Attachment A - SaaS and Services Agreement — Victorville City Council, February 3, 2026

Attachment A
SaaS and Services
Agreement
1 SAAS AND SERVICES AGREEMENT
This SAAS and Services Agreement, including all documents referenced and incorporated below and the attached Exhibits, Schedules, and Appendices which by this reference are incorporated herein (collectively, this “ Agreement”), dated January 20, 2026, for reference purposes only, is made by and between CityBase, Inc., a Delaware corporation (referred to as “EUNA,” as part of the EUNA brand) and the City of Victorville, a California charter city and municipal corporation (“Customer” or “City”). EUNA and Customer are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

1. Definitions.
a. “Diagnostic Data” means all aggregated and de- identified information that EUNA’s systems or applications automatically collect regarding Customer’s use of the SAAS Offering and its performance, including to compile statistical and performance information related to the provision and operation of the SAAS Offering.
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the attached Schedules and Exhibits, and (ii) for whom access to the SAAS Offering has been purchased hereunder. c. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person. “Confidential Information” does not include any records that Customer is required to disclose pursuant to the California Public Records Act, California Government Code section 7920.000 et seq. (the “CPRA”).
d. “ Customer Data ” means, other than Diagnostic Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable.
e. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in any attached Schedule.
f. “Documentation” means the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format. g. “Fees” means the fees set forth in the attached Schedule 1. 2 h. “ Intellectual Property Rights ” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re -issues and re -examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or exte nsion thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know -how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof. i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority. j. “ Public Facing Software ” means a portion of the Software made available by the Customer to members of the general public.
k. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Diagnostic Data and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data. l. “SAAS Offering ” means the software- as-a-service offering, including any integrated platform offering, as set out herein and in the attached Exhibits and Schedules. m. “Professional Services” means the services set out in Schedule 3 and any associated statement of work attached or referenced in said Schedule (“Statement of Work”), if applicable. n. “Term” has the meaning set forth in Section 10.a.
o. “Third-Party Products” means any third -party products described in the applicable Schedule 4 provided with or incorporated into the SAAS Offering. p. “Effective Date” means the date that this Agreement has been fully executed by both Parties, with the City signing last.

2. Services.
a. Kiosk Maintenance and Warranty. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Kiosk (Hardware) Maintenance and Warranty Services in accordance with the provisions of Exhibit A.
b. Payment Processing . The Parties hereby acknowledge and agree to the payment processing terms and conditions set forth in Exhibit B, which are incorporated herein by reference. 3 c. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the Statement of Work (Schedule 3).

3. Software Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use.

EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users (if specified) will not exceed the number set forth in the applicable Schedule except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.
d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering.

Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation. e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Exhibit or Schedule. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices f rom the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may , following written notice to Customer as specified in Section 18 of this Agreement, or in the event of any threat or attack on any of the SAAS IP following at least twenty -four (24) hours advance telephonic notice to Customer, temporarily suspend Customer’s and any Authorized User’s access 4 to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibit ed by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third- party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension ”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabi lities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
g. Diagnostic Data . Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Diagnostic Data. As between EUNA and Customer, all right, title, and interest in Diagnostic Data, and all Intellectua l Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Diagnostic Data based on Customer Data input into the SAAS Offering.

Customer agrees that EUNA may (i) make Diagnostic Data publicly available in compliance with applicable Law, and (ii) use Diagnostic Data to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is available upon request and online at https://eunasolutions.com/privacy- policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.

4. Customer Obligations.
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the applicable Exhibit or Schedule, including the Statement of Work in Schedule 3; and (iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA’s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if 5 taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions.
(ii) EUNA may from time to time make Third -Party Products available to Customer. For purposes of this Agreement, such Third -Party Products are subject to their own terms and conditions and the applicable flow-through provisions.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering.

Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “ Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any defic iency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).
c. For the Kiosk Maintenance and Warranty. Customer’s obligations are set out in Exhibit A.

5. Fees and Expenses.
a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in Schedule 1, Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Customer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full. b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at C ustomer’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.

6. Service Levels and Support.
a. Service Levels . Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set 6 out in the provided service level documentation attached to this Agreement as Schedule 2 (the “Service Level Agreement”).
b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation attac hed to this Agreement as Schedule 2 (the “Service Level Agreement”). c. Updates. EUNA’s support obligations extend solely to Customer’s designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Schedule 2 , EUNA shall not have any obligation to provide support services to any third parties.

7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. Warranties for Professional Services . EUNA warrants that it will perform the Professional Services: (i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work in Schedule 3 and this Agreement; (ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering . EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy. THE FOREGOING WARRANTIES,

REPRESENTATIONS AND GUARANTEES DO NOT APPLY AND EUNA STRICTLY

DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH

RESPECT TO ANY THIRD- PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. Remedies. Except as otherwise specified in Section 10.d, EUNA’s sole and exclusive liability and Customer ’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination.
(ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties, representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy 7 shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within ninety (90) days after delivery of such Professional Service or Deliverable to Customer. (iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Policy. e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH

IN THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA

HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY , OR OTHERWISE. EUNA SPECIFICALLY

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY , FITNESS FOR A

PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR

THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, EUNA MAKES NO

WARRANTY , REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE

PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT

INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK

WITH ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Intellectual Property.
a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in a nd to such derivative work.
b. SAAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third- party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products.
c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non- exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Dat a as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Diag nostic Data. Customer represents, warrants and agrees that: (A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this 8 Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUN A’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA” ) or similar designation under other Laws, (ii) information that causes EUNA to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “ Prohibited Information”). If Customer transmits or provides t o EUNA any Prohibited Information, EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professiona l Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), EUNA is free to use such Feedback ir respective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know -how, concepts, techniques, or other Intellec tual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback.
g. Reservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. Confidentiality.
a. Generally. From time to time during the Term, either Party (as the “ Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party ”) Confidential 9 Information. Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives ( including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in thi s section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or i s independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party.
b. Permitted Disclosures . Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings
or in the case of Customer, to comply with
the provisions of the CPRA. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party fort hwith and, at the Disclosing Party's request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. c. Destruction. On the expiration or termination of the Agreement, the Receiving Party shall promptly destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain Customer’s Confidential Information in accordance with its information retention policies and Section 15.a, below. d. Irreparable Harm . Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affir mative relief, without such constituting an election of remedies.
e. Duration. Each Party’s obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law. 10 10. Term, Termination, and Survival.
a. Term. The term of this Agreement (the “Term”) commences on the Effective Date of this Agreement and will continue in effect three (3) years thereafter. A written renewal agreement and new Schedule(s)/Exhibit(s)/Appendices shall be required to effect any extension or renewal beyond the end of the three-year Initial Term.
b. User Subscriptions. All user subscriptions in a Schedule shall automatically terminate at the end of the initial Term of this Agreement (three (3) years after the Effective Date) , unless EUNA and Customer agree in writing to an extension/renewal at least sixty (60) days before the end of the initial Term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
c. Termination for Convenience. Customer may terminate this Agreement without cause by giving thirty (30 ) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “SaaS Recovery Amount” equivalent to 50% of the subscription fees for the remainder of the initial term of the Schedule.
d. Termination for Cause. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:
(A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary ba nkruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has a ppointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Should EUNA fail to render the kiosks fully functional such that they can accept, process, post, and report the payments of Customer’s users within the time period set out in Schedule 3 (15 weeks following the Effective Date) , and such failure is not occasioned by Customer’s failure to cooperate or provide the contempl ated data to EUNA, Customer may immediately terminate this Agreement upon providing written notice to EUNA. In the event of such termination, Customer shall only be liable for the one -time fees of $24,900.00 (maintenance and repair and flat file fees) and EUNA shall refund to Customer a prorated portion of the SaaS subscription fees paid for the applicable subscription term, calculated based on the unused portion of such term as of the effective date of termination.. In the alternative, assuming the kiosks can be made fully functional by EUNA within a reasonable time thereafter , EUNA agrees to extend the term of this Agreement by the amount of additional time expended to make the kiosks functional at no additional charge to Customer. Customer shall have the discretion to choose between these remedies.
e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering. No expiration or termination will affect 11 Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
f. Non-Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term and the non– appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Agreement on the last day of the fis cal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least ninety (90) days prior to the end of Customer’s fiscal period, Customer shall certify in writing that (1) funds have not been appropriated for the next fiscal period, (b) such non-appropriation did not result from any act or failure to act by Customer; and (c) Customer has exhausted all funds legally available to pay EUNA. If Customer terminates this Agreement because of non- appropriation of funds, Customer may not purchase or lease during the subsequent fiscal period, software and/or service performing the same function as, or functions taking the place of those performed by the software and/or service provided by EUNA; however, that these restrictions shall not be applicable if or to the extent that the application of these restrictions would affect the validity of this Agreement.
g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14- 41 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Indemnification.
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY , DEFEND, AND HOLD HARMLESS CUSTOMER

FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“ LOSSES”) INCURRED BY

CUSTOMER RESULTING FROM ANY THIRD- PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“ THIRD-PARTY CLAIM ”) THAT THE SAAS OFFERING OR

PROFESSIONAL SERVICES, OR ANY USE OF THE SAAS OFFERING OR PROFESSIONAL

SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FOR ANY THIRD -PARTY CLAIM BASED ON EUNA’S GROSS NEGLIGENCE OR

WILLFUL MISCONDUCT, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA

IN WRITING OF SUCH THIRD- PARTY CLAIM, COOPERATES WITH EUNA, AND

ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. THE FOREGOING NOTWITHSTANDING, EUNA SHALL

NOT SETTLE OR COMPROMISE ANY CLAIM THAT RESULTS IN LIABILITY OR ADMISSION OF ANY LIABILITY BY CUSTOMER WITHOUT CUSTOMER’S PRIOR WRITTEN CONSENT.
(ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non- infringing, (B) obtain the right for Customer to continue use, or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer. If EUNA determines that none of these alternatives is reasonably available, EUNA may terminate this Agreement, in its entirety or with resp ect to the affected component or part, effective immediately on written notice to Customer. 12 (iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EU NA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products.
b. Customer Indemnification.

Intentionally Omitted.
c. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND EUNA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING

INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY .

12. Limitation of Liability.
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY

OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF

DATA OR DIMINUTION IN V ALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,

INDIRECT, EXEMPLARY , SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT

OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGE NCE), OR OTHERWISE,

REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR

NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND

NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING

OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR

RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE SCHEDULE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM . THE FOREGOING

NOTWITHSTANDING, THE LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH SHALL NOT APPLY TO EUNA’S INDEMNIFICATION OBLIGATIONS IN SECTION 11.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HA VE ANY LIABILITY OR

RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. The Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof. Such press release shall be subject to Customer’s advance written approval. Additionally, during the Term, and subject to Customer’s advance consent and written approval, EUNA may list Customer as a customer of EUNA. The City reserves the right to withhold consent to any use requested hereunder in the City's sole and absolute discretion.

14. Information Security . Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information , 13 Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.

15. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement, Customer may request that EUNA remove Customer Data from EUNA’s production systems. Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain long term archival backups that may continue to contain Customer Data after termination of this Agreement. EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer.
b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering. Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Schedule or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to det ermine a list of the specific data elements to be provided, at which point EUNA will provide an estim ate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.

16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. is the parent company to multiple other SaaS companies under the Euna brand, including CityBase, Inc. in the U.S. (such subsidiaries, “Affiliates”). These Affiliates sell purpose -built products and services for the public sec tor (“Affiliate Products”). As of the Effective Date, Affiliates include Euna Solutions, Inc., Euna Solutions Inc., and Streamlink Software Inc. dba Amplifund. In addition to the product s and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different schedules , statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

17. Entire Agreement. This Agreement, including all Exhibits and Appendices, and together with the Schedules referencing this SAAS and Services Agreement, and any Statements of Work, policies, and other documents referenced and incorporated herein or in the Schedule s, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such s ubject matter. The Parties acknowledge and 14 agree that to the extent there is any conflict between the terms and conditions of this Agreement and the terms and conditions of Schedule 1 , with the exception of the provisions of Sections 10 and 35 of this Agreement, Schedule 1 followed by Schedule 2 shall control to the extent of such conflict. To the extent Schedule 1 links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.

18. Notices. All notices, requests, consents, claims, demands, waivers and other communications (collectively “Notices”) under this Agreement must be in writing and addressed to the other Party at the addresses set forth below . All Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Notices shall be deemed received upon receipt when sent by personal delivery or courier, or as of the second (2nd) day after deposit in the United States mail. Either Party may change its address for notice by giving notice to the other Party in the manner set forth herein.

To Customer/ City: To EUNA (CityBase, Inc.)
Carmen Cun, Finance Director
City of Victorville
14343 Civic Drive
Victorville, CA 92392
General Counsel
1155 Perimeter Center West, Suite 500
Sandy Springs, GA 30338
844-226-3682
Telephone: (760) 955-5075 With a courtesy copy to:
[email protected]

19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the P arties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Sec tion shall be null and void.

No assignment or delegation shall relieve Customer of any of its obligations under this Agreement.

Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’s assets without Customer’s consent. The foregoing sentence notwithstanding, EUNA must provide Customer with prompt written notice of any such assignment and Customer shall have the option to terminate this Agreement upon such assignment without penalty. 15 23. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

24. Relationship of the Parties . The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering.

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of California , United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California, United States of America.

27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, atta chments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of California, located in San Bernardino County and any appellate court having jurisdiction located therein. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of California, located in San Bernardino County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

28. Export Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

29. WAIVER OF JURY TRIAL. Intentionally Omitted

30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 16 31. Force Majeure. “Force Majeure Events” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a morat orium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown -outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in perf ormance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure E vent is no longer effective and the impact has been remediated.

32. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such br each or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court. Such remedies are not exclus ive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

33. Government Use. The SAAS Offering and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202- 4, as applicable, the U.S. Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the SAAS Offering and Documentation are limited to those expressly granted in Section 3.

34. Cooperative Statement. Intentionally Omitted.

35. Prevailing Wage and DIR Registration. If any installation, maintenance, repair, or related work performed under this Agreement on the payment kiosks exceeds fifteen thousand dollars ($15,000), such work shall be considered a public works project under California law, including without limitation, the provisions of California Labor Code Sections 1720 through 1861 and Title 8 of the California Code of Regulations , commencing with Section 16000 ( collectively the “Prevailing Wage Law ”). If the maintenance, repair, or related work performed under this Agreement on the payment kiosks exceeds $15,000.00, EUNA or its contractors or subcontractors performing such work shall fully comply with all applicable requirements of the Prevailing Wage Law, including but not limited to:
a. Payment of Prevailing Wages as determined by the California Department of Industrial Relations (DIR) on file with the City and available at:
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm
b. Registration with the DIR pursuant to Labor Code Section 1725.5; c. Electronic certified payroll reporting in accordance with Labor Code Section 1776; and
17 d. Any additional obligations imposed under the Prevailing Wage Law.

EUNA acknowledges and agrees and shall cause its contractor and subcontractor to acknowledge and agree that no work under this Agreement subject to Prevailing Wage Law requirements shall commence until all required DIR registrations and compliance measures are in place.

36. Insurance Requirements.
a. EUNA shall procure and maintain at its sole expense during the Term of this Agreement and during any extensions thereof, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services and work required hereunder and the results of such performance by EUNA, its officers, agents, representatives, employees, or subcontractors. These insurance requirements are the minimum requirements for the Agreement: the City in no way war rants that the minimum limits contained herein are sufficient to protect EUNA from liabilities that might arise out of the performance of the Services under the Agreement by EUNA, its officers, agents, representatives, employees, or subcontractors. EUNA i s free to purchase additional insurance as it deems appropriate. EUNA acknowledges and agrees that the insurance requirements specified herein do not reduce the liability EUNA has assumed in the indemnification/hold harmless section of the Agreement. b. Required minimum coverages, endorsements, and other insurance requirements with which EUNA must comply are attached hereto as Appendix 1 and incorporated as part of the Agreement by this reference. EUNA’s failure to maintain the minimum required insurance shall constitute a default and material breach of the Agreement. All references to “Consultant” in said Appendix 1 are hereby deemed to mean and include EUNA, its officers, agents, employees, representatives, affiliates, contractors, and subcontractors.

37. Attorneys’ Fees.

In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

38. Nonliability of City Officers and Employees.

No officer, official, or employee of the City shall be personally liable to EUNA, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to EUNA or to its successor, or for any breach of any obligation of the terms of this Agreement.

39. Conflict of Interest.
a. The City covenants that no governing body member, officer, agent, or employee of the City engaged in the selection, award, or administration of the Agreement shall have any prohibited conflict of interest, whether real or apparent, in the Agreement or the proceeds thereof.

No officer or employee of the City shall have any financial interest in the Agreement that would violate California Government Code Section 1090 et seq. b. EUNA warrants and represents that it has no known relationships with third parties, Victorville City Council members, or employees of the City of Victorville which would: (1) present a conflict of interest pursuant to California Government Code Section 109 0, the Political Reform Act (California Government Code § 81000 et seq.), or any other applicable conflict of interest law; 18 or (2) prevent EUNA from performing the Services required by the Agreement. EUNA shall not employ any official or employee of the City of Victorville during the term of the Agreement or during any extensions of the term thereof.
c. EUNA covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of EUNA’s Services under the Agreement or which would constitute a violation of any California or federal conflict-of- interest law, including, without limitation, the laws and regulations set forth in subdivision b of this Section. EUNA further covenants that in the performance of such Services, no officer, employee, or agent of EUNA having such interest shall be employed by it. Acquisition or maintenance of a conflicting interest by EUNA may result in termination of the Agreement by the City. d. If EUNA meets the definition of a “consultant” as set forth in the FPPC Regulations (2 CCR Section 18700.3), EUNA will disclose its financial interests as required by the City of Victorville’s (Customer’s) Conflict of Interest Code and the Political Reform Act, as such may be amended from time to time, by completing and filing a FPPC Form 700 - Statement of Economic Interests with the Victorville City Clerk’s office pursuant to written instructions provided by the City Clerk.

40. Books and Records/Audit.
a. EUNA shall keep such books and records as shall be necessary to perform the Services required by the Agreement and enable the City to evaluate the performance of such Services.
b. EUNA shall retain, protect, and maintain in an accessible location all books and records, including without limitation, financial books and records relating to charges for services or expenditures and disbursements charged to the City under the Agreement, regardless of the medium in which they kept, for a minimum of four (4) years from the date final payment is made to EUNA hereunder, or for any longer period required by law. All such records shall be made available for inspection, audit, the making of transcripts, and/or copying at any time during regular business hours, upon oral or written request of the City Manager of the City of Victorville, or his/her designee. All financial books and records shall be maintained in accordance with generally accepted accounting principles.
c. Pursuant to California Government Code Section 8546.7, if the Agreement involves the expenditure of public funds in an amount exceeding $10,000, it shall be subject to the examination and audit of the State Auditor for a period of three (3) years after the final payment is made under the Agreement. The provisions of this Section 10 shall survive the expiration or termination of the Agreement.

41. Representations of Executing Parties.

Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto. The persons executing this Agreement further warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purport to represent.

[END OF THIS PAGE - SIGNATURE PAGE FOLLOWS]
19 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written beneath their signatures below.

CITY OF VICTORVILLE CITYBASE, INC.

By: By:

Name: Name:

Title: Title:

Date: Date:

ATTEST:

___________________________________
Jennifer Thompson, City Clerk

APPROVED AS TO FORM:

___________________________________
Andre de Bortnowsky, City Attorney

RISK MANAGEMENT:

___________________________________
Sandra Bostick, Risk Manager

P:\APPS\WPDATA\VVCA\0001-45 AGREEMENTS REVIEW & TEMPLATES \EUNA CITYBASE, INC. SAAS\110.12-SAAS AND SERVICES AGREEMENT_CLEAN FINAL 01.22.26 COV.DOCX 20 EXHIBIT A

KIOSK MAINTENANCE AND WARRANTY PROVISIONS
The EUNA Maintenance and Warranty model is an all -inclusive solution that includes software, hardware, support and maintenance. There are no additional fees associated outside of those defined below. Software updates are deployed seamlessly, with limited or no dow ntime, and regular security updates are included. If hardware needs to be repaired or replaced during the full term of the contract, these costs are also included with the service, up to and including hardware replacement when the hardware reaches end of life.

Existing Hardware and Relocation of Kiosks. The Parties acknowledge and agree that the City has previously purchased, paid for, and taken delivery of four (4) kiosks, together with all parts necessary for the kiosk repairs specified in Schedule 1 (collectively, the “Existing Hardware”).

The Parties further agree that the City may relocate two (2) of the kiosks from their present location to alternative locations within the City at its sole discretion, without requiring additional consent or incurring additional charges.

Hardware Maintenance. Prior to the execution of the Agreement, EUNA inspected and assessed the current conditions of Customer’s Existing Hardware and determined the parts needed and repairs to be performed in order to restore the Existing Hardware to substantially the same condition as when Customer originally took delivery thereof (less ordinary wear and tear) .

Following the completion of such repairs and once EUNA has restored the kiosks to functional status (as to both the Existing Hardware and the SAAS IP outlined in the Agreement), if any part of the Existing Hardware ceases functioning as expected or requires service, Customer shall promptly notify EUNA, and EUNA shall use commercially reasonable efforts to promptly repair or replace the components, at EUNA ’s sole expense. EUNA shall cause its authorized representatives to install alterations, modifications, additions, and upgrades to the Hardware that is required or necessary to comply with law.

Limited Warranty; Disclaimer of Warranties. EUNA warrants that the Software and Hardware Maintenance and Warranty services will be performed according to written specifications provided by EUNA from time to time, which may be updated in EUNA sole discretion. Coverage encompasses manufacture defect as well as wear and tear of all kiosk components but excludes the following;
• Damage due to vandalism
• Damage due to improper or misuse
• Damage due to acts of God
• Component upgrades to new technology that was not part of the kiosk build when the Agreement was signed.
• Application changes not outlined in the Statement of Work at the time of contract execution .
21 SCHEDULE 1
PRODUCT SHEET –SOFTWARE AS A SERVICE OFFERING
Pricing

Software Products Qty Unit Price Total Fees Notes
Kiosk (1 Integration) Software Fee 4 $8,595 $34,380 Y1 fee Indoor Kiosk - Full Maintenance and Warranty
Package 2 $3,000 $6,000 Y1 fee
Outdoor Kiosk - Full Maintenance and Warranty
Package 2 $4,200 $8,400 Y1 fee
Sub-total - Year 1 Fees: $48,780.00
Kiosk Implementation & Integration: Flat File 4 $2,250 $9,000 One-time *Indoor & Outdoor Kiosk Repairs 4 $15,900 $15,900 One-time Sub-total - One-Time Fees: $24,900.00
Total Initial Fees $73,680.00
Kiosk (1 Integration) Software Fee 4 $8,595 $34,380 Y2 & Y3 fee Indoor Kiosk - Full Maintenance and Warranty
Package 2 $3,000 $6,000 Y2 & Y3 fee
Outdoor Kiosk - Full Maintenance and Warranty
Package 2 $4,200 $8,400 Y2 & Y3 fee
Total Subsequent Annual Fees $48,780.00

*Indoor & Outdoor Kiosk Repairs: A one-time fee of $15,900 is allocated for repair services across all four kiosks. This includes labor and parts for necessary fixes. Replacement Parts (as itemized in the proposal):
• Safe Door Replacement (Indoor Units): 2 units at $390 each • Safe Door Rebuild (Outdoor Units): 2 units at $325 each • Cashbox Assembly Replacement: 4 units at $1,700 each
• Check Reader Replacement (Outdoor Units): 2 units at $325 each • Wiring Harness Rebuild (Outdoor Units): 2 units at $195 each • Centronics Monitor (Outdoor Units): 2 units at $845 each • Optional Security Straps: 4 units at $2,210 each
22 Other Products / Services Fees
Debit/Credit Cards: Customer is Charged a
Service Fee- (UTILITY) 2.37% per Transaction
Debit/Credit Cards: Customer is Charged a
Service Fee (NON-UTILITY) 2.86% per Transaction
Check (ACH) $ 0.95 per transaction
Chargebacks $ 20.00 each
Returned Checks $ 10.00 each
Optional: Additional Cash Boxes $ 1,000.00 each
Professional Services / Custom Development $ 225.00 per hour

Term: Initial term is 3 years. The term shall not automatically renew after the initial three (3) years, but may be extended upon written agreement of the Parties as set forth in Sections 10.a and b of the SaaS and Services Agreement to which this Schedule is attached and made part.

Payments:

Initial Fees: $73,680.00
Year 1 Fees
Timing % Due Amount Due
Invoiced upon contract execution 100% $73,680.00

Subsequent Annual Fees: $48,780.00
Kiosk SaaS & Full Maintenance and Warranty Package Fee (2 indoor and 2 outdoor kiosk) Timing % Due Amount Due
Invoiced annually 100% $48,780.00

Other Products / Services - Fees
Timing % Due Amount Due
Invoiced quarterly 100% Calculated quarterly

23 Payment Processing and Merchant Services:

Service Fee: CityBase will implement and charge a service fee for credit/debit card transactions.

Service fees collected by CityBase will be used to pay all interchange, card brand fees, dues and assessments that result from processing card transactions. Service fees will be a percentage of the amount of the transaction, as specified in “Other Products / Services” above. CityBase will assess the Service Fee as a separate transaction at the time of payment.

ACH Transaction Fee: CityBase will charge Customer a fixed amount per transaction for each check/ACH transaction as specified in “Other Products / Services” above. CityBase will bill Customer directly for all Check/ACH transactions via a monthly invoice for transactions incurred in the prior month.

CityBase will process payments (credit/debit card, and ACH/check) through JP Morgan Chase Consulting Services: A rate of $ 225.00 per hour will be charged for time associated with work considered outside of the agreed upon Statement of Work (SOW). A Change Request Order must be completed and executed by both parties in order to invoke the use of Consulting Services . All costs will be outlined in the Change Request Order.

24 SCHEDULE 2

SERVICE LEVEL AGREEMENT

SOFTWARE SUPPORT SLA
CityBase provides software support during regular business hours (9:00 am - 5:00 pm CST).

Payment channels defined as: kiosk, web, mobile, and point-of-sale.

CityBase determines severity level.

Stated SLAs do not apply outside of regular business hours, except for Critical issues which will be addressed on a 24x7 basis.

For Customers with kiosks that support users 24x7, CityBase will respond to Critical and Major issues.

Severity
level Definition Acknowledge
receipt
Provide ongoing
updates
Issue
resolution
Force
Majeure
Catastrophic damage or loss of
devices N/A N/A N/A
Critical
All payment channels
unavailable in any one (1)
location where no other location
is available within two (2) miles;
all lookup methods unavailable;
unable to process all payment
types; payments improperly
posting for five (5) or more users
within one (1) business day;
significant account reconciliation
issues
30 minutes,
24x7
2-hour maximum
interval, 24x7
8 hours,
24x7
Major
More than one (1) payment
channel unavailable in any
one (1) location where no other
location is available within two
(2) miles; unable to process
multiple payment types;
payments improperly posting
for four (4) or fewer users within
2 hours
4-hour maximum
interval
48 hours
25 one (1) business day; minor
account reconciliation issues
Medium
One (1) payment channel
unavailable in any one (1)
location; one (1) lookup method
unavailable; unable to process
one (1) payment type; payments
improperly posting for one (1)
user
4 hours 24-
hour maximum interval 72 hours
Minor
Minor issues as
reasonably determined by
Customer
4 hours N/A As
appropriate

26 SCHEDULE 3
STATEMENT OF WORK – 1/12/2026 – Version 1.2
See attached.

27 EXHIBIT B

PAYMENT PROCESSING TERMS AND CONDITIONS
☐ PAYMENT GATEWAY – CUSTOMER HAS AN EXISTING RELATIONSHIP WITH A PAYMENT PROCESSOR AND THE TERMS AND CONDITIONS OF CUSTOMER’S RELATIONSHIP WITH SUCH PAYMENT PROVIDER SHALL APPLY .
☑ P AYMENT SUBMITTER – EUNA SHALL SUBMIT TRANSACTIONS TO CHASE MERCHANT SERVICES FOR PROCESSING. THE TERMS AND CONDITIONS OF THA T

CERTAIN PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES WITH JP MORGAN CHASE, A TTACHED HERETO AS SCHEDULE 4, SHALL APPL Y .

28 SCHEDULE 4

SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES

See attached.

29 Appendix 1
City of Victorville Insurance Requirements

1. Required minimum coverages are as follows:
a. Commercial General Liability (CGL): Insurance Services Oﬃce Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a genera l aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired (Code 8), and non-owned autos (Code 9), with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage.
c. Workers’ Compensation Insurance : as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant its employees, agents and subcontractors. (1) If Consultant has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are deﬁned as “employees” under t h e L a b o r C o d e a n d t h e r e q u i r e m e n t f o r W o r k e r s ’ C o m p e n s a ti o n c o v e r a g e m a y b e waived by the City’s Risk Manager. Coverage waivers are not available as speciﬁed in California Business and Professions Code Section 7125.
d. Professional Liability (Errors & Omissions) Insurance : appropriate to Consultant’s Profession, with limits of no less than $1,000,00 per occurrence or claim; $2,000,000 aggregate.
e. Technology Professional Liability Errors and Omissions Insurance: appropriate to Consultant’s profession and services hereunder, with limits not less than $2,000,000, per occurrence. Coverage shall be suﬃciently broad to respond to the duties and obligations as is undertaken by consultant in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of 30 electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory ﬁnes and penalties as well as credit monitoring expenses. (1) The policy shall include or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information (collectively “property”) of City in the care, custody, or control of Consultant.
f. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the speciﬁed minimum limits of insurance and coverage shall be available to the City.
g. All Insurance is to be placed with good and responsible insurers which are licensed or authorized to transact insurance business in the state of California with an AM Best’s rating of not less than A:VII, unless otherwise acceptable to the City.

2. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. The City, its oﬃcers, oﬃcials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
b. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary and non -contributory a n d a t l e a s t a s b r o a d a s I S O C G 2 0 0 1 0 4 1 3 a s respects the City, its oﬃcers, oﬃcials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City, its oﬃcers, oﬃcials, employees, agents, or volunteers shall be excess of Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any excess or umbrella liability policies. c. Consultant hereby grants to the City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to eﬀect this waiver of subrogation, but this provision applies regardless of 31 whether or not the City has received a waiver of subrogation endorsement from the insurer.
d. Each insurance policy required in this Agreement shall provide that coverage shall not b e c a n c e l e d , e x c e p t w i t h w r i tt e n n o ti c e t o t h e C i t y . I n t h e e v e n t o f c a n c e l l a ti o n o r amendment of any required insurance policy for any reason whatsoever, the City shall b e n o ti ﬁ e d i n w r i ti n g n o t l e s s t h a n t h i r t y ( 3 0 ) d a y s b e f o r e t h e c a n c e l l a ti o n o r amendment is eﬀective. In the case of cancellation for non -payment, ten (10) days advance written notice shall be given.
e. Consultant may use umbrella or excess policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the primary and umbrella or excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non - contributory, additional insured, self-insured retentions (SIRs), indemnity, and defense requirements. The umbrella or excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance.
f. Any Self-insured retentions and deductibles must be declared to and approved by the City.
g. If any of the required policies provide claims-made coverage:
(1) T h e R e t r o a c ti v e D a t e m u s t b e s h o w n a n d m u s t b e b e f o r e t h e d a t e o f t h e Agreement or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least ﬁve (5) years after completion of the contract of work. (3) If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the Agreement eﬀective date, Consultant must purchase “extended reporting” coverage for a minimum of ﬁve (5) years after completion of work.
h. Consultant shall require and verify that all subcontractors/subconsultants maintain insurance meeting all requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors/subconsultants. For CGL coverage, subcontractors/subconsultants shall provide coverage with a form at least as broad as CG 20 38 04 13. i. Consultant shall furnish the City with original certiﬁcates of insurance and endorsements evidencing the coverage required by this Agreement at least seven 32 business (7) days prior to performing any services. All certiﬁcates of insurance and endorsements are to be received and approved by the City before any provision of services or work commences. The City reserves the option to require complete, certiﬁed copies of all required insurance policies, including endorsements required by this Section, at any time.
j. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Exhibit A
Kiosk Maint enance and Warranty Provisions

CityBase Statement of Work
Victorville Flat File
Version 1.2

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 2 Revision History 3
Pricing, Terms and Conditions 4
Document Purpose 4
Contact Information 4
Project Description 4
Scope 4
Integration 5
Schedule 6
Project Kickoff and Discovery 6
Project Schedule 7
Testing 8
Appendix A: Integration Assumptions 9
Appendix B: Flat File Integration 10
Lookup File 10
CityBase Responsibilities 10
Client Responsibilities 10
Field Specifications: 10
Postback 12
CityBase Responsibilities 12
Client Responsibilities 12
File Specifications 12
Appendix C: Project Schedule 13
Appendix D: Source System Integration Worksheet 15
Account Lookup - Flat File 17
Payment Posting - Flat File 18

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 3 Revision History

Date Changes Editor Version Number
10/22/25 Initial Version KF 1.0
01/05/26 Updates KF 1.1
01/12/26 Remove legacy language KF 1.2

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 4 Pricing, Terms and Conditions
Payment Terms are detailed in Kiosk Proposal for City of Victorville, CA ● Implementation will be invoiced 100% on signature
Document Purpose

The purpose of this document is to establish the scope for a CityBase Kiosk project. This document will be used for any new project, including new implementations and updates to existing implementations.

This document will establish the high level scope of the project. It will be signed at the beginning of the project and will drive all subsequent implementation activities - the project kickoff and the coordination of CityBase project team resources.

Any changes made to this document following the initial approval will require a Change Order.

These changes may result in modifications to project schedule and/or pricing for the project.

Contact Information
Primary CityBase POC: Name: Kevin Dinh
Email: [email protected]
Client Project Manager Name: John Mendiola
Email: [email protected]
Client Decision Maker Name: Carmen Cun
Email: [email protected]
Client technical POC Name: Jennifer Little
Email: [email protected]
Project Description

CityBase will build a flat file integration in partnership with City of Victorville to process kiosk payments. A new flat file integration will be used to integrate with the City’s Tyler Munis system.

Additionally, the kiosks will undergo repairs.

Scope

Item Description
Flat File New Flat File integration with Tyler Munis
Kiosk Repairs Kiosk repairs, see Kiosk Proposal for City of Victorville, CA

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 5 Integration
𝥀 N/A - No new or updated integrations are included with this project

7.0.1 Number of source system integrations 1

7.0.2 For each source system integration, list the
source system name, lookup method, postback
method
Source System: __Tyler Munis_____
Lookup:
𝥀 None 𝥀 API
x Flat file
𝥀 Other: ___________
Postback:
𝥀 None 𝥀 API
x Flat file
𝥀 Other: ___________
Integration Complexity:*
x Low 𝥀 High

7.0.3 Supported lookup methods*

7.0.4 Barcode scanning enabled?

CityBase supports 1D and 2D (QR) codes for
scanning. The barcode must contain the unique
identifier for the bill being paid.
𝥀 Yes 𝥀 No

7.0.5 Number of financial system integrations (if
separate from the source system)

7.0.6 For each financial system integration, list the
source system name, lookup method, postback
method
Source System: _____________
Postback:
𝥀 None 𝥀 API
𝥀 Flat file
𝥀 Other: ___________
Integration Complexity:**
𝥀 Low 𝥀 High

7.0.7 sFTP Site Hosting (if flat file is selected above) x CityBase

𝥀 Client 𝥀 Vendor

𝥀 N/A

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 6 7.0.8 File Transfer Responsibilities (if flat file is selected above)
x Client 𝥀 Vendor
*Complexity for integrations are outlined in Appendix A. If an integration is qualified as low complexity, but the assumptions do not hold true during the implementation, additional fees may be charged.

If there is a material change in the complexity of the integration, or if there are delays to discovery during the project, a minimum fee of $5,000 may be assessed by CityBase, in addition to Professional Services hours required to complete the application integration. Examples of material changes or delays include:
● Changes to the integration complexity, as defined by the assumptions below ● Changes to the integration documentation as outlined in the Statement of Work ● Failure to deliver integration documentation in a timely manner, as outlined in the Discovery phase in the project schedule
● Lack of access to or intermittent issues with the API test environments ● Inability to deliver sample files or API calls to support CityBase integration development in a timely manner, as outlined in the Discovery phase in the project schedule ● Failure to schedule and complete training and/or testing in a timely manner, as outlined in the UAT phase in the project schedule
Schedule

Project Kickoff and Discovery
Upon contract execution, CityBase will schedule a kickoff meeting. The purpose of the kickoff meeting is to introduce you to the CityBase implementation team that will manage your project and establish clear expectations, next steps and timelines for the project going forward. This kickoff meeting also represents day 1 of the project as indicated in the project plan.

CityBase expects the following attendees from your organization to join the kickoff meetings:
● Technical representatives - the individuals in your organization who manage your source system and/or your billing system vendors

The most important aspect of the project kickoff is to begin the Discovery phase. During Discovery, CityBase expects you, the Client, to provide crucial information needed to implement your kiosks.

CityBase accounts for 2 weeks in our project timeline for you to complete the Discovery documents. If the items below are not completed within this window, your project will be delayed.

Samples of each document are included in the appendices. The documents that must be filled out will be provided to you upon contract or SOW signature.

Your Project Manager will be responsible for collecting the requested information below.

Coordination with your vendors or other internal stakeholders is the responsibility of your project manager.

Deliverable Description

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 7 Source System
Integration
Worksheet
Specific requirements related to the integration, including but not limited to:
● Connectivity including API Login Credentials
● Test source system data
● Sample flat files (if applicable)

The Source System Integration Worksheet is shown in Appendix H.

Upon receipt of these deliverables, CityBase will review the information provided for accuracy and consistency. CityBase is then responsible for the following deliverables.

Finalized Documents CityBase will request approval on each deliverable in order to exit the Discovery phase and begin Build. The project build will not begin until the Discovery requirements are completed.

Project Schedule
The project schedule is provided in Appendix C. Dates will be adjusted to reflect the actual SOW execution date at the time of contract signature. Any delays to the Discovery timeline that are caused by the client will impact the project schedule and may have a corresponding cost associated. The Client will be responsible for providing the necessary tools, test accounts, permissions, and other similar pieces of information that are needed to successfully complete the project in a timeline fashion. Failure to provide these resources will result in a project delay, which may have a corresponding cost associated with the schedule change.

Schedule Dependencies

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 8 Testing
CityBase will conduct regression testing on all updates made to City systems. CityBase will provide a User Acceptance Testing environment to the City, as mutually agreed upon with the City.

Please note: There is an expectation that the Client will review the change in the UAT environment within 10 business days of the link being shared, with a faster response appreciated (as this frees up the test environment).

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 9 Appendix A: Integration Assumptions

Below is our framework for estimating development and integration work for the CityBase Platform.

Low-Complexity Integrations Assumptions
● Vendor or client provides integration documentation for the system. Client is responsible for coordinating with the CIS vendor to provide technical specifications for all integration components.
● Sample API calls are provided in an industry standard and acceptable format such as:
○ SOAP API: SOAP UI
○ REST API: Postman
● Lookups and postbacks use:
○ A REST API
■ Sample API calls provided
○ A SOAP API
■ Sample API calls provided
○ A flat file
■ Sample file provided
● No custom business logic is required. The results are displayed as returned from the source system.
○ For example, CityBase receives the amount due for the obligation from the underlying system. No calculation is required to determine the amount paid. ● Source system is Live and unchanging during CityBase implementation ● CityBase has access to a test environment for integration development that has all of the same capabilities as production

High-Complexity Integrations Assumptions
● Documentation provided by the County or its vendors is non-standard / is created specifically for this project
● CityBase must do a translation or transformation of the results ● Source system is not yet live or undergoing an update during CityBase implementation ● There is no test environment available, or the test environment contains a subset of the functionality available in production

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 10 Appendix B: Flat File Integration

Below are the flat file specifications for the account lookup. Any deviation from these specifications during the project implementation may result in additional implementation fees assessed.

The sFTP server will be provided as specified above. The Client is responsible for accessing the sFTP site using their preferred tool. CityBase does not provide an interface to interact with the sFTP server.

Lookup File

CityBase Responsibilities

CityBase is responsible for consuming the customer file daily from the sFTP server to facilitate account lookups in the kiosk workflow. Any issues consuming the file will be reported to the Client by CityBase.

Client Responsibilities

Client is responsible for generating the customer file and delivering it to the sFTP site for use by CityBase. The Client is responsible for remediation of any issues and delivering updated files to CityBase, in the event that an issue with the file format is discovered.

Field Specifications:

File Format: CSV

Column Name Field Type Description Required?
customer_number String Y
account_number String
Must be a unique value in the
file Y
Address_1 String Service address, street number N
city String Service address, city N
State String Service address, state N
Zip String
Service address 5 or 9 digit zip
code N
customer_name String
phone Integer 10 digit phone number. Does N

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 11 not include parentheses or
dashes.

Example: “15555555555”
cash_only String
One time cash payment on a
first return Y
amount_due Integer
currency in dollars

Example: $123.45 is provided
as “123.45” Y
amount_past_due Integer
currency in dollars

Example: $123.45 is provided
as “123.45” N
due_date ISO 9801 Date
Indicates the due date for the
obligation. Recommended for
recurring billing.

Example: “2020-11-17” N
cfwalt_flag String
Used when multiple returns
have been received. Account is
flagged for 12 months. Y
ubcut_flag String
Water Service Disconnection
due to non-payment Y

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 12 Postback

CityBase Responsibilities

CityBase is responsible for generating the postback file and delivering it to the sFTP site for use by the Client.

Client Responsibilities

Client is responsible for retrieving the file from the sFTP server and importing the information to their system.

File Specifications

File Format: CSV

Column Name Field Type Description
kiosk_id String
The kiosk name where the
transaction was processed
transaction_id Integer
Unique transaction ID assigned by
CityBase
account_number String The biller account number paid
payment_type String
The method of payment. Includes:
● cash
● check
● credit_card
card_type String
The type of card. Only included for
“credit_card” payment types.

Includes:
● visa
● master_card
● amex
● discover
payment_date_time ISO 8601 date format
Date and time of the payment in local
time
payment_amount
currency in cents

Example: $123.45 is provided as “12345”
Amount paid against the account.

Does not include any service or
convenience fees
fee
currency in cents

Example: $123.45 is provided as “12345”
Amount paid by the end-user for the
convenience fee or service fee.

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 13 Appendix C: Project Schedule
The table below describes an example timeline for your project. Once we have reached a signed agreement with you, we will schedule our resources per this timeline and apply them to a Project Schedule and Gantt Chart. That schedule will be reviewed with you in the Project Kickoff meeting. We have also attached a Work Breakdown Structure to specify the tasks associated with each phase of your project.

Phase Duration Description
Kickoff Within 2 weeks Upon execution, we will work with your team to schedule a project kickoff meeting.

Discovery:

Client
Deliverables
submitted
2 Weeks As mentioned above, the first part of Discovery requires a list of deliverables from the client where we finalize the requirements for your solution and gather the remaining information we need. Our schedule assumes that this
information is provided within 2 weeks of the Project
Kickoff.

Discovery:

Full Client
Sign off
2 Weeks Upon receiving Client Deliverables, CityBase will review those deliverables and work with you to resolve any issues or open items. We will confirm your requirements by
providing mockups of your solution for you to sign-off on.

Waiting for
Build
Variable

We will not start to build your solution until Discovery is complete. Since we have many projects happening in
parallel we cannot always guarantee that the build will start immediately following the completion of Discovery.

Once you sign an agreement, your spot in the build
schedule will be reserved and will be dependent on
Discovery completing within the 4 week timeline described above. Your Project Manager will work with you to ensure you remain on target for these timelines.

Build / Test 5 weeks Once we have started the Build process, we estimate 5 weeks to build and test your solution before making it
available to you for User Acceptance Testing.

UAT 2 weeks User Acceptance Testing typically takes two weeks or less with that timeline allowing for 2 full rounds of UAT.

Go Live Go Live will happen upon the completion of successful UAT.

Total to Go-
Live
15 weeks
Project 2 weeks Following a successful Go-Live, we will close out the

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 14 Closeout project and transition you to our Customer Support and Engagement Teams.

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 15 Appendix D: Source System Integration Worksheet

This document is used to gather functional and technical requirements about a client’s implementation with CityBase. This document can be used to gather integration requirements (API or Flat File) and business requirements for the workflow. A CityBase Solutions Engineer should initially complete some contents of this document and subsequently by the client’s technical resource that is familiar with the integration.

Key:
• (SOW) indicates covered in the Statement Of Work
Overview
For each source system integration, list the
source system name, lookup method, postback
method* (SOW)

Source System: ___________
Lookup:
𝥀 None 𝥀 API
x Flat file
𝥀 Other: ___________
Postback:
𝥀 None 𝥀 API
x Flat file
𝥀 Other: ___________
Integration Complexity:*
(See Integration Assumptions
below)
x Low 𝥀 High
Supported lookup methods* (SOW)
Do the lookup methods return unique results?

For example, when an account number is looked up,
are the results always unique?

If the results are not unique, which value should
be displayed to the customer?

Displaying account numbers is the most common.

Supported lookup methods* (SOW)
Kiosk Example - Utility

Account Number:
- Accoun
t
Number
Service Address:
- Last
Name
- Street
Number
- Street
Name

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 16 Do the lookup methods return unique results?

For example, when an account number is looked up, are the results always unique?

If the results are not unique, which value should be displayed to the customer?

Displaying account numbers is the most common.

Business Rules

Detail any business rules applied at the account lookup. Please reference integration assumptions for applicable business rules.

Supported business rules include:
• Not payable at kiosk
• Tender type restrictions
• Over/underpayment restrictions

Account Balance Display

After a customer successfully looks up an account, these values will be displayed within the workflow. Note that any data displayed must be available in the integration.

Kiosk Example - Utility:

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 17 Utility Standard Display:
• Account Number
• Due Date
• Account Balance
• Past Due

Account Lookup - Flat File

Example File
File Format (SOW)

Examples include: csv, txt

File Delimiter (SOW)

Examples include: comma, pipe, semi-colon

File Name

CityBase standard is:

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 18 • clientname_citybase_accounts.

CityBase’s application requires the file to be named the same every time it is uploaded.

File Headers

Ingestion Business Rules:
• Required fields
• Data Type
• Unique Identifier
See file spec table below.

SFTP Hosting (SOW)

CityBase standard is: CityBase SFTP host
𝥀 CityBase - 2
SFTPs will be
configured. 1 for
testing, and 1 for
production.

𝥀 Client
SFTP Folder Path

CityBase requires the file to be uploaded to the same folder every time it is uploaded.

CityBase standard is: /client brand_accounts

Transmission Time & Frequency

This is when the file will be uploaded and how frequently.

CityBase recommends uploading a new file every business day to keep accounts up to date and provide customers with the most accurate account information.
.

Payment Posting - Flat File

File Contents

What payments does the file include? All successful payments, cash only, etc?

Example File

File Format

Examples include: csv, txt
csv

363 W Erie St, 7th Floor, Chicago, IL 60654 | 866.210.6270 | thecitybase.com 19 File Delimiter

Examples include: comma, pipe, semi-colon
comma
Does the file include headers?

File Name

CityBase standard is:
• clientname_citybase_payments_MMDDYY

CityBase/Client Specific fields

Are there specific fields that are specific to the CityBase flat file integration?

Examples include fields like:
• Bank Name
• Source
• Vendor

SFTP Credentials/Folder - UAT

Where will the file be delivered to on a regular basis? If CityBase is hosting the SFTP, this section is to be completed by CityBase.

CityBase to
provide.

SFTP Credentials/Folder - PRODUCTION

Where will the file be delivered to on a regular basis? If CityBase is hosting the SFTP, this section is to be completed by CityBase.

CityBase to
provide.

Transmission Time

When and how frequently is the file generated? Every day, at 8 PM CDT? Every business day?

Exhibit B
Payment Processing
Terms and Conditions

Victorville City CouncilFebruary 3, 2026

Victorville City Council
February 3, 2026