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05.09.2024 Telecom Board Agenda - Special Session
BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols May 9, 2024 City Clerk’s Office 9:00 a.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Motion approving an agreement with Paymentus, for credit card payment processing and integration into the billing software and authorizing the General Manager of Telecommunications to execute said document. 4. Motion approving an agreement with 3-GIS LLC for Fiber Optic Network Asset Management software, in the amount of $111,850 over 3 years, in conjunction with the FY2024 Fiber Optic Network Asset Management RFP, Contract No. 1098, and authorizing the General Manager to execute said document. 5. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees CONFIDENTIAL AND PROPRIETARY PAYMENTUS LEGAL: FORM REVISION OF 11.4.2022 MASTER SERVICES AGREEMENT Client: Waterloo Fiber Client Address: 625 Glenwood St. | Waterloo, IA 50703 (319) 291-0175 Contact for Notices to Client: Estimated Number of Yearly Payments: Erica Christiansen/Eric Lage TDB (New ISP) This Master Services Agreement (“Agreement”) is entered into as of the date of the last of the signatures set forth below (“Effective Date”), by and between the Client identified above and Paymentus Corporation, a Delaware Corporation, with a principal place of busine ss at 11605 N. Community House Road, Suite 300, Charlotte, North Carolina 28277. Client and Paymentus are also referred to as “Party” and collectively as the “Parties”. STATEMENT OF PURPOSE Paymentus desires to provide, Client desires to receive electronic bill payment services as more particularly described in this Agreement under the terms, and conditions set forth herein. AGREEMENT In consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of the following documents: (i) this signature page (ii) the General Terms and Conditions; and (iii) the following Schedules: Schedule A: Paymentus Service Fee Schedule Schedule B: Client Payment Data Schedule C: Professional Services for Standard Implementation and Custom Integration Schedule D: Statement of Work This Agreement represents the entire agreement between the parties with respect to its subject matter, supersedes all prior written or oral agreements or understandings related to the subject matter hereof, and may be changed only by agreements in writing signed by the authorized representatives of each of the parties. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. CLIENT: By: __________________________________ NAME: _______________________________ TITLE: _______________________________ DATE: _______________________________ PAYMENTUS CORPORATION By: __________________________________ NAME: _______________________________ TITLE: _______________________________ DATE: _______________________________ Confidential & Proprietary 191108.1 GENERAL TERMS AND CONDITIONS BY AND BETWEEN PAYMENTUS CORPORATION AND Waterloo Fiber] 1 Definitions: For the purposes of the Agreement, the following terms and words have the meaning ascribed to them, unless the context clearly indicates otherwise. 1.1 “Affiliates” means (i) any entities that control, are controlled by, or are under common control with a Party. 1.2 “Agent Dashboard” means a web based portal that enables Client to manage and monitor its’ customers' payments and accounts including such features as the ability to add and manage users, look up payment schedules, make payments manually on behalf of the customers, and generate payment reports. 1.3 “Agreement” or “Master Agreement” means the Master Services Agreement between the parties, as amended from time to time, including the Signature Page, these General Terms and Conditions and all Schedules. 1.4 “Average Bill Amount” means the total amount of Payments processed through Paymentus in a given month divided by the number of the Payments for the same month. 1.5 “Custom Enhancement(s)” means one or more enhancements to the Services which is either unique to Client, or which was expedited prior to being developed pursuant to a Statement of Work entered into by the Parties in which Client agrees to pay Professional Services Fees for the Work done in connection therewith. 1.6 “Customer Information Files” or “CIF” means a computerized file used by a company that stores all customer data such as the customer’s personal and account information. 1.7 “Custom Implementation” means implementation of Client’s Custom Integration and Custom Enhancements in accordance with the applicable SOW. 1.8 “Custom Integration” customization of the Platform to integrate with Client’s billing system using non-standard file specifications or application programming interfaces (“APIs”) supported by Client’s billing system 1.9 “Effective Date” has the meaning set forth on the signature page above, unless the Agreement is submitted to Client for acceptance in a manner that does not call for Paymentus to execute it, in which event the Effective Date shall be the date that Client signs the Agreement. 1.10 “Excess Payment Amount” means the Payment Amounts from Non-Qualified Transactions processed in a calendar month. 1.11 “Fee Assumptions” means information used to calculate the Paymentus Fee (as defined in Section 3.2) as provided by Client in good faith, including (i) the projected Average Bill Amount, and (ii) the projected payment method mix (credit vs debit vs e-check) of all card Payments processed that month. 1.12 “IPN” or “Instant Payment Network”™ means the network developed by Paymentus to enable customer engagement, bill presentment and receipt of payments by businesses through multiple channels as enabled from time to time by Paymentus. 1.13 “Launch Date” means the date on which Client completes the introduction to Users of all of the Services set forth on Schedule A or in any applicable SOW as of the Effective Date of this Agreement. 1.14 “Minimum Monthly Commitment” means a fixed amount agreed to by the Parties that is based upon the expected number of transactions to occur each month during the Term times the Average Bill Amount, as set forth in Schedule A). 1.15 “Non-Qualified Transaction” means any payment where the Paymentus Fee is lower than the cost of processing such payment (including the cost of Third Party Fees). 1.16 “Payment” means payment by a User through the Platform for Client’s services, Client’s bills, or other amounts owed to Client. 1.17 “Payment Amount” means the amount of a Payment. 1.18 “Paymentus Authorized Processor” means a Paymentus authorized merchant account provider or payment processing intermediary or gateway. Page 2 Confidential & Proprietary 191108.1 1.19 “Paymentus Fee” is the amount charged for the Services as set forth on Schedule A. 1.20 “Platform” is defined in Section 2.1. 1.21 “Professional Services” means the work to be performed for Client by Paymentus as described in the Statement of Work, which may be changed from time to time in accordance with the Change Order process described in the SOW. 1.22 “Professional Services Fees” means the fees charged for the Professional Services described on a Statement of Work. 1.23 “Reversed or Chargeback Transactions” means cancelled transactions due to User error, a User’s challenge to Payment authenticity, or action by a financial institution or a Paymentus Authorized Processor (commonly referred to as ACH or eCheck returns or credit/debit card chargebacks). 1.24 “Services” means the performance by Paymentus of the payment and related services selected by Client as set forth in Schedule A and as provided in Section 2.2.1. 1.25 “Standard Implementation” means (i) the initial integration between the information systems of both parties so that Paymentus can receive Client’s customer data to be used in the provision of the Services, and Client can receive payment and other related data from Paymentus, (ii) the setup of the payment processor and bank deposit accounts, (iii) the setup of the payment channels described on Schedule A to this Agreement and (iv) the creation of business rules to be applied to the acceptance of payments, all as further described in the applicable SOW or Paymentus documentation. Any changes following the initial integration will be handled through the Change Order process. 1.26 “Statement of Work” or “SOW” means the statement of work entered into between the Parties, which shall be substantially in the form attached as Schedule C, which is attached hereto and incorporated herein by reference. 1.27 “System Availability” means that date on which Paymentus notifies Client’s that the Platform is ready process User data. 1.28 “Term” means the Initial Term and any renewal term as defined in Section 7.1 of this Agreement. 1.29 “Third Party Fees” is defined in Section 2.1 of this Agreement. 1.30 “User” means a Client customer who uses the Services to pay its Client bills. 1.31 “Work” or “Work Product” means the customizations that are performed by Paymentus as part of the Professional Services described in the SOW. 2 Description of Services to be Performed 2.1 Scope of Services When selected on Schedule A, Paymentus will provide Users the opportunity to view and receive bills, make Payments using the payment methods provided under Schedule A and other payment methods and wallets as offered by Paymentus from time to time. The payment methods and other services provided may be used within the channels described on Schedule A or on other websites or mobile/web apps or chatbots or voice assistants that are part of the Instant Payment Network, (collectively referred to as the “Platform”). Paymentus will provide a mechanism by which Client may select the channels and payment methods Client wishes to offer Users. Paymentus will be the exclusive provider to Client of all electronic bill payment and related services substantially similar to the Services. 2.2 Professionalism Paymentus will perform the Services in a professional and commercially reasonable manner. 2.3 New or Enhanced Services From time to time Paymentus may offer Client new or enhanced services, such as new functionality within the IPN, the ability to accept other payment methods, methods of bill presentment, the ability to access alternative payment processors or other service providers or Paymentus Authorized Processors or otherwise modify the terms and conditions under which the Services are provided (“Service Enhancements”). Paymentus will provide Client with notice through the Agent Dashboard disclosing the terms, including any contracts or contract amendments, under which the Service Enhancements will be made available. If the Service Enhancements will result in additional fees to or impose additional material obligations on Client or Users, Client will have thirty (30) days after the date Page 3 Confidential & Proprietary 191108.1 the notice is posted on the Agent Dashboard to opt - out of the Service Enhancements in the manner provided in the notice. If Client does not opt-out in a timely manner, then when the Service Enhancements are introduced they will form part of the Services and Client will be bound by the additional terms as disclosed in the notice, and the Paymentus Service Fee (Schedule A) will be deemed amended to reflect changes in the Services and fees in connection with the Service Enhancements. 3 Compensation and Payment Terms 3.1 Implementation 3.1.1 Charge for Standard Implementation. Paymentus will charge the fees related to Standard Implementation that are set forth on the applicable Statement of Work. 3.1.2 Custom Implementation. If Client requests customizations during the implementation process, the SOW will contain an estimate of the amount of custom Work that will be required to be performed on a time and materials basis, which Work will be performed at a blended hourly rate set forth therein in accordance with the payment terms set forth in the SOW. If there are changes following the execution of the Statement of Work, the parties will follow the change order process detailed in the SOW. Custom implementation shall be billed as set forth in the SOW. 3.2 Paymentus Fee 3.2.1 Party to be charged the Paymentus Fee. The party to be charged the Paymentus Fee is identified on Schedule A. 3.2.1.1 Where the “User Box” is checked on Schedule A, User will be charged the Paymentus Fee. 3.2.1.2 If the “User Box” is not checked on Schedule A, Client will be charged the Paymentus Fee. 3.2.2 Third Party Payments. Paymentus will pay the corresponding processing and related fees to the applicable third parties out of the Paymentus Fee (“”Third Party Fees”), except for fees related to Reversed or Chargeback Transactions. 3.2.3 Adjustments to the Paymentus Fee. The Paymentus Fee may be adjusted thirty (30) days following the date of delivery by Paymentus’ of prior written notice to Client due to one of the following: 3.2.3.1 Mistake in connection with the Fee Assumptions. A mistake by either of the parties with respect to the Fee Assumptions, including but not limited to changes in (a) the average Payment Amount made by the Users, (b) the mix of payment methods utilized by the Users or (c) the interchange rates applied to transactions. 3.2.3.2 Charges for Non-qualified Transactions. Client will be billed additional Paymentus Fees equal to [2.85%] of the Excess Payment Amount for each month. 3.2.3.3 Changes in Third Party Fees. Changes in the card or payment system rules, changes in payment processing fees or other changes in Third Party Fees that are outside of Paymentus’ control that increase Paymentus’ cost of processing transactions. 3.2.3.4 Changes due to increases in the Consumer Price Index. Beginning on the first anniversary of the Launch Date, and continuing on each anniversary of the Launch Date thereafter during the initial term and any renewal terms, the Paymentus Fee may be increased annually by a percentage equal to the increase in the Consumer Price Index, “U.S. City Average/All Items for All Urban Consumers (CPI-U) (1982-84 = 100)”. 3.3 Payment Terms. 3.3.1 User Paid Invoices. When User pays the Paymentus Fees (as designated on Schedule A), User will pay the Paymentus Fees together with the corresponding Payment at the time of the transaction. 3.3.2 Client Paid Invoices. When Client is obligated to pay the Paymentus Fee (as shown on Schedule A), Paymentus will invoice Client promptly following the end of each full or partial calendar month during the Term and Client’s bank account will be debited for Paymentus Fees. In addition, Client will be billed for applicable Professional Services Fees as described in the SOW in accordance with the terms set forth therein. Client shall notify Paymentus in writing of any alleged errors or discrepancies detected by Client in Paymentus’ calculation of the Paymentus Fees, or Professional Services Fees contained in the applicable invoice(s) within thirty (30) days from the invoice date (“Due Date”). To the extent that any portion of an invoice is disputed in good faith (“Disputed Amount”), Client shall timely pay on or prior to the Due Date the undisputed portion of any invoice, and promptly notify Paymentus in writing of the Disputed Amount, providing a reasonably detailed explanation for such Disputed Amount (“Invoice Dispute Notice”). The parties shall work together in Page 4 Confidential & Proprietary 191108.1 good faith to resolve all issues identified in the Invoice Dispute Notice within ten (10) days of Paymentus’ receipt thereof. Charges on invoices which are not disputed within thirty (30) days of the invoice date shall be deemed accepted and Paymentus shall have no obligation to correct any calculation errors identified after such period. Invoices that are not timely paid shall be subject to interest from the Due Date at the higher of 18% per annum or the then current legal rate of interest. 4 Payment Processing 4.1 Integration with Client’s Billing System Paymentus will provide implementation services to Client in accordance with the terms of Schedule C, which is attached hereto and incorporated herein by reference. 4.2 PCI Compliance To the extent that either party receives payment card information subject to the Payment Card Industry Data Security Standards (“PCI-DSS”) in connection with providing the Services, such party will comply with all requirements of the PCI-DSS with respect to storage, transmission and disclosure of payment card information. 4.3 Explicit User Confirmation Paymentus will electronically confirm to the User the dollar amount of all Payments, and when paid by the User, the corresponding Paymentus Fee to be charged for the transaction, and electronically obtain the User’s approval of the charges prior to initiating payment authorizations transaction. 4.4 Merchant Account If described as part of implementation services in the applicable SOW, Paymentus will assist Client in setting up a merchant account directly with the Paymentus Authorized Processor for processing and settlement of transactions. 4.5 Payment Authorization For authorization purposes, Paymentus will electronically transmit all card or other payment transactions to the appropriate processing center, in real time as the transactions occur or as provided in applicable rules. In its sole discretion, Paymentus may refuse to process any transaction that it reasonably believes is (i) submitted in violation of its terms of use or (ii) necessary to protect Client, Users, itself or others from actual or potentially illegal, fraudulent or harmful activity. 4.6 Settlement Paymentus together with a Paymentus Authorized Processor will forward the payment transactions, to the appropriate organizations for settlement directly to Client’s depository bank account previously designated by Client (“Client Bank Account”) as a positive amount of payment processing funds, net of any User paid Paymentus Fee and any Reversed or Chargeback Transactions (described below). When Client pays the Paymentus Fee, Paymentus will invoice Client and debit the fees from the Client Bank Account on a monthly basis. Paymentus together with the Paymentus Authorized Processor will continuously review its settlement and direct debit processes for its simplicity and efficiencies. Client and Paymentus agree to fully co- operate with each other if Paymentus were to change its settlement and invoicing processes. 4.7 Reversed or Chargeback Transactions With respect to all Reversed or Chargeback Transactions, Client authorizes Paymentus and Paymentus Authorized Processor (and/or the respective payment organizations) to debit the Client Bank Account for the Payment Amount and/or offset the Payment Amount against future payouts and Paymentus will refund the applicable amount to the payment organization for credit back to the User the corresponding Paymentus Fee, if any. Paymentus together with Paymentus Authorized Processor will continuously review its processes for Reversed or Chargeback Transactions for simplicity and efficiencies. Client and Paymentus agree to fully cooperate with each other if Paymentus requires any change to its settlement and invoicing processes for these transactions. 5 General Conditions of Services 5.1 Service Reports Paymentus will provide Client with reports summarizing use of the Services by Users for a given reporting period, which period shall be designated by Client during the Standard Implementation process. Such standard reports are available through the Agent Dashboard. 5.2 User Adoption Communication by Client Client will prominently communicate the Services as a primary payment option to its customers wherever Client usually communicates its other payment options. Page 5 Confidential & Proprietary 191108.1 Client will make the Services known or available to its customers by different means of customer communication including (i) on the face of bills, invoices and other notices; (ii) on any marketing or advertising materials that include payment options; (iii) if direct payments have been activated, by providing Interactive Voice Response (“IVR”) and Web payment details prominently on Client’s website including a “Pay Now” or similar link on a mutually agreed prominent place on the web site; (iv) if IVR payments have been activated, through Client’s general IVR/Phone system; and (v) other channels or means available to Client or reasonably suggested by Paymentus. Paymentus will provide Client with logos, graphics and other marketing materials solely for Client’s use in its communications with its customers regarding the Services and/or Paymentus. 5.3 Independent Contractor Paymentus is an independent contractor. Paymentus is not acting as an agent or fiduciary of the Client or its Users. 5.4 Client’s Responsibilities In order for Paymentus to provide the Services, Client will fully cooperate with Paymentus by: (i) Entering into (and authorizing Paymentus to do so on its behalf) all applicable merchant processing, cash management, ACH origination, or kiosk agreements, provided that Client is given notice of and approves any additional fees associated with those agreements, and providing information and consents reasonably requested in connection with the agreements. (ii) Maintaining throughout the duration of the Agreement during which direct payments via the web is activated, a bill payment link connecting to the Paymentus Platform at a prominent and mutually agreed location on Client’s website. If the IVR channel is activated, the phone number for IVR payments will also be added to the web site and as an option as part of Client’s general phone system. (iii) Sharing User Adoption Communication as described in Section 5.2 (User Adoption Communication by Client). (iv) Providing Customer Information to Paymentus. As part of the information transfer required for implementation, Client will provide Paymentus with CIF on all Client customers serviced by Client. The CIF shall also identify customers by payment type. (v) Launching the Service within 30 days of System Availability. Paymentus will notify Client in writing of System Availability. Client will have five (5) days following such notification to confirm that there are no material defects in the System (“Testing Period”). If material defects in the System are identified, Client shall provide reasonable detail to Paymentus about such defects, and the System Availability date will be extended until Paymentus notifies Client again of System Availability, and following an additional Testing Period, Client confirms there are no material defects in the System. If the Launch Date does not occur by the earlier of (i) thirty (30) days following final System Availability or (ii) 120 days following the Effective Date (as adjusted for any time required for Paymentus to cure applicable defects), Client shall be obligated to pay seventy- five percent (75%) of the Minimum Monthly Commitment Fees commencing the following month. (vi) Dedicating sufficient properly trained and fully engaged personnel to support the implementation process and its use of the Services in compliance with all laws applicable to its use of the Services. (vii) Providing Paymentus with the file format specification currently used to post payments to the billing system to allow Paymentus to provide Client with a posting file for posting to Client’s billing system. (viii) Fully cooperating with Paymentus and securing the cooperation of its software and service providers and providing the information required to integrate with Clients’ billing system. (viii) Fully cooperating with Paymentus to integrate its systems with the Paymentus Platform through the use of Paymentus’ APIs to enable Client’s access to the IPN, if selected. (ix) Promptly provide Paymentus notice within a reasonable time (not to exceed 48 hours) if Client encounters a cyber-incident or a data security breach which could reasonably be expected to compromise Paymentus data. Page 6 Confidential & Proprietary 191108.1 6 Indemnification and Limitation of Liability 6.1 Paymentus Indemnification and Hold Harmless Paymentus agrees to defend, hold harmless and indemnify Client and its directors, officers or governing officials, and employees (collectively, the “Client Indemnitees”) from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable attorney’s fees and costs), incurred by any Client Indemnitee arising from a claim or demand brought by a third party to the extent such claim or demand alleges that the Services provided under this Agreement infringe the intellectual property rights of the third-party. 6.2 Client Indemnification and Hold Harmless Client agrees to defend, hold harmless and indemnify Paymentus and its directors, officers, employees, and Affiliates (collectively, the “Paymentus Indemnitees”) from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable attorney’s fees and costs), incurred by any Paymentus Indemnitee arising from a claim or demand brought by a third party to the extent the claim or demand relates to the underlying relationship or obligations of Client and its Users. 6.3 Indemnification Procedure The indemnified party will give the indemnifying party prompt written notice of any claim for which indemnification is sought. The indemnifying party will have the right to control the defense and settlement of any claim, provided that any settlement that admits liability on behalf of the indemnified party, or adversely affects the indemnified party shall (i) require the indemnified party’s prior written consent, which consent will not be unreasonably conditioned, delayed or withheld and (ii) to the extent legally permitted, shall remain confidential. 6.4 Warranty Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, PAYMENTUS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED AND DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO CLIENT OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS, FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOOD PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THE AGREEMENT. 6.5 Limitation of Liability NOTWITHSTANDING THE FOREGOING, PAYMENTUS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL PAYMENTUS BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE ACTS, OMISSIONS OR ERRORS OF THIRD PARTIES OR OF CLIENT OR FOR PROVIDING AGREEMENTS, INSTRUCTIONS OR INFORMATION TO USERS AS INSTRUCTED BY CLIENT. PAYMENTUS’ TOTAL LIABILITY FOR DAMAGES FOR ANY AND ALL ACTIONS ASSOCIATED WITH THE AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED (i) FOR AN ERROR OR OTHER ACTION AFFECTING THE PROCESSING OF ONE OR MORE PAYMENTS, THE AMOUNT OF THE PAYMENTUS FEE ASSOCIATED WITH EACH PAYMENT, (ii) FOR ALL OTHER CLAIMS, THE AMOUNT OF THE PAYMENTUS FEE (NET OF DIRECT PROCESSING AND OTHER FEES PAID BY PAYMENTUS) PAID TO PAYMENTUS (“NET FEES”) IN THE SIX (6) MONTHS BEFORE THE EVENTS GIVING RISE TO THE CLAIM OR CLAIMS ARISING FROM THE SAME CIRCUMSTANCES; AND (iii) IN NO EVENT, MORE THAN THE NET FEES RECEIVED IN THE LAST TWELVE (12) MONTH PERIOD UNDER THE AGREEMENT. 7 Term and Termination 7.1 Term The term of the Agreement will commence on the Effective Date and continue for a period of 5 (five) years (“Initial Term”) from the Launch Date. At the end of the Initial Term, the Agreement will automatically renew for successive three (3) year periods unless either Client or Paymentus provides the other party with not less than 6 (six) months prior written notice before the automatic renewal date that it elects not to automatically renew the term of the Agreement. Page 7 Confidential & Proprietary 191108.1 7.2 Material Breach A material breach of the Agreement will be cured within 60 (sixtey) business days (“Cure Period”) after a party notifies the other in writing of the breach in accordance with the Notice Provisions of this Agreement and with reasonable details regarding the material breach. In the event a material breach has not been cured within the Cure Period, the non- breaching party can terminate the Agreement by providing the other party with a 30 business days’ written notice. 7.3 Upon Termination Upon termination of the Agreement, the parties agree to cooperate with one another to ensure that all Payments are accounted for and all refundable transactions have been completed. During any period between the date of the notice of non-renewal or termination, if applicable, and the termination date set forth therein, Client shall maintain transaction volumes materially consistent with historical usage of Paymentus’ Platform. Upon termination, Paymentus will cease all Services being provided hereunder unless otherwise agreed in writing. 8. Confidentiality The parties agree that notwithstanding anything in this Agreement to the contrary, they will each abide by the terms of the Mutual Confidentiality Agreement or other mutual non-disclosure agreement signed by the parties in connection with the commencement of the negotiation of this Agreement (“NDA”), which NDA shall be incorporated herein by reference, with the exception that the Term of the NDA shall be extended from the Effective Date of the NDA for three years following the termination or earlier expiration of this Agreement (the Confidentiality Period”). Furthermore, during the Confidentiality Period, Client will not for any purpose inconsistent with the Agreement disclose to any third party or use any Paymentus confidential or proprietary non-public information that Client has obtained during the procurement process or during the term of the Agreement about Paymentus’ business, including the terms of the Agreement, operations, financial condition, technology, systems, know-how, products, Services, suppliers, clients, marketing data, plans, and models, and personnel. Except as required by law, Paymentus will not for any purpose inconsistent with the Agreement or its privacy policy in effect from time to time disclose to any third party or use any confidential User information it receives in connection with its performance of the Services other than as required in connection with the third parties described in Section 5.4(i) (applicable merchant processing, cash management, ACH origination, or kiosk agreements) above. 9. FOIA Requests If a request for information is made to Client under any federal, state or other governmental freedom of information act or similar law, rule or regulation seeking disclosure of any of the confidential information of Paymentus, this Agreement or other information provided to Client before and after the Effective Date in connection with or pursuant to this Agreement, Client shall (i) promptly provide Paymentus written notice of (email shall suffice) such request (along with a copy of the request) so that Paymentus may seek, at Paymentus’ sole expense, a protective order or other appropriate remedy to protect the requested information to the extent legally permitted and (ii) provide reasonable cooperation (at Paymentus’ request and sole expense, including but not limited to Client’s legal fees reasonably incurred to protect the requested information) to resist or limit any disclosure pursuant to this paragraph. 10. Intellectual Property In order that Client may promote the Services and Paymentus’ role in providing the Services, Paymentus grants to Client a revocable, non- exclusive, royalty-free, license to use Paymentus’ logo and other service marks (the “Paymentus Marks”) for this purpose only. Client does not have any right, title, license or interest, express or implied in and to any object code, software, hardware, trademarks, service mark, trade name, formula, system, know-how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the IVR or the Website) or other intellectual property right of Paymentus (“Paymentus Intellectual Property”). All Paymentus Marks, Paymentus Intellectual Property, and the Platform and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus. 11. Miscellaneous 11.1 Authorized Representative Each party will designate an individual to act as its representative, with the authority to transmit instructions and receive information. The parties may Page 8 Confidential & Proprietary 191108.1 from time to time designate and notify the other party of other individuals or change the individuals. 11.2 Notices All notices of any type hereunder (“Notices”) will be in writing and sent to the addresses indicated on the signature page and except as otherwise provided in these Terms and Conditions will be given by certified mail, a national courier or by hand delivery. Notices will be considered to have been given or received on the date the notice is physically received. Any party by giving notice in the manner set forth herein (or by electronic mail) may unilaterally change the name of the person to whom notice is t o be given or the address at which the notice is to be received, by sending Notice to the other party. Notices to Paymentus shall also be copied to the attention of the Legal Department at the Paymentus address. 11.3 Interpretation It is the intent of the parties that no portion of the Agreement will be interpreted more harshly against either of the parties as the drafter. 11.4 Governing Law The Agreement will be governed by the laws of the state of Delaware, without giving effect to any principles of conflicts of law. 11.5 Severability If a word, sentence or paragraph herein is declared illegal, unenforceable, or unconstitutional, that word, sentence or paragraph will be severed from the Agreement, and the Agreement will be read as if that word, sentence or paragraph did not exist. 11.6 Attorney’s Fees Should any litigation or other dispute requiring the involvement of attorneys arise between the parties concerning the Agreement, the parties agree to bear their own costs and attorney’s fees. 11.7 Force Majeure Each of the Party’s will be excused from performing the Services or other non-monetary obligations to the extent such Party’s performance is directly delayed, impaired or rendered impossible due to acts of God or other events that are beyond such Party’s reasonable control and without its fault or judgment, including without limitation, natural disasters, war, terrorist acts, riots, acts of a governmental entity (in a sovereign or contractual capacity), fire, storms, floods, labor strikes, labor walk-outs, pandemics or other wide-scale heath crisis, quarantine and related restrictions, explosions, extra-ordinary loss of utilities (including telecommunications services), or external computer “hacker” attacks and/or delays of common carrier. 11.8 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer rights, benefits, remedies, obligations or liabilities on any person (including Users or customers of the parties) other than the parties or their respective successors and permitted assigns. 11.9 Entire Agreement The Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings related to its subject matter and except as provided in the Agreement may be changed only by agreements in writing signed by the authorized representatives of the parties. Paymentus may amend this Agreement as reasonably necessary to comply with laws, regulations or rules applicable to the Services provided under this Agreement. 11.9 Counterparts The Agreement and any amendment or other document related to the Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement. The Agreement and any amendment or other document related to the Agreement may be signed electronically. A photographic or facsimile copy of the signature evidencing a party’s execution of the Agreement will be effective as an original signature. General Terms and Conditions Page 9 Confidential & Proprietary 191108.1 Schedule A – Paymentus Service Fee Schedule The Services will initially consist of the Services indicated by a check box on the following table. The Paymentus Fee will be as specified below, and will be paid by the Client, unless designated as a User paid fee. Channe l Channels Services Payment Methods & Channels User will make payments ☒ Instant Payment Network™ Ebill Presentment and Customer Engagement All payment channels and methods offered under IPN such as PayPal, Venmo, PayPal Credit, Secure PDF Push, Chatbot, Advanced Notification Service (ECM), Text 2 Pay, Voice Assistants, Mobile Apps and others as offered by Payments from time to time ☒ $3.05 cents Flat fee for Credit Cards (VISA, MasterCard, Discover, AMEX), Debit Cards (VISA, MasterCard, Discover), Digital Wallets (ApplePay, GooglePay), PayPal, PayPal Credit, Venmo $0.70 cents for one time ACH, $0.35 cents for Autopay ☒ Direct Payments (Web, IVR, Scheduled) Ebill Presentment and Customer Engagement Credit, Debit, ACH ☒ $3.05 Flat Fee for Credit Cards (VISA, MasterCard, Discover, AMEX), Debit Cards (VISA, MasterCard, Discover), Digital Wallets (ApplePay, GooglePay), PayPal, PayPal Credit, Venmo $0.70 cents for one time ACH, $0.35 cents for Autopay Note: The parties have agreed to the following: A. Average Bill Amount: [$73.08 year one] B. Maximum Amount per Payment is [$500.00]. Multiple payments may be made. C. Minimum Monthly Commitment: 1,000 txns per month to commence following 12 month ramp up from go-live. D. Chargebacks and returned checks will be billed at [9.95] per item. E. Customer will Absorb the cost to process ACH Only, all others are a User Pay model F. 2,000 monthly ECM messages (Txt, IVR or emails), $0.20 cents thereafter General Terms and Conditions Page 10 Confidential & Proprietary 191108.1 Schedule B – Client Payment Data Forecast to be provided by Client, New ISP General Terms and Conditions Page 11 Confidential & Proprietary 191108.1 Schedule C – Professional Services For Standard Implementation And Custom Integration 1. Standard Implementation. The parties agree that the Services are provided on a “platform as a service” basis, and not as a result of custom software development. Client will accept Paymentus’ proposed reasonable alternatives to achieve Client’s functional objectives within the limits of the Paymentus platform. Paymentus will charge no fees related to Standard Implementation. 1.1. Integration Approach. Standard Implementation of the Paymentus Platform may be achieved in one of two standard ways: 1.1.1 Standalone System. Paymentus will develop one (1) file format interface with Client’s billing system using Client’s existing text file format currently used to post payments to Client’s billing system. Client will be responsible for providing Paymentus with the one file format specification and will fully cooperate with Paymentus during the development of the said interface. If Client chooses to create an automated file integration process to download the posting file, due to Paymentus security requirement s, Client will use Paymentus specified integration process. As such, the Paymentus platform does and can function independent of any billing system integration. A payment-posting file can be emailed or downloaded from the Paymentus Agent Dashboard. 1.1.2 Standard Integration with Client’s Billing System. Alternatively, if Client chooses to have the Paymentus platform integrated with its billing system, Paymentus can provide standard integration services that Client can use to integrate its billing systems with the Paymentus platform (“Standard Integration”). Promptly following the execution of this Agreement, Paymentus will provide the standard specifications for integration to Client. 2. Custom Implementation. Upon request by Client, Paymentus can provide additional professional services to: 2.1.1 Customize the Platform to create Custom Enhancements) as clarified and agreed to in Schedule D - Statement of Work 2.1.2 Provide Custom Integration. 3. Required Integration Points. Based on Client’s use of the Platform and its respective modules selected under the Agreement, Paymentus will require the following integration points for both Standard and Custom Integrations: MODULE INTEGRATION POINT One-time payment Customer Information: Text File or Real Time Payment Posting: Text File or Real Time Scheduled Payment Text File E-billing for Billing Data Text File or Real-time link to billing data Outbound Notification- Audience File Text File for customer engagement messages 4. Statement of Work. In the event that the Parties agree that Paymentus will provide professional services (“Professional Services”), to Client in connection with Custom Enhancement(s) and or Custom Integration(s), collectively “Custom Implementation”, the Parties will enter into a Statement of Work substantially in the form attached as Schedule D which will govern the terms of such Professional Services, including scope, initial project timelines and a process for change orders which may be necessary to address changes in the description of the Professional Services and or the timing and expense connected with the delivery of the Professional Services. The Parties will fully cooperate to ensure that the requirements with respect to Enhancement(s) and or Cus tom Integration(s) are clarified as needed. Paymentus will take commercially reasonable steps to deliver the Custom Implementation in accordance with the timeline provided for in the Statement of Work. General Terms and Conditions Page 12 Confidential & Proprietary 191108.1 5. Ownership of the Work Product resulting from Custom Implementation . The Custom Implementation work product (“Work Product”) created by Paymentus under the terms of this Schedule C and Schedule D shall not be considered as “Work for Hire”, and Paymentus shall own all Work Product. Client shall have no rights in or owners hip of the Work Product or any other property of Paymentus. 6. Cooperation from Client and its Vendors. Paymentus agrees to participate in meetings with Client’s third party vendors/service providers (collectively “Vendors”) to provide any information or clarifications needed for such vendor to understand the integration. Client agrees to fully cooperate with Paymentus and to cause its Vendors to fully cooperate with Paymentus in connection with the provision of (a) Client and Vendor specifications, within thirty (30) days of the Effective Date (b) professional services required for the integration and testing of the integration, irrespective of the integration approach. 7. Impact of Non-Cooperation. Client acknowledges that if it does not fully cooperate and require their vendors and other service providers to fully cooperate with Paymentus, the implementation and integration will be delayed and may result in the commencement of charges in connection with the Minimum Monthly Commitment charges, as provided in on Schedule A of the MSA. 8. Standard Implementation Cost Recovery. The professional services provided as part of the Standard Integration has a fair market value of $20,000.00 (“Standard Implementation Value”). Should Client terminate the MSA prior to Launch or fail to Launch the Service within 180 days from the Effec tive Date of the Agreement, for any reason (other than Paymentus’ failure to perform material terms) Paymentus may, in its sole discretion, invoice Client the Standard Implementation Value and Client shall pay such invoice within thirty (30) days of receipt of Paymentus’ final invoice for its professional services in connection therewith. 9. Custom Implementation Rates. Paymentus will provide the professional services required for Custom Implementation, and will charge for such professional services at blended hourly rate of [Rate in Words ($250.00] per hour. [As an incentive to enter into this Agreement, Paymentus will provide a credit equal to Twenty Thousand Dollars ($20,000) to be credited against balance due on invoices for professional services in connection with the Custom Implementation.] Should Client fail to timely Launch the Services, or terminate the MSA for any reason (other than Paymentus’ failure to perform material terms) Client shall be responsible for paying all fees incurred in connection with Custom Implementation within thirty (30) days of receipt of Paymentus’ final invoice for its professional services in connection therewith. CLIENT HAS SELECTED THE FOLLOWING OPTION (To be checked as applicable): Standard Implementation Custom Implementation General Terms and Conditions Page 13 Confidential & Proprietary 191108.1 Schedule D Form of Statement of Work STATEMENT OF WORK No. [1 ] This Statement of Work No. ___ issued pursuant to and in accordance with all of the terms of the Master Services Agreement (“Agreement” or “MSA”) dated [March 29, 2024] between Paymentus Corporation, a Delaware Corporation with a principal place of business located at 11605 N. Community House Road, Suite 300, Charlotte, North Carolina 28277 (“Paymentus”) and Waterloo Fiber,625 Glenwood St. | Waterloo, IA 50703 (“Client”) a Iowa Municipal Entity with a principal place of business located at 625 Glenwood St. | Waterloo, IA 50703 (collectively the “Parties”) is hereby entered into between the Parties and is effective as of the date that the last of the Parties signed this SOW as indicated below the signature line b elow (“SOW Effective Date”). Capitalized terms in this SOW shall have the same meanings ascribed to them in the Agreement. In the event of a conflict between the terms of this SOW and those of the Agreement, the terms in the Agreement shall prevail unless otherwise stated below. 1. PROJECT CONTACTS. a. Client Authorized Representative. The Primary contact for Client (“Client Project Manager”) that is responsible for Acceptance/rejection of the project deliverables is: NAME: Erica Christiansen TITLE: Customer Support Manager TELEPHONE NO. (319) 291-0175 ext 3728 EMAIL ADDRESS: erica.christiansen@waterloofiber.com ADDRESS: 625 Glenwood St. | Waterloo, IA 50703 b. Paymentus Authorized Representative. The Primary contact for Paymentus that is responsible for the Services to be performed under this SOW, and to receive notices from Paymentus under this SOW (“Paymentus Project Manager”): NAME: Amanda Fenno TITLE: Manager, Mid-Market Implementations TELEPHONE NO. 980-337-4619 EMAIL ADDRESS: afenno@paymentus.com ADDRESS: 13024 Ballantyne Corporate Place | Suite 400 | Charlotte, NC 28277 2. DESCRIPTION OF THE SCOPE OF SERVICES. Paymentus resources shall complete the following objectives: Item Detail Amount 1.1.1. IVR: Interactive Voice Response (IVR) – Paymentus will provide a fully integrated IVR payment channel with customized greeting and goodbye prompts. Paymentus supports English and Spanish. Customer can access the IVR in multiple ways including: [N/C) General Terms and Conditions Page 14 Confidential & Proprietary 191108.1 • Authenticated customer in Client-hosted IVR is transferred and released into Paymentus IVR with authentication data • Customer calls toll free number directly • Client’s CSR transfers customer into IVR 1.1.2. Camvio Portal Solution: Camvio portal solution includes the following options that integrate with Paymentus • AutoPay: Provides customer scheduled payment management • Digital Wallet: Customer can manage and save (add/edit/delete) debit cards, credit cards, and ACH. 1.1.3. One Time Payments – Customer Portal (CP) single sign on (SSO) as an iframe for one-time payments. Once the customer has made a one-time payment, Camvio will update the customer’s wallet token via API (XOTP) and send autopay payments through the same API. If the customer does not sign up for autopay (exclusively on the Camvio side), then the customer will continue to make one-time payments through CP SSO. 1.1.4. Agent Dashboard ─ The Agent Dashboard is a dynamic web-based tool that is specifically designed and dedicated for Client to support the customer. The Agent Dashboard can be easily deployed across the customer service, collections and finance/treasury teams as access is role and permissions based. It is easily self-administered by the Client through an intuitive online administration interface. The Agent Dashboard provides Client’s staff the ability to: ● View payments in real-time ● Accept customer payments (Manual, leveraging customers wallet and/or with use of Secure Service) ● Cancel payments in real time (such as customer errors) ● Search for payments and payment attempts in any status ● Suspend and block payment methods ● View and download standard reports including deposits and reconciliation reports o Robust reporting o File management ● Manage staff access with role-based permissions General Terms and Conditions Page 15 Confidential & Proprietary 191108.1 ● Open cases/tickets and track status through completion ● Create and deliver, outbound IVR, text and email message campaigns Late payment reminders/disconnect notices 1.1.5. Account Validation for IVR and Agent Dashboard Payments. • Real time account lookup API link provided by Camvio 1.1.6. Paymentus Remittance • Paymentus will send a real time payment notification to Camvio • Paymentus will provide a daily posting file of all payments made for that day in our standard format. This is recommended as a back up to the API and for posting to other systems. Total Due $0.00 General Terms and Conditions Page 16 Confidential & Proprietary 191108.1 3. ASSUMPTIONS: The parties recognize that the following restraints and assumptions are applied to this SOW: 3.1 Staffing issues will be resolved between Client and the Paymentus Project Managers. Both Parties will make every reasonable effort to maintain stable project staffing for the life of the project and minimize disruption to the project; 3.2 Client will strive to make a reasonable effort to minimize the impact of competing initiatives within the organization that may have a negative impact to the project. If this cannot occur, then: 3.2.1 Client will define an escalation path which defines who can resolve resource allocation conflicts, determine the priority of the conflicting work, and communicate with the affected Parties, including the Project Managers of both Parties; 3.2.2 Paymentus will make every effort to work around any conflicting priorities. Depending on the length of time the resource is not available and task the conflict occurs on, this could result in a delay in the project schedule; 3.2.3 Impacts and/or changes to project resources by either party are the responsibility of that same party to replace and provide knowledge transfer that will mitigate the risk of the resource loss. 3.3 Prompt decision-making and problem resolution will be required to achieve an on -time project completion. It is expected that most decisions ad/r problems will be resolved within five (5) business days (or to a mutually agreed to timeframe). Reasonable efforts will be made to meet the resource loss. 3.4 Both parties will ensure Project Team members are available for meetings, workshops, discussions and conference calls upon request with reasonable notice. Project Team members will respond to information requests, within a reasonable time, not to exceed five (5) business days unless agreed by the parties , in order to minimize delays in the project. 4. RESPONSIBILITIES OF THE PARTIES. Each of the Parties will have the responsibilities set forth below: 4.1 Client Responsibilities The following must be performed by Client in order for Paymentus to perform the Work. Client shall: 4.1.1 Establish a Project Team that contains representatives inclusive of both the business and IT resources and that have the time, resources, and expertise to carry out their respective tasks and responsibilities; 4.1.2 Designate a Project Manager who will manage the efforts of Client’s Project Team and/or staff and coordinate activities with the Paymentus Project manager; 4.1.3 Cause Client’s Project Manager or designee to participate in scheduled (e.g. weekly or as required) status meetings with the Paymentus Project Manager; 4.1.4 Review current business practices, and consider and/or adopt new business practices as needed; 4.1.5 Provide timely responses to critical issues raised by the Paymentus Project Manager; 4.1.6 Provide requested information and complete the forms required to establish a merchant account for funds settlement within five (5) business days of Paymentus’ request; 4.1.7 Timely perform testing as required including functional testing, CIS integration testing and user acceptance testing and promptly provide the documented test results to Paymentus; 4.1.8. Provide the URLS of CIS for both a UAT environment and production environment and whitelist IPs as requested by Paymentus; 4.1.9 Extract data from Clients’ CIS and provide Paymentus with the required data in Paymentus’ Customer Information File standard format, where CIF is used; General Terms and Conditions Page 17 Confidential & Proprietary 191108.1 4.1.10 Take the lead in coordinating support from Client’s CIS vendor and any other third -party vendor where Client holds the primary relationship (e.g. bill print). This includes the application -programming interface (“API”) and all exchanges of data. Any related fees charged by the CIS or third party vendor are the responsibility of Client; 4.1.11 Provide access to PDFs for each individual bill, or alternatively assess to the bill print provider’s API, where Client requires a bill image display to be accessible from the Paymentus solution. Any API related fees are the responsibility of Client; 4.1.12 Cause Client representatives to attend scheduled training sessions; and 4.1.13 Provide signoff on UAT and GO LIVE confirming Client has completed all testing activities. 4.2 Paymentus Responsibilities: Paymentus will do the following: 4.2.1.1 Maintain project communications with Client’s Project Manager; 4.2.2 Manage the efforts of the Paymentus staff and coordinate Paymentus activities with Client’s Project Manager; 4.2.3 Conduct regular (e.g. weekly or as required) telephone status report conversations with the Client’s Project Manager; 4.2.4 Participate in weekly reviews with Client’s project team. Participation can be waived by mutual agreement; 4.2.5 Provide timely responses to critical issues raised by Client’s Project Manager; 4.2.6 Prepare and submit a status report that includes activities planned for the current month and an update to both the Project Schedule and the action item list; 4.2.7 Resolve deviations from the Project Schedule; 4.2.8 Monitor the project to ensure that support resources are available as scheduled; 4.2.9 Coordinate and perform the configuration of the Paymentus solution; 4.2.10 Provide Client with one (1) production and one (1) UAT (User Acceptance Testing) environment; 4.2.11 Establish a SFTP site for file transfer, where applicable; and 4.2.12 Train Client representatives on the Paymentus solution. 5. COMPENSATION AND PAYMENT TERMS FOR IMPLEMENTATION SERVICES: 5.1 Compensation. The rates for Professional Services in connection with this SOW shall be charged at a blended rate of $250.00 per hour and the project is estimated to cost a total of [$ 20,000] (“SOW Fees”). [Client will receive a credit to be applied towards the final payment for Implementation Fees in the amount of $20,000.00 (“SOW Credit”). To the extent that there is an SOW Credit remaining upon the completion of the work required to be performed under this SOW (“Work”), such SOW Credit shall expire, as it is the intent of the parties that it only apply to this SOW]. 5.2 Payment Terms. Client shall invoiced for 50% (fifty percent) of the SOW Fees upon execution of this SOW. The balance of the SOW Fees, less the SOW Credit (plus any additional amounts agreed to be paid under the Change Management Process described in Section 5 below) shall be invoiced by Paymentus upon Acceptance of the completed Work, and shall be due thirty (30) days following the invoice date. 6. CHANGE MANAGEMENT. Either Party may desire to change the scope of the Services following execution of an SOW. If so, the Party will submit a written change order request in the form of Exhibit A-1 to the other Party describing such change in appropriate detail (a “Change Order Request”). At that time one of the following will occur: 6.1 No material changes in cost or delivery dates. If the Work described on a Change Order Request does not require either Party to incur any additional material costs or expenses and will not cause a delay in the delivery of the Work, then the Parties will sign the Change Order Request accepting the m odification to the description of the Work within ten (10) business days of the Party’s receipt of the Change Order Request, and the resulting document which has been signed by General Terms and Conditions Page 18 Confidential & Proprietary 191108.1 the authorized representative of each of the Parties shall then become a “Change Order” which acts as an enforceable modification of this SOW. 6.2 Delivery of an estimate of impact if Costs or Delivery Dates will be impacted . If the requested changes described on a Change Order Request will result in additional material costs or expenses, or will impact the delivery dates for the Deliverables or completion of the Work, then Paymentus shall in good faith provide Client with a written, high-level, non- binding assessment of such costs, expenses and the time that will be required to perform the modifications required by the Change Order (“Estimate” or “Proposed Change Order”), which Estimate shall be delivered within ten (10) days of Paymentus’ receipt of the Change Order Request. Client will notify Paymentus within ten (10) days of receipt of the Estimate whether Client desires to proceed, and if so, Client will document this decision by signing the Proposed Change Order which shall be in the form of Exhibit A-1 to this SOW. Paymentus’ implementation of a Change Order shall not delay the performance of Services and/or the delivery of Deliverables not reasonably affected by the Change Order Request. 7. ACCEPTANCE OF WORK. Upon completion of the Work, Paymentus will notify Client (“Completion Notice”) that Client can commence acceptance testing to verify that the relevant Work complies with the Work description and specifications set forth or referenced in thi s Statement of Work. Client shall test the Work and shall provide written notice to the Paymentus Project Manager within ten (10) business days of the date of the “Completion Notice” (“Testing Period”) either that (i) Client has accepted the Work (“Acceptance”), or (ii) that Client has identified defects or bugs in the Work that need to be corrected (“Correction Notice”). Following Paymentus’ receipt of a Correction Notice, the Parties will promptly work together to correct all identified defect s in the Work, including having the Client demonstrate the defect to Paymentus upon request. Once the identified defects in the Work have been corrected, Paymentus will issue a second Completion Notice to Client and above process shall be repeated until the Work is Accepted. If no notice is provided by Client following the applicable Testing Period, the Work shall be deemed to be accepted. 8. TERM OF THIS SOW: The term of this SOW shall begin on the SOW Effective Date and shall continue through Acceptance of the Services and Paymentus’ receipt of final payment. This SOW shall not be amended except though a fully executed Change Order pursuant to Section 6 above. 9. LOCATION OF PERFORMANCE OF THE WORK. Paymentus will perform the Work remotely. 10. ESCALATION APPROACH FOR DISPUTES UNDER THIS SOW. In the event there is a dispute by the Parties in connection with the Work, or one of the parties believes that the other party is not cooperating in a timely manner in connection with this SOW (either a “Dispute”); the Parties agree to take the following steps: 10.1 Process for Escalations: 10.1.1 Escalation Level 1. The complaining party must first address the issue by having a meeting within two (2) business days of request by either party between the representatives of each of the parties identified as Escalation Level 1 below; 10.1.2 Escalation Level 2. If the Dispute is not resolved to the reasonable satisfaction of the complaining party as the result of Escalation Level 1, then such party may request a meeting within two (2) more business days, which meeting shall be attended by the representatives of each Party identified as Escalation Level 2 below. 10.1.3 Escalation Level 3. Finally, if either party believes that the Dispute has still failed to be properly resolved upon the completion of Escalation Level 2, such Party may request a meeting with the representatives of each the Parties identified in the below Escalation Chart as Escalation Level 3 below. At the conclusion of the third meeting, if the Dispute has not been resolved and the complaining Party believes that it results in a material breach, then the complaining Party must give notice of material breach as required by the terms of the MSA. 10.2 Escalation Participants. The designees for each of the Parties that will participate in the above -described escalation process are as follows: Paymentus: Escalation Level 1 Escalation Level 2 Escalation Level 3 <Insert Name> Pantelis Mamouzellos Lori Hogg General Terms and Conditions Page 19 Confidential & Proprietary 191108.1 Project Manager Email: <Insert Email> Phone: <Insert Phone> Senior Manager, Client Services Email:pmamouzellos@paymentus.c om Phone: 980-206-9091 Vice President, Customer Success Email: lhogg@paymentus.com Client: Escalation Level 1 Escalation Level 2 Escalation Level 3 <Insert Name> <Insert Title> Email: <Insert Email> Phone: <Insert Phone> <Insert Name> <Insert Title> <Insert Email> <Insert Phone> <Insert Name> <Insert Title> <Insert Email> <Insert Phone> IN WITHESS WHEREOF, the parties have caused this Statement of Work to be executed by their duly authorized representatives as of the last of the signature dates below. CLIENT: By: _______________________________________ Name: _____________________________________ Title: _______________________________________ Date: ______________________________________ PAYMENTUS CORPORATION: By: ___________________________________ Name: ___________________________________ Title: ___________________________________ Date: ___________________________________ General Terms and Conditions Page 20 Confidential & Proprietary 191108.1 EXHIBIT A-1- TO STATEMENT OF WORK: FORM OF CHANGE ORDERS THIS Change Order (“Change Order No. __”) is entered into and made effective as of ___________ __, 2022 (the “Change Order Effective Date”) and is an amendment of the parties’ Statement of Work dated __________ (the “SOW”) under the Master Services Agreement dated __________ (the “Agreement”), by and between _________________ (“Client”) and Paymentus Corporation, a Delaware corporation. As per the Agreement, any change to the SOW must be agreed to, in writing, by both parties, and the parties agree as follows: ● The description of the requested change; ● The impact, if any, on the existing Services and Deliverables (if any); ● Estimated impact, if any, on project schedule; and ● Estimated change, if any, in the pricing and payment schedule. Paymentus will not perform any Services outside of the SOW until this Change Order No. __ has been signed by both parties. Change Order Description ● Impact, if any, on existing Services and Deliverables ● Impact, if any, on existing Project Schedule ● Change Order Pricing and Payment Schedule ● In the event the terms of this Change Order No. __ are contrary to the terms of the SOW or Agreement, the terms of this Change Order No. __ shall control with respect to the matters herein. Except as specifically amended hereby, all provisions of the Agreement and SOW shall remain in full force and effect. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Change Order No. __ as of the last date set out below. [NAME OF CLIENT]: By: _______________________________________ Name: _____________________________________ Title: _______________________________________ Date: ______________________________________ PAYMENTUS CORPORATION: By: ___________________________________ Name: _________________________________ Title: __________________________________ Date: __________________________________ 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. 3-GIS On-Premise Master License Agreement [v2.9/220921] Page 1 of 29 Licensed Software and Professional Services Master Agreement Customer Number C-2022-10-02874 This Licensed Software and Professional Services Master Agreement (the “Agreement”) dated as of the Effective Date is by and between City of Waterloo, Iowa and Waterloo Fiber (“Customer”), a Iowa Municipality, having an office at 625 Glenwood St. Waterloo, IA 50703 and 3-GIS, LLC an SSP Innovations Company (“3-GIS”), an Alabama limited liability company, having an office at 6766 S. Revere Parkway, Suite 100, Centennial, CO 80112 (each a “Party” and collectively the “Parties”) WHEREAS, Customer desires to obtain 3-GIS Licensed Software and related professional services and 3- GIS desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. DESCRIPTION OF SOFTWARE LICENSE AND SERVICES AGREEMENT 3-GIS will make available to Customer certain proprietary Licensed Software, including related proprietary Documentation, and Maintenance, in addition to Services, all as specifically described in individual Orders to this Agreement. Each Order will include a description of the Licensed Software and Services to be provided or performed, any associated Deliverables, and the associated fees. Before 3-GIS will provide any Licensed Software or perform any Services, Customer must execute a corresponding Order. 3-GIS and Customer agree to the incorporation of the following attachments and such additional terms are made a part of this Agreement by reference: 1. General Terms and Conditions; 2. Licensed Software License Terms and Conditions - Attachment A; 3. Addendum for Google Street View Tile Access – Attachment B; 4. Base Maintenance Terms and Conditions – Attachment C; 5. Services Terms and Conditions – Attachment D; 6. 3-GIS Software Support Plan – Attachment E; and 7. API License Terms and Conditions – Attachment F. II. CUSTOMER AND 3-GIS CONTACTS City of Waterloo and Waterloo Fiber 3-GIS, LLC an SSP Innovations Company Chris Youngblut Dean Perry Director of Technology Chief Business Development Officer 625 Glenwood St. Waterloo, IA 50703 Tel No 319-291-4598 6766 S. Revere Parkway, Suite 100 Centennial, CO 80112 Tel No 720-229-0227 Email: chris.youngblut@waterloo-ia.org Email Dean.perry@sspinnovations.com DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 2 of 29 SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 3 of 29 In consideration of the mutual obligations assumed under this Agreement, Customer and 3-GIS agree to the terms and conditions set forth in this Agreement and represent that this Agreement has been executed by each Party’s duly authorized representative. AGREED BY: City of Waterloo, Iowa 3-GIS, LLC an SSP Innovations Company By: By: Name: Quentin Hart Name : Jonathan Jachimiec Title: Mayor Title: Chief Financial Officer Date: Date: Waterloo Fiber By: Name: Andrew Van Fleet Title: Telecom Board Chair Date: GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. 1.1 “3-GIS IP” means 3-GIS or 3-GIS Affiliate developed, created, or prepared Intellectual Property, but does not include Customer Data. 1.2 “Affiliate” of a Party means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the majority ownership of voting securities or by contract. 1.3 “Business Day” means a day other than Saturday, Sunday, or 3-GIS’ company holidays. 1.4 “Business Hours” means 8:00 a.m. to 5:00 p.m. US Central time on Business Days. 1.5 “Change” means any modification to the terms of an Order. 1.6 “Change Order” means any document agreed to by both Parties to effectuate a Change. 1.7 “Confidential Information” means information of a Party to this Agreement which is provided or disclosed to the other and is marked as confidential or proprietary. If the information is initially disclosed orally then it must be designated as confidential or proprietary at the time of the initial disclosure or within twenty (20) days after disclosure, the information must be reduced to writing and marked as confidential or proprietary. No information of the disclosing Party will be considered Confidential Information to the extent the information: DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 12 April 2024 | 10:37 CDT 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 4 of 29 (a) is in the public domain through no fault of the recipient either before or after disclosure; or (b) is in the possession of the recipient prior to the disclosure, or thereafter is independently developed by recipient’s employees or consultants who have had no prior access to the information; or (c) is rightfully received from a Third Party without breach of any obligation of confidence. 1.8 “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer to 3-GIS. 1.9 “Deliverable” means any written summary of results or any other written data, information, Document Deliverable, Software Deliverable, or other tangible materials provided to Customer and identified as a Deliverable in the Order. 1.10 “Document Deliverable” means any written summary of results or any other written data, information, or materials provided to Customer including data, comments, and conclusions pertaining to the Professional Services performed pursuant to the Order. 1.11 “Documentation” means, for a particular Release of the Licensed Software, 3-GIS’ proprietary materials and written information applicable to such Release, which is generally included with such Release at no additional charge, whether provided as printed material, as a document file, or online. Documentation normally includes, but is not limited to, a user guide and release content letters . For the avoidance of doubt, Documentation does not include any sales or marketing literature or other documentation that is not generally delivered with a Release of the Licensed Software. All Documentation shall be provided in English. 1.12 “Effective Date” means the date and time the last of the executing Parties to the Agreement in fact executes the Agreement. 1.13 “Fixed Price Services” means Services provided for a fixed fee as set forth in the Order. 1.14 “Intellectual Property” means all forms of intellectual property including, but not limited to, patents, trademarks, copyrights, trade secrets, methodologies, logos, techniques, processes, know-how, formulae, algorithms, logic designs, screen displays, schematics, source and object code computer programs or software, documents, mask work rights, design, ideas, product information, inventions and improvements thereto (whether or not patentable), and all works of authorship fixed in any medium of expression (including any form of online, digital, or electronic medium), whether or not copyrightable and whether registered or not. 1.15 “Licensed Software” means the proprietary software of 3-GIS that is in fact licensed to Customer pursuant to the terms of this Agreement, provided in object code form only, along with any Documentation, all associated files, disk, CD-ROMs, or other media on which the Licensed Software is provided, and any modifications, derivatives, adaptations, or customizations thereof or related thereto, whether or not such modifications, derivatives, adaptations, or customizations are provided pursuant to Support Services or otherwise. 1.16 “Malicious Code” means a computer program or piece of code that intentionally corrupts computing systems, software, and/or computer networks, including any so-called “worms” or “viruses”. 1.17 “Named User” means an individual who is an employee or contractor of Customer authorized by Customer to use Licensed Software installed on the Customer’s system, for whom Customer has obtained DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 5 of 29 a license to the Licensed Software, and who has been supplied a unique Named User identification and password. 1.18 “Non-Production Environment” means the computing environment composed of hardware systems and software applications being used only for the Customer’s internal test, training, and development use. 1.19 “Order” means each documented purchase of any item or service referencing this Agreement and executed by authorized representatives of both Parties. 1.20 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. 1.21 “Professional Services” means the work, services, projects, assignments, or tasks 3 -GIS shall perform as specifically set forth in an Order. 1.22 “Service(s)” means Professional Services, and/or Support Services as described in an Order. 1.23 “Software Deliverable” means the instructions for a computer, whether in the form of source code, object code, executable code, firmware, or otherwise and whether tangible or intangible, that is provided to Customer as a result of the performance of the Professional Services. For the avoidance of doubt, neither 3-GIS licensed software products nor the Licensed Software are Software Deliverables. 1.24 “Specification” means the technical and functional requirements for a Service or Deliverable as included in an Order or as otherwise agreed to in writing by the Parties. 1.25 “Third Party” means any Person not a signatory to this Agreement. 1.26 “Third Party Software” means any software that is not 3-GIS IP. 1.27 “Time and Materials Services” means 3-GIS will perform the Professional Services set forth in an Order on a per unit of time basis until the project is either completed or the authorized time is exhausted, whichever comes first. 2. EFFECTIVE DATE. This Agreement is effective on the date this Agreement is signed by both parties (“Effective Date”) and is valid until the expiration or termination of the Agreement. 3. FEES AND EXPENSES. Customer shall pay 3-GIS (a) License Fees, (b) Maintenance Fees, (c) Support Services Fees, and/or (d) fees for all other Services as applicable in the amounts stated in an Order. The fees for Services may be either a fixed price fee or a time and materials fee based upon the actual time worked and the applicable fee schedule, as indicated in an Order. Customer shall also reimburse 3-GIS for all reasonable expenses incurred in connection with the provision of the Licensed Software or Services, including travel, lodging, meals, and telephone costs. Actual travel time will be charged for services requiring more than three (3) hours of travel each way. 3-GIS reserves the right to limit Services to no more than eight (8) hours within a 24-hour period. 4. BILLING. For license fees and for Fixed Price Services, 3-GIS shall submit invoices to Customer according to the invoicing schedule set forth in the applicable Order or, if no invoicing schedule is provided, upon delivery of the Licensed Software or initiation of the Fixed Price Service. For reimbursable expenses and Services provided under a time-and-materials fee, 3-GIS shall submit monthly invoices to Customer, and Customer shall pay 3-GIS for Services rendered and expenses incurred as set forth on such invoice. 5. PAYMENTS. Automated Clearing House (ACH) is the required form of payment. Payments to 3-GIS must be in United States dollars. Invoice number should be referenced for all payments. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 6 of 29 ACH: Depository Name 3-GIS, LLC 6766 S Revere Parkway, Suite 100 Centennial, CO 80112 Bank Address KeyBank National Association 1675 Broadway, Suite 1400 Denver, CO 80202 Bank Telephone Number: 720-904-4351 Bank Contact: Stephanie Jackson Routing Number ACH/Wire: 307070267 Account Number: 769681106159 International Wire Swift Code: KEYBUS33 Type of Account: Checking Please send an email to: ar@sspinnovations.com immediately following ACH payment. For all other questions or concerns, please send an email to ar@sspinnovations.com or by phone at 720-613-1480. Customer shall pay invoiced amounts within thirty (30) days of the date on the invoice. 3-GIS reserves the right to require Customer to secure an irrevocable, standby letter of credit from a bank acceptable to 3-GIS to support payments to 3-GIS for any order placed pursuant to this Agreement at Customer’s sole cost and expense. The letter of credit shall be in an amount as determined by 3 -GIS and may not expire prior to one hundred twenty (120) days from its issuance. 6. OVERDUE PAYMENTS. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (i) 3-GIS may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the maximum rate permitted under applicable law; and (ii) if such failure continues for thirty (30) or more days following any notice that a payment is overdue, 3-GIS may suspend performance of any service ordered pursuant to this Agreement, including returning any on-site personnel to their usual work locations, until all past due amounts and interest thereon have been paid. The costs and expenses of any ramp-down and any subsequent re-start occasioned by this clause (including travel expenses) shall be fully borne by Customer. 3-GIS shall incur no liability to Customer or any Person as a result of a suspension occasioned by this clause. 7. TAXES. Fees payable under this Agreement are exclusive of taxes. Customer shall pay or reimburse 3- GIS for all transactional taxes (“Transactional Taxes”), including but not limited to value added, income, withholding, sales, or use taxes, customs or import duties, or other transactional assessments or levies imposed by any authority, government or government agency in connection with this Agreement, but excluding any taxes imposed on the net income of 3-GIS. If 3-GIS, its subcontractors, and/or their respective employees are required to pay any Transactional Taxes in connection with this Agreement, the fees under this Agreement shall be correspondingly increased. If, after the effective date of this Agreement, there are changes or developments which may result in an increase in any Transactional Taxes, and/or any new Transactional Taxes are levied upon the transactions contemplated by this Agreement, or if the methods of administering or the rates of any such Transactional Taxes are changed, and such new taxes or modified Transactional Taxes result in an increased potential transactional tax liability for 3-GIS, its subcontractors, and/or their respective employees under this Agreement, the fees under this Agreement shall be correspondingly increased. If Customer fails to pay any fees under this DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 7 of 29 Agreement, or any associated taxes, duties, levies or assessments, Customer shall pay all reasonable expenses incurred by 3-GIS, in collecting these sums, including reasonable attorney’s fees, interest and penalties. Customer shall provide to 3-GIS a summary of all amounts withheld during the year no later than thirty (30) Business Days after December 31 of each year, addressed to: 3-GIS by SSP Innovations Attention: Accounts Receivable 6766 S Revere Parkway, Suite 100 Centennial, CO 80112 8. CONFIDENTIALITY/NON-DISCLOSURE 8.1 Use of Confidential Information. Confidential Information disclosed by either Party to the other in connection with the Agreement will be used by the recipient Party only for the performance of this Agreement. 8.2 Disclosure of Confidential Information. Confidential Information disclosed under this Agreement by one Party to the other will be protected by the recipient from further disclosure, publication, and dissemination to the same degree and using the same care and discretion as the recipient applies to protect its own confidential or proprietary information from undesired disclosure, publication and dissemination. Except as set forth in the following paragraph, neither Party will disclose the other’s Confidential Information to any Third Party, other than an Affiliate, without prior written consent from the other Party. If Confidential Information is required by law, regulation, or court order to be disclosed, the recipient must first notify the disclosing Party and permit the disclosing Party to seek an appropriate protective order. 8.3 Disclosure to Employees and Consultants. Confidential Information disclosed under this Agreement may be disclosed to a receiving Party’s employees (including contract employees) or consultants who participate in the Services if the employees and consultants have been made aware of their responsibilities under this Agreement and the consultants (including contract employees) have signed a statement agreeing to be bound by the terms of this Agreement with respect to confidentiality. 8.4 Misuse of Confidential Information. Either Party’s failure to fulfill the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination of the other Party’s Confidential Information in violation of the terms of this Article entitled “Confidentiality/Non-Disclosure” constitutes a material breach of this Agreement. In that event the aggrieved Party may, at its option and in addition to any other remedies that it may have, terminate this Agreement, its obligations and any rights or licenses granted upon thirty (30) days written notice to the other Party. In addition to any other remedies it may have, the aggrieved Party has the right to demand the immediate return of all copies of Confidential Information provided to the other Party under this Agreement. The Parties recognize that disclosure of Confidential Information in violation of this Agreement will result in irreparable harm. Each Party shall have the right to injunctive relief in the event of a disclosure in violation of this Agreement. 9. ASSIGNMENT. Neither this Agreement nor any license, right, or obligation granted under this Agreement shall be assignable or transferable (through insolvency proceedings, by mergers, by operation of law, by purchase or otherwise) by Customer without the prior written consent of 3-GIS. No purported assignment or transfer of this Agreement or of any license, right, or obligation granted under this Agreement shall be effective without such written consent, which shall not be unreasonably withheld. 10. LIMITATION OF LIABILITY. IN NO EVENT WILL 3-GIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF USE OR PRODUCTION, LOSS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 8 of 29 OF REVENUE, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE WILL 3-GIS’ LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT 3-GIS HAS BEEN PAID BY CUSTOMER ASSOCIATED WITH THE ORDER UNDER WHICH THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES HAS OCCURRED. 11. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, defend, and hold harmless 3-GIS, 3-GIS’ Affiliates, and 3-GIS’ employees and agents from any and all third party liability, claims, and or demands and all costs and expenses, including reasonable attorneys’ fees, in connection therewith, for or arising out of claims or lawsuits brought by third parties against 3-GIS, its Affiliates, its employees and agents based on: (i) Customer’s misuse of the Licensed Software, information or Deliverables provided under this Agreement, and or (ii) the possession or use by 3-GIS of any of the information, specifications, or data furnished to 3-GIS by Customer hereunder, which is claimed to constitute an infringement of a patent, copyright, trade secret, or other intellectual property right of any Third Party. 12. PUBLICITY. Except as expressly stated below, neither Party has any right or license to use in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction, or simulation of the other without the prior, express, written permission of the other Party. Notwithstanding the foregoing, (i) 3-GIS may identify Customer as a 3-GIS customer and user of products and services provided under this Agreement without the prior written consent of Customer and (ii) Customer may identify 3-GIS as a vendor of the products and services provided under this Agreement without the prior written consent of 3-GIS. Further, Customer agrees that 3-GIS may issue a press release announcing the signing and general subject matter of this Agreement and the Services. Customer is prohibited from removing or obscuring any Esri patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any 3-GIS Software Deliverables, output, metadata file, or online or hard-copy attribution page of any data that is sourced from Esri or an Esri contributor with respect to 3-GIS Software Deliverables. 13. WAIVER. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement will not preclude or prejudice the exercising of the same or any other right under this Agreement. 14. FORCE MAJEURE. 14.1 3-GIS shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond 3-GIS’ control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, explosion, earthquake, epidemics, pandemics, or quarantines; (c) war, invasion, hostilities or war-like actions (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, action, or shutdown; (e) laws, actions, embargoes, or blockades in effect after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, labor shortages, or other industrial disturbances; and (i) shortage of adequate power, communication, or transportation facilities. 14.2 The impact of a Force Majeure Event on a 3-GIS supplier or subcontractor shall be considered to be a Force Majeure Event on 3-GIS. 14.3 In case of a Force Majeure Event, 3-GIS’ performance shall be extended by a reasonable period of time corresponding to the delay caused by the Force Majeure Event. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 9 of 29 15. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to any cho ice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action, or proceeding arising out of or related to this Agreement or any license or service provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the city of Decatur and County of Morgan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded in its entirety, and the Parties expressly agree not to be governed by the Uniform Computer Information Transactions Act or similar laws. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 16. DISPUTE RESOLUTION. 16.1 Resolution Protocol. In the event of any controversy, claim, or dispute between the Parties arising under this Agreement that cannot be settled at the project manager level, the Parties shall first attempt to resolve the dispute at the business unit director level. Upon the written request of any Party (each a “Dispute Notice”), the other Party shall, within five (5) Business Days, designate an authorized representative for the purposes of resolving any dispute. If no authorized representative is designated within five (5) Business Days, the authorized representative shall be the Party’s signatory of this Agreement. If the dispute is not resolved at this level within ten (10) Business Days of the written request, the Parties shall attempt to resolve the dispute at the division president or equivalent level, for an additional period of ten (10) Business Days. Prior to the initiation of arbitration, all good faith efforts shall be made by the Parties to resolve all disputes on an informal basis. 16.2 Arbitration. To the extent any controversy, claim, or dispute is not resolved through the process outlined in the previous section and remains unresolved, the Parties agree that all such unresolved controversies, claims, or disputes or the breach of this Agreement, including questions concerning the scope and applicability of this dispute resolution provision, shall be finally settled by arbitration in Decatur, Morgan County, Alabama, pursuant to the rules then applying of the American Arbitration Association and the laws of the State of Alabama. The decision or award in writing of the arbitrator shall be binding and conclusive on the Parties to this Agreement and may if necessary be enforced by any court h aving jurisdiction in the same manner as a judgement in such court. The Parties undertake and agree that all arbitral proceedings conducted under this section shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings. 16.3 Injunctive Relief. Notwithstanding the foregoing, either Party may, before or during the exercise of the dispute resolution procedures set forth above, apply to a court identified in the section entitled “Governing Law and Jurisdiction” for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the dispute resolution procedures. 16.4 Continued Performance. Compliance with this article entitled “Dispute Resolution” shall not relieve either Party from compliance with any other obligation set out in this Agreement. Unless otherwise provided in this Agreement or except where clearly prevented by the issue in dispute, the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 10 of 29 Parties agree to continue performing their respective obligations under this Agreement during dispute resolution proceedings. 17. COMPLIANCE WITH LAWS. Customer agrees to comply with all applicable laws and is responsible, at its sole cost and expense, for obtaining any and all governmental licenses, permits, authorizations, passes and approvals that may be required in connection with this Agreement. 18. CUSTOMER’S REEXPORT OBLIGATIONS. 18.1 Customer acknowledges that any services, commodities, software, and/or technical data provided under this Agreement shall be subject to the Export Administration Regulations (the “EAR”) administered by the United States Commerce Department, and that any export or reexport thereof must be in compliance with the EAR. Any technology provided by 3-GIS that is controlled for export purposes, may require prior approval by the appropriate U.S. Government agency. Should this technology provided by 3-GIS be export controlled, Customer will be bound by U.S. export statutes and regulations and shall comply with all export control requirements. Customer agrees that it shall not export or reexport, directly or indirectly, either during the term of this Agreement or after its expiration, any commodities, software and/or technical data (or direct products thereof) provided under this Agreement in any form to any person, entity, or location in violation of the EAR, or to destinations that are otherwise controlled or embargoed under United States law. 18.2 This Agreement is subject to the receipt of any approvals and/or consents required by applicable government agencies and authorities as may be required for the consummation of the transactions contemplated by this Agreement. 3-GIS shall have no liability to Customer for failure to deliver any deliverable or service under this Agreement as a result of the refusal of any governmental agency to issue any necessary approvals and consents for the delivery or performance of any such product, software, Deliverable or Service. 18.3 Customer is responsible for complying with any applicable laws in the jurisdiction(s) where Customer is located and where Customer is using the Licensed Software, including but not limited to data security, privacy, and export and import laws. 19. TERMINATION FOR CAUSE. 3-GIS shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately upon written notice to Customer, if Customer: (a) is in material or persistent breach of any of its obligations under this Agreement and either the breach is incapable of remedy or Customer has failed to remedy such breach within thirty (30) days after receiving written notice requiring it to remedy such breach; or (b) (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed 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. 20. SURVIVAL. The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability, dispute resolution, export laws, the terms of any license grant, as well as any other terms of this Agreement that by their sense and context are intended to survive the execution, delivery, DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 11 of 29 performance, termination, or expiration of this Agreement shall survive and remain in effect after expiration or termination of the Agreement, and shall apply to any permitted successors and assigns. Upon termination of the Agreement, the provisions of the Agreement, including those in the preceding sentence, which by their express terms survive termination, shall remain in full force and effect. 21. SEVERABILITY. If any provision of this Agreement or is void, voidable, unenforceable, or illegal in its terms, but would not be so if it were rewritten to eliminate such terms that were found to be voidable, unenforceable, or illegal and such rewrite would not affect the intent of the provision, then the provision must be rewritten to be enforceable and legal. 22. HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 23. ENGLISH LANGUAGE. Unless otherwise explicitly stated in an Order, 3-GIS shall provide all Services, materials, and Documentation in the English language. 24. ORDER OF PRECEDENCE. The terms of this Agreement shall be considered incorporated into each Order executed pursuant to the terms of this Agreement. In the event of any conflict or inconsistency among documents related to this Agreement, the following order of precedence shall be used to determine the resolution of the discrepancy, unless both Parties mutually agree in writing to an alternative decision. The order of precedence for between documents shall be as follows, from highest precedence to lowest precedence: a) An Order, as amended or modified by a Change Order (however, no Order shall be considered an amendment to this Agreement); b) Any amendments to this Agreement; c) Any exhibits or attachments to the Agreement; and d) The General Terms and Conditions of the Agreement. 25. NOTICES. Any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that a Party may designate from time to time upon notice to the other Party): City of Waterloo and Waterloo Fiber 3-GIS, LLC Chris Youngblut Dean Perry Director of Technology Chief Business Development Officer 625 Glenwood St 6766 S. Revere Parkway Waterloo, IA 50703 Suite 100 Centennial, CO 80112 Tel. No. Phone: 319-291-4598 Tel. No. (256) 560-0744 Notices sent in accordance with this Article 25 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) when received if sent by certified or registered US Mail, return receipt requested and postage prepaid. 26. INTERPRETATION. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 12 of 29 words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of this Agreement. Any future representations, promises and verbal agreements related to the products, product features, future product enhancements, product functionality, or services covered by this Agreement will be of no force or effect unless reduced in writing and made a part of this Agreement. This Agreement may not be amended or modified unless so done in writing signed by authorized representatives of both Parties. Any and all amendments to this Agreement shall specifically reference the fact the amendment is intended to alter the terms and conditions set forth herein. No Change Order or Specification shall affect the terms and conditions set forth herein. All terms and conditions printed on a Customer’s PO are void, even if issued subsequent to the effective date of this Agreement, and no term or condition printed on a Customer’s PO shall be deemed to constitute a change to this Agreement or impose a term or condition on 3-GIS, its Affiliates, or any other Person. END OF GENERAL TERMS AND CONDITIONS REMAINDER OF PAGE IS LEFT BLANK INTENTIONALLY DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 13 of 29 ATTACHMENT A - LICENSED SOFTWARE TERMS AND CONDITIONS The additional terms and conditions set forth in this Attachment A and the General Terms and Conditions of the Agreement shall govern the licensing and use of 3-GIS Licensed Software as described in an Order. 1. DEFINITIONS. 1.1 “Authorization Code(s)” means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. 1.2 “Backup License” means a type of license that is installed in a cold standby environment intended to support a manual switchover of the Licensed Software product in the event of failure of the Production License environment. Each Backup License requires a corresponding Production License and the duration of the Backup License shall not exceed the term of the applicable Production License. 1.3 “Non Production License” means a software license type that is installable and useable for software development and/or testing environment. 1.4 “Production License” means the license(s) of the Licensed Software product provided to Customer for general production use as authorized by the Agreement. 1.5 “Release” means a particular, numbered version of the Licensed Software. 2. TITLE TO LICENSED SOFTWARE. The Licensed Software and Documentation are licensed, not sold, to Customer by 3-GIS and Customer does not have under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation. Title, copyright, and all other ownership rights to the intellectual property in the Licensed Software and Documentation, including any modifications or customization thereof made hereunder, remains in 3-GIS. Title to Third Party Software remains with the licensor of such Third Party Software. 3. SYSTEM REQUIREMENTS. The Technical Operating Environment (“TOE”) means the hardware and software that is necessary for the proper operation of the Licensed Software, as stated in the current Documentation. Customer is responsible for licensing, procuring, installing, and maintaining the required TOE. 4. LICENSE GRANT. 4.1 Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to use the Licensed Software solely in conjunction with the license duration and the number of Named Users stated in an Order and solely for Customer’s internal business purposes. Additionally, Customer is granted a concurrent personal, nonexclusive, and nontransferable right to use the Documentation solely for Customer’s internal business purposes only for the license duration set forth in the Order. 5. LICENSE RESTRICTIONS. The Licensed Software and Documentation are subject to the following license restrictions: (a) Customer may make one (1) archival or backup copy of the Licensed Software only for the license duration set forth in the Order. (b) Customer may make copies of the Documentation solely for its internal use only for the license duration set forth in the Order. (c) Customer shall not remove or obscure any copyright, trademark notice or restrictive legend on the Licensed Software or Documentation. Customer shall reproduce such notices and legends DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 14 of 29 on any copy of the Licensed Software or Documentation which Customer makes pursuant to the terms of this Agreement. (d) No additional title or rights are transferred or implied, although a licensed right to use is granted. (e) Except as may be explicitly agreed in any contract between 3-GIS and Customer, 3-GIS reserves the right, in any way and without notice, to revise, not revise, update, or modify the Licensed Software, or the information upon which the Licensed Software was based, and assumes no responsibility for: (i) protecting the Licensed Software against obsolescence, (ii) providing any additional functionality in the Licensed Software, (iii) maintaining the Licensed Software, or (iv) providing other services with respect to the Licensed Software. (f) Customer shall not: (i) sell, distribute, assign, transfer, lend, or lease the Licensed Software; or (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) use the Licensed Software in any manner that exceeds the usage limits or license duration as stated in an Order; (iv) make the Licensed Software available to anyone other than Named Users; (v) distribute Authorization Codes to any Third Party; (vi) make any attempt to circumvent the technological measure(s) that control access to the Licensed Software; (vii) use the Licensed Software to store or transmit infringing, libelous, tortious, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (viii) unbundle or independently use individual component parts of a bundled Licensed Software solution; (ix) store or transmit Malicious Code; (x) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof; or (xi) access the Licensed Software to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, interfaces, or graphics, (3) copy any ideas, features, functions, interfaces, or graphics of the Licensed Software or (4) determine whether the Licensed Software is within the scope of any patent. (g) Licensed Software is subject to usage limits. Unless otherwise explicitly stated in an Order: (i) a quantity in an Order refers to Named Users, and the Licensed Software may not be accessed by more than that number of Named Users, (ii) a Named User’s user name, password, or any other Named User login credential may not be shared with any other individual, (iii) except as set forth in an Order, a Named User identification may only be reassigned to a new individual replacing one who will no longer use the Licensed Software, and (iv) Customer may not add a Third Party as Named User, other than a Third Party included within the definition of Named Users and subject to the terms of use applicable to the Licensed Software. If Customer exceeds a contractual usage limit, 3-GIS may work with Customer to seek to reduce Customer usage so that it conforms to that limit. If, notwithstanding 3-GIS efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute a Change Order for additional quantities of the applicable Licensed Software promptly upon 3-GIS delivery of the same. 6. INDEMNIFICATION BY 3-GIS. 6.1 3-GIS shall defend so much of any Third Party claim, action, or suit brought against Customer to the extent that such claim, action or suit alleges that the Licensed Software, or the use or possession of the Licensed Software, infringes or violates any existing United States patent or United States copyright. 3- GIS shall pay, indemnify, and hold Customer harmless (up to the total of the license fees received by 3 - GIS under this License Agreement) from and against any and all settlements agreed to by 3-GIS or final judgments which are attributable to such claims, including costs, damages and reasonable attorney’s fees DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 15 of 29 as finally awarded or agreed to in such settlements, provided, however, Customer notifies 3-GIS promptly, in writing, of such claim and grants 3-GIS sole control of the defense and all negotiations for settlement or compromise of such claim. 6.2 In the event an injunction is obtained against Customer’s use of the Licensed Software, or, in 3-GIS’ opinion, it appears likely that such an injunction will be obtained, 3-GIS shall, at its option: (i) secure Customer’s right to continue using such Licensed Software, (ii) replace or modify such Licensed Software to make it non-infringing, without altering its capabilities and functioning in the computer in which it was installed, or, if neither option (i) nor (ii) is commercially reasonable, then (iii) terminate/cancel Customer’s licenses and rights and refund Customer an amount representing the value of the unused portion of the license for the Licensed Software. The value of such unused portion of the license shall be a pro rata portion of the license fees actually paid by Customer to 3-GIS under this License Agreement and shall be determined by depreciating such fees over five years beginning with the initial delivery of the Licensed Software. Such license fees shall not include any fees for services or Maintenance. 6.3 The defense, indemnification, and other obligations of 3-GIS pursuant to this Article entitled “Indemnification By 3-GIS” do not apply to the extent that: (i) Customer modifies the Licensed Software and such modification causes such infringement; (ii) Customer uses the Licensed Software in a manner not permitted or contemplated under this Agreement and such use causes the alleged infringement; (iii) Customer is violating the license terms applicable to the Licensed Software; or (iv) the alleged infringement arises from events or circumstances outside of 3-GIS’ commercially reasonable control (including any third-party hardware, data, or software). 6.4 3-GIS shall have no liability of any kind to Customer with respect to intellectual property infringement in connection with Third Party software or intellectual property provided to Customer pursuant to this Agreement. 6.5 This article entitled “Indemnification By 3-GIS” sets forth 3-GIS’ entire liability with respect to intellectual property infringement. 7. LIMITED WARRANTIES AND DISCLAIMER OF WARRANTIES 7.1 Licensed Software Warranties. 7.1.1 3-GIS warrants that the first instance of a Licensed Software product delivered to Customer will operate in substantial conformance with the Documentation for ninety (90) days after delivery or installation by 3-GIS. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy shall be, at 3-GIS’ option, (a) replacement of the nonconforming Licensed Software within a commercially reasonable time, or (b) treatment of the Defect in accordance with the procedures set forth in Attachment C, provided Customer notifies 3-GIS in writing of the non-conformance within ninety (90) days of the date of shipment. The foregoing warranty is void if the Licensed Software has been modified by other than 3- GIS or its Affiliates and such modification causes or contributes to the nonconformance. 7.1.2 3-GIS warrants that the media for the Licensed Software as delivered to Customer is free from defects in materials and workmanship. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy and 3-GIS’ sole and exclusive obligation will be to replace the media for the Licensed Software within a commercially reasonable time and without charge to Customer, provided Customer notifies 3-GIS in writing of the defect in the media within thirty (30) days of the date of shipment. 7.2 Third Party Software. THIRD PARTY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, OPEN SOURCE SOFTWARE, IS PROVIDED ON AN “AS IS” BASIS. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 16 of 29 8. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES AND, IF APPLICABLE, THE SERVICES WARRANTY SET FORTH IN ATTACHMENT D BELOW, ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF 3-GIS HAS BEEN AWARE OF SUCH PURPOSE, AND, THE WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. 9. TERMINATION/CANCELLATION. If Customer breaches one or more of its obligations hereunder, 3 -GIS may, upon its election and in addition to any other remedies that it may have, terminate/cancel the license and rights granted to Customer under this License Agreement by not less than thirty (30) days written notice to Customer specifying any such breach, unless within the period of such notice all breaches specified therein have been remedied. Upon termination/cancellation of the license and rights granted hereunder, Customer shall cease using the Licensed Software and destroy or return all Licensed Software furnished hereunder, including any copies, and certify such destruction or return in writing to 3-GIS. Such termination/cancellation shall not affect any obligations of Customer incurred prior to such termination/cancellation, nor shall 3-GIS have any obligation to refund any monies paid to it hereunder. The termination/cancellation rights of 3-GIS provided herein are in addition to all other rights and remedies available to 3-GIS. Upon any such termination/cancellation, any 3-GIS obligation hereunder shall terminate/cancel automatically. 10. THIRD PARTY BENEFICIARY. Owners of any Third Party Software embedded into the Licensed Software or bundled with a Licensed Software solution are third party beneficiaries of this Agreement. 11. THIRD PARTY COMPONENTS. In the event the Oracle JDBC Driver is included in the Licensed Software solution, Customer shall not redistribute the Oracle JDBC Driver or its documentation. END OF SOFTWARE LICENSING TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 17 of 29 ATTACHMENT B - ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS Only in the event that Customer orders Google Street View licensed tile access as indicated in an Order, the following additional terms and conditions apply to Customer’s Licensed Tile Access (as such term is defined below). 1. LICENSE GRANT. 1.1 In accordance with the Customer’s order as set forth in an Order, and upon payment of the associated fee set forth in an Order, Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to access Google Street View Tiles exclusively through the 3- GIS Web application (“Licensed Tile Access”). 2. DURATION OF THE LICENSE. The fixed duration of the Licensed Tile Access runs concurrently with the fixed license duration of for Google Street View Tiles as set forth in the applicable Order. 3. TITLE. Title to the Google Maps Tile API Service and the Google Street View Tiles remains at all times with Google. 4. SPECIAL TERMS AND CONDITIONS. Notwithstanding anything in the Agreement to the contrary: 4.1 The following terms and conditions applicable to Licensed Tile Access, Google Maps, Google Street View, and Google Earth (each a “Google Service” and collectively the “Google Services”) are incorporated by reference as if they were fully set out herein, and are listed in order of precedence if there is a conflict between such terms: (i) the Google Services’ Acceptable Use Policy at https://cloud.google.com/maps- platform/terms/other/universal-aup/; (ii) the Google Services’ Legal Notices at https://maps.google.com/help/legalnotices_maps/; and (iii) the Google Services’ Additional Terms of Service at https://maps.google.com/help/terms_maps.html. Customer shall use the Google Services in a manner that is consistent with these above-referenced terms and conditions and shall compel all of its users to do the same. 4.2 Use of Licensed Tile Access shall be limited strictly to obtaining access of Google Services through the 3-GIS Web application. 4.3 The base fee for the Licensed Tile Access is set forth in an Order. Google and Street View are the registered trademarks of Google LLC. ©2018 Google LLC All rights reserved. END OF ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 18 of 29 ATTACHMENT C – BASE MAINTENANCE TERMS AND CONDITIONS The following are 3-GIS’ additional terms and conditions for Base Maintenance. Base Maintenance is defined as and limited to the following services: (1) correction of material Defects in accordance with this Attachment C and (2) providing Base Maintenance Releases. Under Base Maintenance, and strictly with regard to the Licensed Software, Customer is entitled to the services set forth hereunder. 1. DEFINITIONS 1.1 “Acknowledgment” or “Acknowledge” means a response to Customer by an employee of 3-GIS that he or she is gathering Problem Determination information in response to a Problem reported by Customer. 1.2 “Base Maintenance Period” means a period beginning at the conclusion of the previous Base Maintenance Period for Base Maintenance renewals and continuing for the period set forth in an Order of this Agreement or, if no period is set forth, for one calendar year. 1.3 “Major Releases” means new or supplemental releases of the Licensed Software that are provided at no additional charge to purchasers of Base Maintenance and which include only limited additional functionality and/or contain corrections to the License Software provided as part of Base Maintenance. Base Maintenance Releases are not Enhancement Releases. 3-GIS and its licensors have sole discretion in determining whether a Release is an Enhancement Release or a Base Maintenance Release and t he schedule for and content of any such release. 1.4 “Defect” means a condition in the Licensed Software that causes the Licensed Software to substantially fail to conform to Documentation in effect on the date of delivery of the Licensed Software. An error in the Documentation is not a Defect of the License Software. If the Documentation is determined to be in error, it will be corrected and provided to the Customer. 1.5 “Documentation” shall have the meaning set forth in Attachment A, “Licensed Software Terms and Conditions.” 1.6 “Problem” means a condition reported by Customer to 3-GIS or identified by 3-GIS in which the Licensed Software appears to not be functioning in substantial conformance with the Documentation. 1.7 “Problem Determination” means 3-GIS’ isolation of a Problem as either (a) a Defect or (b) a problem of another nature which has adversely affected the performance of the Licensed Software, (e.g., operational errors, database, hardware, or firmware issues, interfacing products, Third Party Software, etc.). 1.8 “Severity 1 Problem” means the Licensed Software is completely inoperable. 1.9 “Severity 2 Problem” means the Licensed Software is usable, but an essential component of the Licensed Software is inoperable or malfunctioning. 1.10 “Severity 3 Problem” means the Licensed Software is usable, but a nonessential component is inoperable or malfunctioning. 2. PROBLEM REPORTING INFORMATION. 2.1 Reporting Information. Customer is responsible for reporting all Problems through JIRA (support ticket system) and providing the following information in the Problem report: a) call-back telephone number; b) version number; DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 19 of 29 c) nature of the situation; d) assessment of Severity level as described above; e) description/history of the Problem and Customer’s efforts to resolve it (if any); f) Software access and diagnostic reports (if applicable); and g) any other information reasonably required by 3-GIS to diagnose the Problem. 2.2 Problem Identification. Prior to reporting Customer shall: a) identify the Problem and the part(s) of the Licensed Software believed to be the source of the Problem b) determine that all known corrections or workarounds provided through Customer Support or contained in Knowledge Base which pertain to the Problem have been applied; and c) collect necessary and available supporting documentation for use by 3-GIS in diagnosing the Problem. 2.3 Problem Diagnosis Coordination. If Customer reports a Problem, Customer will be responsible for providing necessary materials (e.g., remote dial-in access, database access, printouts) required by 3-GIS to diagnose the Problem in an efficient manner. 2.4 Acknowledgement of Severity Level. 3-GIS will respond to the Customer to Acknowledge the severity level of the Problem within the time frames set forth below. After investigation, 3-GIS may change the severity level for that Problem. After Acknowledgement, 3-GIS will make a Problem Determination. If 3- GIS determines that the Problem is not a Defect, 3-GIS will inform Customer that the Problem is outside the scope of Base Maintenance. 3-GIS will then inform Customer that any further services related to the Problem, if offered and provided by 3-GIS, shall be charged at 3-GIS’ then current rates for time and materials services. 2.5 Severity 1 Problem (i) 3-GIS will Acknowledge a Severity 1 Problem within one (1) Business Day, on average. (ii) If 3-GIS makes a Problem Determination that the Severity 1 Problem is due to a Defect, 3 -GIS will use commercially reasonable efforts to electronically or telephonically provide or communicate a correction or workaround for the Defect within 3 Business Days, on average, of such Problem Determination. Customer must have knowledgeable staff available to aid in the investigation and must apply the Licensed Software correction or workaround as soon as it is provided by 3-GIS. 2.6 Severity 2 Problem (i) 3-GIS will Acknowledge this level Problem within two (2) Business Days on average. (ii) If 3-GIS makes a Problem Determination that the Severity 2 Problem is due to a Defect, 3 -GIS will use commercially reasonable efforts to electronically provide a correction or workaround for the Defect within 10 Business Days, on average, of such Problem Determination or provide Customer with written notice within that time that the effort will require further research, resources, or analysis. Customer must have knowledgeable staff available to aid in the investigation and must apply an agreed upon Licensed Software correction or workaround as soon as it is provided by 3-GIS. 2.7 Severity 3 Problem (i) 3-GIS will Acknowledge this level Problem within three (3) Business Days on average. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 20 of 29 (ii) If 3-GIS makes a Problem Determination that the Severity 3 Problem is due to a Defect, 3-GIS will evaluate the Defect for possible inclusion of a correction or workaround in a future Base Maintenance Release. 2.8 All Base Maintenance-related communications will be conducted in English. 3. THIRD PARTY SOFTWARE MAINTENANCE In the event that 3-GIS determines that a Problem is caused by Third Party Software bundled or embedded in the Licensed Software, as Customer’s sole and exclusive remedy 3-GIS will report such Problem to the licensor of such Third Party Software and supply Customer with any corrections or workarounds that such licensor provides to 3-GIS. Notwithstanding anything else in this Agreement, if a licensor of 3-GIS does not provide support to 3-GIS for the Third Party Software for any reason, 3-GIS shall have the option to terminate Base Maintenance. In such event, 3-GIS shall refund Customer an amount representing the value of the unused portion of the Base Maintenance. Such value shall be a pro rata portion of the Base Maintenance fees actually paid by Customer to 3-GIS under this Base Maintenance Agreement and shall be determined by depreciating such fees on a monthly basis over the Base Maintenance Period. 4. INSTALLATION AND SUPPORT OF BASE MAINTENANCE RELEASES. Customer is responsible for installing all Major Releases within three (3) months of the issuance date of such release of the Licensed Software. 3-GIS will no longer maintain prior Major Releases three (3) months after the issuance date of the current Base Maintenance Release and therefore the Customer may be required to upgrade if an existing issue or bug requires code modifications to a prior release. 5. MODIFICATION OF LICENSED SOFTWARE. If Customer modifies the Licensed Software outside the prescribed methods outlined in the Documentation, 3-GIS will not continue to provide Base Maintenance for the Licensed Software. END OF BASE MAINTENANCE TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 21 of 29 ATTACHMENT D - SERVICES TERMS AND CONDITIONS The additional terms and conditions set forth in this Attachment D and the General Terms and Conditions of the Agreement shall govern the provision of 3-GIS Services as described in an Order. 1. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES 1.1 License to Use the Deliverables. Subject to the restrictions set forth below and in an Order, 3-GIS grants to Customer a personal, nontransferable, nonexclusive license to use and copy the Deliverables solely for Customer’s internal business purposes including providing services and Deliverables for its customers as identified in an Order. This license shall include the right for the Customer to permit access to the Deliverable to Customer’s consultants, contractors, or suppliers who as part of their agreement with Customer have a need to receive or use copies of such Deliverables as long as such consultant, contractor, supplier, or customer is subject to an agreement requiring such consultant, contractor, or supplier to maintain the confidentiality of the Deliverable, and which limits the use of the Deliverable by the consultant, contractor, or supplier to providing services to Customer. Customer shall include a 3 -GIS copyright notice on all copies of Deliverables. The Services and any Deliverables are not “work for hire” and 3-GIS shall own all right, title, and interest to the Deliverables. No direct or indirect ownership interest, license right, or usage right in the Services or Deliverables are granted or created by implication. 1.2 Ownership of Newly Created Intellectual Property. Any Intellectual Property, including any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products (“Invention”) or any works fixed in any medium of expression, including copyright and mask work rights (“Works of Authorship”) created during the course of the Services shall be the sole and exclusive property of the creating Party. 1.3 No Rights By Implication. No direct or indirect ownership interest or license rights in Inventions, Works of Authorship, or other Intellectual Property, including software or patents, are granted or created by implication in this Agreement. Any grant of an ownership interest or license rights in an Invention, Work of Authorship or other Intellectual Property including software or patents must be negotiated in a separate agreement. 3-GIS will use reasonable efforts to inform Customer of any 3-GIS owned Inventions, Works of Authorship, or other Intellectual Property that 3-GIS believes may be necessary for Customer to use the Deliverable or to meet the purposes set forth in this Agreement. 1.4 License Restrictions. Except as specifically otherwise provided in this Agreement or an Order, Customer shall not make, sell, translate, export, license, sublicense, localize, use with any time-sharing or for service bureau arrangements, or transmit to any person outside of Customer’s internal business organization or Affiliates the Deliverables. Customer shall not reverse engineer, decompile, disassemble, or apply any process, technique, or procedure or make any attempt to ascertain or derive the source code of the Deliverables. If the Services performed hereunder involve the customization of a 3-GIS software application, Customer acknowledges and agrees that the Deliverables may only be used in connection with such software, and such software is licensed pursuant to a separate license agreement between the Parties for an additional fee. Unless otherwise provided in an Order, nothing in this Agreement grants Customer a license to use 3-GIS software products. 1.5 Third Party Software. Customer agrees to execute any applicable Third Party end user license agreement for Third Party Software that is delivered to Customer as part of an Order. Any Third Party Software furnished to Customer by 3-GIS shall remain the property of the respective Third Party. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 22 of 29 1.6 Similar Work for Other Customers. 3-GIS may perform the same or similar services for others, including providing the same or similar conclusions and recommendations provided that Customer Confidential Information is not disclosed. 1.7 3-GIS Know-How. Customer acknowledges that during its normal course of dealings with 3-GIS, 3-GIS and its personnel may create, develop, or become acquainted with certain ideas, concepts, methods, techniques, processes, and skills (collectively referred to as “Know How”) pertaining to the products and services developed and provided to Customer under this Agreement. Customer hereby agrees that 3-GIS shall be entitled to use, disclose, distribute, and otherwise employ any such Know How in conducting its business, including the performance of services and development of software for other customers. 2. CUSTOMER’S RESPONSIBILITIES 2.1 Access to Premises and Information. During the performance of any Service pursuant to an Order, Customer shall: ● Cooperate with 3-GIS in all matters relating to the Services and appoint a Customer employee to serve as the primary contact with respect to the Services and who will have the authority to act on behalf of Customer with respect to matters pertaining to the performance of this Agreement; ● Provide such reasonable requested access to and use of the premises (including weekend and after-hours access), equipment, or software of Customer, its customer, and/or any other Third Party as 3-GIS deems necessary to perform the Services, including appropriate work space accommodations, office supplies, network connectivity, telephone service, and meeting room facilities; ● Provide such documentation or other information as 3-GIS may request in order to carry out the Services in a timely manner and ensure that such documentation or other information is complete and accurate in all material respects; and ● Review and provide timely feedback to 3-GIS on all Deliverables and provide qualified technical personnel to support 3-GIS as needed during performance of the Services. 2.2 Responsiveness. Customer shall respond promptly to any 3-GIS request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for 3-GIS to perform Services and fulfill this Agreement, including the associated schedule. 2.3 Customer Data. Customer is solely responsible for ensuring its systems, software, and data are adequately backed up prior to 3-GIS executing the Services. In the unlikely event of data loss or corruption, the Customer will be responsible for restoring its systems, software, and/or data back to their original state. 2.4 Additional Responsibilities. Any additional Customer responsibilities will be described in an Order or a Specification. 3. WARRANTY AND DISCLAIMER OF WARRANTIES 3.1 Warranty. 3-GIS warrants that the Services and Deliverables provided will substantially conform to the applicable Specification(s) associated with such Services and Deliverables as set forth in an Order or other mutually-agreed Specification document, and the Services will be performed in a professionally diligent manner by qualified personnel (“Satisfactory Work”). DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 23 of 29 3.2 Correction of Unsatisfactory Work. 3-GIS will respond with qualified personnel to any Service or Deliverable which is not Satisfactory Work that has been reported by Customer within thirty (30) days of the performance of a Service or receipt of a Deliverable. 3-GIS will reperform the Service or provide a revised Deliverable at no additional charge to Customer. 3.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ATTACHMENT, 3-GIS: 3.3.1 MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE; 3.3.2 DISCLAIMS ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE; AND 3.3.3 NEITHER ASSUMES NOR ACCEPTS ANY LIABILITY TO CUSTOMER OR ITS CUSTOMERS WITH RESPECT TO THE QUALITY OR SUFFICIENCY OF ANY RESULTS TO BE ACHIEVED BY THE USE OF THE SERVICES AND ANY DELIVERABLES OR OTHER INFORMATION FURNISHED TO CUSTOMER. 3.4 Post Warranty Maintenance. Customer shall be responsible for the maintenance of any Deliverables provided. In the event Customer elects to have 3-GIS perform such maintenance, such maintenance must be explicitly provided pursuant to a separate order. 3.5 Time and Materials Limitations. For Time and Materials Services, the Services will be provided up to the maximum amount of time as stated in an Order. 3-GIS shall have no obligation to work beyond the number of hours set forth in an Order. 3-GIS cannot commit to firm Deliverables, guaranteed results, or a fixed schedule of performance on a Time and Materials Services engagement. 3-GIS will apply diligent effort to the purpose stated in an Order or in an applicable Specification; however, should the Services require more time than estimated, 3-GIS will require a Change Order prior to performing additional Services. 4. INDEMNIFICATION PROVISIONS 4.1 3-GIS’ Obligations. Subject to the limitations set forth in this article entitled “Indemnification Provisions” and the limitation of liability provisions set forth elsewhere in this Agreement, 3-GIS will defend, at its expense, an action, suit, or proceeding brought against Customer by a Third Party (“Claim”), and indemnify Customer from any judgments, settlements, and reasonable attorney’s fees resulting therefrom, to the extent such Claim is (i) attributable to bodily injury, death, or physical damage to tangible property caused by 3-GIS’ negligent acts or omissions arising under this Agreement; or (ii) based upon an allegation that the final version of a Software Deliverable, as of its delivery date, infringes a valid United States patent, copyright, or trademark, or misappropriates a Third Party’s trade secret (“Infringement Claim”). 4.2 Conditions. 3-GIS’ defense and indemnification obligations are conditioned upon: ● Customer providing prompt written notice to 3-GIS in writing of any Claim or Infringement Claim; ● 3-GIS having sole control of the defense of any actions and negotiations related to the defense or settlement of any Claim or Infringement Claim; and ● Customer cooperating fully in the defense or settlement of any Claim or Infringement Claim. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 24 of 29 4.3 Exclusions. 3-GIS will have no obligation to defend Customer or to pay any resulting costs, damages, or attorneys’ fees for any Claim or Infringement Claim alleging direct or contributory infringement of a Software Deliverable (i) by the combination of or integration with a product, process, or system not supplied by 3-GIS; (ii) by material alteration by anyone other than 3-GIS or its subcontractors; (iii) by use after Customer has been notified of possible infringement; (iv) use after modifications are provided to Customer; (v) use after a return for refund as described below is ordered by 3-GIS; (vi) the creation of which was pursuant to specifications provided by Customer; (vii) use other than as specified in the applicable documentation (including, but not limited to, this Agreement, any applicable Specification, and the project’s Deliverables); or (viii) the infringement claim is based on a patent or copyright owned, controlled, licensed by, or licensable to others by Customer or any of its Affiliates. In no event will the indemnification for Infringement Claims apply to any software provided without charge. 4.4 3-GIS’ Mitigation Options. In connection with any Infringement Claims, 3-GIS, in its sole discretion and at its own expense, may either (i) obtain rights for Customer to continue using the Software Deliverable; (ii) replace the Software Deliverable with a non-infringing alternative, or modify the allegedly infringing elements of the Software Deliverable, while maintaining substantially similar software functionality or data/informational content; or (iii) refund to Customer a prorated portion of the license fees paid by Customer for the infringing Software Deliverable(s), based on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery, in which case Customer will uninstall, cease all use of and return to 3-GIS the infringing Software Deliverable(s). 4.5 Customer Affiliates. 3-GIS is not required to indemnify or defend Customer against Claims brought by any Customer Affiliate. 4.6 Exclusive Remedy. This article entitled “Indemnification Provisions” provides the sole and exclusive remedies of Customer and 3-GIS’ entire liability in the event of a Claim. Customer has no right to recover and 3-GIS has no obligation to provide any other or further remedies, whether under another provision of the Agreement or any other legal theory or principle in connection with a Claim. END OF PROFESSIONAL SERVICES TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 25 of 29 ATTACHMENT E – 3-GIS SOFTWARE SUPPORT PLAN The additional terms and conditions set forth in this Attachment E, together with Attachment D, and the General Terms and Conditions of the Agreement shall govern the provision of the 3-GIS Software Support Plan Services (“Support Services”) as described herein. 3-GIS will provide Support Services up to the number of contracted hours in support of Customer’s 3-GIS software solution for the one year period commencing as set out in the applicable Order (the “Support Services Commencement Date”). Capitalized terms not otherwise defined in this Attachment shall have the meaning assigned to them elsewhere in the Agreement. 1. SUPPORT SERVICES 1.1 3-GIS’ Call Center can be reached directly at +1 256-560-0744 and is available during Business Hours. All Call Center communications will be conducted in English. 1.2 Customer may choose to use the hours provided for Support Services to seek 3-GIS’ assistance with upgrades on major releases. Such assistance shall be comprised of 3-GIS consultation services covering the following topics: ● Backups of data and 3-GIS products ● Uninstall of existing products ● Install of new products ● Configuration changes needed to support the version ● Data schema changes needed to support the version ● Republishing and applying of the Sever Object Extension file ● Base Testing after upgrade 1.3 Customer may also use Support Services for a wide range of additional tasks that will assist in its administration of a 3-GIS software solution. 3-GIS will not complete these tasks for the Customer but will provide a supportive level of assistance to the Customer associated with the types of requests in Table 1, below. 2. EXCLUSIONS 2.1 The following services are not included as part of Support Services: ● Investigation of network issues ● Certificate changes or investigation ● Operating systems ● Esri upgrades, licensing, service packs, or installs ● Database maintenance, troubleshooting, and administration tasks ● Data scrubbing, clean-up, or correction ● Integration with other systems or software ● System configuration changes not essential for an upgrade ● Unsupported or undocumented system configuration changes DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 26 of 29 ● Data Conversion work outside of Drag and Drop tool ● Esri tools not incorporated into 3-GIS’ software ● User and access changes ● Jasper reports ● Automated design support or requests 3. ADDITIONAL TERMS 3.1 Support Services are provided on an annual basis commencing with the Support Services Commencement Date. 3.2 Unused support hours at the end of the annual term shall be deemed consumed at the end of the annual term and no credit or refund shall be provided. 3.3 Support Services will automatically renew for annual terms on the anniversary of the Support Services Commencement Date unless Customer provides written notice to cancel the renewal in advance of the effective renewal date. TABLE 1 - 3-GIS SOFTWARE SUPPORT PLAN MATRIX Support Plan Tier Level 1 Level 2 Level 3 Billing Frequency Annual Annual Annual Annual Support Hours Included 20 60 120 Fee for Additional Support Services (per hour) $195 $175 $175 Software Upgrade Assistance (Up To 8 Hours) 0 1 2 Access to the 3-GIS Support Hotline Yes Yes Yes Limited 3-GIS-related Esri functionality support (includes: Add Features; MXD changes/Publish; Server Configuration) Yes Yes Yes END OF 3-GIS SOFTWARE SUPPORT PLAN DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 27 of 29 ATTACHMENT F - API LICENSE TERMS AND CONDITIONS This API License Attachment (“Attachment”) to that certain Licensed Software and Professional Services Master Agreement sets forth the additional terms and conditions which, along with the terms and conditions set forth in the Agreement, shall govern the licensing and use of the 3-GIS API. 1. Definitions. (a) “API” means the application programming interface and any API Documentation or other API materials made available to Customer by 3-GIS. (b) “API Documentation” means the API documentation made available to Customer by 3-GIS from time to time. (c) “API Key” means the security key 3-GIS makes available for Customer to access the API. (d) “3-GIS Products” means the Licensed Software as such term is defined in the Agreement. (e) “Customer Applications” means any software, firmware, or hardware Customer causes to interact with the API. 2. License Grant. Subject to and conditioned on its compliance with all terms and conditions set forth in this Attachment, 3-GIS hereby grants Customer a limited, revocable, non-exclusive, non- transferable, non-sublicensable license during the term and for the usage tier set forth in the applicable API Order to use the API solely for its internal business purposes solely in conjunction with the 3-GIS Products. Customer acknowledges that there are no implied licenses granted under this Attachment. 3- GIS reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without its prior written consent. Customer must obtain an API Key from 3-GIS’ support team. Customer may not share its API Key with any third party, must keep its API Key and all log-in information secure, and must use the API Key as its sole means of accessing the API. 3. Use Restrictions. In addition to all usage restrictions set forth in the Agreement, except as expressly authorized under this Attachment, Customer may not: (a) copy, modify, or create derivative works of the API, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (d) remove any proprietary notices from the API or API Key; or (e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer will comply with all terms and conditions of this Attachment, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be included in the Documentation from time to time. 4. Customer Applications. Customer agrees to monitor the use of the API for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Attachment or the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 28 of 29 Agreement. As between Customer and 3-GIS, Customer is responsible for all acts and omissions of its end users in connection with Customer Application and their use of the API, if any. Customer agrees that Customer is solely responsible for posting any privacy notices and obtaining any consents from its end users required under applicable laws, rules, and regulations for their use of Customer Applications. 5. No Support Services; Updates. This Attachment does not entitle Customer to any Support Services for the API. Customer acknowledge that 3-GIS may update or modify the API from time to time and at its sole discretion (in each instance, an “Update”), and may require Customer to obtain and use the most recent version of the API. Updates may adversely affect how Customer Applications communicate with the 3-GIS Products. Customer is required to make any changes to Customer Applications that are required for integration as a result of such Update at its sole cost and expense. Customer continued use of the API following an Update constitutes binding acceptance of the Update. 6. Intellectual Property Ownership; Feedback. Customer acknowledges that 3-GIS and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the API and the 3-GIS. Customer will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer will promptly notify 3-GIS if Customer becomes aware of any infringement of any intellectual property rights in the API. If Customer or any of its employees, contractors, and agents sends or transmits any communications or materials to 3-GIS by mail, email, telephone, trouble ticket, or otherwise, suggesting or recommending changes to the API and/or the 3-GIS Products, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. Customer hereby assign to 3- GIS on its behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and 3-GIS is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although 3-GIS is not required to use any Feedback. 7. Disclaimer of Warranties. Notwithstanding anything in the Agreement or this Attachment to the contrary, THE API IS PROVIDED “AS IS” AND 3-GIS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 3-GIS 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. 3-GIS MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY CUSTOMER APPLICATIONS, SYSTEM, OR OTHER SERVICES, OR ANY THIRD PARTY’S SOFTWARE, HARDWARE, FIRMWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 8. Indemnification. Customer agrees to indemnify, defend, and hold harmless 3-GIS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) its (or its officers, directors, employees, agents, affiliates) use or misuse of the API, (b) its breach of this Attachment, and (c) Customer Applications. In the event 3-GIS seek indemnification or defense from Customer under this provision, 3-GIS will promptly notify Customer in writing of the claim(s) brought against 3-GIS for which 3-GIS seek indemnification or defense. 3-GIS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 29 of 29 choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by 3-GIS or bind 3-GIS in any manner, without its prior written consent. In the event 3-GIS assume control of the defense of such claim, 3-GIS will not settle any such claim requiring payment from Customer without its prior written approval. 9. Limitations of Liability. SOLELY AS IT RELATES TO OR ARISES OUT OF THE GRANT OF API USAGE RIGHTS UNDER THIS ADDENDUM, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL 3-GIS, ITS SUCCESSORS, OR ASSIGNS, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR 3-GIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Term and Termination. The term of this Attachment commences when Customer executes the applicable Order for the API and will continue in effect until terminated as set forth in this Section or upon the expiration of the limited duration for API usage granted in the applicable Order for the API. Customer’s right to use the API will terminate immediately and automatically if Customer violates any of the terms and conditions of this Attachment. Upon termination of this Attachment for any reason, all licenses and rights granted to Customer under this Attachment will also terminate and Customer must cease using, destroy, and permanently erase from all devices and systems Customer directly or indirectly control all copies of the API. Any terms that by their nature are intended to continue beyond the termination or expiration of this Attachment will survive termination. Termination will not limit any of 3- GIS’s rights or remedies at law or in equity. 11. Export Regulation. In addition to the export obligations set forth in the Agreement, Customer will not make the API accessible from or to any jurisdiction or country to which export, re - export, or release is prohibited by applicable law, rule, or regulation. END OF API LICENSE TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 1 Order Number 01 Customer No. C-2022-10-02874 April 15, 2024 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 2 Table of Contents 1 Overview .................................................................................................................................... 3 2 Contact Information ................................................................................................................... 3 3 Service Subscriptions .................................................................................................................. 4 4 Support Services ......................................................................................................................... 4 5 Fixed Price, T&M and Other Services ........................................................................................... 4 5.1 Fixed Price Fees ................................................................................................................................. 4 Time and Material Fees ............................................................................................................................. 5 6 Invoicing Schedule ...................................................................................................................... 5 7 API Access .................................................................................................................................. 7 7.1 Access Tier ......................................................................................................................................... 7 8 Tasks To Be Performed ............................................................................................................... 7 8.1 Project Management Services .......................................................................................................... 7 8.2 Project Planning and Kickoff ............................................................................................................. 8 8.3 Implementation and Deployment Services ...................................................................................... 8 8.4 Acceptance Testing ......................................................................................................................... 11 8.5 Training ........................................................................................................................................... 11 9 Location of Services .................................................................................................................. 13 10 Deliverable Acceptance Process ................................................................................................ 13 11 Anticipated Schedule of Services ............................................................................................... 13 12 Project Assumptions ................................................................................................................. 14 13 Changes .................................................................................................................................... 14 14 Signatures ................................................................................................................................ 15 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 3 Overview This Order (“Order Number 01”), adopts and incorporates by reference the terms and conditions of the 3-GIS On Premise Subscription and Professional Services Master Agreement (“Master Agreement”), which was entered into on ______________ between 3-GIS, LLC (“3-GIS”) and City of Waterloo, Iowa and Waterloo Fiber (“Customer”) (each a “Party” and together may be referred to as the “Parties”). This Order Number 01 is effective beginning on the date last executed by a Party hereto (“Effective Date”) and will remain in effect until all obligations of each Party arising hereunder are fully and finally performed (“Expiration Date”), unless earlier terminated in accordance with the Master Agreement. Capitalized terms used but not otherwise defined in this Order Number 01 shall have the meanings set out in the Master Agreement. 3-GIS shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this Order. Contact Information 3-GIS, LLC City of Waterloo, Iowa and Waterloo Fiber Sales Main Lori Sullivan Phone 512.983-5674 lsullivan@3-gis.com Chris Youngblut City of Waterloo, Director of Technology Phone: 319-291-4598 chris.youngblut@waterloo-ia.org Accounts Receivable Accounts Payable 720.279.9894, ext. 2500 (office) AR@sspinnovations.com Bridgett Wood City of Waterloo, Finance Director 715 Mulberry St. Waterloo, IA 50703 Bridgett.wood@waterloo-ia.org 319-291-0141 ext. 3009 Project Management Project Management TBD TBD DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 4 Service Subscriptions 3-GIS Product Qnty Subscription Duration Unit Fee Annual Fee 3-GIS Enterprise License Agreement (1) 3-GIS Network Solution Core Production Server (No Esri) 1 3 Year Subscription $17,500.00 $17,500.00 (1) 3-GIS Network Solution Core Non-Production Server (No Esri) (20) 3-GIS Enterprise Advanced Web, Basic Web, or Mobile Named User Access Annual Total $17,500.00 Support Services 3-GIS shall provide ENTERPRISE Level 1 Support as described in the Support Matrix set forth in Attachment B of the Agreement. The annual fee associated with this Support shall be: 3-GIS Product Subscription Duration Quantity Unit Fee Annual Fee 3-GIS Level 1 Support Package 3 Year Subscription 1 $6,000.00 $6,000.00 Annual Total $6,000.00 Fixed Price, T&M and Other Services Fixed Price Fees Fixed Price Service Service Description Quantity Unit Fee Total 3-GIS Set-Up Production Set up of 3-GIS Web Production Environment with Standard Schema and configuration. 1 $13,000.00 $13,000.00 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 5 Fixed Price Service Service Description Quantity Unit Fee Total 3-GIS Set-Up Other Set up of 3-GIS Web Other Environment with Standard Schema and configuration. 1 $6,500.00 $6,500.00 Training- 3-GIS Web 1.5 days of Remote 3-GIS Web Training for up to 8 Users 1 $3,250.00 $3,250.00 Training- Admin 1/2 Day of Remote Admin Training for up to 5 System Administrators 1 $1,950.00 $1,950.00 Training- Server Training Up to 4 hours Remote 3-GIS Server Admin Training for up to 5 System Administrators. 1 $1,950.00 $1,950.00 Configuration Workshop Up to 8 hours of a remote workshop for gathering configuration requirements for the 3-GIS environment. 1 $4,300.00 $4,300.00 Total $30,950.00 Time and Material Fees T&M Services Service Description Quantity Hourly Rate Total T&M Professional Services 3-GIS Configuration T&M Block of Hours to be used for configuration of 3-GIS data schema, configuration of application or testing activities 40 $260.00 $10,400.00 Total $10,400.00 Invoicing Schedule Invoicing Schedule Line Item Milestone Amount Fee (USD) Subscriptions Payment Milestones DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 6 Invoicing Schedule Year 1 - Software Subscription Upon System Set-Up Completion 100% of Annual 3-GIS Software Subscriptions $17,500.00 Year 2 - Software Subscription Year 2 Renewal Date 100% of Annual 3-GIS Software Subscriptions $17,500.00 Year 3 - Software Subscription Year 3 Renewal Date 100% of Annual 3-GIS Software Subscriptions $17,500.00 Support Payment Milestones Year 1 - Level 1 Support Upon System Access 100% of Support Costs $6,000.00 Year 2 - Level 1 Support Year 2 Renewal Date 100% of Support Costs $6,000.00 Year 3 - Level 1 Support Year 3 Renewal Date 100% of Support Costs $6,000.00 Services Payment Milestones Installation and Configuration At Project Kick-Off 100% of Installation and Standard Configuration Services Costs $19,500.00 3-GIS Training Upon Completion of All Trainings 100% of 3-GIS Training Costs $7,150.00 Configuration Workshop Upon Completion of Workshop 100% of 3-GIS Training Costs $4,300.00 T&M Services Monthly (through the last Saturday of the Month) 100% of Used Hours $10,400.00 Total $111,850.00 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 7 API Access Access Tier 3-GIS shall provide Customer with Access Tier API access pursuant to the terms set forth in Attachment F of the Agreement. Access Tier is defined as follows: The Access Tier of 3-GIS APIs provide access to a limited library of APIs which are read -only and do not allow for the modification or creation of any data stored in 3 -GIS. The Access Tier of API’s include access to the following API endpoints: ● OTDR Trace ● Signal Trace ● Common Point of Failure ● Broadcaster ● General Query Access Tier APIs are available to any 3-GIS Enterprise Customer. Access Tier APIs do not include access to any testing or development environments. The Access Tier API does not include support or consultation services around proper API usage or integrations, even if product Support Services are ordered. API support services may be ordered separately on a Time and Material basis. Tasks To Be Performed Project Management Services 3-GIS will provide a Project Manager (PM) to support the project for the duration of the project, to monitor the schedule and quality of the Deliverables, the project budget, and to specifically oversee the performance of the Services. Additionally, the 3-GIS Project Manager shall: Review project objectives. Identify all software installation, training, system design, system development, implementation, test activities, and network audit, system integration and deployment that 3-GIS, and its subcontractors shall complete and provide a project schedule for completing same Facilitate communication between the Customer and 3-GIS personnel and subcontractors and direct the 3-GIS and subcontractor project personnel. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 8 Monitor the progress of the Services and Deliverables and prepare progress/status reports on a regular basis. Project Planning and Kickoff 3-GIS Project Manager will schedule a project kickoff meeting to make introductions of project stakeholders, detail the project scope, cover any schedule needs and requirements, overview project milestones, build a communications plan, and assign action items to facilitate project progress. Implementation and Deployment Services 1.1.1 Software Installation 3-GIS is to deploy 3-GIS Web and Admin on customer owned servers and configure the 3-GIS solution based on the Standard configuration and schema. All work will be conducted remotely. 1.1.2 System Set-up 1.1.2.1 Standard Configuration 3-GIS will configure 3-GIS Web to include: 1 Map Service 2-3 User Groups (TBD License Type from EA) o Advanced o Administrator o Basic (TBD) Standard Plotting Template 1.1.2.2 Additional Configurations This order includes: 8-hour configuration workshop will be conducted to review changes to be made to the system. The outcome of these workshop(s) is the Configuration request form. This form will outline all the requests and the estimated time to complete each task. Not to exceed 40 hours of T&M services that can be used to configure to the standard setup and or support Acceptance Testing activities as referenced in RFP 1.6. However, the 3-GIS and Waterloo have agreed to forgo the RFP requirement where the Bidder will help develop the specific ATP tests and procedures that would be perform by the Owner and Bidder during implementation of the Proposed Solution. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 9 1.1.2.3 Customer Architecture Selection The Customer is responsible for the set-up of the architecture where 3-GIS will be installed. The following must be set-up to complete the installation and configuration of 3-GIS. Full system requirements were provided in the 3-GIS system requirements provided to the customer. Below are set-up options that impact how the project will be completed: Server Set-up three-tier with portal federation Esri ArcGIS Server Advanced 10.9.1 o Esri ArcGIS Desktop 10.8.1 needed for publishing only 3-GIS Configuration Database type will be Postgres Esri Geodatabase will be Microsoft SQL Authentication method will be Windows Active Directory 1.1.2.4 Inclusions Standard setup includes: o Deployment of the standard 3-GIS system configuration and data model. If no acceptance is given in five business days, the changes will be deemed as accepted. Additional configuration as outlined in section 8.3.2.2 Exclusions The items below are excluded from the standard setup and implementation of 3-GIS and will require a separate order form and/or CR. o Bill of Materials (BOM) o Quality Assurance/Quality Check (QA/QC) o Work Order configuration o Work Packets o Splice Audit and Reconcile o Duct space management o MDU o Mobile - Offline basemap support o Custom Reports o Material List o Annotate Features o Auto Dimensions DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 10 o Schematics o Wavelengths o Complex Equipment o Equipment Manager Set-up of system add-on licenses / extensions Data loading or data migration not outlined in this Order. Projections other than WGS84 Web Mercator Customizations to the 3-GIS software code. Data Conversion/Migration/Import (including non-telco) not outlined in this order. Manage Tier API Access, unless purchased. Additional Support for API utilization not outlined in this order. 3-GIS Mobile for Android is delivered via an .apk file for side loading on devices. Delivery into a Mobile Data Management Platform or Private/Public Google Play Store is not included. 1.1.2.5 Setup Assumptions Customer will have knowledgeable staff with the proper level of access to complete needed tasks. Customer will have properly licensed versions of all software. Customer will allow 3-GIS to have access to the system at some level (Full VPN access or supervised access). 1.1.2.6 Responsibility/Task Matrix Item Responsible Party Type User Names and Email address Customer Task Technical documentation (e.g., 3-GIS Knowledge Base, meeting notes, JIRA tickets) in electronic format 3-GIS Task Appoint project participants and stakeholders and define their roles during implementation Customer Task Static Corporate IP Address Customer Task DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 11 Acceptance Testing 1.1.3 Functional Acceptance Testing Overview 3-GIS will provide the Customer with a Functional Acceptance plan based on the standard configuration of the 3-GIS Network Solution. 3-GIS will install the standard configuration 3-GIS Network Solution software for Customer evaluation using the 3-GIS delivered and accepted Functional Acceptance plan documents. 3-GIS will provide remote staff to perform resolution support to issues discovered during the Functional Acceptance phase 1.1.3.1 Functional Acceptance Plan The Customer will test the 3-GIS application suite to verify that it functions in accor dance with the 3-GIS delivered plan. The Customer will record results on the provided Acceptance Plan. Acceptance testing will be conducted over a period of five (5) business days immediately following 3-GIS Network Solutions software installation and LMS/E-learning training. 1.1.3.2 Issue Resolution Upon completion of the functional Acceptance Plan, 3-GIS will resolve known issues within five (5) business days. 1.1.3.3 Acceptance Criteria This phase will be considered complete once the test is able to be completed success fully. 1.1.3.4 Assumptions Customer will complete the online LMS/E-Learning prior to or as part of the Functional Acceptance Testing Training 1.1.4 Training Overview 3-GIS will conduct instructor-led training performed remotely in accordance with Customer purchased training options shown below. In addition, 3-GIS provides access to 3-GIS LMS training modules for all users. The training modules are web-based and use a named user access method. Dates for training are scheduled a minimum of two weeks in advance. LMS mod ules should be completed by all trainees at least 3 days before the instructor lead training date . DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 12 1.1.5 Training Ordered Course Description Intended Audience Delivery Method Seats In Course Duration (Days) 3-GIS Web Advanced Users Remote 5 1.5 Days 3-GIS Admin Admin Users Remote 5 .5 Days 3-GIS Systems Admin System Admins Remote 5 .5 Days 3-GIS Online Learning (LMS) All Users with Named User Accounts Remote Equal to named users Self-Paced 1.1.6 Training Responsibility/Task Matrix Item Responsible Party Type 2.5 days of training to include: 3-GIS Web, 3-GIS Admin, and System Admin 3-GIS Task Access to 3-GIS E-Learning/LMS training modules for named users 3-GIS Task Names and Email accounts of uses for E-Learning/LMS accounts Customer Task Attendance of appropriate staff at training sessions and equipped with computers Customer Task Training room and projectors Customer Task Complete needed LMS/E-Learning Courses prior to the start of instructor led training Customer Task 1.1.7 Training Assumptions Training Assumptions For Mobile Training, the Customer must have 3-GIS mobile tablets prior to training. o The device must be running Android Pie 9.0 or above o 64-bit processor o Minimum 16 GB of free storage o Minimum 4 GB of Ram o A file manager app must be installed on the Android device. 3-GIS staff will have access to internet while in training sessions. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 13 Customer’s internet can support all users using 3-GIS and a video conferencing system. All on-site training assumes safe travel conditions for the 3-GIS staff. If travel is not possible, training will be conducted remotely. Customer will take the LMS online courses prior to onsite/remote training for best results. 3-GIS Training staff will be provided access to the customer environment at least 3 business days in advance of the scheduled customer training. Location of Services All services will be provided remotely. Deliverable Acceptance Process Acceptance of deliverables should be made in writing within five (5) to ten (10) business days of receipt, as defined in the final deliverable schedules. Each deliverable requiring the Customer’s approval shall be deemed accepted and “signed off” by the Customer unless rejected, in writing, within 10 consecutive business days of receipt. Rejection notification must include su fficient written detail to enable 3-GIS to make any necessary changes and deliver contractually compliant final deliverable. Anticipated Schedule of Services The following represents an estimated timeline for the services listed in this order form. At contract sign-off, the schedule will be reviewed and updated per 3-GIS and customer availability. Week Description Responsibility Week 0 Contract Signed 3-GIS and WL Week 2 Project Kickoff 3-GIS and WL Week 3 Esri Server Setup WL Week 4 Server Environment Walkthrough 3-GIS Week 5 3-GIS System Install (Dev and Prod) 3-GIS Week 6 Customer FAT Completion and Resolution WL Week 7 Training 3-GIS and WL DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 14 Week 8 Configuration Spreadsheet review 3-GIS and WL Week 9 Configuration Workshop 3-GIS and WL Week 10 Configuration of the System 3-GIS Week 11 Final Acceptance 3-GIS and WL Week 12 Support Handoff 3-GIS and WL Project Assumptions 3-GIS price proposal is based upon the following key assumptions: Customer will have proper staff available for project needs, including a project lead. Customer will be in communication with 3-GIS staff as needed to complete the scope of work as outlined in this order within the timeline specified . Customer will provide 3-GIS resources with timely remote and adequately privileged access to systems required. Customer will perform reviews of, provide verbal feedback and digital correspondence for, and provide approval (where required by 3-GIS) of any 3-GIS (or partner) generated documentation or portions of the solution, including customer testing activities, as dictated within the agreed-upon project schedule. If significant delays to the project occur because these assumptions are not met, a Change Request may be required to extend the project schedule and cost (or "to determine the impact to cost and schedule of the project"). Payment and applicable fees will be due per the terms and conditions outlined in this order form upon the email receipt of each invoice notwithstanding an y other requirements you may request for invoice delivery. If your company requires a purchase order (PO) to make a payment, please provide the PO, including PO # and Amount, immediately upon contract signing. PO amount should equal the total amount of the services listed in the order form. Changes During 3-GIS’ performance under this Order Number 01, either Party may request a Change in the Order’s scope in a writing delivered to the other Party’s project manager. Any modification DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 15 of this Order must be made by a Change Order. No Change, as contemplated in this paragraph, shall become effective until such Change is agreed to by both Parties in a written Change Order. Signatures IN WITNESS WHEREOF, the Parties hereto have executed this Order Number 01 as of the dates referenced below, and each signatory further represents that they are duly authorized representatives as of the dates below. AGREED BY: City of Waterloo, Iowa 3-GIS, LLC by SSP Innovations By: By: Name: Quentin Hart Name: Jonathan Jachimiec Title: Mayor Title: Chief Financial Officer Date: Date: Waterloo Fiber By: Name: Andrew Van Fleet Title: Telecom Board Chair Date: DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 12 April 2024 | 10:37 CDT ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 16 Attachment – Certificate of Insurance March 2024 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC