOV, or (ii) claims arising from NEOGOV's infringement of a third party's intellectual property rights. All other terms and conditions of the Agreement remain unchanged."

Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.

Accepted and Agreed By: Vallejo, City of (CA) Signed By NEOGOV:

Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Date: Date:

THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL

CONSENT CALENDAR 8.P.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Lance David, I.T. Director
SUBJECT: ADOPT A RESOLUTION APPROVING A THREE-YEAR AGREEMENT WITH CIVIC PLUS FOR SEECLICKFIX 311 CRM SOFTWARE MAINTENANCE, SUPPORT, AND ENHANCED SYSTEM INTEGRATIONS IN AN AMOUNT NOT TO EXCEED $78,251.11 IN

A FORM TO BE APPROVED BY THE CITY ATTORNEY AND AUTHORIZE THE CITY

MANAGER TO EXECUTE THE SAME

RECOMMENDATION
Adopt a Resolution approving a three-year agreement with CivicPlus for the SeeClickFix 311 CRM software maintenance, licensing, support, and enhanced system integrations in an amount not to exceed $78,251.11, and authorize the City Manager to execute any necessary administrative documents consistent with the agreement.

REASONS FOR RECOMMENDATION
These enhancements improve the efficiency of service request management by connecting customer requests with the City's asset management and GIS platforms. The integrations reduce duplicate data entry, improve data accuracy, enhance reporting capabilities, and provide a scalable foundation for future technology initiatives.

BACKGROUND AND DISCUSSION
Background

The City currently utilizes the CivicPlus SeeClickFix 311 Customer Relationship Management (CRM) platform to allow residents to submit non-emergency service requests through the City's website and mobile application. Earlier this fiscal year, the City renewed and paid its annual subscription for the SeeClickFix platform.

Following that renewal, the Information Technology Department determined that additional API integrations were needed to support the City's CentralSquare Enterprise Asset Management (EAM) system and Geographic Information System (GIS). Because these services were not included in the original renewal, CivicPlus issued a revised three-year Statement of Work. Council approval is required to amend the agreement to include the additional services.

Discussion

The revised agreement increases the contract amount to include new API integrations that expand the functionality of the City's SeeClickFix platform and improve interoperability between City systems.

The additional services include:

CentralSquare Enterprise Asset Management (EAM) API Integration – Automatically transfers SeeClickFix service requests into the City's asset management system, improving work order tracking and reducing

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING A THREE-YEAR AGREEMENT WITH CIVIC PLUS FOR SEECLICKFIX 311 CRM SOFTWARE MAINTENANCE, SUPPORT, AND ENHANCED SYSTEM INTEGRATIONS IN AN AMOUNT NOT TO EXCEED $78,251.11

IN A FORM TO BE APPROVED BY THE CITY ATTORNEY AND AUTHORIZE THE

CITY MANAGER TO EXECUTE THE SAME

manual data entry.

ArcGIS API Integration – Integrates service requests with the City's GIS platform, enabling location-based mapping, reporting, and analytics.

Organization API Access – Provides secure API access to support future integrations and business process automation.

These enhancements improve the efficiency of service request management by connecting customer requests with the City's asset management and GIS platforms. The integrations reduce duplicate data entry, improve data accuracy, enhance reporting capabilities, and provide a scalable foundation for future technology initiatives.

FISCAL IMPACT

The total cost of the revised three-year agreement with CivicPlus is $78,251.11, which includes annual software licensing, maintenance, technical support, and the addition of application programming interface (API) integrations for the City's CentralSquare Enterprise Asset Management (EAM) system and Geographic Information System (GIS). The contract costs are as follows:

Fiscal Year Amount
Year 1 $25,316.6
1 Year 2 $26,076.1
1 Year 3 $26,858.3
9 Total $78,251.1
1 Funding for the agreement is available within the Information Technology Department's adopted operating budget. The increase over the previously approved annual renewal is attributable to the addition of the CentralSquare EAM and GIS API integrations, which enhance interoperability between City systems and improve operational efficiencies. Future annual subscription costs will be included in the Information Technology Department's operating budget through the City's annual budget process.

ENVIRONMENTAL REVIEW
The proposed action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it involves administrative activities that will not result in a direct or indirect physical change in the environment.

ATTACHMENTS

1. Resolution Approving Revised Seeclickfix Agreement - CAO Stamp

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING A THREE-YEAR AGREEMENT WITH CIVIC PLUS FOR SEECLICKFIX 311 CRM SOFTWARE MAINTENANCE, SUPPORT, AND ENHANCED SYSTEM INTEGRATIONS IN AN AMOUNT NOT TO EXCEED $78,251.11

IN A FORM TO BE APPROVED BY THE CITY ATTORNEY AND AUTHORIZE THE

CITY MANAGER TO EXECUTE THE SAME

2. CA - Vallejo - 3 Year Renewal

CONTACT
Lance David, I.T. Director
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING A REVISED THREE-YEAR AGREEMENT WITH CIVICPLUS FOR THE SEECLICKFIX 311 CUSTOMER RELATIONSHIP MANAGEMENT (CRM) PLATFORM IN AN AMOUNT NOT TO EXCEED $78,251.11, IN A FORM APPROVED

BY THE CITY ATTORNEY AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME
WHEREAS, the City utilizes the CivicPlus SeeClickFix 311 Customer Relationship Management (CRM) platform to manage resident service requests; and WHEREAS, the revised agreement includes additional Application Programming Interface (API) integrations with the City's CentralSquare Enterprise Asset Management (EAM) system and Geographic Information System (GIS); and
WHEREAS, sufficient funds are available in the Information Technology Department's adopted operating budget.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Vallejo approves a revised three-year agreement with CivicPlus including software licensing, maintenance, technical support, and API integrations in an amount not to exceed $78,251.11 subject to approval as to form by the City Attorney and authorizes the City Manager to execute the same and to execute all other documents necessary to implement the agreement.

PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting held on the ___ day of __________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US

Statement of Work
Quote #: Q-125163-1
CivicPlus Pricing
Approval Date:
5/11/2026 8:37 AM
Expires On: 7/4/2026

Client:

City of Vallejo, CA
Bill To:

VALLEJO CITY, CALIFORNIA

SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Maggie Brown [email protected] Net 30

Recurring Service(s)
QTY PRODUCT NAME DESCRIPTION 12 Month
Value

1.00 Request Annual Renewal SeeClickFix 311 CRM Annual License USD 15,505.17

1.00 CRM: Platform IdP Integration
Annual Fee Renewal
Platform IdP Integration Annual Fee USD 1,736.44

1.00 SeeClickFix 311 CRM Connector
for ArcGIS (1-way) Renewal
One-way integration to a Feature Service within ArcGIS
to display your SeeClickFix 311 CRM service request
data in internal reports, public maps and Open Data
Portals
USD 1,575.00

1.00 SeeClickFix 311 CRM
Organization API
License for access to the private SeeClickFix 311 CRM
Organizational API. This does not include custom
development or consultation services.

USD 1,500.00

1.00 SeeClickFix 311 CRM Connector
for CentralSquare EAM (Lucity)
SeeClickFix 311 CRM hosted integration with
CentralSquare EAM (Lucity) service requests (not work
orders). Requires Lucity Citizen Portal REST API.

USD 5,000.00
Initial Term 5/15/2026 - 5/14/2029, Renewal
Term 5/15 each calendar year
Initial Term Invoice Schedule Year One Annual Total invoiced upon the signature date of this Agreement, subject to proration if the
term begins at signing. Subsequent Annual Totals
invoiced every 12 months starting at Renewal Term.

Annual Subscription One Time Fees Annual Total

Year One USD 25,316.61 USD 0.00 USD 25,316.61
Year Two USD 26,076.11 USD 26,076.11
Year Three USD 26,858.39 USD 26,858.39
Subtotal USD 78,251.11
Annual Recurring Services Starting Year 4 USD 27,664.15 Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date
Annual Uplift 3% to be applied in year 2
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legal- stuff (collectively, the "Binding Terms"). By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW.

Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive the applicable invoice according to the terms of the invoicing schedule outlined herein.

Client may issue purchase orders for its internal, administrative use only, and not to impose any contractual terms. Any terms contained in any such purchase orders issued by the Client are considered null and will not alter the Binding Terms, the Agreement or this SOW.

Acceptance of Quote # Q-125163-1

The undersigned acknowledges having read, understood, and agreed to be bound by the binding terms and conditions incorporated into this SOW. This SOW shall become effective as of the date of the last signature below (“Effective Date”).

For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/

Authorized Client Signature

CivicPlus

___________________________________
By (please sign):

___________________________________
By (please sign):

___________________________________
Printed Name:

___________________________________
Printed Name:

___________________________________
Title:

___________________________________
Title:

___________________________________
Date:

___________________________________
Date:

___________________________________
Organization Legal Name:

___________________________________
Billing Contact:

___________________________________
Title:

___________________________________
Billing Phone Number:

___________________________________
Billing Email:

___________________________________
Billing Address:

___________________________________
Mailing Address: (If different from above)

___________________________________
PO Number: (Info needed on Invoice (PO or Job#) if
required)

CONSENT CALENDAR 8.Q.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Lance David, I.T. Director
SUBJECT: ADOPT A RESOLUTION APPROVING A FIVE-YEAR AGREEMENT WITH SELECTRON TECHNOLOGIES, INC. FOR UTILITY INTERACTIVE VOICE RESPONSE (IVR),

OUTBOUND NOTIFICATION SERVICES, AND BUILDING IVR MAINTENANCE IN A

FORM APPROVED BY THE CITY ATTORNEY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

RECOMMENDATION
Adopt a Resolution approving a five-year agreement with Selectron Technologies, Inc. for the implementation and maintenance of the City's Utility Interactive Voice Response (IVR) system, outbound notification services, and on-premise building IVR maintenance in an amount not to exceed $206,466, in a form approved by the City Attorney and authorizing the City Manager to execute same, including any necessary non-substantive amendments consistent with the approved agreement, and available budget.

REASONS FOR RECOMMENDATION
Approval of the proposed agreement will ensure the continued operation and maintenance of the City's Utility Interactive Voice Response (IVR) system, which provides residents with 24-hour access to utility payment and customer self-service functions. The agreement also modernizes the City's IVR platform with enhanced functionality, improves system reliability, and supports future integration with the City's CentralSquare Finance Enterprise system, while providing predictable long-term pricing and ongoing vendor support.

BACKGROUND AND DISCUSSION
Background
The City utilizes Selectron Technologies' Interactive Voice Response (IVR) system to provide automated utility payment processing and customer self-service capabilities. The current agreement is due for renewal, and staff has identified the opportunity to modernize the platform by migrating to Selectron's hosted Relay IVR solution, which provides enhanced functionality, improved reliability, and continued vendor support. The agreement also includes maintenance of the City's existing Building IVR system.

Discussion
The proposed agreement provides a five-year hosted IVR solution that includes automated utility payment processing, English speech recognition, Spanish language support, outbound customer notifications, software maintenance, technical support, and future integration with the City's CentralSquare Finance Enterprise system. The hosted platform will improve customer service by providing reliable 24-hour self-service capabilities while reducing ongoing maintenance of the City's legacy infrastructure. The agreement also includes discounted pricing for the five-year commitment, resulting in a total contract amount of $206,466.

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING A FIVE-YEAR AGREEMENT WITH SELECTRON TECHNOLOGIES, INC. FOR UTILITY INTERACTIVE VOICE RESPONSE (IVR),

OUTBOUND NOTIFICATION SERVICES, AND BUILDING IVR MAINTENANCE IN A

FORM APPROVED BY THE CITY ATTORNEY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

FISCAL IMPACT

The proposed five-year agreement with Selectron Technologies, Inc. has a total cost of $206,466 for hosted Utility Interactive Voice Response (IVR) services, outbound notification services, software maintenance, technical support, and continued maintenance of the City's Building IVR system. The agreement includes annual subscription and maintenance costs over the five-year term.

Funding for this agreement is included in the adopted Fiscal Year 2026-27 budgets of the Water Department and the Planning and Development Services Department. Future annual costs will be incorporated into each department's operating budget and are subject to annual budget appropriations by the City Council.

ENVIRONMENTAL REVIEW
The proposed action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it involves administrative activities that will not result in a direct or indirect physical change in the environment.

ATTACHMENTS

1. Resolution approving Selectron Agreement- CAO STAMP

2. MSHA-City of Vallejo CA Utility IVR Outbound Building On Prem Maint Renewal 06 2026

CONTACT
Lance David, I.T. Director
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney

CITY OF VALLEJO
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING A FIVE-YEAR AGREEMENT WITH SELECTRON TECHNOLOGIES, INC. FOR UTILITY INTERACTIVE VOICE RESPONSE (IVR) SERVICES,

OUTBOUND NOTIFICATION SERVICES, AND BUILDING IVR MAINTENANCE IN AN AMOUNT NOT TO EXCEED $206,466, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME
WHEREAS, the City utilizes Selectron Technologies' Interactive Voice Response (IVR) system to provide automated utility customer services; and
WHEREAS, the proposed agreement provides hosted IVR services, outbound notifications, software maintenance, technical support, and continued Building IVR maintenance; and WHEREAS, funding for the agreement is included in the adopted budgets of the Water Department and the Planning and Development Services Department.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves a five-year agreement with Selectron Technologies, Inc., in an amount not to exceed $206,466, in a form approved by the City Attorney (including any non-substantive amendments, and authorizes the City Manager to execute same.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Vallejo held on the ___ day of __________, 2026.

109738\153265\46611157.8
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this “Agreement”) by and between Selectron Technologies, Inc., an Oregon corporation having a principal place of business at 13535 SW 72 nd Avenue Suite 200, Portland, OR 97223, and its successors and assigns (“Selectron”), and City of Vallejo CA (“Licensee”).

Recitals
Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to certain software and materials, identified more particularly in this Agreement as the “Licensed Software”; and Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron’s application hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.

Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following terms and conditions, which set forth the rights, duties and obligations of the parties:

Agreement

1. Definitions
For purposes of this Agreement, the following terms shall have the following meanings. Any capitalized terms used in this Agreement that are not defined in this Section 1 shall have the meaning given to them elsewhere in this
Agreement.

1.1 “Aggregate Data ” means information,
data, and statistics about a group of individuals,
organizations, or transactions that cannot be used to
identify Licensee or a particular individual, e.g. volume, number of payments, average length of a call.

1.2 “Authorized User” means an employee,
contractor, or subcontractor that Licensee provides with access to the Licensed Software.

1.3 “Customer Tools ” means the Licensed
Software components and interfaces that, as described in the Documentation , are designed and intended to be
accessed by customers of Licensee through an application that is set up and maintained as part of the Services and/or Licensee’s website.

1.4 “Derivative Work” shall mean a new or
modified work that is based on or derived fr om a
preexisting work, including, without limitation, a work that in the absence of a license, would infringe the Intellectual Property Rights associated with such preexisting work.

1.5 “Documentation” shall mean the
standard documentation for the Licensed Sof tware, as
generally provided by Selectron to its other customers.

1.6 “End User ” shall mean Licensee’s
customers.

1.7 “Intellectual Property Rights ” shall
mean all rights associated with (a) patents, designs,
algorithms, and other industrial property rights; (b) works of authorship, including copyrights, “moral rights”, and derivative works thereof; (c) the protection of trade and industrial secrets and confidential information;
(d) Trademarks (as defined herein); (e) all other
intellectual and industrial property rights (of every kind and nature throughout the world and however
designated), whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, divisions, continuations, renewals,
extensions, divisions, and re -issuances of any of the foregoing, now existing or acquired in the future.

1.8 “Licensed Software ” shall mean,
collectively, (a) the software programs that are listed in Exhibit A and further described in Exhibit C ; (b) the Documentation; and (c) any Updates.

1.9 “Licensee Data” means structured data
about and identifiable to customers of Licensee, including without limitation data about transactions between such

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customers and Licensee, (a) that Licensee provides to
Selectron to enable Selectron to provide the Licensed
Software and the Services, (b) that Selectron collects from Licensee’s customers to facilitate payments by those
customers to Licensee, or (c) that Selectron otherwise
collects or creates, including by automated means, in the course of perfor ming the Services or providing the
Licensed Software to Licensee.

1.10 “PCI Data ” means Cardholder Data
(including, without limitation, Primary Account Number, cardholder name, expiration date, and Service Code) and Sensitive Authentication Data (including without limitation full magnetic stripe data or the equivalent on a chip,
CAV2/CVC2/CW2/CID, PINs/PIN block), as such terms are
defined by the PCI Security Standards Council.

1.11 “Security Incident ” means a breach of
security resulting in an unauthorized third p arty gaining access to Licensee Data if (a) such breach creates a
substantial risk of harm to Licensee or any individual(s) and (b) the Licensee Data was accessed in unencrypted, usable, or readable form or it is reasonably likely that the
unauthorized third party has acquired or will acquire the decryption key or other means of converting the Licensee Data to readable or usable form.

1.12 “Services” means the outbound call
management, customization, training, set -up,
configuration, or other services listed in Exhibit A and further described in Exhibit C hereto, the Technical
Support Services, and any other services Selectron
provides to Licensee as described herein.

1.13 “Technical Support Services” means the
maintenance and technical support services described in Exhibit B hereto.

1.14 “Term” shall have the meaning set forth
in Section 11.1.

1.15 “Trademarks” shall mean (a) the
trademarks, trade names, and service marks used by a
party, whether registered or unregistered; (b) the
respective stylistic marks and distinctive logotypes for such trademarks, trade names, and service marks; (c) such
other marks and logotypes as either party may designate from time to time in writing; and (d) the goodwill
connected with the use of and symbolized by any of the
foregoing.

1.16 “Updates” shall mean any modifications,
error corrections, bug fixes, new releases, or other updates of or to Licensed Software, including the Documentation, that may be provided or otherwise made available
hereunder by Selectron to Licensee during the Term.

1.17 “Work Product” means any and all work
product, deliverables, materials, drawings, works of
authorship, creative works, designs, inventions,
documentation, methods, processes, techniques,
software, reports, or data created or developed by
Selectron in the course o f performing the Services or
providing the Licensed Software, excluding Licensee Data.

2. Grant of License; Restrictions

2.1 Grant of License to Use Licensed
Software. Subject to the terms and conditions of this
Agreement, including the End User License Agreemen t
(“EULA”) attached hereto as Exhibit D which is
incorporated into and made a part hereof, and the timely payment of all fees hereunder, Selectron hereby grants to Licensee a non -exclusive, nontransferable,
nonsublicensable, limited license, during the Ter m, to access and use the Licensed Software solely in accordance with the Documentation and the EULA and solely for
Licensee’s own internal business use. Except as set forth in this Section 2.1 or the EULA, no other right or license of any kind is granted by Selectron to Licensee hereunder
with respect to the Licensed Software.

2.2 Software Restrictions. Licensee hereby
acknowledges and agrees that it shall not use the Licensed Software for any purpose other than the purpose for which Selectron has developed the Licensed Software, and that it shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules, and regulations. In the event of any violation of this Section 2.2 or the terms of the EULA by Licensee or any person Licensee provides with access to the Licensed Software (whether or not such
person is an Authorized User), Selectron may terminate
this Agreement in accordance with Section 11.2, and shall be entitled to equitable relief in accordance with
Section 12.5.

2.3 Data Restrictions . Selectron hereby
acknowledges that the Licensee Data may contain
sensitive, personally -identifiable information. Selectron will not disclose Licensee Data to any third-party except as required to perform its obligations under this Agreement (e.g., transmittal of PCI Data to Licensee’s designated payment gateway) and will maintain and use the Licensee Data only for purposes of performing its obligations under this Agreement. Except as ot herwise expressly provided herein, Selectron will promptly delete any Licensee Data

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that Licensee requests in writing to be deleted (except for data retention required by law).

2.4 Rights in Aggregate Data.

Notwithstanding Section 2.3, Selectron may, (a) during the term of this Agreement generate Aggregate Data and (b)
during and after the term of this Agreement, retain, use, publish, and otherwise disclose Aggregate Data without
restriction, so long as the Aggregate Data is disclosed in a form in which it cannot be used to identify Licensee or any particular individual(s).

3. Deliverables and Services

3.1 Services. Selectron shall perform the
Services described in Exhibit A and Exhibit C and the Technical Support Services described in Exhibit B in
accordance with the terms of this Agreement.

3.2 Delivery, Testing, and Acceptance. All
deliveries of equipment or physical goods required under this Agreement shall be F.C.A. Selectron’s facilities.

Selectron shall provide Licensee with the Documentation and access to the Licensed Software according to the
delivery, testing, and acceptance schedule and terms and conditions set forth in Exhibit A and Exhibit C. Unless a testing period of different duration is set forth in Exhibit A or Exhibit C or Selectron otherwise agrees to a different duration, Licensee shall have a testing period of thirty (30) days from the date of delivery of any Licensed Software, including any customized Licensed Software, to inspect
and test the Licensed Software. If Licensee provides
Selectron with written notice during the applicable testing period describing the Licensed Software’s failure to
substantially comply with the limited warranty set forth in Section 7.2 in sufficient detail to enable Selectron to reproduce such failure, the Service Fees for the non -
conforming Licensed Software shall be suspended until
Selectron corrects any such substantial non-conformity. If Licensee does not provide such notice during the testing teriod, the Licensed Software shall be deemed accepted, and Licensee’s sole remedy for any non-conformance shall be the Technical Support Services provided hereunder.

3.3 Authorized U sers; Licensee
Identification and Passwords . Except as provided in
Section 3.4, Licensee shall not permit any person to access the Licensed Software other than Authorized Users. Each individual natural person shall be a separate Authorized User for purposes of this Agreement. Licensee shall create or request that Selectron create unique log-in credentials, consisting of a “User Identification” and “User Password”, for each individual Authorized User who shall be accessing the Licensed Software. Licensee hereby acknowledges
that Licensee and its Authorized Users bear sole
responsibility for protecting the confidentiality of all User Passwords and shall remain fully responsible and liable for (and Selectron shall not be responsible or liable for) any unauthorized use of any User Identifications or User
Passwords. Licensee shall not share or disclose, and shall not permit any Authorized User to share or disclose, su ch Authorized User’s log -in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. A User Identification may not be
transferred from one Authorized User to another
Authorized User. Licensee shall promptly terminate (or cause to be terminated by requesting that Selectron
terminate) the User Identification for any individual who ceases to be an Authorized User for any reason, including without limitation due to termination of such individual’s employment with Licensee. Licensee shall promptly notify Selectron if it discovers or suspects that any log -in
credentials have been accessed or used by any person
other than the Authorized User to which such log -in
credentials were granted, in which case Selec tron shall promptly reset or provide Licensee with a means of
resetting the password associated with such log -in
credentials.

3.4 Customer Tools. Licensee may permit its
End Users to access and use the Customer Tools solely
through Licensee’s website and/or a n application that is set up and maintained as part of the Services, and solely for the intended purpose of such Customer Tools as
described in the Documentation.

3.5 Hosting. During the Term, Selectron
and/or its designees shall host and maintain the Licens ed Software, and provide access thereto, subject to the terms and conditions of this Agreement and the EULA.

3.6 Updates, Maintenance, and Technical
Support. During the Term, Selectron shall provide
Licensee with Updates as they are made generally
available by Selectron to its other customers, as well as maintenance and technical support, in accordance with
the terms and conditions set forth in Exhibit B. Any Update provided or made available by Selectron hereunder shall be deemed part of the Licensed Softw are and shall be
subject to the terms and conditions of this Agreement.

3.7 Other Modifications to the Licensed
Software. Licensee understands and agrees that Selectron may make modifications and updates to the Licensed
Software from time to time. Selectro n may determine in its sole discretion whether to provide such modifications

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and updates to Licensee and its other customers as an
Update hereunder, or whether such modifications and
updates will be issued as a separate or new product or
premium version of the Licensed Software that is available only at an additional charge.

3.8 Further Licensee Obligations . Licensee
shall be solely responsible for acquiring and maintaining, at its own expense, the necessary equipment and Internet and telecommunication service s required to access the
Licensed Software and the Services. Licensee
acknowledges that Selectron shall have no obligation to assist Licensee in using or accessing the Licensed Software or the Service except as expressly set forth in this
Agreement.

3.9 Additional Services Due to Security
Incidents. In the event Licensee is subject to a security breach, ransomware attack, or other incident effecting its network, hardware, data, or other systems, and such
incident is not caused by Selectron or the Licensed
Software and is not related to the Licensed Software,
Selectron shall have no obligations under this Agreement to provide any support or assistance in responding to,
investigating, mitigating, or remediating such incident.

Selectron may, in its sole discretion, provide Licensee with such support or assistance, but such support or assistance is not included in the Services or Technical Support
Services, and would require a separate purchase order (or equivalent documentation) and payment as agreed to by
Selectron.

4. Fees and Payment

4.1 Service Fees. Licensee shall pay to
Selectron service fees (“Service Fees”) in the amounts and according to the terms and conditions set forth in
Exhibit A. In addition to the payment of Service Fees, unless different terms are provided for in Exhibit A ,
Licensee agrees to reimburse Selectron for all actual,
documented and reasonable travel and out -of-pocket
expenses incurred by Selectron in connection with the
performance of any Services.

4.2 Payment Terms. Unless different
payment terms are set forth in Exhibit A , all fees and expenses payable hereunder shall be due thirty (30) days from the date of invoice, and any amounts not paid when due will incur late f ee charges at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, calculated on a daily basis. If any amounts are past due and outstanding, Selectron reserves the right to suspend the licenses granted hereunder ,
suspend access to the Licensed Software, and discontinue the Services until all outstanding amounts are paid.

Selectron is entitled to recover all costs of collection, including attorney’s fees and related expenses.

4.3 Disputed Amounts. Any disputed
charges must be presented by Licensee to Selectron in
writing within fifteen (15) days of the date of invoice, and the parties agree to cooperate in good faith to promptly resolve any disputed invoice within fifteen (15) days of Selectron’s receipt of Licensee’s written notice of dispute.

In the event Licensee disputes any amounts invoiced by
Selectron in good faith, the undisputed amount shall be paid when due, and only disputed amounts shall be
withheld pending resolution of the dispute. If payment of a disp uted amount has already been made and later
resolution of the dispute is in Licensee’s favor, a credit will be issued by Selectron to Licensee on the next invoice.

4.4 Fee Increases. During the Initial Term,
the Service Fees set forth in Exhibit A shall apply. After the Initial Term (as defined in Section 11.1 below), Selectron may increase or change its fees by providing Licensee with notice of such increase or change at least ninety (90) days prior to the effective date of such increase or change.

Licensee’s sole alternative to such fee increase or change shall be to terminate this Agreement by providing notice of termination to Selectron within twen ty (20) days after receipt of the notice of price increase or change, which termination will become effective thirty (30) days after such written notice of termination.

4.5 Taxes. All prices set forth in this
Agreement are in U.S. Dollars and are exclusive of any
applicable taxes. Unless Licensee can provide, on
Selectron’s request, Selectron with certification of its then- current tax-exempt status, Licensee shall pay, indemnify, and hold Selectron harmless from all import and export
duties, customs fees, levies, or imposts, and all sales, use, value added, or other taxes or governmental charges of
any nature, including penalties and interest, and all
government permit or license fees assessed upon or with respect to any products sold, leased, or licensed to
Licensee and any services rendered to Licensee; provided, however, that Licensee shall not be responsible for paying any taxes imposed on, or with respect to, Selectron’s
income, revenues, gross receipts, personnel, or real or personal property or other assets.

5. Proprietary Rights
As between Selectron and Licensee, Selectron and/or its licensors own and shall retain all right, title and interest,

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including, without limitation, all Intellectual Property Rights in and to the Licensed Software and any Work
Product resulting from performance of the Services and
any portions thereof, including without limitation any copy or Derivative Work of the Licensed Software (or any
portion thereof) and any Updates and upgrades thereto.

Licensee agrees to take any acti on reasonably requested by Selectron to evidence, maintain, enforce, or defend the foregoing. Licensee shall not take any action to jeopardize, encumber, limit, or interfere in any manner with
Selectron’s or its licensors’ ownership of and rights with respect to the Licensed Software or Service, or any
Derivative Work or Update or upgrade thereto. The
Licensed Software and any Work Product are licensed, not sold, and Licensee shall have only those rights in and to the Licensed Software and Work Product an d any Derivative
Work or Update or upgrade thereto as are expressly
granted to it under this Agreement, including the EULA.

6. Proprietary Information
During the Term of this Agreement and after the
termination of this Agreement, the parties will take all steps reasonably necessary to hold the other party’s
Proprietary Information in confidence, will not use the disclosing party’s Proprietary Information in any manner or for any purpose not expressly set forth in this
Agreement, and will not disclose any such Proprietary
Information to any third party without the disclosing
party’s express prior written consent; provided, however, that each party (the “ receiving party ”) may disclose
Proprietary Information of the other party (the “disclosing party”) (a) to such receiving party’s employees, directors, officers, contractors, and agents (collectively,
“Representatives”) who have a need to know such
information and who have been advised of and have
agreed to comply with the confidentiality restrictions
contained in this Section 6 and (b) to such third parties as are authorized or directed by the disclosing party in
writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. “Proprietary Information” belonging to a disclosing party includes, but is not limited to, such disclosing party’s (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know -how,
improvements, discoveries, developments, designs, and
techniques; (b) information regarding its plans for
research, development, new products, marketing and
selling, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensat ion of
employees, and (d) other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the information or the circumstances surrounding its disclosure, is regarded by the disclosing par ty as confidential. Proprietary
Information includes reports, analyses, notes, and other information or materials that contain or are derived using the disclosing party’s Proprietary Information, even if developed in whole or in part by the receiving party.

For clarity, information about the Licensed Software,
including information about its features, functionality, and pricing, are and shall remain the Proprietary Information of Selectron. For further clarity, Licensee Data is and shall remain the Proprietary Information of Licensee.

Notwithstanding the foregoing, information will not be
considered to be Proprietary Information if (a) it is readily available to the public other than by a breach of this
Agreement; (b) it has been rightfully received by the
receiving party from a third p arty without confidentiality limitations; (c) it has been independently developed by the receiving party without reference to or use of the
disclosing party’s Proprietary Information; or (d) it was rightfully known to the receiving party prior to its first receipt from the disclosing party. The receiving party shall be entitled to disclose the disclosing party’s Proprietary Information if required by law or a judicial order; provided that the receiving party first provides prompt notice of the required disclosure to the disclosing party, and complies with any protective or similar order obtained by the
disclosing party limiting the required disclosure.

Nothing in this Section 6 shall prevent Licensee from
complying with public records laws.

7. Representations and Warranties; Warranty
Disclaimer.

7.1 Mutual Representations . Each party
represents and warrants to the other party that the
execution, delivery and performance of this Agreement
(a) is within its corporate, municipal, or governmental powers, as the case may be (b) has been duly authorized by all necessary corporate, municipal, or governmental
action on such party’s part, and (c) does not and shall not contravene or constitute a default under, and is not and shall not be inconsistent with, any law, regulat ion,
judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party.

7.2 Limited Software Warranty and
Exclusive Remedy. Subject to the limitations set forth in this Agreement, Selectron represents and warrants to
Licensee that the Licensed Software, when used in

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accordance with the Documentation, shall throughout the Term substantially conform to the functional specifications in such Documentation. If Licensee finds what it
reasonably believes to be a failure of the Lic ensed
Software to substantially conform to the functional
specifications in the Documentation, and provides
Selectron with a written report that describes such failure in sufficient detail to enable Selectron to reproduce such failure, Selectron shall use commercially reasonable
efforts to correct or provide a workaround for such failure at no additional charge to Licensee in accordance with
Exhibit B hereto. EXCEPT FOR THE EXPRESS WARRANTY

ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE
TO LICENSEE “AS IS ” AND “AS AVAILABLE.” SELECTRON

MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR

DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR

USE OF THE LICENSED SOFTWARE SHALL BE
UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ORAL OR

WRITTEN INFORMATION OR ADVICE PROVIDED BY

SELECTRON, ITS AGENTS, OR ITS EMPLOYEES, SHALL

CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE

SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS
AGREEMENT. This Section states the entire liability of Selectron and the sole and exclusive remedy of Lice nsee with respect to any breach of the foregoing express
warranty.

7.3 Limited Services Warranty and
Exclusive Remedy. Subject to the limitations set forth in this Agreement, Selectron warrants that the Services shall be performed in a professional and workmanlike manner.

Selectron’s sole obligation, and Licensee’s exclusive
remedy for breach of the foregoing warranty, is that
Selectron shall use its commercially reasonable efforts to re-perform the Services or otherwise cure such breach. If, in Selectron ’s sole judgement, curing the breach is not commercially feasible, Selectron shall credit Licensee for a portion of the fees allocable to the affected period of time that is proportionate to the period the Services or
Licensee’s ability to access or use th e Licensed Software was impaired.

7.4 Disclaimer of Other Warranties . THE
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND
SECTION 8.5 CONSTITUTE THE ONLY WARRANTIES MADE

BY SELECTRON WITH RESPECT TO THE LICENSED

SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT
MATTER OF THIS AGREEMENT. SELECTRO N MAKES NO

OTHER, AND HEREBY DISCLAIMS ALL OTHER,

REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF

ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT

OR BY OPERATION OF LAW), OR STATUTORY, WITH

RESPECT TO THE LICENSED SOFTWARE, THE SERVICES, OR
ANY OTHER SUBJ ECT MATTER OF THIS AGREEMENT.

SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR

CONDITIONS OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT,

AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF

DEALING, COURSE OF PERFORMANCE, OR USAGE OF
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE

OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE

ERROR-FREE OR SECURE, OR THAT OPERATION OF THE

LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND

HEREBY DISCLAIMS ANY AND ALL LIABILITY IN
CONNECTION THEREW ITH. LICENSEE ACKNOWLEDGES

THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION 8.5
OF THIS AGREEMENT.

7.5 Defects Not Covered by Warranties .

Selectron shall have no obligations under Section 7.2 to the extent any nonconformance or failure of, or error in, the Licensed Software is caused by (a) use of any
attachment, feature, hardware, software, or device in
connection with the Licensed Software, or combination of the Licensed Software with any other materials or service, unless the combination is perfo rmed by Selectron;
(b) transportation, neglect, misuse, or misapplication of the Licensed Software, or any use of the Licensed Software that is not in accordance with this Agreement, the EULA, and/or the Documentation; (c) alteration, modification, or enhancement of the Licensed Software, except as may be
performed by Selectron; (d) failure to provide a suitable use environment for all or any part of the Licensed
Software; or (e) failure to maintain systems and
environments that are compatible with Updates.

8. Security

8.1 Internet Security. Selectron’s Licensed
Software is made available through the Internet and may be used to access and transfer information over the
Internet. Licensee is solely responsible for the security and integrity of information it transf ers from the Licensed Software, if any. Selectron makes no representations or warranties to Licensee regarding (a) the security or privacy of Licensee’s network environment, or (b) any non-
Selectron third-party technologies’ or services’ ability to meet Licensee’s security and privacy needs. These third - party technologies and services may include, but are not limited to, operating systems, database management
systems, web servers, and payment processing services.

Licensee is solely responsible for ensuri ng a secure
environment for information it transfers from the Licensed Software, if any. Further, Licensee acknowledges and
agrees that Selectron does not operate or control the

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Internet and that Selectron shall have no responsibility or liability in connection with a breach of security or privacy regarding the Licensed Software or information contained therein that is caused by (a) viruses, worms, Trojan horses, or other undesirable data or software; (b) unauthorized users, e.g., hackers; or (c) any other third party or activity beyond Selectron’s reasonable control; in each of the
foregoing cases, except to the extent caused by Selectron’s breach of Section 8.4 or 8.5.

8.2 Remote Access Security . The parties
acknowledge that, to facilitate providing the Services and the Licensed Software, Selectron and Licensee shall
regularly transfer Licensee Data to each other, and
Selectron may require remote ac cess capability to
Licensee’s network. This could be required for support of onsite software, or to enable access to required local data.

Together, the parties will make good faith efforts to
determine the best access method, as approved by
Licensee’s IT a nd security staff. Regardless of what method is used to provide remote access, or which party provides remote access software, each party will take
reasonable precautions to secure their network
environment and will be responsible for maintaining the security of the system components, network environment, and data transfer procedures. Selectron makes no
representations or warranties to Licensee regarding the remote access software’s ability to meet Licensee’s
security or privacy needs. Selectron a lso makes no
recommendation for any specific package or approach
with regard to security. Licensee is solely responsible for ensuring a secure network environment.

8.3 Outbound Services Disclaimer .

Outbound services are intended to create additional
methods of communication for Licensee’s employees who
use the Licensed Software in support of existing processes.

These services are not intended to replace all interaction with Licensee’s End Users or Authorized Users. While the outbound services have been cre ated with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail -proof, including but not limited to infrastructure such as software,
computer hardware, network services, telephone services, and e-mail. Examples of situations that could cause failure include but are not limited to: down phone lines, all lines busy, equipment failure, email address changes, and
Internet service disruptions. For this reason, while
outbound services are valuable in providing enhanced
communication, they are specifically not designed to be used as the sole method to deliver critical messages.

Licensee acknowledges that it is aware of the potential hazards associated with relying on an automated
outbound service feature, when u sing the Licensed
Software, and Licensee acknowledges and agrees that it is giving up in advance any right to sue or make any claim against Selectron, and that Licensee forever releases
Selectron from any and all liability caused by (a) any failed call att empts (including excess of calls over and above network or system capacity), incomplete calls, or any busy- outs; (b) any failure to transmit, obtain or collect data from callers or for human and machine errors, faulty or
erroneous input, inarticulate caller communication, caller delays or call lengths exceeding estimated call lengths or omissions, delays and losses in connection with the
Services provided hereunder; or (c) if Licensee, Authorized Users, or End Users suffer injury or damage due to the
failure of outbound services to operate, even though
Licensee does not know what or how extensive those
injuries or damages might be , unless such losses were
directly attributable to Selectron’s gross negligence or willful misconduct.

8.4 Privacy and Security Stand ards.

Selectron agrees that it will gather, collect, receive, generate, store, use, maintain, transmit, process, import, export, transfer and disclose the Licensee Data
substantially in compliance with applicable data
protection, security, breach notification and privacy laws, rules, regulations and industry standards to which
Selectron is subject. Selectron shall, at all times, use reasonable measures to protect the confidentiality of the Licensee Data in its possession or care, including technical, administrative, and physical safeguards that are
appropriate given the nature of the Licensee Data.

8.5 PCI Compliance. Selectron warrants
that, during the Term of this Agreement, (a) all system components, people, processes, and the cardholder data
environment that are used in Selectron’s collection,
transmittal, or other processing of PCI Data on behalf of Licensee are and shall remain compliant with the then- current payment card industry standards as published by the PCI Security Standards Council or its successor; and (b) Selectron’s then-current payment processor is and shall remain compliant with PA -DSS or its successor standard .

On an annual basis or upon Licensee’s request, Selectron shall provide Licensee with an Attestation of Compliance or Attestation of Validation confirming such compliance.

8.6 Incident Response . In the event
Selectron becomes aware of a confirmed or suspected
Security Incident involving the unauthorized disclosure or theft of PCI Data or personal information, Selectron shall (a) notify Licensee within seventy-two ( 72) hours, (b) cooperate in any investigation, (c) promptly take

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reasonable measures t o prevent further unauthorized
access or use of the Licensee Data, (d) cooperate with
Licensee’s notification to affected individuals if such notification is required by applicable law or regulation, and (e) perform all such other acts, or cooperate with
Licensee’s performance of all such other acts, that are required with respect to such Security Incident by
applicable law or regulation. Licensee will notify Selectron of any security incidents Licensee suffers within seventy- two (72) hours, and shall provide Selectron with all
information reasonably necessary for Selectron to
understand any effects the incident may have on
Selectron, the Licensed Software, or the services provided under this Agreement.

8.7 Limited Scope of PCI Data Processing.

The parties acknowledge that Selectron’s sole processing of PCI Data on behalf of Licensee shall consist of (a)
collecting PCI Data needed to facilitate payments to
Licensee, (b) transmitt ing such PCI Data to a third party payment gateway designated by Licensee, and (c)
receiving confirmation via the payment gateway that the payment transaction has been completed. After
transmittal of PCI Data to the payment gateway, Selectron will not ret ain, store, or continue to use or process such PCI Data.

8.8 No Other Data Security Terms . This
Agreement contains the sole and exclusive terms with
respect to data security, network access, and information privacy that apply to the Licensed Software. All other terms not contained in this Agreement are of no force or effect on Selectron.

8.9 Licensee’s Privacy Practices . Licensee
acknowledges that the Licensee Data includes information about individuals with whom Licensee, rather than
Selectron, has direct relat ionships. Therefore, it is Licensee’s obligation, and not Selectron’s obligation, to provide any privacy notices or disclosures to, and obtain any consent from, such individuals as may be required by applicable law with respect to processing of the Licens ee Data by Selectron on Licensee’s behalf. Licensee
represents, warrants, and covenants to Selectron that (a) Licensee has the authority to transmit the Licensee Data to Selectron; and (b) Selectron’s collection, storage,
transmittal, and other processing of the Licensee Data on behalf of Licensee, as described in the Documentation and this Agreement, does not and will not violate any
applicable laws, regulations, ordinances, contracts,
policies, orders, or decrees to which Licensee is subject.

9. Indemnification

9.1 Infringement Indemnity Obligations of
Selectron. Selectron shall defend any action brought
against Licensee to the extent it is based on a third party claim that use by Licensee of the Licensed Software as
furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes or misappropriates any valid United States patent,
copyright, or trade secret. Selectron shall pay any
liabilities, costs, damages, and expenses (including
reasonable attorney’s fees) finally awarded against
Licensee in such action that are attributable to such claim.

Licensee agrees to promptly notify Selectron of any known or suspected infringement or misappropriation of
Selectron’s proprietary rights of which Licensee becomes aware. Should the Licensed Software become, or be likely to become in Selectron’s opinion, the subject of any claim of infringement, Selectron may, at its option (a) procure for Licensee the right to continue using the potentially infringing materials; (b) replace or modify the potentially infringing materials to make them non -infringing; or
(c) terminate this Agreement and provide Licensee with a refund equal to the set-up fees paid by Licensee, less an amount equal to the depreciated portion of such fees
calculated on a five (5) year straight -line basis. This Section 9.1 states the entire liability of Selectron and the exclusive remedy of Licensee with respect to infringement of any third -party intellectual property or other rights, whether under theory of warranty, indemnity, or
otherwise.

9.2 Infringement Exclusions. Selectron shall
have no liability for any claim based upon (a) the use, operation, or combination of the Licensed Software with non-Selectron programs, data, equipment, or
documentation if liability would have been avoided but for such use, operation, or combination; (b) use of other than the then -current, unaltered version of the Licensed
Software that incorporates all Updates; (c) Licensee’s or its agents’ or Employees’ activities after Selectron has
notified Licensee that Selectron believes su ch activities may result in infringement; (d) any modifications to or markings of the Licensed Software that are not specifically authorized in writing by Selectron; (e) any third party software; (f) any Licensee Data; or (g) Licensee’s breach or alleged breach of this Agreement.

9.3 Security Related Indemnity Obligations
of Selectron. If an investigation performed by a qualified third party forensic investigator confirms that a Security Incident was caused solely by an act or omission of
Selectron, includin g any security vulnerability in system components, procedures, or environments owned or
controlled by Selectron, then Selectron shall defend,

109738\153265\46611157.8
indemnify, and hold harmless Licensee for, from and
against all liabilities, costs, damages, fines, penalties, and expenses (including reasonable attorney’s fees) incurred by Licensee as a result of such Security Incident, including the reasonable costs of investigation and reasonable costs of notification to affected individuals and providing credit monitoring or other fraud prevention services, but only to the extent such notification, credit monitoring, or other fraud prevention services are required by applicable laws, regulations, a court order or consent decree, or the terms of a settlement and release of claims arising from such Security Incident that Selectron has consented to
(collectively, “Losses”).

9.4 Security Related Exclusions. Selectron
shall have no liability or obligation to defend or indemnify Licensee with respect to any Losses caused by Licensee’s breach of Sections 8.8 or 8.9 or any Security Incident to the extent caused in whole or in part by an act or omission of Licensee or any third party (other than Selectron’s
subcontractors) or any of their affiliates, employees,
directors, officers, agents, or contractors (other than Selectron), i ncluding without limitation any of the
following acts or omissions: (a) their loss of control of any device, (b) their failure to maintain the confidentiality of log-in credentials, (c) their transmission of dat a via methods that are not secure, (d) their failure to maintain systems and environments that are compatible with any
Update, (e) their violation of the applicable terms of this Agreement or any applicable laws, regulations, or industry standards, or (f) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures, including without
limitation any vulnerability in the file transfer protocol maintained by Licensee pursuant to Section 8.8.

9.5 Conditions for Indemnification.

Selectron’s indemnification obligations hereunder shall apply only if (a) Licensee notifies Selectron in writing of a claim promptly upon learning of or receiving the same; and (b) Licensee provides Selectron with reasonable assistance requested by Selectron, at Selectron’s expense, for the defense and settlement, if applicable, of any claim.

Licensee’s failure to perform any obligations or satisfy any conditions under this Section 9.5 shall not relieve Selectron of its obligations hereunder except to the extent that Selectron can demonstrate that it has been materially
prejudiced as a result of such failure.

9.6 Control of Defense. After receipt of
notice of a claim, Selectron shall be entitled, if it so elects, at its own cost, risk and expense (a) to take control of the defense and investigation of such lawsuit or action; and (ii) to employ and engage attorneys of its own choice to
handle and defend the same; provided, however, that
Licensee’s consent shall be required for any settlement that does not include a full release of all claims. If Selectron fails to assume the defense of such claim within ten (10) business days after receipt of notice of the claim, Licensee will (upon delivering notice to such effect to Selectron) have the right to undertake, at Selectron’s cost and expense, the defense, compromise or settlement of
such claim on behalf of and for the account and risk of Selectron; provided, however, that such claim shall not be compromised or settled without the written consent of
Selectron. The party that assumes control of the defense of the claim will keep the other party reasonably informed of the progress of any such defense, compromise or
settlement. Notwithstanding the foregoing, Licensee shall be entitled to conduct its own defens e at the cost and expense of Selectron if Licensee establishes that the
conduct of its defense by Selectron would reasonably be likely to prejudice materially Licensee due to a conflict of interest between Licensee and Selectron; and provided
further that in any event, Licensee may participate in such defense at its own expense.

9.7 No Other Indemnities. Notwithstanding
any terms added or incorporated into this Agreement to
the contrary, or any other indemnities or similar provisions in purchase orders or oth er documents between the
parties, even if signed by Selectron, Selectron only agrees to defend, indemnify, or hold harmless Licensee as
expressly provided in this Section 9, regardless of whether the purchase order or other document states that it
controls over this Agreement , and Selectron hereby
expressly objects and does not agree to any other
obligations to defend, indemnify, or hold harmless
Licensee, even if contained in a writing signed by
Selectron.

10. Limitation of Liability

10.1 Limited Remedy. EXCEPT AS EXPRESSLY

PROVIDED HEREIN, TO THE MAXIMUM EXTENT ALLOWED

BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR

ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE

OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF

PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, O R

INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE

DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS

ARISING FROM OR RELATING TO THIS AGREEMENT OR THE

SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN

ADVISED O F THE POSSIBILITY OF SUCH DAMAGES,
HOWEVER CAUSED.

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10.2 Maximum Liability. Notwithstanding
anything in this Agreement to the contrary or the failure of essential purpose of any limited remedy or limitation of liability, Selectron’s entire liability arising from or relating to this Agreement or the subject matter hereof, under any legal theory (whether in contract, tort or otherwise), shall not exceed the amounts actually received by Selectron
from Licensee hereunder in the twelve (12) months
immediately prec eding the action that gave rise to the claim. Licensee acknowledges that the Service Fees reflect the allocation of risk set forth in this Agreement and that Selectron would not enter into this Agreement without the limitations on liability set forth in this Agreement.

10.3 Applicability. Notwithstanding any
terms added or incorporated into this Agreement to the
contrary, to the extent the terms of a purchase order or any other document between the parties or provided by
Licensee, even if signed by Selectron, are inconsistent or conflict with the limits on and exclusions of liability in this Section 10, the terms in this Section 10 shall control, and this Section 10 shall apply to all documents between the parties, and control over all documents between the
parties, irrespective of any terms regarding order of precedence or anything else otherwise to the contrary.

11. Term and Termination

11.1 Term. The term of this Agreement shall
commence on the Effective Date and continue for an initial period of five (5) years therefrom (the “Initial Term”), and shall automatically renew for successive one (1) year
periods unless either party notifies the other of its
intention not to renew at least ninety (90) days before the end of the then-current term (collectively, the “Term”). If Licensee cancels prior to the end of the Initial Term of five (5) years, all fees for the Initial Term of this agreement that are unpaid will become immediately due.

11.2 Termination for Default. If either party
materially defaults in any of its obligations under this Agreement, the non -defaulting party, at its option, shall have the right to terminate this Agreement by written
notice to the other party unless, within sixty (60) calendar days after written notice of such default, the defaulting party remedies the default, or, in the case of a default which cannot with due diligence be cured within a period of sixty (60) calendar days, the defaulting party institutes within the sixty (60) day-period substantial steps necessary to remedy the default and thereafter diligently prosecutes the same to completion. Notwithstanding anything herein to the contrary, Selectron may immediately suspend any
Authorized User or End User’s access to the Licensed
Software and Customer Tools if Selectron determines in its reasonable discretion that such Authorized User or End
User’s use of or access to the Licensed Software and/or Customer Tool s breaches this Agreement , violates
applicable law , or could cause harm to the Licensed
Software or interfere with Selectron’s control over the Licensed Software or its ability to provide the Licensed Software to other customers. If Licensee fails to cure the foregoing breach or concern within seventy-two ( 72)
hours, Selectron may terminate the Authorized User or
End User’s access to the Licensed Software and Customer Tools. Licensee shall notify Selectron within twenty -four (24) hours of Licensee’s becoming aware of any breach
(other than by Selectron) of the terms and conditions of this Agreement, including, without limitation, any breach of Sections 2.2, 5 or 6.

11.3 Termination for Bankruptcy . Either
party may terminate this Agreement if the other party
(a) becomes insolvent; (b) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (c) is declared insolvent or admits its insolvency or inability to pay its debts or perform its obligations as they mature; or (d) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation,
dissolution, receivership, attachment, or composition, or makes a general assignment for the benefit of creditors, provided that, in the case of an involunt ary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof.

11.4 Effect of Termination . Upon the
expiration or termination of this Agreement, all rights and licenses granted to Licensee hereunder shall immediately and automatically terminate. Within ten (10) days after any termination or expiration of this Agreement, Licensee shall, at it s sole expense, return to Selectron (or destroy, at Selectron’s sole election) all Licensed Software and Proprietary Information of Selectron (and all copies,
summaries, and extracts thereof) then in the possession or under the control of Licensee and its current or former employees. Licensee shall furnish to Selectron an affidavit signed by an officer of Licensee certifying that, to the best of its knowledge, such delivery or destruction has been fully effected. Termination of this Agreement by either party shall not act as a waiver of any breach of this
Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of
terminating this Agreement in accordance with its terms.

Either party’s termination of this Agreement shall be
without prejudice to any other right or remedy that it may

109738\153265\46611157.8
have at law or in equity, and shall not relieve either party of liability for breaches occurring prior to the effective date of such termination. Any provisions that would reasonably be expected by the parties to survive termination of this Agreement shall survive such termination, including
without limitation the p rovisions of the EULA and
Sections 1 (“Definitions”), 2.2 (“Software Restrictions”),

2.3 (“Data Restrictions”), 2.4 (“Rights in Aggregate Data”), 4 (“Fees and Payment”) (with respect to amounts accrued but as-yet unpaid), 5 (“Proprietary Rights”), 6 (“Proprietary Information”), 7 (“Repr esentations and Warranties;
Warranty Disclaimer”), 8 (“Security”), 9
(“Indemnification”), 10 (“Limitation of Liability”), 11 (“Term and Termination”) and 12 (“General Provisions”).

12. General Provisions

12.1 Notices. Any notice, request, demand or
other communica tion required or permitted hereunder
shall be in writing, shall reference this Agreement, and shall be deemed to be properly given (on the earliest of) (a) when delivered personally; (b) when sent by facsimile, with written confirmation of receipt; or (c) upon receipt three (3) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid.

All notices shall be sent to the address set forth on the signature page below (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 12.1).

12.2 Governing Law; Jurisdiction . This
Agreement shall be governed by and construed in
accordance with the laws of the state where Licensee is physically located, without reference to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to and shall not be used to interpret this Agreement. Any dispute regarding this Agreement must be brought in the sta te or federal courts located in the state where Licensee is
physically located.

12.3 Construction. This Agreement has been
negotiated by the parties and their respective counsel.

This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.

12.4 Injunctive Relief . In the event that
Licensee breaches any provision of the EULA or Sections 2, 5, or 6 or any other material provision of this Agreement, Licensee acknowledges and agrees that the re may be no
adequate remedy at law to compensate Selectron for such breach, that any such breach may result in irreparable
harm to Selectron that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Selectron shall b e entitled to seek injunctive and other appropriate equitable relief (without the necessity of
proving actual damages or of posting a bond or other
security), in addition to whatever remedies Selectron may have at law, in equity, under this Agreement, or otherwise.

12.5 Waiver. The waiver by either party of a
breach of or a default under any provision of this
Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder, operate as a waiver of any right or remedy.

12.6 Severability. If the application of any
provision of this Agreement to any particular facts or
circumstances shall be held to be invalid or unenforceable, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent
possible so as to effect the intent of the parties, and reformed without further action by the parties, to the
extent nec essary to make such provision valid and
enforceable. Without limiting the generality of the
foregoing, Licensee agrees that Section 7.4 will remain in effect notwithstanding the unenforceability of any other provision hereof.

12.7 Independent Contractor Relationship .

Selectron’s relationship with Licensee will be that of
independent contractor, and nothing contained in this
Agreement shall be deemed or c onstrued as creating a
joint venture, partnership, or employer -employee
relationship. Licensee is not an agent of Selectron and is not authorized to make any representation, contract, or commitment on behalf of Selectron, or to bind Selectron in any way. Selectron is not an agent of Licensee and is not authorized to make any representation, contract, or
commitment on behalf of Licensee, or to bind Licensee in any way. Selectron will not be entitled to any of the
benefits that Licensee may make available to its
employees, such as group insurance, profit sharing, or
retirement benefits.

12.8 Force Majeure. Except for the payment
of monies due hereunder, neither party shall be
responsible or have any liability for any delay or failure to

109738\153265\46611157.8
perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, terrorist attacks, errors in Licensee or End User uploads ,
telecommunication, internet, or other network
“brownouts” or failures, power failures, epidemics or
pandemics , and any national or regional emergencies or acts of civil or military authorities; provided that such party gives the other party prompt written notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its performance and to mitigate the harm or damage caused by such delay.

12.9 Public Announcements. Selectron shall
have the right to use L icensee’s name as a customer
reference, and to use Licensee’s trade name on Selectron’s customer lists.

12.10 U.S. Government Rights . The Licensed
Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer
software” and “commercial computer software
documentation,” as such terms are used in 48 C.F.R.

12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202 -1 through
227.7202-4, the Licensed Software are licensed to any U.S.

Government End Users (i) only as a commercial item and
(ii) with only those rights as are granted to all other End Users pursuant to the terms and conditions herein.

Manufacturer is Selectron Technologies, Inc., 13535 SW
72nd Ave, Suite 200 Portland OR 97223, USA. This Section, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of, and supersedes, any other Federal Acquisition Regulation, Defense Federal Acquisition Regulation
Supplement, or other clause or provision that addr esses United States Government rights in computer software,
technical data, or computer software documentation.

12.11 Use By Other Government Entities. The
parties agree that, in the event that Licensee is a
governmental entity, all other state and local governments within Licensee’s state may purchase a license from
Selectron to use the Licensed Software under the same
terms and conditions as set forth in this Agreement by
entering into a master services and hosting agreement
with the same terms and conditions as set forth herein
with Selectron.

12.12 Export Controls. The Licensed Software
is subject to the export control laws of the United States and other countries. Licensee may not export or re-export the Licensed Software, unless Licensee has first obtained Selectron’s prior written permission and the appropriate United States and foreign government licenses, at
Licensee’s sole expense. Licensee must otherwise comply with, and contractually require that all of its employees comply with, all applicable export contr ol laws and
regulations in the use of the Licensed Software. None of the Licensed Software may be downloaded or otherwise
exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury D epartment’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied
Persons List. Licensee represents and warrants that it is not located in, under the control of, or a national or
resident of any such country or on any such list. Licensee shall defend, indemnify and hold Selectron and all
successors, assigns, affiliates, suppliers, and each of their officers, directors, employees, and agents harmless for, from, and against any and all claims, allegations, damages, liabilities, and costs and expenses (including without limitation attorneys’ fees and costs) arising out of
Licensee’s violation of such export control laws. Licensee further agrees to comply with the United States Foreign Corrupt Practices Act, as amended.

12.13 Captions and S ection Headings . The
captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

12.14 Counterparts. This Agreement may be
signed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and,
when taken together, shall be deemed to constitute one
and the same agreement. Each party agrees that the
delivery of this Agreement by facsimile transmission or by PDF attachment to an e-mail transmission will be deemed to be an original of the Agreement so transmitted and, at the request of either party, the other party will confirm facsimile or e-mail transmitted signatures by providing the original document.

12.15 Modification; Subsequent Terms . No
amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by a duly authorized signatory of Selectron and Licensee.

To the extent that the terms and conditions of the Exhibits hereto or Exhibits to subsequent amendments or
modifications of or to the Agreement (“Subsequent
Terms”) differ from those herein, those Subsequent Terms shall control the interpretation and any conflict resolution thereof. The terms on any purchase order or similar
document submitted by Licensee to Selectron will not
modify the terms and conditions of this Agreement.

109738\153265\46611157.8

12.16 Entire Agreement; Amendment . This
Agreement, including the Exhibit(s) attached hereto,
constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes
(a) all prior or contemporaneous representations,
discussions, proposals, negotiations, conditions,
agreements, and communications, whether oral or
written, between the parties relating to the subject matter of this Agreement, and (b) all past courses of dealing and industry custom.

109738\153265\46611157.8
In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized representatives of the parties as of the Effective Date.

SELECTRON TECHNOLOGIES, INC. LICENSEE
By: By:

Signature Signature
Name: Todd A. Johnston Name:

Title: President Title:

Date: Date:

Address: 13535 SW 72nd Avenue Suite 200
Portland, OR 97223
Address:

EXHIBIT TABLE
Exhibit A Scope of Work
Exhibit B Maintenance and Technical Support
Exhibit C Statement of Work
Exhibit D End User License Agreement (EULA)

City of Vallejo, CA
Upgrade to Managed Relay IVR - Utility & Add-On Relay Outbound Professional Services Total
Relay IVR Setup [Includes Spanish Language & English Speech Recognition] $63,700 Relay Outbound Setup $18,900
Future Conversion to CentralSquare - Finance Enterprise $20,000 Future Conversion to CentralSquare - Finance Enterprise Waived -$20,000 PROFESSIONAL SERVICES TOTAL $82,600
Annual Hosted Platform and Application Fees Year 1 Total Relay IVR Platform [Includes Spanish Language] $26,615
Annual Inbound Calls/Transfers [55,000 Calls] $16,500
Speech Recognition [55,000 Calls] $5,500
Relay Outbound Platform $22,000
ANNUAL FEES TOTAL $70,615
Five-Year Commitment Summary Year 1* Year 2* Year 3* Year 4* Year 5* 7/1/2026 7/1/2027 7/1/2028 7/1/2029 7/1/2030
6/30/2027 6/30/2028 6/30/2029 6/30/2030 6/30/2031
PROFESSIONAL SERVICES $82,600
5-Year Commitment Discount** -$82,600
ANNUAL FEES TOTAL $70,615 $73,045 $75,597 $78,275 $81,088 5-Year Commitment Discount** -$31,316 -$32,778 -$34,334 -$35,985 -$37,741 TOTAL $39,299 $40,267 $41,263 $42,290 $43,347
5-Year Total: $206,466
Relay IVR Includes:
• Payments [PCI Compliance]
• 55,000 Annual Inbound Calls/Transfers with English Speech Recognition • Spanish Language
Relay Outbound Includes:
• 2 Outbound Notifications [Spanish Language for Outbound Calls] • 100,000 Annual Messages
• Spread Call Time Feature
Exhibit A-Scope of Work

Inbound Call/Transfer Overage Rate: $ 0.35
Outbound Overage Rate: $ 0.15
Additional Notification Annual Fee: $ 2,400
VoiceUtility IVR Renewal (7/1/2026 - 6/30/2027): $ 21,860 *First year service fee will be prorated upon delivery of user acceptance testing (UAT) and a credit for unused support (Renewal#5694). If UAT is after 6/30/2027, Year 2 fees will be applicable. **All discounts and pricing displayed above require a five-year commitment to Relay IVR and Relay Outbound
Building-
On Premise Building IVR Maintenance Renewal: $10,000

PRICING & PAYMENT INFORMATION
The contract period starts 7/1/2026. Pricing does not include additional application integration charges that may be required as
part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. Pricing above is based on the use of Selectron Technologies standard agreement. All other agreements requiring legal review require a minimum $9,500 additional fee.

TRAVEL FEE PAYMENT SCHEDULE
100% If travel is identified in the above detail or later requested, all travel and related fees are scheduled in advance including travel days and will be invoiced upon completion. Total travel is invoiced at then current hourly rates, currently $225.00 per person per hour, plus actual travel expenses.

ANNUAL FEES, BUNDLES, AND SUPPORT
100% A prorated service fee will be billed upon delivery of user acceptance training and a credit for unused support (Renewal #5694). If UAT is after 6/30/2027, Year 2 fees will be applicable. Recurring fees are invoiced 45 days prior to renewal.

In the event the customer terminates agreement prior to the end of the commitment term, 100% of all remaining unpaid fees for the term become immediately due.

CHANGE ORDERS INCLUDING TIME AND MATERIAL RATES
• All service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are considered outside of the scope of this project effort. Out of scope services will be invoiced at Selectron’s then current Time and Material rate, currently $225.00 per hour. • If the out of scope services require a formal change order, the Company and Customer will mutually agree in writing, which will include a scope of work, timeline for delivery, Company and Customer responsibilities and the price terms and conditions. Upon acceptance by Customer and issuance of required purchasing documentation , all Change Orders shall be governed by the terms and conditions of this Agreement, no other terms or conditions shall apply.

Customer acknowledges that such Change Orders may affect the implementation schedule and dates otherwise established as part of the project plan.
• If Customer requires additional documentation, services to prepare this documentation will be invoiced at Selectron’s then current Time and Material rate, currently $225.00 per hour, 4 -hour minimum.

TAXES
Sales Tax or any other applicable taxes are not included in any of the pricing in this agreement. All applicable taxes will be invoiced, collected and remitted in accordance with state and local tax laws.

PAYMENT TERMS
Terms are net 30 days from date of invoice. Past due invoices are subject to a 1.5% per month la te fee. All presented pricing is in US Dollars.

VENDOR INFORMATION
Selectron Technologies, Inc.
13535 SW 72nd Avenue, Suite 200
Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052

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EXHIBIT B
Maintenance and Technical Support

This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.

I. Definitions
Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the Agreement.

A. “Error” means any failure of the Licensed Software to conform in any material respect with the Documentation.

B. “Error Correction” means either a bug fix, patch, or other modification or addition that brings the Licensed Software into material conformity with the Documentation.

C. “Priority A Error” means an Error that renders Licensed Software inoperative or causes a complete failure of the Licensed Software, as applicable.

D. “Priority B Error” means an Error that substantially degrades the performance of Licensed Software, as applicable, or materially restricts Licensee’s use of the Licensed Software, as applicable.

E. “Priority C Error” means an Error that causes only a minor impact on Licensee’s use of Licensed Software, as applicable.

II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty-four (24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during Selectron’s normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding Selectron holidays.

B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a) notify its applicable vendors of all Licensed Software Errors properly reported by Licensee in accordance with Section II(A) of this Exhibit B; (b) make available to Licensee any Error Corrections that are made available by such vendor(s) to Selectron promptly after such Error Corrections are delivered to Selectron; and (c) update Licensee with respect to the progress of the resolution of all Licensed Software Errors.

C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring, and shall reasonably classify the Error as a Priority A, B, or C Error. Selectron shall use commercially reasonable efforts to correct any Error in the Licensed Software reported by Licensee, in accordance with the priority level actually assigned by Selectron to such Error, as follows:

1. Priority A Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours of receiving Licensee’s report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within twenty-four (24) hours of receiving Licensee’s report of such Error, and an Error Correction within forty-eight (48) hours of receiving Licensee’s report. Selectron shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of the Error Correction.

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2. Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of receiving Licensee’s report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within forty-eight (48) hours of receiving Licensee’s report of such Error, and an Error Correction within six (6) business days of receiving Licensee’s report. Selectron shall provide Licensee with periodic reports (no less frequently than once every twelve (12) hours) on the status of the Error Correction.

3. Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2) business days of receiving Licensee’s report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within six (6) business days of receiving Licensee’s report of such Error, and an Error Correction within three (3) weeks of receiving Licensee’s report.

Selectron shall provide Licensee with periodic reports on the status of the Error Correction.

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EXHIBIT C
Statement of Work

Statement of Work
Vallejo, CA
Relay

UTILITY PACK

1. Overview ...................................................................................................... 2

1.1. Revision History ................................................................................................................ 2

2. Functionality ................................................................................................. 3

2.1. The Relay Platform ........................................................................................................... 3

2.2. Utility Pack ........................................................................................................................ 3

2.3. Relay Outbound................................................................................................................ 5

2.4. Payment Processing ......................................................................................................... 6

2.5. Languages ......................................................................................................................... 7

2.6. English Speech Recognition .............................................................................................. 8

3. System Integration ........................................................................................ 8

3.1. Application Database Interfaces ...................................................................................... 8

3.2. Payment Gateway Interfaces ........................................................................................... 8

4. Deployment Model ....................................................................................... 9

4.1. Hosted IVR Access ............................................................................................................ 9

5. Administrative Tasks ..................................................................................... 9

5.1. Administrative Tools ........................................................................................................ 9

5.2. Run System Reports ....................................................................................................... 10

5.3. Schedule Outbound Campaigns ..................................................................................... 11

6. Responsibilities ........................................................................................... 11

6.1. Selectron Technologies, Inc............................................................................................ 11

6.2. Vallejo, CA ...................................................................................................................... 13

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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Vallejo, CA (Vallejo or Customer). Selectron will upgrade Vallejo’s solution to a Managed Services Relay IVR deployment. All existing functionality will be included. New functionality includes Relay Outbound and two automated notifications. The features, functionality, and services are provided through Selectron Technologies’ Relay communication platform (Relay).

1.1. Revision History
Version # Details Date

1.0 Initial Release 06/24/2026

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2. Functionality
This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of Vallejo’s CentralSquare - NaviLine application database(s) to provide the given data to Relay.

2.1. The Relay Platform
Selectron’s Relay platform powers the Customer’s solution. Relay is a multi-channel, multi-department platform that connects Customers, government agencies, and utilities. The Relay platform uses application packs tailored to the market being served.

In addition to each application pack, the Relay channels include interactive voice response (IVR), web, outbound, and interactive texting capabilities, all on a single platform.

The following sections detail the functionality that will be implemented for the Customer. Additional channels, applications, and integrations that are not specified in this SOW are not included but may be added to the system under a supplemental statement of work.

2.1.1. Application Packs and Channels
The Customer’s solution includes the following application pack and channels:
• Application packs:
o Utility Pack
• Channels:
o IVR
o Outbound

2.2. Utility Pack
The solution will be configured with the Utility Pack. The Utility Pack offers the Customer’s end user a central access point for account management and payments. The end user will be able to enter the appropriate identification information and access account data and activities, depending on the channel implemented.

2.2.1. IVR Channel
The IVR Channel for the Utility Pack provides callers with an Interactive Voice Response (IVR) system to access account information and make payments over the phone.

Account holders can call the Utility IVR channel to hear account information and to make a payment. Callers can access their account using an account number or other identifier, as indicated below. The IVR validates this data against the Customer’s application database. Once the account is validated, the IVR speaks the service address,

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then the current balance owed, and finally the due date. During the kickoff phase of the implementation project, Selectron and the Customer will need to determine the exact terminology and methodology around presenting ‘current’ and ‘delinquent’ amounts due to the user. The caller will then be prompted to make a payment. If no payment is due, the IVR will state that no payment is due.

The functionality of the IVR will include the following:

• Account Look Up
• Current balance owed
• Last billing date and amount (up to last 6)
• Last payment date and amount (up to last 6)
• Next payment due date
• Payment Processing – Credit Card and E-Check

Optional Configurations for the IVR:
• Automatic Number Identification
• Account Look Up by Phone Number
• Consumption History (up to last 6)
• Partial and Overpayments

Note: These 4 optional configurations depend on API availability

Callers will also be able to transfer to an agent. If a caller requests a transfer, the IVR routes the call to a number specified by the Customer during business hours. The solution can be configured to direct after-hours transfers to a destination specified by the Customer.

IVR service requires a local-to-customer phone number. Selectron can either use the Customer-provided number or obtain and provide a number if needed.

IVR Services are provided by the Call. A Call is defined as a successfully completed connection. A Call can be up to 4 minutes in length, with each additional 4-minute period counted as an additional Call. Actions such as transfers that result in multiple connected circuits are counted on a per-circuit basis. They are measured for the duration of the connection, including the time after a transfer occurs.

2.2.2. Add-Ons
The following add-ons are included with the Customer’s Utility Pack. These add-ons provide additional functionality for the channel(s) purchased with this Relay solution.

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2.3. Relay Outbound
Relay Outbound provides the Customer’s staff with a multi-channel outbound communication platform capable of sending account holders voice, SMS, and email messages. Messages can be configured to include dynamic account data intended for specific recipients or designed as ‘general information’ messages without customer-specific data.

3 Messaging Channels:

All three of the available messaging channels (Voice, SMS, and Email) are used to send Selectron-created and/or Customer-generated messages. All campaigns can be configured to include either dynamic, account-holder-specific information or generalized messages.

• Voice: Campaigns sent via phone call. These notifications are created using best-in-class generated voice technology. These messages will be available in both English and Spanish. • SMS: Attention-grabbing text message notifications.
• Email: Notifications sent directly to the customer’s inbox.

Notification Options:

• Event-triggered notifications
These notifications are reactive responses to specific events. This functionality is available only for Selectron-created campaigns.

• Automated Notifications
These notifications are designed to be sent to a list of specific recipients. Selectron creates these notifications based on the Customer's needs, guided by the Customer’s business rules. All campaigns are run based on the schedule outlined by the Customer. This functionality is available only for Selectron-created campaigns.

• User-Generated Campaigns
These notifications are designed to be sent to a list of specific recipients. The Customer’s staff can design, edit, and review outbound campaigns made using Relay Outbound. Each individual outbound campaign must be configured separately. This includes selecting the notification type, messaging, the delivery date/time, recurrence, and configuration.

The administrator must also upload a contact list in .csv format for the notification. The exact formatting of the .csv file will vary depending on the notification being scheduled. Selectron will provide the Customer with example .csv files as needed.

Relay Outbound campaign creation tools allow staff to:
• Schedule one-time or recurring outbound campaigns
• Use dynamic data variables in any campaign

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• Set runtime windows and overflow rules for campaigns
• Set retry rules and success criteria when applicable

2.3.1. Outbound Call Distribution
The Outbound solution will include a feature that allows administrators to distribute calls throughout the outbound delivery window. This will allow CSRs more time to attend to calls from transferring in the outbound campaign.

2.3.2. Bill Delinquency Notification
The Delinquency Notification warns account holders that their accounts are overdue. It includes customer-specific data such as the account number, delinquent amount, and due date. The campaign allows the user to transfer to the agency to make a payment.

2.3.3. 48-hour Impending Shut-off Notification
The 48-Hour Impending Shut-off Notification warns account holders that their accounts will be shut off within 48 hours. It presents the following customer-specific data:
account number, delinquent amount, due date, and shut-off date. The campaign allows the user to transfer to the agency to make a payment.

2.4. Payment Processing
The Relay solution can be configured to accept credit card and e-check payments, allowing users to make payments. The payment processing engine is a PCI-SSF verified payment system that does not retain cardholder data.

The Relay payment application interacts with the Customer’s selected payment gateway to provide payment functionality. Selectron has tested and qualified several payment gateways. Please work with your account manager to determine that your gateway has been approved and supports the required functionality for your solution.

To make a payment, users must authenticate and provide valid payment information.

Relay validates the user’s payment information before passing it to the payment gateway. When a payment is reported as successful, Relay will post an update to the Customer’s application database in real time (provided an API for such an update is available).

Optional Configuration Payment Options:
• Partial Payments
• Overpayments

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All payments will use a single Merchant ID. A single payment can be posted to multiple fields within the database (for example, a utility payment and a convenience fee are combined into a single payment that can be posted to different fields).

Merchant IDs
The solution includes integration with one Merchant ID. Any additional Merchant ID integration is subject to further scoping and fees.

The solution will be able to take payments from users via the following payment methods:
• Credit Card
• E-Check

2.4.1. Credit Card
The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®.

Vallejo can elect to accept all or a subset of these card types. The solution will not accept any credit card types that the Customer does not accept. Relay verifies the credit card number and expiration date when taking a payment. For greater security, the Customer can choose to verify the cardholder’s ZIP code and/or security code should the gateway require further verification. All credit card transactions are sent through the designated payment gateway.

2.4.2. E-Check
The interactive solution accepts E-Check payments. Relay verifies the bank routing and bank account numbers when taking a payment.

2.5. Languages
The Customer’s Relay application will be configured to support English and the following additional language(s):
• Spanish
The additional language module(s) enable the solution to support non-English-language users. All dates, numbers, ordinals, currencies, and letters are translated and recorded via generated voice to the appropriate language.

The generated voice prompts use a vocabulary and dialect predetermined by Selectron.

Additions and changes to the prompts to account for regional differences are subject to time-and-materials billing.

The Customer can define a transfer destination for each language available on the IVR.

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2.6. English Speech Recognition
This module allows callers to select menu choices and enter data by speaking keywords and numbers when prompted by the system. If the information is complex, the Relay IVR repeats it and asks whether a correction is needed. When the system cannot understand a spoken phrase or word, it will ask the caller to use the keypad to enter it.

If the caller is having trouble using speech recognition or the speech recognition service is unavailable, the number pad will always be available as an alternative method of interacting with the IVR.

3. System Integration
Relay requires varying integration levels with other database components, depending on the implemented features. These are described in the following sections.

3.1. Application Database Interfaces
Selectron is anticipated to integrate with the Customer’s backend application database.

All data-based interactivity in the solution relies on data being available, appropriate access granted to Selectron, and access via the application vendor APIs.

During the implementation phase, the project will be impacted if the necessary data is unavailable via the included APIs. This may affect the implementation timeframe, limit certain functionality depending on the available data, and potentially result in additional professional service fees.

Future Conversion: While the solution will initially be integrated with CentralSquare – NaviLine, Selectron will perform a host conversion to CentralSquare – Finance Enterprise at a future date.

3.2. Payment Gateway Interfaces
For payment processing, Relay will integrate with the Customer’s selected payment gateway. Integration with the payment gateway initiates the collection and reconciliation of payments collected by the department.

For Selectron-hosted payment-accepting solutions, Selectron is responsible for providing a PCI DSS attestation of compliance for the solution's hosting environment.

The purchase of the application does not cover the following processing fees and services:
• Transaction fees
• Merchant accounts

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• Third-party payment processing services, fees, and software

4. Deployment Model
This implementation of Relay will be deployed in Selectron’s Relay Managed Services environment.

Relay Managed Services is a hosted application environment, located in Selectron’s hosting facility.

Selectron’s hosting facility is a co-located data center featuring keyed entry and individual server locks for security. Selectron owns all hardware with a Managed Services solution and is responsible for security, monitoring, ongoing maintenance, and proactive support.

4.1. Hosted IVR Access
For optimal user experience and telecom usage, it is recommended that callers access the hosted IVR by dialing a local 10-digit number provided by Selectron. If the Customer elects to have calls routed through their phone system first before connecting to the IVR, two customer telecom channels may be tied up during the duration of the entire call, and callers may experience a decrease in call quality.

5. Administrative Tasks
This section details administrative tasks for managing the Relay solution. All system administration for the Relay solution is handled through the Command Center. During implementation, the Customer’s administrator will receive user credentials to access Command Center. The administrator can create additional users as needed. Permissions can be assigned per user; they govern the functionality available to that user.

Command Center provides administrators with a single platform to view system usage and health, run reports, and configure system settings. It is supported in modern, widely used web browsers, such as Chrome, Firefox, Microsoft Edge, and Safari.

5.1. Administrative Tools
The Customer’s solution is equipped with an online administrative tool called Command Center that allows easy tracking of daily activity and statistics.

Activity
o Call Activity – Tracks and reports call activity with a line graph o IVR Usage – Display call statistics, including peak (concurrent) call activity Payments
o Payments– Tracks and reports payment activity with displayed numbers Support System
o System Status– Tracks the status of the system through Ping and Database displays o Today – Displays date, holiday, office hours, and greeting information

Outbound

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o Outbound: Completed Summary – Summarizes and displays data of completed outbound campaigns
o Outbound: Running Now – Tracks, reports, and displays current outbound data through a percentage chart
o Outbound: Up Next – Tracks, reports and displays upcoming outbound campaign data through a time countdown

5.2. Run System Reports
Administrators can run system reports via the administrative tool, Command Center.

5.2.1. Reports Center
Running / Saving Reports - Depending on your permissions, the Reports Center includes many system, activity, and usage reports you can run or save. Saving a Report - To save a report (including the filters you have set), click the desired file type to download: PDF or Excel. The administrative tool will automatically generate the file and allow you to download it.

The solution will also be equipped to provide the following reporting functions:

5.2.1.1 Activity Reports
• Call Activity Report - This report provides a graph of different activity types performed by callers on the IVR over a relative span of time (hour over hour, day over day, month over month, and more).
• Call Activity Detail Report - Use this report to find a specific call or group of calls. Search by date/time, the caller’s phone number, or other identifying information to find calls of interest.
• Call Statistics Report—This report provides aggregate facts and statistics about calls to the IVR, including average call lengths, longest calls, and whether or not callers completed actions.
• Email Activity Report - This report provides a list of all emails sent on a specified date.
• IVR Usage Report - This report provides data on peak (concurrent) calls and average calls, hour by hour, over a selected date range. • Multiple Calls Report—This report provides insight into how many times incoming phone numbers have called the IVR within a specified time range. • System Status Report—View a log of system events, including reboots and changes in the system's overall status or health.

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Payment Reports
• Payment Detail Report - This report shows the details of all payments attempted and approved through available channels (such as IVR and web) for a selected time range and/or account number.
• Payment Summary Report—This report summarizes payments attempted and approved through available channels (such as IVR and web) for a selected time range.
• Payment by Day Report - This report shows the cumulative transactions by type (Credit Card or Check) for each day of the month for a selected time range.

Relay Outbound Reports
• Outbound Campaign Detail Report—This report shows the details of Outbound campaign messages delivered for a specific Campaign Type. • Outbound Campaign Summary Report—This report summarizes Outbound campaign messages delivered for a specific Campaign Type. • Outbound Import Errors Report - This report shows all recipients that were not contacted due to incomplete data or errors.

5.3. Schedule Outbound Campaigns
Staff can administer the Realy Outbound solution with the online administrative tool.

Please see section 2.6 for more information pertaining to Relay Outbound.

6. Responsibilities

6.1. Selectron Technologies, Inc.

This section outlines Selectron Technologies’ responsibilities regarding service initiation and operation.

6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The Project Manager is the Customer’s primary contact at Selectron Technologies and coordinates all necessary communication and resources.

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6.1.2. Provide Documentation
The Project Manager provides the Customer with the documents to help facilitate the service implementation process. Some or all of these may be provided depending on the scope of the project.
• Implementation Questionnaire—This questionnaire gathers critical information needed to set up and initiate the service. This includes information on the toll-free numbers, call volume, and APIs, account validation information, and the types of payments being gathered. • Remote Access Questionnaire—This questionnaire details the information that Selectron Technologies needs to remotely access the Customer’s network and application database before system initiation, allowing for complete system testing.
• Implementation Timetable— This timetable details the project schedule and all project milestones.
• Quality Assurance Test Plan— This plan assists the Customer in determining that the interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign-off Form— indicates that the Customer has verified service functionality.

6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following portions of channel design:
• IVR call flow design
• Outbound messaging configuration
Software development can begin once these design elements are completed and approved by the Customer.

6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points before initiation to ensure system functionality. This includes data read from and written to the application database, as well as the customer's ability to successfully access live data and complete a transaction.

6.1.5. Provide Administrative Training
Selectron will provide remote training for the Relay solution.

6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral for the Customer to promote the interactive solution. Marketing collateral includes a poster, a tri-fold brochure, and a

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business card; standard templates are used for each item. Collateral is provided to the Customer in PDF format (original Adobe InDesign files are provided upon request).

Marketing collateral will be provided for each department included in this project.

Selectron Technologies’ Project Manager will assist in gathering the correct information for display on the marketing collateral. The information displayed includes the following:
• IVR phone number(s)
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact/informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.

Any changes to the collateral that do not include the items listed above (e.g., design changes to the template) are billed on a time-and-materials basis. Similarly, any changes to the marketing materials after final delivery are billed on a time-and-materials basis.

6.1.7. Interface Upgrades
After service initiation, the Customer’s database application may release new updates to their application or its interface. Upgrading the Relay interface to be compatible with any of the Customer’s application databases (or other application database software) may require professional services outside the scope of this service.

6.2. Vallejo, CA
This section outlines the Customer’s service implementation and maintenance requirements and responsibilities.

6.2.1. Return Questionnaires and Information
Selectron Technologies’ Project Manager provides the Customer with an implementation questionnaire. The implementation questionnaire must be returned before developing the call flow design and the implementation timetable.

6.2.2. Provide Customer Specific Information
In conjunction with the Implementation Questionnaire, the following information should be supplied to Selectron Technologies to help create a precisely integrated product. For further clarification on the format and details of the following data, refer to the Implementation Questionnaire or contact your Selectron Technologies’ Project Manager.
• Street names
• Observed holidays

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• Extensions used for transfer functions
• Utility account numbering scheme
• Validations used for receiving payment on a utility bill

6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by Selectron Technologies’ Project Manager. This includes reviewing:
• IVR call flow design
• Outbound messaging configuration
Once the channel design(s) have been approved, software development begins.

6.2.4. Provide Remote Network Access to Application Database(s) To fully test the interactive solution, Selectron Technologies requires access to the Customer’s application database(s) before installation. The Customer will help facilitate communication between Selectron and the database vendor.

6.2.5. Provide System Access
Selectron Technologies requires access to the Customer’s network and database/ system. Changing or deleting access accounts could disrupt service for the interactive solution and/or Selectron Technologies’ ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application Database, the payment gateway, or the network are modified. The Customer is responsible for providing Selectron with appropriate access to the application database and payment gateway network, as defined in the System Integration section.

6.2.6. Confirm Service Functionality
The Customer has 30 calendar days after service initiation to verify the functionality of the interactive solutions. Within the 30-day system acceptance period, the Customer should test system functionality using the provided Quality Assurance Test Plan.

Additionally, the System Acceptance Sign-off form must be sent to Selectron Technologies’ Project Manager within this period. Failure to complete acceptance testing within 30 days will constitute acceptance.

6.2.7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgment to Selectron’s Customer Support Department. A significant change is a modification that will A) change system behavior, B) allow users to modify the system, or C) grant access to protected data.

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EXHIBIT D
SELECTRON TECHNOLOGIES, INC.

END USER LICENSE AGREEMENT
This End User License Agreement (this “ EULA”) is part of a Master Services and Hosting Agreement (the “Master Agreement”) between Selectron Technologies, Inc., an Oregon corporation (“ Selectron”, “we”, “our”, or “us”) and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us (“Licensee”). This EULA governs use by Licensee and a ll natural persons to whom Licensee provides access to the Licensed Software (each, an “ Authorized User”). In this EULA, unless the context clearly indicates otherwise, all references to “you,” or “your” means both the Licensee and the Authorized User. All capitalized terms used but not defined in this EULA have the meanings given to them in the Master Agreement.

SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE

TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MUST NOT USE OR ACCESS THE SOFTWARE.

1. License Grant . Subject to your strict compliance with this EULA, Selectron her eby grants you a non - exclusive, non-transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Master Agreement between Selectron and Licensee; or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no reason.

2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the Documentation, solely for Licensee's internal business purposes. (b) Download, display, and use the Documentation, solely in support of Licensee’s use and access of the Licensed Software in accordance herewith. (c) Download, display, copy, use, and create derivative works of reports and structured data generated using the Licensed Software, solely for Licensee’s internal business purposes.

3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA; and

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(c) Must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.

4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section 2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Licensed Software or any portion thereof; (d) Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or any part thereof; (e) Provide any other person, including any subcontractor, independent contractor, affiliate, service provider, or other employee of Licensee, with access to or use of the Licensed Software, except as expressly permitted by the Master Agreement or this EULA;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign, distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features o r functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service, except as expressly permitted by the Master Agreement or this EULA; (g) Use the Licensed Software for the commercial or other benefit of a third party; (h) Permit the Licensed Software to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party; (i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed Software, including any copy thereof;
(j) Perform, or release the results of, benchmark tests or other comparisons of the Licensed Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials, products, or services, except as expressly permitted by the Master Agreement or this EULA; (l) Use the Licensed Software for any purpose other than in accordance with the terms and conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or

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any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading, or in violation of any applicable laws or regulations (including federal, state, local, and international laws and regulations), including but not limited to export or import control laws, information privacy laws, and laws governing the transmission of commercial electronic messages; or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Selectron's commercial disadvantage.

5. Collection and Use of Information . Selectron may, directly or indirectly through the services of others, including by automated means and by means of providing maintenance and support services, collect and store information regarding your use of the Licensed Software , its performance, the equipment through which the Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities conducted using the Licensed Software , the type of web browser used to access the Licensed Software, the operating system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such information for any purpose related to the Licensed Software , including but not l imited to improving the performance of the Licensed Software , developing Updates, and verifying compliance with the terms of this Agreement and enforcing Selectron's rights, including all intellectual property rights in and to the Licensed Software.

6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Master Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with the license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to the licenses expressly granted in the Master Agreement and this EULA. You shall use commercially reasonable efforts to safeguard all Licensed Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.

7. Login Credentials. You, the Authorized User, shall not share or disclose your log -in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that log-in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom such log-in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset or provide Licensee with a means of resetting the password associated with such log-in credentials.

8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re -export or release the Licensed Software to, or make the Licensed Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Software available outside the US.

9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the state where Licensee is p hysically located without giving effect to any choice or conflict of law provision or rule (whether of the state where Licensee is physically located or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state where Licensee is physically located .