Loading...
HomeMy WebLinkAboutAmendment 2 - to SaaS Agreement - Add CAD Signed 05-18-26AMENDMENT TO SOFTWARE AS A SERVICE AGREEMENT NO. 2 THIS AMENDMENT TO AGREEMENT is made and entered in the City of San Luis Obispo on _____________, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Flash Parking, Inc., a Delaware corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, on February 12, 2025, the City entered into an agreement with Contractor for software as a service, (the “Agreement”); and WHEREAS, the City and Contractor desire to amend the contract as set forth in Exhibits A. NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: 1. The agreement is amended to include the services set forth in Exhibit A to add software services for the Cultural Arts District garage located at 609 Palm Street. The Parties acknowledge that these added services started on the date of garage opening (March 16, 2026), and monthly fees will be billed to the City starting one year after March 16, 2026, at the rates stated in Exhibit A, which is hereby incorporated in and made part of the Agreement and subject to the conflict of terms provision of Paragraph 2 of the Agreement. 2. All other terms and conditions of the Agreement remain in full force and effect. 3. The City shall not be billed for any costs reflected in Exhibit A until one year after March 16, 2026. For the avoidance of doubt, the terms and conditions of the City of San Luis Obispo Software as a Service Agreement dated February 12, 2025, as amended, shall govern Customer's access to and use of the software services for the Cultural Arts District Garage located at 609 Palm Street during the period commencing March 16, 2026 through March 15, 2027, notwithstanding that no fees shall be invoiced to or due from the City during such period. Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE 5/18/2026 | 10:25 AM CDT IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first written above. CITY OF SAN LUIS OBISPO __________________________ City Manager CONTRACTOR _____________________________________ Contractor Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE EXHIBIT A – Q-75385 CULTURAL ARTS DISTRICT GARAGE Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE AMENDMENT TO SOFTWARE AS A SERVICE AGREEMENT NO. 1 THIS FIRST AMENDMENT TO AGREEMENT is made and entered in the City of San Luis Obispo on _____________, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Flash Parking, Inc., a Delaware corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, on February 12, 2025, the City entered into an agreement with Contractor for Software as a Service, (the “Agreement”); and WHEREAS, the City and Contractor desire to amend the contract as set forth in Exhibits A and B. NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: 1. The Agreement dated February 12, 2025, is hereby amended to include the services set forth in Exhibit A and Exhibit B to add software services for the 919 Palm Street and 871 Marsh Street garages, respectively. Exhibits A and B are hereby incorporated into and made part of the Agreement and are subject to the conflict of terms provision of Paragraph 2 of the Agreement. 2. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first written above. CITY OF SAN LUIS OBISPO __________________________ City Manager CONTRACTOR __________________________________ FlashParking, Inc. Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20 4/30/2025 | 9:02 PM PDT Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE EXHIBIT A – Q-88510 919 PALM ST GARAGE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE EXHIBIT B – Q-88520 871 MARSH ST Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 CITY OF SAN LUIS OBISPO SOFTWARE AS A SERVICE AGREEMENT This agreement (Agreement) is made and entered into in the City of San Luis Obispo on ___________________, by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and Flash Parking, Inc., a Delaware corporation, hereinafter referred to as Contractor (each, a “Party” and collectively, the “Parties”). WITNESSETH: WHEREAS, on November 12, 2024, City Council adopted Resolution No. 11532 (2024 Series) to designate Flash Parking, Inc as the standard vendor for gated parking and access and revenue control system in City of San Luis Obispo-owned and -operated parking garages. WHEREAS, the City wants to offer ongoing services to the public utilizing the Flash Parking gated parking and access revenue control software systems installed in the City owned parking garages (the “Services”); and WHEREAS, Contractor is qualified to perform this type of Services and has submitted a written proposal to do so, which has been accepted by City; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the Parties hereto agree as follows: 1. TERM. The initial term of this Agreement shall be from the date this Agreement is made and entered, as first written above, for five (5) years. The initial term shall extend and shall renew automatically for successive one (1) year periods for a maximum of 10 years unless either party gives the other written notice of termination no less than three (3) months prior to the expiry of the initial term or applicable subsequent term. 2. INCORPORATION BY REFERENCE. Flash Parking, Inc Quote 81600 for Software Services and Flash OS License, Service and Product Usage Terms and Conditions are hereby incorporated in and made a part of this Agreement, attached as Attachment 1 and 2, respectively. The City’s specific terms and conditions are attached as Attachment 3. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Attachment 4. To the extent that there are any conflicts between this Agreement and any Attachments, Attachment 2 shall prevail unless otherwise agreed to in writing by both parties. 3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt of an invoice, City will pay, and Contractor shall receive compensation as set forth in Contractor’s proposal and pursuant to the Payment Terms set forth in Attachment 2. 4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement including that work as set forth in Attachment 1 and 2 . 5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Contractor is required to pay. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BC 2/12/2025 | 4:41 PM PST Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Agreement. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Agreement. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. 8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor shall also provide in accordance with the standards customarily called for under this Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be general approval only and does not relieve Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. Contractor/Contractor’s duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.” 10. PRESERVATION OF CITY PROPERTY. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from Contractor’s operations, it shall be replaced or restored at Contractor’s expense. The City’s facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11. IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12. NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it will not engage in, nor permit such sub-Contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 13. PAYMENT TERMS. The City’s payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net 30). Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Final June invoices shall be received no later than the 5th business day of July to meet City fiscal year-end deadlines. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice, therefore. 14. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and assistance required for City to ascertain that the Services of the Contractor are being performed in accordance with the requirements and intentions of this Agreement. All work done, and all materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations under the Agreement. 15. RELEASE OF INFORMATION. a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or subContractors, shall not, without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or sub- Contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 order, or subpoena from any person or party regarding this Agreement, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Contractor is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is averse to Contractor in such proceeding, Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 16. OWNERSHIP OF DOCUMENTS. a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of the Services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services under this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Contractor hereby grants to City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Contractor in the course of providing the Services under this Agreement. 17. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), each Party (the “Indemnifying Party”)shall indemnify, defend, and hold harmless the other Party and its respective elected officials, officers, employees, volunteers, and agents (“Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Indemnifying Party’s performance or its failure to perform its obligations under this Agreement or out of the operations conducted by the Indemnifying Party, but only to the extent such claims are caused by the negligence, recklessness, or willful misconduct of the Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify or defend against claims arising from the Indemnitees’ own negligence, whether active or passive. In the event the Indemnitees are made a party Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 to any action, lawsuit, or other adversarial proceeding arising from the Indemnifying Party’s performance of this Agreement, the Indemnifying Party shall provide a defense to the Indemnitees or at the Indemnitees’ option, reimburse the Indemnitees the costs of defense, including reasonable legal fees, incurred in defense of such claims. The review, acceptance or approval of a party’s work or work product by any indemnified party shall not affect, relieve or reduce the Indemnifying Party’s indemnification or defense obligations. This Section survives the completion of the services or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. Consultant’s indemnification obligations under this section extend to any claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-consultants/ subcontractors. 18. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF THE OTHER OR FOR ANY FORM OF DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) WHICH ARE IN EXCESS OF THE NON-INJURED PARTY’S APPLICABLE INSURANCE LIMITS, OTHER THAN DIRECT DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. In no event shall either Party’s aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, exceed the fees paid by Customer, as applicable under this Agreement. Notwithstanding the foregoing, the Parties aggregate liability for (a) either Party’s defense and indemnification obligations under this Agreement; or (b) either Party’s liability to the other party for losses incurred by such other Party arising from fraud, gross negligence, or willful misconduct of the liable Party shall not exceed two times (2X) the fees paid by Customer under this Agreement. 19. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least three (3) months prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 14. 20. TERMINATION FOR CAUSE. If, during the term of the Agreement, including the initial term and any subsequent renewals, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency. a. If the Contractor has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of the Agreement and the City may terminate the Agreement immediately by written notice to the Contractor to said effect (“Notice of Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Termination”). Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to comply with the obligations upon termination. b. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City’s Notice of Termination, minus any offset from such payment representing the City’s damages from such breach. “Reasonable value” includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Contractor shall be based solely on the City’s assessment of the value of the work-in-progress in completing the overall scope. c. The City reserves the right to delay such payment until completion or confirmed abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the not to exceed amount shown in this Agreement. 21. INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Attachment 4 attached to and made part of this Agreement. 22. BUSINESS LICENSE & TAX. The Contractor must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information regarding the City’s business tax program may be obtained by calling (805) 781-7134. 23. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 24. PUBLIC AND EMPLOYEE SAFETY. Whenever the Contractor operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 25. UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 26. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest without the previous written consent of the City. Notwithstanding the foregoing, Contractor may, with prior written notice but without the consent of the City, assign this Agreement (a) by operation of law, (b) pursuant to a merger or acquisition of all or substantially all of its stock or assets, or (c) to its affiliates. Any attempted assignment by Contractor without complying with the terms of this Paragraph shall be null and void. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 27. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the appropriate review authority according to the City’s Financial Management Manual. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 28. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the Parties hereto with respect to the subject matter contained herein. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the Parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 29. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below: To City: City of San Luis Obispo 1260 Chorro St, Ste B San Luis Obispo, CA 93401 Attn: Donna King (dking@slocity.org) To Contractor: FlashParking 2500 Bee Caves Road Building III, Suite 400 Austin, TX 78746 Attn: General Counsel (legal@flashos.com) 30. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 31. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR _______________________________ By: Whitney McDonald Its: City Manager _______________________________ By: FlashParking, Inc. Its: AVP APPROVED AS TO FORM: _______________________________ By: J. Christine Dietrick, City Attorney Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 ATTACHMENT 1 - Q-81600 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 ATTACHMENT 2 – FLASH OS LICENSE, SERVICE AND PRODUCT USAGE TERMS AND CONDITIONS FLASH OSTM License, Service and Product Usage Terms and Conditions These License, Service and Product Usage Terms and Conditions (the “Agreement” or “Terms and Conditions”, which shall include any and all schedules, addendums, or attachments incorporated herein, as well as all amendments or supplements of such documents and the Agreement) is entered into and effective as of date set forth in an executed order form (the “Order Form”) referencing this Agreement by and between FlashParking, Inc., a Delaware corporation, Flash Infrastructure Financing I, LLC, a Delaware limited liability company, or any of their Affiliates (as applicable, “Flash” or the “Company”) and the customer listed on the Order Form (“Customer”). Flash and Customer at times are each referred to herein as a “Party” and, collectively, as the “Parties.” This Agreement sets forth the terms and conditions governing Customer’s purchase of any configuration of Equipment, Services, and Software (each as defined below, and collectively “Flash Offerings”). An Order Form will provide, where applicable, a description of the Flash Offerings to be provided by Flash and the consideration to be paid for by Customer for the same. NOW THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1 Description of the Flash OS System 1.1 Kiosks, gates, ticket dispensers, scanners, RFID readers, electric vehicle supply equipment, cameras and other hardware and accessories to be delivered to Customer as specified in the relevant Order Form and any additional Order Forms entered into by the Parties from time to time shall be referred to as “Equipment”. 1.2 Any programmed code contained within the Equipment or used by Flash in the delivery of any of the Services shall be referred to as “Software” and may be further described in the Order Form and additional terms may apply pursuant to attachments thereto. 1.3 Flash may provide the services set forth below (collectively, the “Services”) which shall be further described in an Order Form according to the Customer’s purchase. The Services may include: 1.3.1 installation, electrical, cabling, and related services required to place the Flash Offerings into service at Customer’s sites (“Installation Services”); 1.3.2 consulting, administrative, and technical services (“Professional Services”); 1.3.3 hosted subscription services provided by Flash through the Flash portal, FlashParking.com website, through any mobile application offered by Flash, or through any Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 other means by which Flash chooses to deliver the Software in the future (“Subscription Services”); 1.3.4 merchant payment services for use with the Equipment and Services by means of a credit card, debit card, prepaid card, gift card, loyalty card, discount card or other means of payment, including crediting or debiting such cards (“Payment Gateway Services”). Payment Gateway Services will conform at all times to applicable laws pertaining to PCI compliance. Payment Gateway Services are rated as a DSS Level 1 for PCI Compliance. 1.3.5 Final inspection, configuration, start-up, testing and enrollment services required to bring the Equipment and Services into full operation, including confirming appropriate interface/communications with the Flash data center(s) (“Commissioning Services”). 1.4 Additional Services and other Flash Offerings may become available over time and a description thereof and any necessary terms and conditions related thereto will be included in an addendum to this Agreement. 1.5 Flash may subcontract any Service in whole or in part to subcontractors selected by Flash. Any subcontractors will be required to comply with this Agreement and Flash will be responsible for their performance. Customer shall cooperate and assist Flash and its subcontractors as reasonably requested by Flash to facilitate the provision of such Services as described in the applicable Order Form. 1.6 2 General Use; Use Restrictions 2.1 Subject to the terms and conditions set forth in any Order Form, Customer is hereby granted a restricted, limited, revocable, non-transferable, non-exclusive license to use the Flash Offerings solely for Customer’s own internal business purposes. Customer access will be limited to the permitted users identified by Customer, each of whom is an employee or authorized agent or contractor of Customer. Customer’s rights are personal, non-transferable, non-sub licensable, and non-exclusive. Customer’s use of the Flash Offerings is limited to the scope of the license granted herein and this Agreement does not permit Customer to use the Flash Offerings other than as provided herein. Customer acknowledges that the Flash Offerings include and constitute Proprietary Information (as defined below) of FlashParking and/or its licensors. Customer’s access to Flash OS may be terminated and this license revoked by Flash upon any breach by Customer of this Agreement or any additional terms and conditions that may be set forth in separate Order Forms, attachments, or other valid documents provided to Customer. Any license granted to Customer pursuant to this Section 2 shall automatically expire immediately upon the termination or expiration of this Agreement. 2.2 Except as expressly permitted herein or in any applicable Order Form, Customer will not alter, modify or adapt any Flash Offerings. This includes but is not limited to: (a) translating or creating derivative works of the Offerings or any data or content contained therein; or (b) licensing, sublicensing, distributing, reselling, leasing, permitting access to, publishing, commercially exploiting, disclosing or otherwise transferring or making the Flash Offerings available to any other person or organization. Customer agrees that any user identifications, passwords or other entitlement information related to Customer’s authorized users shall be maintained in confidence and used only by the user to which such information is assigned. Customer agrees to use the Flash Offerings only as expressly permitted by this Agreement and in accordance with all applicable laws, rules and regulations. Customer shall have no rights or license of any kind with respect to the Flash Offerings other than as set forth in this Agreement. Customer agrees that, upon reasonable notice during the term of this Agreement, Flash may, at its sole discretion, Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 request documentation from Customer to confirm that Customer is compliant under the terms and conditions of this Agreement. 2.3 Customer shall not access the Flash Offerings (a) to build or improve a competitive product or service, (b) to build or improve a product using similar ideas, features, functions or graphics of the Flash Offerings, (c) to copy any ideas, features, functions or graphics of the Flash Offerings, (d) to monitor its availability, performance, or functionality, except to the extent necessary to evaluate system for Customer’s own internal use (e) for any other benchmarking or competitive purposes or (f) to knowingly or negligently permit other individuals or entities in order to any of the foregoing. 2.4 Customer shall not restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Flash Offerings, including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others' ability to use, send, or retrieve information. 2.5 Intentionally Omitted. . 3 Confidential Information, Proprietary Information, and Intellectual Property Rights 3.1 All material, non-public, business-related information of or relating to Flash or the Flash Offerings, written or oral, that is marked “Confidential” by Flash, that is disclosed or made available to Customer, directly or indirectly, through any means of communication or observation is “Confidential Information”. 3.2 Information owned by Flash to which Flash claims a protectable interest under law, which includes Confidential Information, shall be “Proprietary Information”. The following information, all as reasonably substantiated by documentation, however, is not Proprietary Information and Customer is not restricted as to its use or disclosure: (a) information already in the possession of, or already known to, the Customer as of the Effective Date, and not under any other obligations of confidentiality due to any other agreements between the Parties; (b) information that enters the public domain after the Effective Date, or which, after such disclosure, enters the public domain through no fault of the Customer; (c) information lawfully furnished or disclosed to the Customer by a non- party to this Agreement without any obligation of confidentiality; (d) information independently developed by any Party without use of any Proprietary or Confidential Information; or (e) information that is explicitly approved for release by Flash. For avoidance of doubt “Confidential Information” or “Proprietary Information” does not include this document, agreements between Flash and Customer, or any addenda thereto. 3.3 Customer agrees to hold in confidence all Proprietary Information that it receives from Flash. Customer will not disclose any of Flash’s Proprietary Information to any party or person whatsoever unless it is a Customer employee or agent that is on a need to know basis for such Proprietary Information consistent with the purpose for which it was disclosed. Customer will only use Flash’s Proprietary Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Information for the purpose for which it was originally disclosed. Customer is not permitted to directly or indirectly, under any circumstances, use any of Flash’s Proprietary Information for any purpose that is in any way detrimental to Flash. This includes, but is not limited to, contracting with Flash’s employees, consultants, contractors, vendors or partners to provide services to Customer similar to those provided to Customer by Flash. Customer shall take reasonable precautions to protect the confidentiality and value of Flash’s Proprietary Information, including measures to prevent loss, theft and misuse. Customer shall immediately give notice to Flash of any unauthorized use or disclosure of Flash’s Proprietary Information. Customer agrees to assist Flash in remedying any unauthorized use or disclosure of Proprietary Information caused by such Customer. Customer acknowledges expressly that each and every one of its employees and agents are bound to the terms and conditions of this Agreement and that Customer is solely responsible for any breach of this Agreement by any of its representatives including, without limitation, any improper use or disclosure by its representatives of Flash’s Proprietary Information. 3.4 Upon written request and as directed by Flash, the Customer will promptly return or destroy all Proprietary Information received from Flash, including all copies of the information thereof. Upon the request of Flash, the Customer shall furnish to Flash an affidavit providing assurances as to the return or destruction of Flash’s Proprietary Information. 3.5 A disclosure of Confidential or Proprietary Information in response to a valid request by a court of law or other governmental body or otherwise required by law, including but not limited to the California Public Records Act, is not considered to be a breach of this Agreement or a waiver of confidentiality for other purposes. Before any such disclosure, Customer shall, to the extent reasonably feasible and permitted by law, provide prompt written notice to Flash and, in good faith, consider any reasonable steps proposed to protect the confidentiality of the information. 3.6 All materials transmitted from Flash to Customer which includes any Proprietary Information are to remain the sole and exclusive property of Flash. This Agreement and transmission or disclosure of any Proprietary Information from Flash to Customer does not grant the Customer a license or ownership of any kind. Flash retains all right, title and interest in all now known or hereafter known or developed tangible and intangible intellectual property relating to the Services, Proprietary Information and improvements thereof, including without limitation, all: (a) rights associated with works of authorship throughout the universe, including, but not limited to, copyrights, moral rights and mask works; (b) trademarks, services marks, trade names and any other indicia of origin; (c) technical and non- technical information (regardless of whether such information is in tangible or intangible form) including source code, object code, computer code, data, ideas, concepts, formulae, methods, techniques, processes, financial business plans and business methods (including any derivatives of any of the foregoing) that derive economic value, actual or potential, from not being generally known to other persons who could obtain economic value from the disclosure or use thereof, and which are the subject of efforts that are reasonable under the circumstances to maintain their secrecy (“Trade Secrets”); (d) patents, pending patent applications, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues now or hereafter in force including any rights in any of the foregoing, (collectively, “Intellectual Property”). Customer covenants: (1) not to prejudice or impair the interest of Flash in any of its Intellectual Property, (2) to assign any rights to Intellectual Property that it may have to Flash at no additional cost and (3) to reasonably cooperate in prosecution of Intellectual Property as necessary at no additional cost. At no time shall Customer challenge or assist others to challenge any of Flash’s Intellectual Property or the registration thereof. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 3.7 All obligations and restrictions of confidentiality and ownership of Propriety Information under this Agreement shall survive the termination of this Agreement. 3.8 Customer authorizes and grants to Flash a right and license to use Customer’s name and logo on Flash marketing and promotional material with Customer’s prior written approval. Customer grants Flash the right to make certain press releases available to the general public regarding the Flash Offerings provided by Flash to Customer. Customer acknowledges that Flash may collect, retain, and process data derived from the performance and use of the Flash Offerings in accordance with all applicable United States laws as well as Flash’s privacy policy and terms of use. 3.9 Flash hereby authorizes Customer to use of any Flash trademarks and logos (the “Marks”) in its marketing and promotional materials solely for cross-promotional purposes to identify that Customer uses Flash Offerings (“Purpose”), which Marks must be used according to any Flash’s guidelines (“Guidelines”). The Guidelines may be updated by Flash periodically. Customer shall not use the Marks for any other Purpose without Flash’s prior written authorization, which can be denied for any reason. Customer agrees that it shall not harm, misuse, or bring into disrepute the Marks. All uses of the Marks pursuant to this Agreement shall inure to the benefit of Flash. Customer may not use or register, or otherwise claim rights in the Marks, including as or as part of any trademark, service mark, Flash name, trade name, username, domain registration or copyright. Flash may revoke permission to use the Marks at any time. 3.10 To the extent necessary to fulfill its obligations under this Agreement, Customer grants Flash a worldwide, non-exclusive, and royalty-free license to use Customer Data. FlashParking acknowledges and agrees that Customer retains all right, title, and interest in and to all Customer Data, and FlashParking will not use Customer Data for different purposes to the ones established in this Agreement. As used herein, “Customer Data” means all media, content, data, and information provided directly by the Customer which is processed, accessed, stored, or transported in or through the Flash Offerings. 3.11 If Customer provides Flash with any suggestions, ideas, feedback, reports, error identifications or other information related to the Flash Offerings or Customer’s use and evaluation thereof (“Feedback”) and Customer provides such Feedback volitionally and of its own choosing (i.e., you are not required to provide Feedback), Flash has the right to use, modify, sell, transfer, assign, distribute, and create derivative works from, such Feedback, for any and all purposes without compensation or attribution to Customer, in perpetuity and without any restrictions. 3.12 If applicable, Customer hereby agrees that Flash shall receive the full benefit of credits, benefits, emissions reductions, offsets, and allowances provided pursuant to present or future laws, standards or programs whether by private, public or governmental entities, in each case, provided hereunder related to electric vehicle supply equipment (collectively, the “Environmental Attributes”) owned by Flash. Customer further agrees that Flash and/or its agents may disclose a copy of this Agreement if reasonably necessary to receive the full benefit of the Environmental Attributes. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 4 Payment Terms 4.1 Customer shall pay the amounts listed on any Order Form or invoice within thirty (30) days of the date of an invoice. Where there is a HaaS Addendum, the payment terms contained therein shall govern. Following the Initial Term, Flash may annually increase any recurring software license or monthly fees by up to 7% over the previous year’s fees. Flash shall notify Customer of any annual price increase at least three (3) months prior to the expiration of the then-current term. 4.2 Flash shall invoice Customer for any recurring software license fees that relate to the operation of Equipment upon successful Commissioning Services or in no event later than 120 days after the execution of the Order Form and for those software license fees that relate to other Flash Offerings upon execution of the Order Form. Customer may elect to pay any recurring software license fees annually. 4.3 Customer acknowledges and agrees that certain Flash Offerings purchased by the City contain or require the payment of recurring Monthly Fees, which fees will be set forth in the applicable Order Form or addendum provided to Customer by the Company. Customer is responsible for the timely payment of any Monthly Fees regardless of actual usage in any particular month. Customer shall be invoiced monthly for any such Monthly Fees. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Final June invoices shall be received no later than the 5th business day of July to meet City fiscal year-end deadlines. 4.4 Customer shall be responsible for all taxes applicable to Customer and arising as a result of this Agreement, including any sales and use taxes, other than taxes based on Flash’s income. Additionally, Customer shall be responsible for any additional taxes incurred by Customer’s tax elections made following the invoice date. The prices provided to Customer from Flash may not include all applicable taxes due. To the extent Customer disputes amounts due and owing on any invoice provided to Customer, Customer shall dispute such amounts within 30 days of the invoice date. Customer shall provide reasonable detail and support for any dispute. If Customer fails to meet these requirements, Customer shall have waived all rights to contest such fees and charges. 4.5 Customer acknowledges and agrees that Flash shall have a right to the processing fees charged for each transaction processed by Flash, including for transactions that are denied, returned or charged back as a result of a third-party denying such payment or refusing to honor such payment to Customer. Additionally, Customer acknowledges and agrees that certain Flash Offerings may contain gateway, surcharges or convenience fees for any payments collected on behalf of Customer. All such gateway, surcharge or convenience fees shall be captured in Flash’s invoice to Customer for the applicable Flash Offering. Customer agrees that Flash has the right to collect all such fees and costs relating to each use of each Flash Offering whether Customer ultimately receives payment. Flash shall have the right to offset bad charges or refunded charges against future amounts due and owing to Customer from Flash as part of using any Flash Offering. 4.6 All required travel and expenses incurred by Flash or Flash affiliates in delivering the Flash Offerings, and for which the City has received prior notice and agrees is necessary, will be invoiced by Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 Flash to Customer for payment upon successful Commissioning Services and payment is due 30 days from the date of the invoice. Current rates for Travel and Expenses can be found on our website. 5 Service Level Commitments 5.1 Customer acknowledges and agrees that the Flash Offerings may be unavailable from time to time for a number of reasons, including (i) scheduled periodic maintenance procedures or repairs which Flash may undertake from time to time (“Scheduled Maintenance”), or (ii) Force Majeure Events. 5.2 Subject to the terms and conditions of this Agreement, Flash shall use commercially reasonable efforts to provide the Software on an uninterrupted basis, 24 hours a day, seven days a week, with 99.5% availability, excluding downtime due to Scheduled Maintenance and Force Majeure Events. Flash shall notify Customer of any Scheduled Maintenance a minimum of 7 days prior to the scheduled downtime. Unavailability of the Services shall be measured over a calendar month and based upon the total downtime of the Software hereunder, excluding unavailability of the Services due to Scheduled Maintenance and Force Majeure Events (collectively, “Downtime”). Downtime shall exist and be measured beginning when it is recorded in Flash’s ticket system or Flash is notified by Customer, whichever is earlier, until the time Flash and Customer confirm that the affected Software are operational. If Flash fails to meet the service level commitment set forth in this Section and Customer provides Flash with a written request within five (5) business days of the last day of the calendar month in which such Downtime occurred, Flash shall provide a fee credit to Customer’s account equal to 5% of Customer’s monthly fees applicable to the affected Software for each cumulative full hour of Downtime during the applicable month, up to the maximum of the total monthly software fees charged by Flash to Customer for the affected Software during the applicable month. This Section sets forth Customer’s sole and exclusive remedy for failures and/or interruption of the Flash Offerings of any kind whatsoever. 5.3 “Force Majeure Events” means causes beyond a Party’s reasonable control or which are not reasonably foreseeable by such Party, including, but not limited to: (i) flood, fire, earthquake, epidemics, pandemics, natural disasters, adverse weather events and other catastrophes or disasters, (ii) acts of God, (iii) interruption or failure of telecommunication or digital transmission links, vandalism of Equipment, hostile network attacks, network congestion, third party acts, accidents which impair any Equipment, (iv) acts or threats of terrorism, war (declared or undeclared), invasion, hostilities, riot and other civil unrest, (v) government order, law, or actions, including travel restrictions, border-crossing restrictions, shipping restrictions and other impediments to the flow of commerce, (vi) embargoes or blockades in effect on or after the date of this Agreement, (vii) non-performance by vendors or other third party systems failure, (viii) national or regional emergency, (ix) strikes, labor stoppages or slowdowns, or other industrial disturbances, (x) shortage of adequate power or transportation facilities and supply chain issues; and (xi) other events beyond the reasonable control of the impacted Party. 6 Term and Termination 6.1 The term of this Agreement shall commence on the date Customer first signs an applicable Order Form or otherwise agrees to be bound by these terms (the “Commencement Date”) and shall continue for the period set forth in such Order Form (the “Initial Term) unless earlier terminated in accordance with Section 6.2. The Initial Term shall extend and this Agreement, together with any applicable Order Forms, shall renew automatically for successive one year periods (“Subsequent Terms”) for a maximum of 10 Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 years, unless either party gives the other written notice no less than three (3) months prior to the expiry of the Initial Term or applicable Subsequent Term (the “Notice or Termination”) of its intention not to extend this Agreement for any Subsequent Term. 6.2 Either Party may terminate this Agreement with respect to the Offerings and/or their obligations hereunder and rights thereto, prior to expiration of the Initial Term or any Subsequent Term, upon written notice to the other Party of a material breach of this Agreement, any applicable Order Forms, addendums or any Company Policy. Such termination shall become effective immediately, unless such material breach is capable of being cured as determined by the non-breaching Party in the non-Breaching Party’s sole discretion, in which case termination shall be effective if such breach is not cured within ten (10) days after receipt of such written notice. Upon termination where there is Equipment owned by Flash, Customer shall be required to keep such Equipment in good working order and condition until the Equipment is repossessed by the Company. 6.3 Customer may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least three (3) months prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If Customer suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. 6.3.1 In the event this Agreement is terminated pursuant to this Section, Customer shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to Customer. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 4. 7 Delivery Unless otherwise specified in an Order Form, Flash shall arrange, with Customer’s full cooperation at Customer’s cost, for the delivery of Equipment to a Customer facility where it is to be installed. The method of shipment and carrier shall be selected by Flash. Upon delivery at the Customer-designated facility, the title to and the risk of loss for the Equipment shall pass to Customer and, thereafter, the risk of loss for the Equipment shall be borne solely by Customer. 8 Flash Policies Customer agrees to abide by and accept all policies and terms of use posted on Flash’s website or as posted in any of Flash’s applications, including, without limitation, Flash’s (i) Privacy Policy, (ii) any general terms of use, and (iii) all policies regarding use of Flash Offerings (collectively, “Policies”, each a “Policy”). The Policies may change from time to time in Flash’s sole discretion and Flash will post such changes on its website and provide such updated Policies to Customer. In the case of a direct conflict between any provision of a Policy and the provisions of this Agreement, the provisions of this Agreement shall prevail. It is Customer’s sole obligation to read all Policies and updates, amendments, and supplements thereto. Customer agrees that failure to comply with any Policy shall be a material breach of this Agreement, except when there is a direct conflict between the Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 relevant provision of the Policy and the provisions of this Agreement, and Customer has complied with the relevant provision of this Agreement. 9 Customer Representations and Warranties and Covenants 9.1 Customer represents and warrants to Flash as follows: 9.1.1 Customer is duly organized and validly existing under the laws of its state of incorporation or formation, has the necessary authority, licenses and other permissions to conduct the business in which it is currently engaged and is in compliance with all applicable laws. 9.1.2 Customer has the legal capacity to agree to the terms of the Agreement, perform its obligations hereunder, has obtained and shall maintain all necessary authorizations or registrations from appropriate authorities to carry out the activities contemplated in the Agreement, and entering into the Agreement will not violate any applicable law or regulation. 9.1.3 The use of any Flash Offerings by Customer shall not (i) violate any law, rule or regulation applicable to Customer or (ii) be in breach of, or constitute a default under, the provisions of any agreement, instrument or undertaking by which Customer is bound. 9.2 Customer agrees as follows: 9.2.1 Customer will not, and will ensure its affiliates do not, disparage Flash or any of its directors, officers, agents or executives or otherwise take any action which could reasonably be expected to adversely affect the reputation of Flash or its products or the personal or professional reputation of any of its directors, officers, agents or employees. 9.2.2 Customer will provide Flash with all necessary cooperation in relation to the Agreement and all necessary access to such information as may be required by Flash to provide Flash Offerings as may be reasonably necessary. 9.2.3 Customer will carry out all of Customer’s responsibilities set out in the Agreement in a timely and efficient manner, and in the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Flash may adjust any agreed level of Flash Offerings as may be reasonably necessary. 9.2.4 Intentionally Omitted. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 10 Indemnity Customer agrees to defend, indemnify, and hold harmless Flash and its affiliates, its directors, officers and employees, contractors, agents, successors, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 expenses (including attorney and accounting fees) that Flash may sustain or incur as a result of any claim against Flash brought by Customer, its affiliates, officers, directors or employees, contractors, agents, successors or assigns, by Customer's auxiliary personnel (such as freight handlers, etc.) or by other third parties (including members of the public), arising out of, or in any way related to, directly or indirectly, (i) the use or misuse of Flash Offerings, (ii) Customer's failure to perform its obligations contained herein, or (iii) Customer’s negligence or intentional misconduct. 11 Limited Warranty; Disclaimers; Limitation of Liability; Remedies 11.1 Flash warrants to Customer, as the original purchaser (which warranty is not transferable), that Equipment shall be free from material defects in material and workmanship under normal use, in accordance with Flash’s Policies and this Agreement, for a period of twenty-four (24) months from the date of original installation. The warranty period may be extended to up to seven (7) years. This warranty shall not apply if Customer uses the Equipment in violation of this Agreement or any Policy or if the Equipment has been subject to accident, negligence, abuse, misuse, or criminal acts. 11.2 EXCEPT FOR THE SPECIFIC REPRESENTATIONS OF FLASH CONTAINED HEREIN, THE FLASH OFFERINGS ARE PROVIDED TO CUSTOMER “AS IS” AND NEITHER FLASH, NOR ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY OTHER KIND EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FLASH OFFERINGS, OR THE ACCURACY OR COMPLETENESS THEREOF, OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF OR ANY OTHER MATTER. 11.3 FLASH DOES NOT GUARANTEE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY, THAT ANY FLASH OFFERING WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT FLASH WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT FLASH DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE FLASH OFFERINGS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. FLASH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 11.4 IN NO EVENT SHALL FLASH OR ITS AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR REVENUES OR OTHER ECONOMIC LOSS OF CUSTOMER OR ANY THIRD PARTY), WHETHER IN TORT, CONTRACT OR OTHERWISE, AND WHETHER OR NOT FLASH OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN AN AMOUNT WHICH EXCEEDS FLASH’S MAXIMUM APPLICABLE INSURANCE COVERAGE LIMITS. 11.5 EXCEPT FOR ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO FLASH’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL FLASH’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED TWO TIMES (2X) THE TOTAL AMOUNT PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM UNDER WHICH THE CLAIM ORIGINALLY AROSE. DAMAGES THAT CANNOT BE LIMITED UNDER APPLICABLE LAWS ARE NOT SUBJECT TO THE ABOVE CAP. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 11.6 Customer acknowledges and agrees that a breach of this Agreement may cause other irreparable harm on Flash without an adequate remedy at law and hereby agrees that the Flash shall be entitled to equitable relief, including without limitation, temporary or permanent injunctions and other relief to limit the effect of any breach. 11.7 No action on this Agreement, except for payment owed by Customer to Flash, may be brought more than one (1) year after the incident occurs. 12 Assignment This Agreement shall not be assigned or transferred by Customer without prior written consent of Flash, and any attempt by Customer to so assign or transfer this Agreement without such written consent shall be null and void. Flash may (with prior written notice to but without the prior consent of the other Party) (i) assign this Agreement (a) by operation of law, (b) pursuant to a merger or acquisition of all or substantially all of its stock or assets, or (c) to its Affiliates, or (ii) transfer, sell, pledge, encumber or assign or delegate this Agreement or the rights, revenues or proceeds thereof, in connection with any financing or other financial arrangements (including the exercise of remedies thereunder). The Parties acknowledge and agree that, in the case of Flash, “Affiliate” includes a special purpose entity owned or controlled by Flash. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 13 Governing Law; Submission to Jurisdiction All claims, actions, or proceedings of any nature or type, arising from or related to (i) this Agreement or any matter related to this Agreement, (ii) the use of any Flash Offerings hereunder, or (iii) any relationships (whether by written contractor otherwise) relating to the Flash Offerings (whether such relationships are directly with Flash or through a third-party) shall be governed by, and construed in accordance with, the laws of the State of California without regard to its conflict or choice of laws principles and any such claims, actions, or proceedings shall be brought solely and exclusively in the Superior Court for the County of San Luis Obispo or, if applicable, Federal court located in California and each Party consents to the personal jurisdiction and venue therein. The terms and conditions contained in this section shall inure to the benefit of, and be binding upon, the parents, subsidiaries, related entities, successors, assigns, heirs, survivors, and personal representatives of the Parties. 14 Notices All notices for Flash given under this Agreement must be in writing and sent to: FlashParking 2500 Bee Caves Road Building III, Suite 400 Austin, TX 78746 Attn: General Counsel Via email to: legal@flashos.com Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE DC\126166\00001\35656792.v2-7/11/24 If to Customer, at the address in file or noted on any applicable Order Form or other addendum. And to any such other address as a Party may designate in writing to the other Party, by certified mail (return receipt requested), overnight courier, personal delivery, or email to the other parties hereto. 15 Survival Any provision of this Agreement which, by its nature, would survive termination of this Agreement shall survive any such termination of this Agreement, including, without limitation, Article: 3 - Confidential Information, Proprietary Information, and Intellectual Property Rights, 4 – Payment Terms, 10 - Indemnity, 11 - Limited Warranty; Disclaimers; Limitation of Liability; Remedies, 13 – Governing Law; Submission to Jurisdiction and 15 - Survival. 16 Force Majeure Flash shall not be responsible for any delay or failure in performance of its obligations under this Agreement resulting from a Force Majeure Event or any event beyond the reasonable commercial control of Flash. 17 Miscellaneous This Agreement supersedes all prior agreements and understandings, and (together with any Order Form relating hereto) constitutes the complete agreement and understanding between the Parties with respect to the subject matter hereof. No amendment or other modification to this Agreement or any Order Form shall be valid or binding with respect to Flash unless acknowledged and agreed to in writing and signed by duly authorized officers of Flash and Customer. The Parties are independent contractors, and nothing in this Agreement will be construed to constitute or appoint any party as the agent, partner, joint venturer or representative of the other Party for any purpose whatsoever, or to grant to any party any right or authority to assume or create any obligation, express or implied, for or on behalf of any other, or to bind any other in any way or manner whatsoever. Any forbearance or delay on the part of a Party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence. No other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement. This Agreement may be executed in counterparts, which counterparts, taken together, shall constitute one agreement and each Party hereto may execute this Agreement by signing such counterpart. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 27 Digital Products Addendum This Addendum (the “Addendum”) is entered into and effective as of date set forth in an applicable order form (the “Order Form”) and supplements that certain FLASH OSTM License, Service and Product Usage Terms and Conditions (the “Agreement” or “Terms and Conditions”, which shall include any and all schedules, addendums, or attachments incorporated herein, as well as all amendments or supplements of such documents and the Agreement) entered into by and between FlashParking, Inc., a Delaware corporation (together with its subsidiaries and affiliates, “Flash”) and the customer listed on the Order Form (“Customer”). Flash and Customer at times are each referred to herein as a “Party” and, collectively, as the “Parties.” Terms used but not defined herein shall have the meaning given to them in the Agreement. 1 Digital Services 1.1 Customer desires to offer its parking inventory for the parking location(s) (each, a “Location”) listed on the applicable Order Form (the “Parking Inventory”) on Flash’s Arrive platform, including but not limited to ParkWhiz and BestParking applications and websites (the “Arrive Sites”) and in partnership with third-party demand networks (the “Customer Sites”, and together with the Arrive Sites, the “Sites”). Flash will list the inventory, with the number of parking spaces and corresponding reservation periods and parking rates specified by Customer in Customer’s sole discretion. Customer may alter this information at any time. 1.2 Flash may provide the services set forth below (collectively, the “Digital Services”) which shall be further described in an Order Form according to the Customer’s purchase. For the avoidance of doubt, the Digital Services are “Services” as defined in the Agreement. The Digital Services may include: 1.2.1 Non-reservation services, wherein motorists pay for their parking transactions using their mobile phone via the Sites without reserving parking in advance (“Drive-Up Services”); and 1.2.2 Reservation services, wherein motorists make a parking reservation and pay for parking in advance (“Reservation Services”). 1.3 Customer hereby explicitly grants Flash the authority to Co-Manage Customer’s Digital Parking Listings. As used herein, “Digital Parking Listings” means each Location’s business listings on third-party applications, websites or platforms, including but not limited to Google, Google Maps, Waze, Yelp, Bing, Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 28 Apple Maps, Yahoo, Facebook and any similar applications, websites or platforms, whether in existence now at any point during the term of the Agreement, and “Co-Manage” means (a) to claim or re-claim a Digital Parking Listing if the applicable Digital Parking Listing is not in Customer’s control, or (b) to be added as a manager for a Digital Parking Listing by Customer if the Digital Parking Listing is in the Customer’s control. For the avoidance of doubt, Customer will retain control over decisions regarding branding of its Digital Parking Listings. Customer will allow Flash to include “Powered by Flash” in such branding, which shall be secondary in size and prominence to Customer’s branding. Where permitted by such third-party applications, Flash will promote Customer’s Digital Parking Listings to drive bookings and improve the position of the Digital Parking Listing and its rating by passing all current and future positive Arrive Site reviews to such Digital Parking Listing, adding photos and providing other similar promotional services in Flash’s discretion. 1.4 Flash will process and collect payment for the Digital Services and will provide transaction-related phone and email support for motorists. Flash will bear processing expenses, including credit card merchant fees, for Digital Services transactions. Flash reserves the right to impose processing charges on motorists in connection the Digital Services in its sole discretion, which processing charges shall be disclosed to Customer and separated from the fee charged by Flash (the “Flash Digital Services Fee”). Flash will produce an individual confirmation code for each transaction to ensure that each transaction is unique, legitimate, and verifiable by Customer for fulfillment. 1.5 Flash will provide Customer access to transaction history and balance information via its password-protected console for customers (the “Customer Console”). Customer’s access to and use of the Customer Console shall be governed by this Addendum. Flash hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Customer Console and the information Flash provides or makes available to Customer in connection therewith, solely for internal business purposes and solely during the term of the Agreement. Customer will not, and will not permit any third party to, make any use or disclosure of the Customer Console that is not expressly permitted under this Agreement. Without limiting the foregoing, Customer will not and will not permit any third party to (a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, or interface protocols of the Seller Console or of any files contained in or generated by the Seller Console; (b) copy, modify, adapt, or translate the Seller Console; (c) resell, distribute or sublicense the Seller Console, make the Seller Console available on a "service bureau" basis, or otherwise allow any third party to use or access the Seller Console; (d) remove or modify any proprietary marking or restrictive legends placed on the Seller Console or (e) se the Seller Console in violation of any applicable law or regulation. Customer shall retain title to and ownership of the Seller Console, including all copyrights and other intellectual property rights relating thereto. Customer will have no rights with respect to the Seller Console other than Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 29 those expressly granted under this Agreement. 1.6 Flash shall transmit to Customer the non-financial customer information necessary for Customer to perform its obligations hereunder. Customer may use and disclose such information solely as required to comply with its obligations hereunder and in a manner consistent with all applicable laws, rules, regulations, and self-regulatory guidelines. Customer agrees to comply with all laws and regulations regarding personally identifiable information relevant to its jurisdiction. Customer shall take reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse during the duration of the Agreement and thereafter if needed. 2 Customer Obligations 2.1 Customer will provide parking for any motorist who completes a Digital Services transaction through the Sites until inventory is sold out. Customer agrees that the rate listed on Sites will at a minimum be equal to the best rate offered to traditional transient or daily motorists. All information provided Customer with respect to the Location and the Parking Inventory by must be accurate. If Customer cannot fulfill a Digital Services transaction or the information provided with respect to the Location and the Parking Inventory is inaccurate, Customer agrees that it shall liable to Flash for all costs and expenses it incurs in remedying the non-fulfillment or inaccuracy for affected motorists and further acknowledges and agrees Flash may deduct such costs and expenses from the Customer Proceeds (as defined below) in its sole discretion. If Customer repeatedly fails to fulfill Digital Services transactions or repeatedly provides inaccurate Location and the Parking Inventory information, Flash may, in its sole discretion, suspend or terminate Customer’s account. Flash reserves the right to request proof of Customer’s ownership of Location or authority to sell parking at a Location. 2.2 At Flash’s reasonable request, Seller will place an Arrive button, widget, and/or link on and included in its website, email marketing and campaigns and/or social media accounts. 2.3 Customer agrees that it will not list the Parking Inventory for sale via any other website or mobile app, including online discount/coupon providers. 2.4 Customer agrees to: (a) provide Flash with access to inventory information for each applicable Location, including but not limited to name, address, image(s), Base Price (as defined below) and other text graphics, and other content reasonably required by Flash to perform its obligations under this Addendum and limited, royalty-free, non-exclusive, non-transferrable license to display the same on the Sites; (b) provide Flash with access to Customer’s application program interface (“API”) and all inventory data feeds, if available; (c) permit Flash to access, reproduce, and use any content related to the Parking Inventory contained on Customer’s websites, social media sites Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 30 or other online sources on a periodic and reasonable frequent basis. All of the data and information to be provided under this section shall be in a format mutually agreed to by the parties. Customer shall provide Flash with such information, cooperation. and technical support as Flash reasonably requests in connect with Company’s obligations under this section. 2.5 Customer hereby grant to Flash a limited, royalty-free, non-exclusive, non-transferrable license during the term to use the name, logo, images and trademarks of the Customer (the “Customer Trademarks”) during the term of the Agreement in order to market the Parking Inventory. Following the end of the term of the Agreement, whether by termination or expiration, Flash’s right to use any Customer Trademark will terminate and any and all uses of these Trademarks by Flash must cease immediately. Flash will not manufacture or sell, or license the manufacture and/or sale of, any promotional or other merchandise that bears Customer’s Trademarks without their prior written consent. Flash and Customer, as applicable, all warrant and represent that it has the right to authorize the exploitation of their Trademarks, and to grant the other rights contained herein and that the other Party’s use of such Trademarks as provided hereunder will not violate or infringe upon the rights of any third party or violate any federal, state or local law or regulation 2.6 By mutual agreement on designs, Customer shall allow branded or co- branded signage which Customer shall display in its Facilities to allow easy identification by customers. Flash will pay for the signage installations. Subsequent signage installations or replacements to sign due to damage, vandalism or mishandling will be paid by Customer or replaced at Customer cost. 2.7 Customer must notify Flash in writing no less than 5 business days prior to a change in the entity responsible for operating a Location. 3 Prices and Proceeds 3.1 For purposes of this Addendum, the following definitions apply. 3.1.1 “Base Price” means the price set by Customer in the Customer Console. 3.1.2 “Drive-Up Fee” means the percentage of the Base Price plus the applicable transaction fee for Drive-up Services as set forth in the Order Form. 3.1.3 “Reservation Fee” means the percentage of the Base Price plus the applicable transaction fee for Reservation Services as set forth in the Order Form. 3.1.4 “Gross Sale Price” means the amount displayed to, and paid by, the applicable motorist. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 31 Attachment 3 – SPECIFIC TERMS AND CONDITIONS 1. Liquidated Damages While it is not the intention of the City to seek a punitive relationship, we are seeking an integrated solution that performs to the standards described throughout the Contractor’s proposal and in line with the City’s requirements. Both parties will agree that the annual liquidated damages shall be limited to the amount paid or due to Contractor by the City during a one-year period except in the initial 12-month period of this Agreement, where liquidated damages shall be limited to 30% of the amount paid or due to Contractor by the City during the initial 12-month period of this Agreement. The Contractor agrees to pay (or provide invoice credit) these amounts to the City as set forth: a. Systemic Hardware Issue: Any hardware failure that affects 25% or more of the City’s PARCS fleet at one time which causes in the inability to collect any one type of monies shall result in damages of $25 per 24-hour period per pay station. Upon City notice to the Contractor, Contractor will have 10 calendar days to correct the hardware failure, up to and including specific component replacement, prior to the City being entitled to this liquidated damage. City will provide reasonable access and support to the Contractor in correcting the failure. b. Systemic Software Issue: Any software failure that affects 25% or more of the City’s PARCS fleet at one time which causes in the inability to collect any one type of monies or charge motorists the correct amount shall result in damages of $25 per 24-hour period per pay station. Upon City notice to the Contractor, Contractor will have one business day (24 hours) to correct the failure prior to City being entitled to this liquidated damage. City will provide reasonable access and support to the Contractor in correcting the failure. c. PCI Data Security Failure: Failure of Contractor to maintain Payment Card Industry (PCI) Data Security Standard Certification, shall result in damages of $10,000 on the twenty-eight (28th) calendar day following non-compliance (first assessment). The twenty-eighth (28th) calendar day following the first assessment, and every twenty-eight (28) calendar day thereafter shall constitute a subsequent assessment. On each additional twenty-eighth (28th) calendar day following the first assessment and any subsequent assessments, the City shall be entitled to liquidated damages of $25,000 until the failure is cured. Damages during subsequent assessments shall be prorated by day. d. Cash Reconciliation Accuracy: Any failure of the Contractor’s solution that results in a 3% or greater variation between the actual collected funds versus the pay station/PSMS reported funds shall result in damages of $25 per 24-hour period per pay station. Upon City notice to the Contractor, Contractor will have seven business days to correct the failure, if determined that Contractor is at fault, prior to City being entitled to this liquidated damage. City will provide reasonable access and support to the Contractor in identifying and correcting the failure. e. RMA Fulfillment: Any failure to process and ship an RMA or provide notification to the City with reasonable explanation for delay, within 14 days of the receipt of the shipment from the City shall results in damages of $100 per day until the return RMA shipment is received by the City. The first occurrence of this failure will result in a written warning by the City Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 32 with no damages applied. Any subsequent failures will incur this liquated damage without notice being required by the City. 2. System and Security Requirements a. Contractor shall provide secure hosting and support for all functions, ensuring availability through the Internet for all devices, including desktop and mobile computers, phones, tablets, and other wireless devices. The City shall not be required to install or maintain software on servers owned or managed by the City. b. Computers that access the System shall not require special software packages or client software to access the System. Any computer shall be able to access the System through a standard web browser without plug-ins or other components. c. Contractor shall be responsible for taking every precaution to ensure that all systems, files, data, equipment, communications, and facilities are reliable. d. Contractor shall be responsible for virus detection, prevention, control, and eradication for all System servers and connected devices. e. Contractor shall have security features that are designed to maintain the security of all information contained in the System database and maintain the confidentiality of information. Contractor s security for the System and all connections thereto shall conform to current industry best practices. f. Contractor is expressly forbidden from selling any personal information collected from the City, including, but not limited to, transaction history, address, email address, phone number, and credit card information. Notwithstanding the preceding restrictions, Contractor shall be permitted to use such information to enable the services provided to City as part of this agreement. At the City’s sole discretion, the City may direct the Contractor to share data in a secure manner with City appointed parties. g. All material information security incidents shall be reported to the City within twenty-four (24) hours of Contractor’s discovery of such incident. Security incidents include theft, loss, damage or compromise to information systems and data, known vulnerabilities and exploits, website defacement or compromise, successful malware attacks, denial of services, and other security events as defined by the City s Information Security Officer. h. Contractor shall establish and maintain data storage, retention, and archive procedures to maintain System performance. i. The System shall provide full system backup and recovery capabilities. Contractor shall be responsible for the maintenance of the database which will include back-up and recovery procedures. Contractor shall make sufficient backups to ensure that no data is lost in any circumstances. j. System uptime is critical. The Contractor will maintain a 99.5% or greater uptime annually for the system as whole, including any subsystems critical to solution operation. k. Uptime will be excluding scheduled maintenance. Contractor will notify City of any scheduled downtime at least 7 days in advance. Scheduled maintenance shall be coordinated to have the least impact on City operations. 3. PCI Compliance a. The Contractor solution shall be compliant with Payment Card Industry Data Security Standard Level 1 latest version at the time of contract execution. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 33 b. As the PCI Data Security Standard evolves, Contractor shall be responsible for maintaining compliance with that standard at Contractor's sole expense. Contractor shall provide an Attestation of Compliance (AoC) as a declaration of compliance status with PCI DSS at the request of the City. 4. Data Requirements a. Intentionally Omitted. b. Contractor shall store or archive (with the City’s approval) all transaction data generated during the term of the Agreement and retain it for at least five years after its termination. c. Contractor shall deliver copies of all System data upon request of City, or its designee, and upon the termination of the Agreement in a format mutually agreed upon by both parties. d. Contractor shall be responsible for providing transaction data in a format that is readable by City using commonly available commercial off-the-shelf software. 5. Integration Requirements It is assumed and required by the City that the Contractor’s solution, which may include one or more systems and/or third-party systems, will be integrated by the time of contract execution as would be necessary to meet the requirements for their specific service. a. Contractor shall utilize open-source API s that allows for current and future integration with third parties. b. The City recognizes that standard integrations have a certain amount of latency between systems. However, timely data exchanges are required for efficient and accurate parking operations. Latency between any two systems shall not exceed an average of 90 seconds for every 100 consecutive transactions. The latency measurement shall be defined as the moment a data request is made or data is sent to the moment the data is delivered and is viewable to any end user. c. Should latency be observed in excess of 90 seconds, Contractor will work with the City to measure the latency, identify the point of default, and correct the default. d. Custom integration, being nonstandard and not identified in this contract, shall only be considered in the future at the City’s request and subject to separate negotiation. Contractor shall have no obligation to provide such development unless the Parties mutually agree on the necessary development, cost, and schedule, which must be memorialized in a written amendment to the contract, executed by both Parties before any work commences. e. Batch data transfer may be considered for certain integrations, at the sole discretion of the City. f. Contractor shall provide all necessary parking-related data in a format that is readable by City using commonly available commercial off-the-shelf software. g. Contractor shall operate in good faith with the City and the City’s designated Contractors to implement, troubleshoot and complete necessary integration as defined by the City. h. In the event that two or more Contractors cannot agree on the methodology used for any integration, the City will select the methodology most advantageous for the City. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 34 ATTACHMENT 4– SAAS INSURANCE REQUIREMENTS The Contractor shall procure and maintain insurance for the duration of the contract against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, or subcontractors. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 3. Cyber Security and Privacy Liability (for vendors providing hardware, pre-packaged software or portal access technology or IT consultants, systems analysts, website designers, online services and content providers, cloud-based providers, computer programmers, and software consultants, system installation or software personnel.) 4. Cyber Technology Errors and Omissions Insurance (for software as a service for vendors or consultants, including colocation (shared hosting centers), cloud services, managed dedicated servers, programmers, and other IT professionals.) Minimum Insurance Requirements. Contractor shall maintain insurance amounts of no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit ($2,000,000) 2. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 3. Cyber Security and Privacy Liability: Consultant/Contractor shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords, etc. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first-party) or customer’s (third party) computer, computer system, network, or similarly related property and the data, software, and programs. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 35 d. Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract or agreement. e. Costs associated with restoring, updating, or replacing data. f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals. This coverage may be bundled into one policy or purchased as two separate policies. If coverage is maintained on a claims-made basis, Consultant/Contractor shall maintain such coverage for an additional period of three (3) years following termination of the contract. 4. Cyber technology errors and omissions insurance (as applicable). Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information(PHI). b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services. g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. h. Crisis management and other expert services. If coverage is maintained on a claims-made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE City of San Luis Obispo Software as a Service Agreement Page 36 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents, or volunteers. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Docusign Envelope ID: 45C09608-D920-48D8-9B75-FA4367D299BCDocusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Certificate Of Completion Envelope Id: 45C09608-D920-48D8-9B75-FA4367D299BC Status: Completed Subject: Complete with Docusign: Flash-SLO - Agreement for SaaS - FINAL.pdf Department: Supplier: Source Envelope: Document Pages: 36 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Daniel Clancy AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 990 Palm Street San Luis Obispo, CA 93422 dclancy@slocity.org IP Address: Record Tracking Status: Original 2/10/2025 3:39:54 PM Holder: Daniel Clancy dclancy@slocity.org Location: DocuSign Signer Events Signature Timestamp Gary Neff Gary.neff@flashparking.com Sr VP Flash Parking Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: Sent: 2/10/2025 3:42:19 PM Resent: 2/12/2025 11:23:59 AM Viewed: 2/12/2025 12:02:21 PM Signed: 2/12/2025 12:02:31 PM Electronic Record and Signature Disclosure: Accepted: 2/10/2025 4:34:50 PM ID: af9ac18e-f277-4a65-bb3c-5c37063e12fb Sadie Symens for Christine Dietrick ssymens@slocity.org Deputy City Attorney City of San Luis Obispo Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: Sent: 2/12/2025 12:02:33 PM Viewed: 2/12/2025 12:09:22 PM Signed: 2/12/2025 12:10:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Whitney McDonald WMcDonal@slocity.org City Manager City of San Luis Obispo Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: Sent: 2/12/2025 12:10:48 PM Viewed: 2/12/2025 4:40:35 PM Signed: 2/12/2025 4:41:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Carbon Copy Events Status Timestamp Donna King dking@slocity.org Security Level: Email, Account Authentication (None) Sent: 2/12/2025 4:41:05 PM Viewed: 2/12/2025 4:47:55 PM Electronic Record and Signature Disclosure: Accepted: 2/12/2025 2:54:20 PM ID: b37ce526-4b1e-48f6-8ec9-5c297efd1173 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/10/2025 3:42:19 PM Envelope Updated Security Checked 2/12/2025 11:23:58 AM Envelope Updated Security Checked 2/12/2025 11:23:58 AM Certified Delivered Security Checked 2/12/2025 4:40:35 PM Signing Complete Security Checked 2/12/2025 4:41:03 PM Completed Security Checked 2/12/2025 4:41:05 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO City of San Luis Obispo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 5/10/2017 10:25:58 AM Parties agreed to: Gary Neff, Donna King Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE How to contact Carahsoft OBO City of San Luis Obispo: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: keriksso@slocity.org To advise Carahsoft OBO City of San Luis Obispo of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at keriksso@slocity.org and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from Carahsoft OBO City of San Luis Obispo To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to keriksso@slocity.org and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Carahsoft OBO City of San Luis Obispo To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to keriksso@slocity.org and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Carahsoft OBO City of San Luis Obispo as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Carahsoft OBO City of San Luis Obispo during the course of my relationship with you. Docusign Envelope ID: B2EEBF21-3AD8-4823-8DF6-BFFB06569A20Docusign Envelope ID: 4FCF3DFD-1C0B-89A4-83C9-370B383F3ECE