CONTRACT 6959 Service AgreementDocuSign Envelope ID: OF70C08D-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
Rev 4/42
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SOFTWARE SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO AND
CATALIS PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC
This AGREEMENT is entered into this 28th day of May, 2024 by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and
Catalis Public Works & Citizen Engagement, LLC, a Delaware limited liability company
("CONSULTANT").
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the scope of
services attached as Exhibit 'A," and incorporated by reference
("SERVICES"). The SERVICES include installing and maintaining a
software program for various tasks associated with Request Management
Enterprise ("SOFTWARE").
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY will pay CONSULTANT the
compensation set forth in Exhibit "A," but in no event more $39,585.
D. CITY will not be liable for any costs or expenses exceeding the sum paid to
CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the
Parties and by written amendment to this Agreement.
2. TERM. The term of this Agreement will be from June 1, 2024 to May 31, 2026. Unless
otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 7.
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED..
A. CONSULTANT understands and agrees that CONSULTANT's use of any
"self-help" or "malicious" codes, as defined by this Section, is prohibited and
constitutes an "unfair business practice" as defined by California law.
Notwithstanding any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
and damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out,
lock -up, slow -down, data freezing, logic bombs, or other software routine,
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5D8
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code, devices, techniques intended to disable, slow, prevent operation of,
or otherwise interfere with or change any operation of any computer system,
software or other property automatically with the passage of time or under
the prior instruction, triggering event or control of someone other than
Client.
C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm,"
"Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious
software routine, code, command, device, technique, or instruction or other
contaminant intended to
Permit unauthorized access to, detection of, modification of, or
monitoring of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect, assault,
vandalize, defraud, disrupt, damage, disable, shut down or delete,
threaten, slow or otherwise inhibit the functioning of, or otherwise
harm any of the code, documentation or data or any computer
system, software or other property;
iii. Render any data irretrievable, modified, or disrupted so as to be
unreliable in any regard;
iv_ Perform any other unauthorized action, or prevent, limit, condition or
inhibit performance of authorized actions or any function including,
without limitation, to its security or end user data.
4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations
and the conditions of any required licenses and permits before entering into this
Agreement. Such compliance will be at CONSULTANT's sole cost and without any
increase in price or time on account of such compliance, regardless of whether
compliance would require additional labor, equipment, and/or materials not expressly
provided for in the Agreement or CONSULTANT's proposal.
5. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought for,
or on account of, any injuries or damages sustained by any
person or property resulting or arising from any negligent or
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wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement;
provided, however, that if there is also fault on the part of CITY
or any entity or individual indemnified hereunder or an entity or
individual acting on CITY's behalf, the foregoing
indemnification shall be on a comparative fault basis.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's negligence or willful misconduct. Should CITY be named
in any suit, or should any claim be brought against it by suit or
otherwise, whether the same be groundless or not, arising out
of this Agreement, or its performance, CONSULTANT will
defend CiTY (at CITY's request and with counsel satisfactory to
CITY) and will indemnify CITY for any judgment rendered
against it or any sums paid out in settlement or otherwise.
iii. Intellectual Property infringement. Notwithstanding any
provision to the contrary, CONSULTANT will, at its own
expense, indemnify and defend CITY against any claim that
CONSULTANT's services or work product furnished under this
Agreement infringes a patent or copyright in the United States
or Puerto Rico. In such event, CONSULTANT will pay all costs
damages and attorney's fees that a court finally awards as a
result of such claim. To qualify for such defense and payment,
CITY must (a) give CONSULTANT prompt written notice of any
such claim; and (b) allow CONSULTANT to control, and fully
cooperate with CONSULTANT in the defense and all related
settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such
an intellectual property claim, CITY will permit CONSULTANT,
at its option and expense, either to secure the right for CITY to
continue using CONSULTANT's services and work product or
to replace it with comparable services and work product.
B_ For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
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A
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
INSURANCE,
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, Consultant will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Type of Insurance
CommercialCommercial general liability:
Professional liability:
Workers' compensation:
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements
of the most current ISO-CGL Form. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury,
personal injury, and property damage for the policy coverage. Liability
policies will be endorsed to name City, its officials, and employees as
"additional insureds" under said insurance coverage and to state that such
insurance will be deemed "primary" such that any other insurance that may
be carried by City will be excess thereto. Such insurance will be on an
"occurrence," not a "claims made," basis and will not be cancelable or
subject to reduction except upon thirty (30) days prior written notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," Consultant will continue to
maintain the insurance in effect for a period of three (3) years after this
Agreement expires or is terminated ("extended insurance"). Such extended
insurance will have the same coverage and limits as the policy that was in
effect during the term of this Agreement, and will cover Consultant for all
claims made by City arising out of any errors or omissions of Consultant, or
its officers, employees or agents during the time this Agreement was in
effect.
D. Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or
copies of policies as may be reasonably required by City from time to time.
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Insurance must be placed with insurers with a current A.M. Best Company
Rating equivalent to at least a Rating of "A:VII."
E. Should Consultant, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at Consultant's
expense and deduct the cost of such insurance from payments due to
Consultant under this Agreement or terminate.
7. TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion,
terminate this Agreement with or without cause by giving sixty (60) days'
written notice to CONSULTANT. Termination will become effective
immediately upon the giving of notice as provided in this section of the
Agreement. The City Manager may exercise such right of termination on
behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY
will be liable to CONSULTANT only for all work done by CONSULTANT up
to and including the date of termination of this Agreement unless the
termination is for cause, in which event CONSULTANT need be
compensated only to the extent required by law.
8. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
If to CONSULTANT:
Attention: Michael LeBeau
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, CA 3005
203-590-9997
Mike.LeBeau@catalisgov.com
If to CITY:
Attention: Jose Calderon, ITSD Director
City of El Segundo
350 Main Street
El Segundo, California 90245
310-524-2392
jalderon@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
9. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize,
employ, or incorporate any form artificial intelligence, machine learning, or
other similar technologies (collectively, "Al") in the provision of professional
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services in this Agreement without CITY's express written consent.
B. Exclusions. The Al prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
not directly involved in the execution or delivery of professional services that
this Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services.
C. Notification. CONSULTANT must promptly notify CITY, in writing, of any
proposal to employ Al in connection its provision of services to the CITY
under this Agreement. CITY will have the sole discretion to grant or deny
such proposal.
10. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including
CONSULTANT's subcontractors, will maintain records and other evidence of all expenses
incurred in the performance of this Agreement for a period of three (3) years after
completion. CITY or any of its duly authorized representatives will, for the purpose of
audit and examination, have access to and be permitted to inspect such records and other
evidence of expenses and costs charged to CITY and/or incurred for work related to
SERVICES. For purposes of audit, the date of completion of the Agreement will be the
date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under this
Agreement.
11. OWNERSHIP. CONSULTANT retains ownership of all CONSULTANT (i) trade
secrets, (ii) copyrights, (iii) derivatives, (iv) documentation, (v) patents, (vi) the Software,
(vii) technical information, (viii) technology, and (ix) any and all proprietary rights relating
to any of the foregoing ("Intellectual Property") that CONSULTANT delivers to CITY
pursuant to the Services performed. The right of CITY to use the Software and associated
documentation is for CITY'S internal use only and limited to the field of use described in
the attached Exhibit A. No title or ownership in the Software or documentation is
transferred to CITY. CITY shall not copy or in any way duplicate the Software, except for
necessary backup and archival procedures approved by CONSULTANT in advance and
in writing. Only CITY'S employees and necessary contractors acting in the proper scope
of their services to CITY may access or use the Software or documentation. CITY shall
not adapt, modify, reverse engineer, decompile, or disassemble, in whole or in part, any
of the Software and/or any documentation.
12. LIMITATION ON LIABILITY. To the extent allowable by law, in no event shall
either party's aggregate liability under this Agreement exceed the Fees paid to
CONSULTANT under this Agreement.
13. LIMITATION ON DAMAGES. Neither party shall be responsible in any event for
damages resulting from loss of data, loss of profits, and/or loss of use of product, or for
any incidental, special, or consequential damages, even if advised of the possibility of
such damages. This limitation of a party's liability shall apply regardless of the form of
action, whether in contract or tort, including negligence.
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14. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
15. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent
contractors while performing the SERVICES and will have control of CONSULTANT's
work and the manner in which it is performed, except as is otherwise provided herein.
CONSULTANT will be free to contract for other services performed during the term of this
Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled to
participate in any pension plan, insurance, bonus or similar benefits CITY provides for its
employees.
16. ASSIGNMENT. An essential element of this Agreement is the skill and creativity
of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the
work to a third party for the production of the work without CITY's prior written consent.
Failure to conform to this provision may result in termination of the Agreement.
17, CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit "A": Order Form dated April 16, 2024 (No. 006Ph000006pQwKIAU)
18. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the
Parties' entire understanding. There are no other understandings, terms or other
agreements expressed or implied, oral or written. Except as otherwise provided, this
Agreement will bind and inure to the benefit of the Parties to this Agreement and any
subsequent successors and assigns.
19. MODIFICATION. No alteration, change or modification of the terms of the
Agreement will be valid unless made in writing and signed by both Parties hereto and
approved by appropriate action of CITY. The city manager may exercise this authority
on behalf of CITY.
20. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may
be executed by the Parties on any number of separate counterparts, and all such
counterparts so executed constitute one Agreement binding on all the Parties
notwithstanding that all the Parties are not signatories to the same counterpart. In
accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party
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is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature. CONSULTANT warrants that
its signatory (or signatories, as applicable) to this Agreement has the legal authority to
enter this Agreement and bind CONSULTANT accordingly.
21. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
CONSULTANT's Taxpayer Identification Number.
22. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the
quality, fitness, and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that CONSULTANT's financial resources, surety and
insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private parties, and experience in dealing with public
agencies all suggest that CONSULTANT is capable of performing the proposed contract
and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public
agency.
23. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant, or condition contained in this Agreement whether
of the same or different character. The payment or acceptance of fees for any period
after a default will not be deemed a waiver of any right or acceptance of defective
performance.
24. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
25. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
26. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
27. INTERPRETATION; VENUE. This Agreement and its performance will be
governed, interpreted, construed and regulated by the laws of the State of California.
Exclusive venue for any action involving this Agreement will be in Los Angeles County.
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DocuSign Envelope ID: DF70C08D-5011.4E51-92CF-DE763115C5D8
Agreement N9,,Q549
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
George Darrell,
City Manager
ATTEST:
�a
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D HENSLEY, City Attorney
Joa in Vazquez,
it, ant City Attorney
I C PA & LYD � �)- v ml
Risk Management
E
Catalis Public Works & Citizen Engagement,
LLC, a Delaware limited liability company
Over Signed by.
Teresa Yeager,
Executive Vice President
ayer ID: 83-1147199
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5DB Agreement No. 6959
t i Catalis
3025 Windward Plaza, Suite 200 No.: 006Ph000006pQwKIAU
Alpharetta, GA 30005 Order Form Date: 4/16/2024
ORDER FORM
CUSTOMER INFORMATION
Customer: City of El Segundo, CA Address: 350 Main St. El Segundo, CA
Contact Name: Jose Calderon 90245
Email Address: jcalderon@elsegundo.org
Phone: 310-524-2392
Billing Contact: Jose Calderon ACH:
Billing Email: jcalderon@elsegundo.org PO Required: ❑
Billing Phone: 310-524-2392 Tax Exempt: 21
Catalis Representative: Mike LeBeau, Regional Sales Manager, 203-228-0034, mike.lebeau@catalisgov.com
SUBSCRIPTION TERM
Subscription Start Date: 5/1/2024
Subscription End Date: 4/31/2026
Auto -Renewal: Yes (Annual)
The Initial Term of the Subscription shall begin on the Subscription start date and will continue for 2 years.
PRICING
1. Fee Summary
Software Subscription Fees for Year 1 Total; $ 19,500
Professional Services One-time Fees Total: $ 0
Fee details for these totals are in the tables below,
2. Software Subscription Fees
Year 1 Year 2
Request Management Enterprise $ 19,500 $ 20,085
SaaS license with Unlimited users
Total Subscription Fees $ 19,500 $ 20,085
2.1. Year 1 Software Subscription Fees shall be billed upon the Subscription Start Date.
2.2. Future Year Software Subscription Fees shall be billed annually in advance.
3. One -Time Professional Services Fees
Request Management Enterprise Implementation
$Included
Project implementation with dedicated project manager
Total One -Time Services Fees $ Included
3,1. One-time Professional Services Fees shall be billed upon the Effective Date of this Order Form.
Catalis Order Form
Exhibit "A" -1
Page I 1
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5D8 Agreement No. 6959
"at;y Catalis
3025 Windward Plaza, Suite 200 No.: 006Ph000006pQwKIAU
Alpharetta, GA 30005 Order Form Date: 4/16/2024
4. Additional Services
Additional services provided with the SaaS RME license include - Unlimited licenses, call center access,
resident portal, resident branded app (iOS & Android) interactive reporting (public and internal), access to
Catalis academy, API access, maintenance, hosting, support and product upgrades. Refer to Exhibit A.
Services provided with project implementation include a dedicated project manager, install, setup, and
configuration of the system. Additional services include user training via webinar_ Referto Exhibit B.
TERMS & CONDITIONS
The Agreement is dated effective and shall be considered binding upon execution ("Effective Date") by and
between Customer and Licensor.
The Agreement incorporates by reference the following, in order of precedence:
This Order Form
The Master Software Subscription and Services Agreement
The Service Level Agreement and Support Terms
Exhibit A: Software Description and Scope of Use
Exhibit B: One -Time Professional Services Scope of Work
General Notes:
• Capitalized terms used herein but not defined in this Order Form have the meanings given to them in
the Master Software Subscription and Services Agreement.
• Customer and Catalis agree to keep all aspects of this agreement confidential to the extent permitted
by law,
• Pricing and/or terms are subject to change if the Order Form is not signed within sixty (60) days of the
Order Form date.
• Any Recurring Fees will increase annually by the greater of three (3%) or the increase in the CPI for the
prior calendar year (as reflected in the pricing table(s) above).
• Invoices are due thirty (30) days after the date of the invoice.
Catalis Order Form
Exhibit "A" - 2
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DocuSign Envelope ID: DF70C08D-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
el���, Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
ACCEPTANCE
No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
By signing below, I represent that I am validly authorized to enter into this Order Form and related
Agreement and accept their terms and conditions.
Effective Date:
City of El Segundo, CA
By:
Name:
Title:
Date:
Catalis Public Works & Engagement
cut6ti mu�ctlby
C
Name:
Teresa Yeager
Title: CEO
-5j 8/2024
Date:
Catalis Order Form Page 13
Exhibit "A" - 3
DocuSign Envelope iD: DF70CG8D-5011-4E51-92CF-DE763115C5D8 Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200 No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
Alpharetta, GA 30005
MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT
Software as a Services (SaaS) Terms & Conditions
This Master Software Subscription Services Agreement (the "Agreement") governs Your acquisition of the services
described in signed or authenticated order that identifies the services and other terms and conditions by which You will be
provided the Services (an "Order Form") between You as the customer and the Catalis entity that is providing the Services
(referred to in this Agreement as "Catalis.") Capitalized terms have the definitions set forth in this Agreement. "Customer"
or "You" or "Your" is the legal entity that is entering into an agreement with the Catalis entity that is providing the Services
described in an Order Form. The "Effective Date" of this Agreement is the date on the Order Form unless the Order Form
specifies a different effective date. Customer and Catalis may each be referred to individually as a "Party" and together as
the "Parties." Any Schedules to this Agreement are those that are part of the Order Form.
1. Definitions.
The following definitions shall apply in this Agreement:
1.1. Confidential Information. All information disclosed by a party ("Discloser") to the other party ("Recipient"), whether
orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the
nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data;
Catalis Confidential Information includes the Software and associated services; and Confidential Information of each party
includes the terms and conditions of this Agreement and all attached Order Forms (including pricing), as well as business
and marketing plans, technology and technical information, product plans and designs, and business processes disclosed
by such party. However, Confidential Information does not include any information that (i) is or becomes generally known
to the public without breach of any obligation owed to Discloser, 00 was known to Recipient prior to its disclosure by
Discloser without breach of any obligation owed to Discloser, (iii) is received from a third party without breach of any
obligation owed to Discloser, or (iv) was independently developed by Recipient.
1.2, Customer Data. All data of Customer, whether proprietary or non-proprietary to Customer, converted for use with
Catalis Deliverables.
1.3. Customer Materials. All materials supplied by Customer in connection with this Agreement.
1.4. Deliverables. Those components, milestones, and/or materials, including, without limitation, the Software,
documentation, maintenance modifications, and enhancements to be completed by one Party and delivered or otherwise
provided to the other Party in accordance with the terms of this Agreement. Deliverables can mean either Deliverables
required from Catalis ("Catalis Deliverables") or Deliverables required from Customer ("Customer Deliverables"),
1.5. Documentation. The written description of the functions and use of the Software.
1.6 Error. (i) any error or defect resulting from an incorrect functioning of Software caused by the Software's failure to meet
a Functional Specification; or, (ii) any error or defect resulting from an incorrect or incomplete statement in Documentation
caused by the failure of the Software and/or the documentation to meet a Functional Specification.
1.7. Functional Specifications. The functions and/or criteria for the Software described as documentation related to the
Software or as described in the Order Form.
1.8. Intellectual Property. All interests of any kind including: (i) trade secrets, (ii) copyrights, (iii) derivatives, (iv)
documentation, (v) patents, (vi) the Software, (vii) technical information, (viii) technology, and (ix) any and all proprietary
rights relating to any of the foregoing.
Catalis Order Form
Page 14
Exhibit "A" - 4
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5DB
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006 P h 000006pQwKIAU
Order Form Date:4/16/2024
1.9. New Product. Any change or addition to Software and/or related documentation that: (i) has a value or utility separate
from the use of the Software and documentation; (ii) may be priced and offered separately from the Software and
documentation; and, (iii) is not made available to Catalis's customers generally without separate charge. In the event of
any disagreement between the Parties with respect to whether a change or addition constitutes a New Product, the good
faith determination of such issue by Catalis shall be final, binding, and conclusive.
1.10. Order Form. The Order Form provides the written description and specifications for the services to be provided by
Catalis to Customer, including the Deliverables and any milestone, delivery, and acceptance schedules.
1.11. Software. Catalis software and any Third -Party Software supplied by Catalis pursuant to this Agreement as described
in the Order Form. The term "Software" does not include New Products exceptto the extent added to the Software by
separate agreement of the Parties and the payment to Catalis of the additional fees and under additional terms and
conditions, if required by Catalis.
1.12. Software Acceptance Date. The date of acceptance of Catalis Deliverables by Customer as described in this
Agreement or the date that Customer uses the Software in a live environment, whichever is sooner.
1.13. Taxes. All municipal, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar taxes), unemployment, disability, real property, personal property, sales, use, transfer, registration, value
added, alternative or add -on minimum, estimated, or other taxes of any kind, including without limitation any interest,
penalty, or additions, whether or not disputed.
1.14. Test Validation Criteria. The acceptance criteria for Catalis Deliverables, including, without limitation, the Software, set
forth in the Order Form.
1.1 S. Third -Party Data. Data, information, or any other materials (in whatever form) not owned or generated by or on behalf
of Customer.
1.16. Third -Party Software. Software which is proprietary to any third party (other than an affiliate of Catalis) which is or will
be used by Catalis for the purposes of providing Software and/or services pursuant to this Agreement.
1.17. Warranty Period, The thirty (30) day period commencing on the installation of the Software
2. Subscription License_
2.1. License. Catalis grants the Customer a license to access and use Catalis Software and Catalis Deliverables described in
the Order Form during the Term of this Agreement and in accordance with the terms and conditions of this Agreement As
part of the subscription by Customer, Catalis will perform the services described in this Agreement.
2.2. Scope of License Limited, The right of Customer to use the Software and associated documentation is for Customer's
internal use only and limited to the field of use described in the Order Form. No title or ownership in the Software or
documentation is transferred to Customer. Customer shall not copy or in anyway duplicate the Software, except for
necessary backup and archival procedures approved by Catalis in advance and in writing. Only Customer's employees
and necessary contractors acting in the proper scope of their services to Customer may access or use the Software or
documentation. Customer shall not adapt, modify, reverse engineer, decompile, or disassemble, in whole or in part, any
of the Software and/or any documentation.
2.3. Additional Software. Customer may subscribe to additional Software hereunder by execution of a subsequent Order
Form and/or Addendum.
Catalis Order Form Page 15
Exhibit "A" - 5
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5DB
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006 P h000006 pQwKIAU
Order Form Date: 4/16/2024
2.4. Restrictions, Customer shall not remove, edit, alter, abridge or otherwise change in any manner any Catalis Intellectual
Property notices. Customer may not, and may not permit others to reverse engineer, decompile, decode, decrypt,
disassemble, or in any way derive source code from, the software or Service; modify, translate, adapt, alter, or create
derivative works from the Software and/or service; copy (other than one back-up copy), distribute, publicly display,
transmit, sell, rent, lease or otherwise exploit the Software and/or service; or distribute, sublicense, rent, lease, loan or
grant any third party access to or use of the Software and/or service to any third party.
2.5, Installation at Data Center. The Software will be hosted at and operated from a third -party data center, to be defined in
the Order Form. The data center will meet industry standard certifications or processes for data security.
3. Updates & Service Levels
3. 1 Provision of Uses. Provider shall maintain and update the Software as follows during the Term:
(a) Provider will routinely update the Software to address any security updates, bug fixes, or responsiveness matters
monthly or as is required pursuant to Section 3.2 below or otherwise. Provider may update the Software to add
any new features or functions, incorporate any improved process changes, and/or implement any performance -
enhancing modifications annually, if applicable ("Upgrades"). Pursuant to the payment of the fees set out in
Section 4, City may elect to upgrade its current version of the Software once per calendar year, so long as
Provider has made one or more Major Releases available during said year, and so long as City's subscription
term is current, fully paid up, and in no way in default. Should City exercise this right; upon notice, Provider will
first assess the impact any such Upgrade will have on the City's specific IT environment, solely considering City's
relevant APIs and any requested customizations. All other potential iT or business process impacts shall not be
within the scope of said assessment. Provider will then provide a detailed report to City identifying any costs,
time, and materials necessary to effectuate any such upgrade in light of those two items, and City shall then
decide whether to implement the newer Software version. Any terms concerning the one-time charges or fees
associated with such an upgrade shall be set out in a subsequent Statement of Work. Upon completion of any
such Software upgrade implementation, "Software" as defined herein shall then incorporate the version to which
the City has upgraded. Major releases, if they become available, are included during the first year of the term.
(b) Should an Upgrade be required pursuant to Section 3.2 below, Provider will promptly notify the City of any
downtime and provide confirmation once functionality is restored pursuant to the terms therein.
(c) Each Upgrade will constitute an element of the Software and will be subject to this Agreement's terms regarding
Software, including, without limitation, subscription, warranty, and indemnity terms.
3.2_5qrvice_L v ls: Provider will use commercially reasonable efforts to make Software available with a Monthly Uptime
Percentage of at least 99.996, in each case during any monthly billing cycle or calculated as such if billed annually (the
"Service Commitment"). The Service Commitment does not apply to any unavailability, suspension or termination of
Software, or any other Software performance issues: 0) caused by factors outside of Provider's reasonable control, including
any force majeure event or Internet access or related problems beyond the demarcation point of Provider, (ii) that result
from any actions or inactions of City or any of their third parties, (iii) that result from City's equipment; software or other
technology and/or third party equipment software or other technology (other than third party equipment within our direct
control), (iv) that result from any maintenance as provided for pursuant to this Agreement, or (vii) arising from Provider's
suspension and termination of City's right to use Software in accordance with this Agreement (collectively, the "SEW SLA
Exclusions")
3.3 Provider may only collect, access, use, maintain, or disclose Customer Data to fulfill its obligations under this
Agreement. Provider shall not provide Customer Data to any third party without the City Administrator's approval. Provider
Catalis Order Form Page (6
Exhibit "A" - 6
DocuSign Envelope ID: DF7000BD-5011-4E51-92CF-DE76311505DB
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006 pQwK IAU
Order Form Date: 4/16/2024
must ensure that any contractors, subcontractors, agents, and others to whom it provides City data, agree in writing to be
bound by the same restrictions and conditions of this Agreement with respect to such data.
3.4 City exclusively owns all right title and interest in its data that is related to the services provided by this Agreement.
Provider agrees to return (in a machine readable format), or at the election of the City, destroy (and confirm in writing the
destruction) all Customer Data upon the termination or expiration of this Agreement, or earlier if requested to do so in
writing by the City.
3.5 Safeguards. Provider will employ administrative, physical, and technical safeguards that are reasonably designed to
prevent unauthorized collection, access, disclosure, and use of Customer Data while in its custody ("Safeguards").
W 1 a 1
4.1 The receiving party ("Recipient") shall not use Confidential Information for any purpose other than to facilitate this
Agreement (the "Purpose"). Recipient: (a) shall not disclose Confidential information to any employee or contractor of
Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement
with Recipient with terms no less restrictive than those of this Article 6; and (b) shall not disclose Confidential
Information to any third party without the disclosing parties ("Discloser") prior written consent. Notwithstanding the
foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own
confidential information, but with no less than reasonable care. Recipient shall promptly notify Discloser of any
misuse or misappropriation of Confidential Information that comes to Recipient's attention. Notwithstanding the
foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or
governmental authority, Recipient shall give Discloser prompt notice of any such legal or governmental demand and
reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required
disclosure, at Discloser's expense.
4.2 Injunction. Recipient agrees that breach of this Article 6 would cause Discloser irreparable injury, for which monetary
damages would be inadequate, and in addition to any other remedy, Discloser will be entitled to injunctive relief
against such breach or threatened breach, without proving actual damage.
S iJI�a3""4"" a41U1D Cidt�`i t�"N��"iE0"t`Ndi.,
5.1 Security Audits and Remediation. When integrating systems that contain personally identifiable information, City will
request support and verification from Catalis that sensitive data points are not stored within the Catalis system, per the City's
direction. Further, additional integrations with Pit data may be considered once Catalis has obtained SOC2 certification for
this service, if applicable.
Upon the City's reasonable, advance written request Provider will produce a copy of the current Provider Audit Report if the
ProviderAudit Report is of or involves a third party's IT environment, City may be required to execute a non -disclosure
agreement with the third party.
Provider will make best efforts to remediate any control deficiencies identified in the Provider's Audit Report in a
commercially reasonable timeframe. If City becomes aware of any other Provider controls that do not substantially meet the
City's requirements, the City may request reasonable remediation from the Provider. Provider will make best efforts to
reasonably remediate any control deficiencies identified by the City or known by Provider in a commercially reasonable
timeframe. The Provider agrees to fill out, sign, and return, the current version of the City's security questionnaire on an
annual basis.
5.2. Secure Coding. Provider warrants that all services are free from any and all defects in materials, workmanship and
design. Provider further warrants that all services are free from any and all viruses, malware and other harmful or malicious
code. Provider must scan all source code for vulnerability, including before and after any source code changes are made
and again before being placed into production, and must promptly remediate any and all vulnerabilities. Provider must
follow best practices for application code review and the most current version of the OWASP top 10. Provider will scan and
Catalis Order Form Page 17
Exhibit "A" - 7
DocuSign Envelope ID: DF70C08D-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
�;"O wu", t tabs
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
remediate vulnerabilities of the provider's environment (including applications, drivers, firmware, and operating systems)
using reliable third party scanning tools no less than monthly.
5.3. Business Continuity and Backup. Provider shalt have written business continuity and disaster recovery plans that define
the roles, responsibilities and procedures necessary to ensure that services provided under this Agreement shall be
maintained in the event of a disruption to the Provider's operations, regardless of cause of the disruption. Such plans must,
at a minimum, define the Provider's actions to address the impacts of the following key areas likely to cause a disruption to
Provider: loss of key personnel, loss of facility and loss of technology. Provider must conduct testing and review of its
business continuity and disaster recovery plan at least annually. Upon City request, Provider must also participate, at
mutually agreeable times, in City business continuity and disaster recovery testing, training and exercise ability,
5A. All data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Provider is
responsible for encryption of the Data. Provider bears the entire risk of loss of, or damage, to any media (including Data)
while in transit.
5.5. The Provider shall provide its services, including storage, to the City and its end users solely from data centers in the
U.S. The Provider shall not allow its personnel or contractors to store City data on portable devices, including personal
computers, except for devices that are used and kept only at its U.S. data centers.
5.6 Contractors providing or having access to data containing personally identifiable information (as defined in NiST
Special Publication 800-122) must develop, implement and maintain reasonable safeguards to protect the security,
confidentiality, and integrity of the personal information, including disposal of the data.
5.7 If the City furnishes Contractor with City -provided e-mail addresses for Contractor employees or Subcontractors working
on the Project, all communications shall take place on such City e-mail addresses and not be moved, copied, or forwarded
to private a -mail addresses.
5.8 [if, in the course of its engagement by Customer, Service Provider has access to or will collect access,
use, store, process, dispose of or disclose credit, debit or other payment cardholder information, Service Provider shall at all
times remain in compliance with the Payment Card Industry Data Security Standard ("PC] DSS') requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be
necessary to remain in compliance with the PC! DSS, in each case, at Service Provider's sole cost and expense.]
6. SECURITY INCIDENT OR DATA BREACH NOTIFICATiON.
6.1. Incident Response. Provider may need to communicate with outside parties regarding a
Security Incident, which may include contacting law enforcement fielding media inquiries and
seeking external expertise as mutually agreed upon, or defined by law. City shall be notified of Security incidents within 24
hours of learning of such incident.
6.2. Breach Reporting Requirements. if Provider has actual knowledge of a confirmed or reasonably believes there has been
a data breach that affects the security of City's content Provider shall notify the City Administrator within 24 hours by
telephone, unless a shorter time is required by law. Provider shall (7) cooperate with the City to investigate and resolve the
Data Breach, (2) promptly implement necessary remedial measures, as necessary and (3) document responsive actions
taken related to the Data Breach, including any post -incident review of events and actions taken to make changes in
business practices in providing the services.
6.3. if a data breach is a direct result of Provider's breach of its contractual obligation to encrypt data failure to properly
apply security updates, use of obsolete or end of life software for which security patches are unavailable, failure to adhere to
industry best practice or applicable laws, the Provider shall bear the costs associated with (1) the investigation and
resolution of the data breach; (2) notifications to individuals, regulators or others required by federal and state laws or as
Catalis Order Form Page 18
Exhibit "A" - 8
DocuSign Envelope ID: DF700080-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
-t,, Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006P h000006 pQwKIAU
Order Form Date: 4/16/2024
otherwise agreed to, (3) a credit monitoring service required by state (or federal) law or as otherwise agreed to; (4) a website
or toll -free number and call center for affected individuals required by federal and state laws and (5) complete all corrective
actions as reasonably determined by Provider based on root cause. PENALTIES, FINES, INVESTIGATIONS AND
FORENSIC ACTIVITIES ARISING FROM A DATA OR SECURITY BREACH OF PERSONAL INFORMATION OR FROM BREACH
OF PROVIDER"S CONTRACTUAL OBLIGATIONS SHALL BE CONSIDERED DIRECT DAMAGES.
7. Fees, Installation Charges, and Taxes.
7.1. Subscription Fees. The subscription fees for the use of the Software are setforth on the Order Form. Subsequent
orders shall be at the fees in effect at the time of receipt by Catalis of any applicable subsequent Order Form and/or
Addendum that identifies additional software to be included under this Agreement executed by Customer and Catalis.
Fees resulting from the provision by Catalis to Customer of Third -Party Software are passed through by Catalis to
Customer, and, in that context, such fees payable by Customer shall increase, and such increase shall be payable, as and to
the extent of any such fee increases payable by Catalis.
7.2. Configuration, Installation and Services Fees. Customer shall also pay any configuration, installation, and service fees
as detailed in the Order Form for configuration and installation of Software and any other services required under that
Agreement or requested by Customer as described in this Agreement at the then prevailing fees, plus any travel expenses
required, including reasonable mileage, airfare, meals, lodging, and similar expenses. Meals will be billed at the
applicable GSA per diem rate.
7.3. Taxes. Customer is additionally liable for any applicable Taxes (exclusive of income or gross receipts Taxes properly
payable by Catalis), levies, duties or similar governmental assessments, and other fees or assessments incurred as a result
of the use of the Software by Customer.
7.4. Currency. All Fees listed shall be interpreted as being in US dollars (USD), unless otherwise stated.
8. Delivery and Acceptance.
8.1. Delivery, Each Party shall timely perform delivery of its required Deliverables in accordance with the Order Form,
including any delivery schedule specified therein, Customer shall pay or reimburse Catalis for all costs of shipping
Software to Customer, including freight, insurance, and special packaging charges, if any. The carrier, method of
shipment, and other matters relating to shipment shall be determined by Catalis. Customer is responsible for movement
into or within Customer's premises, site preparation per Catalis requirements, and other site expenses required for
installation.
8.2. Testing. Testing of Catalis Deliverables shall be completed by Customer in accordance with the Test Validation Criteria
within fifteen (15) days following initial delivery to Customer.
8.3. Installation. Within thirty (30) days following completion of testing of Catalis Deliverables, Catalis shall install Catalis
Deliverables at the hosting facility for acceptance testing.
8.4. Acceptance. Within ten (10) days following completion of installation, Customer shall either: (i) accept Catalis
Deliverables in writing; or, (b) reject Catalis Deliverables and provide Catalis with a statement of Errors resulting in
operation not in conformance with the Test Validation Criteria. Catalis will correct any Error and redeliver Catalis
Deliverables to Customer within thirty (30) days following receipt of the statement of Errors. Customer shall, within ten (10)
days following such redelivery, accept or reject the redelivered Catalis Deliverables in accordance with the procedures set
forth herein. Failure by Customer to provide a statement of acceptance or statement of Errors within either of the ten (10)
day periods specified herein shall be deemed to be acceptance by Customer of Catalis Deliverables.
9.PAYMENT
Catalis Order Form
Exhibit "A" - 9
Page (9
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5DB
Agreement No. 6959
Cataiis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006P h000006p QwKIAU
Order Form Date: 4/16/2024
9.1. Fees for Initial Subscription Services. Payment of Software subscription fees, installation fees, and otherfees on the
initial Order Form will be made in installments as follows:
9.1.1. Fees for installation of the Software including data conversion, system implementation, training, and forms
generation, as indicated on the Order Form, will be billed annually and are payable within thirty (30) days following invoice
by Catalis. Payments for all Third -Party Software provided by Catalis as described in Order Form shall be payable at least
thirty (30) days prior to due date for payment by Catalis to Catalis's provider.
9.1.2. The pricing during any renewal term may increase by up to three (3%) above the applicable pricing in the prior term
unless Catalis provides Customer notice of different pricing at least eight (8) months prior to the applicable renewal term.
Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will
be at Catalis's applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary,
any renewal in which subscription volume for any Software or service(s) has decreased from the prior term will result in re-
pricing at renewal without regard to the priorterm's per -unit pricing.
9.2. Fees for Subsequent Software Subscription. Payment of subscription fees, installation fees, and other fees to Catalis on
any subsequent Order Form and/or Addendum shall be made as specified in such subsequent Order Form and/or
Addendum.
9.3. Ancillary Charges and Out of Pocket Expenses. All additional or ancillary charges (e.g., additional training charges) and
all out-of-pocket expenses of Catalis (e.g., travel expenses) which are payable by Customer hereunder shall be due and
payable within thirty (30) days following invoice by Catalis.
9.4. Failure of Payment. In the event payment is not made as specified in this Agreement, Customer shall pay interest at the
rate of one and one-half percent (1.5%) per month (or the highest applicable legal rate, whichever is lower) on the
outstanding overdue balance for each month or part thereof that such sum is overdue; provided, however, that if Customer
is a governmental agency or authority subject to a "Prompt Payment" or similar statutory requirement for the transaction
contemplated in this Agreement, such statutory requirement shall control to the extent the same is inconsistent with the
requirements of this section 4.
10. Warranty, Exclusions, and Disclaimer.
10,1. Software Warranty. Catalis warrants that the Software shall conform to the Functional Specifications and will be free of
Errors during the Warranty Period. Catalis's sole obligation and responsibility to Customer under the foregoing warranty is
to remedy, at no cost to Customer, any such Error reported to Catalis during the Warranty Period. Notwithstanding the
foregoing or any other term or provision of this Agreement, with respect to Third -Party Software provided by Catalis
hereunder, Catalis makes no warranties, but shall, to the extent legally permitted, pass through to Customer all warranties
provided by the original Catalis/manufacturer,
10.2. Software Warranty Exclusions. The foregoing warranties do not apply to any of the following:
10.2.1. Damage arising from any cause beyond Catalis's reasonable control, including, without limitation, damage due to
the improper operation or use of Software by Customer, abuse or misuse of Software other than as designed or intended,
malfunctions caused by alteration or tampering, or any reason specified in section 15 of this Agreement.
10.2.2. Damage resulting from movement of Software after its initial installation.
10.2.3. Malfunction or breakdown of Software due to attachment to, or addition or use of, software not supplied by Catalis
with the Software, or as a result of attachment of the Software to hardware or software by anyone other than Catalis, or as a
result of hardware associated problems.
Catalis Order Form Page 110
Exhibit "A" - 10
DocuSign Envelope ID: DF700080-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
r,t
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
10.2.4. Damage, malfunction, or breakdown of Software due to improper operating environment, including, without
limitation, temperature, humidity, dust, or static charge.
10.2.5 Destruction or damage, in whole or in part, of Software by any Person other than Catalis.
10.2.6. Any harm or damages caused by any Third -Party Software or Third -Party Data providers_
10.3. SOFTWARE WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 6 OF
THIS AGREEMENT, CATALIS DISCLAIMS AND CUSTOMER WAIVES ALL WARRANTIES ON THE SOFTWARE FURNISHED
HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND LICENSES THE SOFTWARE "AS IS" AND "WITH ALL FAULTS."
11. Functional Specifications.
Customer understands that such Functional Specifications shall be defined in accordance with Catalis standard
applications and that any application and/or communication and/or functions not currently supported by Cataiis shall be
considered "customized" and, as such, may incur additional costs and delivery schedules beyond those stated and agreed
to by Catalis.
12. Training.
Catalis shall provide training in the operation and maintenance of the Software as described in the Order Form. Customer
may request additional training time and/or additional personnel to be trained, provided that any such additional training
shall be chargeable to Customer at Catalis's then current fee for the requested training, plus reasonable travel expenses if
such training occurs anywhere other than Catalis's facilities.
13. Third -Party Software Licenses.
13.1. Integration with Third Party Applications. Customer shall execute all documents reasonably requested by Catalis and
will abide by all reasonable requirements with respect to all Third -Party Software licensed or sublicensed by Catalis to
Customer under this Agreement, or necessary to the performance of the Software hereunder in accordance with the
Functional Specifications, and Customer agrees to maintain in effect all required licenses and approvals of all applicable
third parties. Catalis cannot guarantee the continued availability of Software and/or service features, and may cease
providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the
provider of Third -Party Data and/or Third -Party Software ceases to make that data and/or application available for
interoperation with the corresponding Software and/or service features in a manner acceptable to Catalis.
13.2. Third Party Applications and Customer Data. Notwithstanding the above, should Customer choose to use a Third -
Party Software in conjunction with the Software and/or service(s) included in this Agreement, Customer grants Catalis
permission to allow the Third -Party Software and its provider to access Customer Data as required for the interoperation of
that application with the Software and/or service(s). Catalis is not responsible for any disclosure, modification, or deletion
of Customer Data resulting from access by such Third -Party Software or its provider.
14. Restrictions Upon Disclosure of Confidential Information.
14.1, Protection. Recipient shall use commercially reasonable care, but in no event less than the same degree of care it
uses to protect its own most confidential and proprietary information, to prevent the unauthorized use, disclosure,
publication, or dissemination of Discloser's Confidential Information. Recipient shall provide Discloser's Confidential
Information to its employees and necessary contractors only on a "need to know" basis, and always subject to the terms of
this Agreement. Recipient agrees to accept and use Discloser's Confidential Information solely in connection with
Catalis Order Form Page 111
Exhibit "A" - 11
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115CSDB
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
Recipient's participation in, and solely with respect to, this Agreement. Recipient shall inform its employees and necessary
contractors of these confidentiality obligations and shall take such steps as may be reasonably requested by Discloser to
prevent unauthorized disclosure, copying, or use of Discloser's Confidential Information. Recipient acknowledges that, in
the event of a breach by Recipient of its obligations underthis section 14, in addition to any other right or remedy available
to Discloser, at law or in equity, Discloser will suffer irreparable injury, and shall be entitled to preliminary and final
injunctive relief (without bond except as otherwise required by applicable law) in order to prevent any further or other
breach or any unauthorized use of Discloser's Confidential information. Recipient shall notify Discloser immediately upon
discovery of any prohibited use or disclosure of any of Discloser's Confidential information or any other breach of these
confidentiality requirements (including by any third parties), and shall fully cooperate with Discloser to assist Discloser in
regaining possession of its Confidential Information and to prevent further unauthorized use or disclosure of the same.
14.2. Limited Disclosure. Recipient may disclose Confidential Information of Discloser if and to the extent required by any
judicial or administrative governmental request, requirement, or order, provided that Recipient shall take reasonable steps
to provide Discloser sufficient prior notice in order to enable Discloser to contest such request, requirement, or order.
Recipient shall, except as otherwise expressly provided by the terms of this Agreement, return all tangible Discloser
Confidential Information, including, without limitation, all computer programs, documentation, notes, plans, drawings, and
copies thereof, to Discloser immediately upon Discloser's request.
14,3. Ownership. All Discloser Confidential Information, including, without limitation, any and all adaptations,
enhancements, improvements, modifications, revisions, or translations thereof created by Discloser or Recipient, shall be
and remain the property of Discloser, and no license or other rights to such Confidential Information is granted or implied
hereby. Except as otherwise expressly provided in this Agreement, all Discloser Confidential Information is provided "AS
IS" and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.
15. Intellectual Property Indemnity.
15.1. Indemnification of Intellectual Property Infringement Claims_ In the event of any actual or threatened claims by a third
party that Catalis Deliverables infringe upon any Intellectual Property of such third party, Catalis will indemnify Customer
with respect to such claims. Customer shall immediately notify Catalis of any such claim. For claims related to Third Party
Software, no indemnity is provided by Catalis, but Catalis shall, to the extent legally permitted, pass through to Customer
any infringement protections with respect to Third -Party Software. The foregoing indemnity shall be ineffective if any of
Catalis Software has been modified, altered, or otherwise changed by Customer (or on behalf of Customer by any Person
other than Catalis). Catalis will have no liability or obligation under this section 11 if any claim of infringement is based
upon: (i) the combination, operation, or use of the Software with any component otherthan Catalis Intellectual Property, if
such claim would have been avoided but for such combination, operation, or use; and/or, (ii) any derivative of any Catalis
Intellectual Property created by any person other than Catalis. Catalis shall have sole control over the selection of counsel
and the defense and settlement of any legal proceeding or other claim and Customer shall provide Catalis with all
reasonable assistance in the defense of the same.
15.2. Indemnification by Customer. Customer will defend Catalis against any claim, demand, suit or proceeding made or
brought against Catalis by a third party alleging that any Customer Data infringes or misappropriates such third party's
intellectual property rights, or arising from Customer's use of the Software, services, and/or content in violation of this
Agreement, Order Form, or applicable law (each a "Claim Against Catalis"), and Customer will indemnify Catalis from any
damages, attorney fees, and costs finally awarded against Catalis as a result of, or for any amounts paid by Catalis under a
settlement approved by Customer in writing of, a Claim Against Catalis, provided Catalis (i) promptly gives Customer
written notice of the Claim Against Catalis, (€i) gives Customer sole control of the defense and settlement of the Claim
Against Catalis (except that Customer may not settle any Claim Against Catalis unless it unconditionally releases Catalis of
all liability), and (iii) gives Customer all reasonable assistance, at Customer's expense.
16.3. Remedy. In the event of a third party claim that Catalis Deliverables infringe the intellectual property rights of a third
party, Catalis shall have the right, as Customer's sole and exclusive remedy against Catalis, at Catalis's sole election, to: (i)
Catalis Order Form
Page112
Exhibit "A" -12
DocuSign Envelope ID: DF7000BD-50114E51-92CF-DE763115C508
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006pQwKIAU
Order Form Date: 4/16/2024
modify the allegedly infringing Catalis Deliverables to be non -infringing, provided that such modification does not
adversely impact the functionality of the Software in any material respect; 0i) obtain a license or other rights to enable
Customer to continue to use the applicable Software as contemplated in this Agreement, or (iii) to terminate this
Agreement and return to Customer any unearned fees paid by Customer to Catalis.
17. Rights in Software, Data and Materials.
17.1. Catalis Ownership. As between Catalis and Customer, Catalis shall be the sole owner of all right, title, and interest in
and to the Software, all Catalis Deliverables, documentation, any suggestion, enhancement request, recommendation,
correction or other feedback provided by Customer, and any and all copies or derivatives created by either Party, exclusive
only of the Customer Materials. Customer hereby irrevocably grants, transfers, and assigns to Catalis, without reservation,
all worldwide ownership rights, title, and interest, including, without limitation, any and all Intellectual Property which
Customer may have or acquire, by operation of law or otherwise, in and to any or all of the Software, Catalis Deliverables,
documentation, and in and to any other Intellectual Property of Catalis, along with the good will of the business
appurtenant to the use of any of the same. Customer further hereby irrevocably transfers and assigns to Catalis any and all
moral rights Customer may have in and to such Software, Catalis Deliverables, documentation, and in and to any other
Intellectual Property of Catalis, and hereby forever waives and agrees never to assert any moral rights it may have during or
after termination or expiration of this Agreement. Customer shall, at the request of Catalis, execute any and all
documentation necessary to formally transfer such rights to Catalis. Customer shall promptly notify Catalis in writing if it
becomes aware of any violation, infringement, or unfair competition related to Catalis Intellectual Property. Customer
agrees to allow Catalis full access to all relevant hardware, software, and material to determine compliance.
17.2. Customer Ownership. As between Catalis and Customer, Customer shall be the sole owner of all right, title, and
interest in and to all Customer Materials. Catalis hereby irrevocably grants, transfers, and assigns to Customer, without
reservation, all worldwide ownership rights, title, and interest, including, without limitation, any and all Intellectual Property
rights, which Catalis may have or acquire, by operation of law or otherwise, in and to any or all of the Customer Materials.
Catalis further hereby irrevocably transfers and assigns to Customer any and all moral rights Catalis may have in such
Customer Materials, and hereby forever waives and agrees never to assert any moral rights it may have or obtain, during or
subsequent to the termination or expiration of this Agreement. Catalis shall, at the request of Customer, execute any and
all documentation necessary to formally transfer such rights to Customer.
18. Support and Maintenance Services.
18.1. Scope and Definitions. Catalis shall provide maintenance and support services necessary to ensure that the Software
and Catalis Deliverables operate in conformity with Functional Specifications and the documentation as described in this
Agreement and the Order Form. The following terms shall apply to this section.
18.1.1. Critical Defect. An Error in the Software and Catalis Deliverables or documentation which renders the Software and
Catalis Deliverables unable to perform a Functional Specification and for which a workaround is not available.
18.1.2. Non -Critical Defect. A defect in the Software and Catalis Deliverables or documentation that materially impacts the
operation of the Software and for which a workaround is not available.
18.1.3. Telephone Support. The provision of general information and diagnostic advice and assistance concerning the use
and operation of the Software and Catalis Deliverables via telephone. Telephone support is intended to be used by a
limited number of people designated by Customer to communicate with Catalis about defects or problems. It is not a
substitute fortraining of personnel by Customer.
18.1.4. Basic Maintenance Period. The Basic Maintenance Period commences on Monday and continues through Friday of
each week (8 a.m. to 7 p.m., Mountain Time), except on the following recognized Canadian holidays ("Holidays"): New
Catalis Order Form Page 113
Exhibit "A" -13
DocuSign Envelope ID: DF70C080-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
;w. Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006P h000006pQwKIAU
Order Form Date: 4/16/2024
Year's Day, Good Friday, Easter Monday, Victoria Day, Canada Day, August Civic Holiday, Labour Day, Thanksgiving Day,
Remembrance Day, Christmas Day and Boxing Day.
18.2. Covered Maintenance.
18.2.1. General. Maintenance services and telephone support will be performed by Catalis during the Basic Maintenance
Period. Maintenance services do not include the costs of accessories and expendable supplies necessary to operate the
Software and Catalis Deliverables.
18.2.2 Upgrades. Customer will receive all updated, patches and enhancements to the Software and Catalis Deliverables
(except any New Product), including all related update releases and associated documentation,
18.2.3. Online Support and Telephone. Telephone support includes: (i) remote diagnostics; (ii) service desk and dispatch;
(iii) question and answer consulting; and, (iv) non -chargeable user error remedies. Remote diagnostics equipment is
required at Customer locations for remote support, which equipment is to be obtained by Customer at its sole expense.
Catalis may choose to request a copy of the client database to load in Catalis's offices in an attempt to either recreate the
process or run the application to complete a process if time is of the essence.
18.2.4. Exclusions. Maintenance services do not include maintenance required by: (i) operator error or improper operation
or use of the Software and Catalis Deliverables by Customer; (ii) modifications, repairs, or additions to the Software and
Catalis Deliverables performed by persons other than Catalis, or damage to Software and Catalis Deliverables by
Customer's employees or third persons; (iii) training services. Any maintenance service or related service or training other
than the maintenance services described above will be charged at Catalis's then current billable call maintenance rates in
effect.
18.2.5. Response Times. Catalis will use its commercially reasonable efforts to respond within four(4) business hours (but
only during the Basic Maintenance Period) of notice from Customer of the need for maintenance services or notice of a
request for Online Support or Telephone Support. Any such notice from Customer shall, to the extent possible, identify all
Critical Defects, and, in connection with the provision of any maintenance service, online support, and/or telephone
support, Customer shall, at its own expense, provide its full good faith support and cooperation with Catalis's efforts at
resolution. Non -Critical Defects will be corrected as soon as practicable or in a following update or release.
18.2.6 Billable Call Maintenance. Any maintenance service or related service or training other than covered maintenance
services, as described in this section 2, will be charged at Catalis's then current billable call maintenance rates in effect.
Such rates apply to time spent performing maintenance, including travel time. The minimum charge for billable call
maintenance is one-half of one hour (1/2 hour). Should billable call maintenance services require travel to the Customer's
site, Customer will also be invoiced for actual expenses of travel, including, without limitation, as applicable, mileage, air
fare, meals, lodging, and similar expenses; provided, however, that, in the event Customer is a governmental agency or
authority, travel expenses shall be limited in amount by applicable federal or state statutory requirements. All charges for
billable call maintenance shall be due and payable within thirty (30) days following invoice by Catalis.
19. Subscription Termination or Expiration.
19.1. The term of this Agreement will commence on the date of this Agreement and will continue as long as any Order
Form for Software or services is in effect or is added. The term of a Order Form for Software or services provided under
that Order Form will continue during the term stated in that Order Form and will then automatically renew for additional
periods that are the same as the initial term as stated in the Order Form unless either party gives the other party at least
one -hundred and eighty (180) days' advance written notice of its intent that the term not renew for an additional term.
Catalis Order Form Page 1 1 a
Exhibit "A" -14
DocuSign Envelope ID: DF70C08D-5011-4E51-92CF-DE763115C5DS
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200 No.: 006Ph000006pQwKIAU
Alpharetta, GA 30005 Order Form Date: 4/16/2024
19.2. In addition to any other rights of termination specified herein, either Party may terminate this Agreement upon sixty
(60) days prior written notice to the other in the event of the other's failure to cure a material breach within thirty (30) days
after receipt of the terminating Party's written notice of default concerning the same.
19.3. Catalis may terminate Customer's subscription to Catalis Deliverables if Customer commits any material breach of the
terms and conditions of this Agreement, including non-payment of any fees due to Catalis, if Customer does not cure any
such default within ten (10) days after notice is given to Customer.
19.4. Upon termination under this clause or expiration of the Agreement term, Customer shall discontinue all use of the
Software and Catalis Deliverables and shall immediately return to Catalis all copies of the Software and Catalis Deliverables
and all other materials which contain any Confidential Information of Catalis in Customer's possession or control. Customer
shall also permanently delete all copies of all such items residing in Customer's on or off line computer memory. Catalis
shall be entitled to enter into any location controlled by Customer to repossess and remove all Software, Catalis
Deliverables, documentation and any other Confidential Information of Catalis, and/or to deactivate and remove any
Software from Customer's systems. Customer shall, within five (5) days following the effective date of termination or
expiration of Customer's subscription, certify in writing to Catalis, by an executive officer of Customer, that all copies of the
Software, Catalis Deliverables and all documentation and any other materials required to be returned to Catalis or to be
deleted have been returned or deleted as appropriate.
19.5. Customer Data Portability and Deletion. Upon request by Customer made within 30 days afterthe effective date of
termination of an Order Form, Catalis will make Customer Data available to Customer. After such 30-day period, Catalis
will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of
Customer Data in Catalis systems or otherwise in Catalis possession or control, unless legally prohibited.
20. Excusable Delays.
Notwithstanding any other term or provision of this Agreement, Catalis shall not be liable for delays in delivery, failure to
deliver, or otherwise to perform any obligation hereunder when such delay or failure arises from causes beyond the
reasonable control of Catalis, including, without limitation, such causes as acts of God or public enemies, labor disputes,
supplier or material shortages, embargoes, rationing, ads of local, state or national governments or public agencies, utility
or communication failures, fire, flood, storms, earthquake, settling of walls or foundations, epidemics, riots, terrorism, civil
commotion, strikes, or war.
21. Limitation of Liability,
IN NO EVENT SHALL CATALIS'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE SUBSCRIPTION FEES
PAID BY CUSTOMER TO CATALIS DURING THE SIX (6) MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM.
22. Limitation on Damages.
CATALIS SHALL NOT BE LIABLE IN ANY EVENT FOR DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF PROFITS,
AND/OR LOSS OF USE OF PRODUCT, OR FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF CATALIS'S LIABILITY SHALL APPLY
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE.
23. Allocation of Risks.
CUSTOMER UNDERSTANDS AND AGREES THAT THE FEES CHARGED BY CATALIS SPECIFICALLY REFLECT THE
ALLOCATION OF RISKS AND EXCLUSION OF DAMAGES PROVIDED FOR IN THIS AGREEMENT.
24. Miscellaneous Provisions.
Catalis Order Form
Exhibit "A" - 15
Page115
DocuSign Envelope ID: DF70C08D-5011-4E51-82CF-DE763115C5D8
Agreement No. 6959
0a'1411 Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph000006 pQwKIAU
Order Form Date: 4/16/2024
24.1. ARBITRATION. UPON THE DEMAND OF EITHER PARTY, ANY ACTION OR PROCEEDING SEEKING TO ENFORCE OR
TO INTERPRET ANY PROVISION OF THIS AGREEMENT OR ANY RIGHT OR OBLIGATION, INCLUDING, WITHOUT
LIMITATION, ANY STATUTORY RIGHT OR OBLIGATION, OF ANY PARTY UNDER OR PURSUANT TO THIS AGREEMENT OR
ARISING OUT OF CATALIS'S RELATIONSHIP UNDER THIS AGREEMENT WITH CUSTOMER, SHALL BE DETERMINED
EXCLUSIVELY BY ARBITRATION CONDUCTED BY AND UNDER THE RULES OF THE Arbitration Act of the State of
Minnesota; PROVIDED, HOWEVER, THAT ARBITRATION SHALL NOT BE REQUIRED IN ANY ACTION OR CLAIM BY
PARTY WHICH INCLUDES A REQUEST FOR INJUNCTIVE, EQUITABLE, OR OTHER EMERGENCY RELIEF.
24.2. Our Employees, Catalis will be responsible for the performance of Catalis personnel for whom Catalis is legally
responsible (including Catalis employees and contractors) and their compliance with Catalis obligations under Agreement,
except as otherwise specified herein.
24.3. Worker's Compensation Act. Catalis will comply with the Workers' Compensation Act when such Act applies to
Catalis and shall, upon demand by Customer, deliverto Customer a certification from the Workers' Compensation Board
showing that Catalis is registered and in good standing with the Workers' Compensation Board.
24A. Binding upon Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the Parties hereto.
24.5. Severability. If any provision of this Agreement shall be invalid or unenforceable, such provision shall be deemed
limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable,
and, in the event no such limiting construction is possible, such invalid or unenforceable provision shall be deemed
severed from this Agreement without affecting the validity of any other term or provision hereof.
24.6_ Entire Agreement. This Agreement, together with the Order Form and/or Addendum(s), constitutes the entire
understanding and agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior
and contemporaneous agreements, understandings, inducements, and conditions, express or implied, written or oral,
between the Parties with respect thereto. The express terms hereof control and supersede any course of performance or
usage of trade inconsistent with any of the terms of this Agreement. This Agreement may be executed electronically and in
any number of counterparts, which will constitute one and the same agreement.
24.7. Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any
term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the Party to be bound thereby. The waiver by a Party of any breach or default shall not be
deemed to constitute a waiver of any other breach or default, The failure of any Party to enforce any provision shall not be
construed as or constitute a waiver of the right of such Party to subsequently enforce such provision.
24.8. Publicity, Neither Party will issue any press release or public announcement or make any public disclosure regarding
the relationship between the Parties without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Notwithstanding the prior restriction, Catalis may list Customer as a user of the Software or
Services on its website and other promotional materials after the acceptance of the Software or Services.
24.9. Notices. Whenever any Party desires or is required to give any notice, demand, consent, approval, satisfaction,
statement, or request with respect to this Agreement, each such communication shall be in writing and shall be effective
only if it is delivered by delivery service, over -night delivery service or facsimile (followed by another permitted form of
delivery) and addressed to the recipient Party at its notice address provided on the cover page of this Agreement. Such
communications, when personally delivered, shall be effective upon receipt. Any Party may change its address for such
communications to another address in Canada by giving notice of the change to the other Party in accordance with the
requirements of this section 6.
Catalis Order Form Page ) 16
Exhibit "A" - 16
DocuSign Envelope ID: DF7000BD-5D11-4E51-32CF-DE763115C5D8
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph 000006pQwKIAU
Order Form Date: 4/16/2024
24.10. Choice of Law; Construction of Agreement. This Agreement will be construed under the laws of the the State of
Minnesota, exclusive of its conflicts of laws, principles, and has been negotiated by the respective Parties and the language
shall not be construed for or against any Party. The titles and headings are for reference purposes only and shall not in any
manner limit the construction of this Agreement which shall be considered as a whole.
24.11. Further Assurances; Cooperation, Each Party shall execute such further instruments, documents, and agreements,
and shall provide such further written assurances, as may be reasonably requested by the other Party to better evidence
and reflect the transactions described in and contemplated by, and to carry into effect the intents and purposes of this
Agreement.
24.12. Non -Solicitation. For a period ending two (2) years following the date of termination or expiration of this Agreement,
Customer shall not solicit the employment or services of, nor employ or otherwise retain, any employee or former
employee of Catalis who has been directly or indirectly involved in the development, licensing, installation, or support of
any Catalis software product.
24.13. Independent Contractor Status. It is the intention of the Parties that their relationship is that of independent
contractor and this Agreement shall not create any other relationship, whether partnership, joint venture, agency, or
otherwise, between the respective Parties. Neither Party has any authority, whether actual, express, implied, or apparent,
to bind or otherwise obligate the other Party in any capacity. Catalis shall be entitled to list Customer in any designation of
its customers in advertising or other published materials of Catalis.
24.14. No Third -Party Beneficiary Rights. No provision of this Agreement is intended or shall be construed to provide or
create any third party beneficiary right or any other right of any kind in any Person other than the Parties and their proper
successors and assigns, and all terms and provisions shall be personal solely between the Parties to this Agreement and
such proper successors and assigns.
24.15. Survival, The provisions of Sections 10, 11, 12 and 15 through 19 shall survive the expiration or termination of this
Agreement.
24.16. Fees and Costs. In the event of any litigation or arbitration between the Parties in connection with or arising out of
this Agreement, or to enforce any right or obligation of either Party under this Agreement, or for a declaratory judgment,
or for the construction or interpretation of this Agreement or any right or obligation under or impacted by this Agreement
(in each case, a "Proceeding"), the Party which substantially prevails in any such Proceeding shall be entitled to recover
from the other Party all of such prevailing Party's fees and costs, including, without limitation, attorneys' fees, court costs,
and costs of expert witnesses and of investigation, incurred at or in connection with any level of the Proceeding, including
all appeals.
24.17. Cooperative Procurement: This agreement may be used as a cooperative procurement vehicle by any jurisdiction
that is eligible. Catalis reserves the right to negotiate and customize the terms and conditions set forth herein, including
but not limited to pricing, scope and circumstances of that cooperative procurement.
Catalis Order Form
Page117
Exhibit "A" -17
DocuSign Envelope ID: DF70CG8D-5011.4E51-92CF-DE763115C5D8 Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200 No.: 006Ph000006pQwKIAU
Alpharetta, GA 3000S Order Form Date: 4/16/2024
EXHIBIT A: SOFTWARE DESCRIPTION AND SCOPE OF USE
Request Management Enterprise
Your SaaS license of RME includes - Unlimited licenses/users, call center access, resident portal, resident
branded app (OS & Android) interactive reporting (public and internal), access to Catalis academy, API
access, maintenance, hosting, support and product upgrades. A dedicated customer success manager will be
provided to you following launch of the product.
Catalis Order Form
Exhibit "A" -18
Page118
DocuSign Envelope ID: DF70C080-50114E51-92CF-DE763115C5D8
Agreement No. 6959
"q, Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
EXHIBIT B: PROFESSIONAL SERVICES - ONE-TIME SCOPE OF WORK
No.: 006Ph000006 pQwKIA U
Order Form Date: 4/16/2024
Phase 1: Introduction
After signing the contract, your sales contact will introduce you to your project managers on the
Catalis team. You will schedule an initial kick off call to discuss the timeline of the project. During this
initial call, you will also schedule your first webinar from our Project Manager to get a better
understanding of Request Management Enterprise from an administrator standpoint.
Meet Your Project Management Team! - This is the first call you will have with your project managers
from Catalis. The discussion will involve all project leads on your end. Your project managers from
Catalis will go over the phases of this project and the requirements needed in order to get Request
Management Enterprise up and running. Any outside integrations will be discussed during this time.
While this is being discussed a timeline will be built out based upon your full launch date.
Kick off Meeting -During this kick-off meeting, your project managers from Catalis will give a
presentation to your departments and other stakeholders showing how they can greatly benefit from
using Request Management Enterprise. Your project managers will answer any questions the
Division may have during this time. Following the presentation, the Catalis team will meet with
additional stakeholders to discuss their involvement.
Administrator Training - Our PM will be in touch with you and your "admin" users to schedule a time
to have your first webinar. This first webinar, Administrator Training, is directed towards power users
of Request Management Enterprise. These will be users who will be making additions, changes, or
overlooking Request Management Enterprise. During this webinar you will get a much better
understanding of how the requirements needed for implementation will drive the performance of
Request Management Enterprise. You will be provided with an in-depth view of how Request
Catalis Order Form Page 119
Exhibit "A" - 19
DocuSign Envelope ID: DF70CG8D-50114E51-92CF-DE763115C5D8
Agreement No. 6959
3025 Windward Plaza, Suite200
Alpharetta, GA 30005
No.: 006 Ph 000006pQwKIAU
Order Form Date: 4/16/2024
Management Enterprise works. The PMs will give many examples and answer any questions you may
have during this call. This webinar is followed by additional webinars as the project moves along.
P ase 2. Implementation
During your introductory call with your project managers from Catalis, they will provide you with a
list of requirements needed for implementation. They will work with you and other departments to
gather this data. A call will be setup between your IT and GIS departments to discuss additional data
the Catalis team will need. The minimal data needed for implementation will be:
• Citizen Record Database - Names and addresses for citizens within you municipality.
Voter's registration data is recommended. Previous records from existing systems can
also be used and imported from the Catalis side.
• Users List - A list of users who will be using Request Management Enterprise. This will
be anyone receiving notifications or entering calls into Request Management
Enterprise. Their email addresses will need to be provided. If you will be using SSO
with ADFS or Azure AD please provide this list.
• List of Departments - A full list of departments at your municipality. Request
Management Enterprise can report on Service Request Types and the responsible
department.
• Service Request Types - Service requests are requests for help; service request types
are the reasons that help is necessary. They also are key items for which an
organization needs data to report on to enhance services and performance.
• Routes - Routes are the departmental experts - individuals or groups - responsible for
resolving service requests.
• Escalation Routes - Additional routes that will be notified if the request hasn't been
taken care of during a certain time period. You will decide on this time frame and who
will be notified.
• GIS Layers -Your Project Managers from Catalis will work with your GIS departments
on the integration of GIS layers via ESRI.
Product Enhancements
Knowledge Base Articles - A knowledge base is a centralized repository for
information, a database of related information about a particular subject. Similar to
Frequently Asked Questions, this will be built out to related Service Request Types.
Prompts & Scripts - Information that is related to a request type that may provide you
with information to give out to a submitter or with questions to help you collect
information.
Catalis Order Form
Exhibit "A" - 20
Page120
DocuSign Envelope ID: DF70008D-5011.4E51-92CF-DE763115C5D8
Agreement No. 6959
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006P h000006pQwKIAU
Order Form Date: 4/16/2024
• Notification Content - This is information about request resolution expectations, for
example, that an organization can "push" to submitters. It is delivered in the initial
receipt email when notifications are enabled.
* Custom Fields -Afield type that you can create to collect data that Request
Management Enterprise doesn't.
• Reusable Comments - Information snippets that you may use over and over again. You
can add your own or use a global comment that has been added for everyone's use.
• Schedule Reports - Reports can be custom built and delivered at your schedule.
• "Places" Lookup - A place is a landmark, place, or building that is more known by
name than address. Rather than searching for an address, citizens can search by
Places when entering the location of a request.
During this phase Catalis will also work with you on configurations within Request Management
Enterprise. These configurations will include;
• Setting up Request Management Enterprise Email Address
• Build Email Templates - By default Request Management Enterprise will provide
canned email templates. You will have the option to build these out and brand them
to best fit your municipality.
• SSO setup - Connect to your Azure AD or ADFS environment. (if available)
• Enable Auto-call/SMS - Setting up Request Management Enterprise with phone
numbers for auto -call back and text messaging.
• Develop a Call Script- With auto -call turned on you will develop text associated with
your municipality.
• Configure Calendar on Escalations - Setup calendar to eliminate escalation count on
weekends or during holidays.
• Add Intake - Designated email, or SMS for requests coming in. Create and add
accounts to Request Management Enterprise as another way to intake Service
Requests.
Phase : Branded AP
Your branded app integrates with your installation of RME to allow your citizens to submit requests
for service from their smart phone or tablet and show you the problem by sending a photo of the
issue. This is key element, but you don't have to stop there. There's really no limit to what you can
incorporate into your app. You will work with the Catalis team on deciding which additional app
elements work best for your municipality. The Web Design team from Catalis will work closely with
you building out the following:
Catalis Order Form
Exhibit "A" - 21
Page121
DocuSign Envelope ID: DF70C08D-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
,,`Y.° 'Catalis
025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No,: 0 0 6 P h 0000 06 p Qw K IA U
Order Form Date: 4/16/2024
• App Name - Try to relate your title to your organization or your project with a name that
promotes your 311 center, if applicable, or some interaction between you and your citizens.
• Splash Screen Image - The first screen image of your app that users see as it loads, opens and
takes you to the home screen.
• Images - Images that can be changed on demand that show off your municipality.
• Icon - Essentially your app logo.
• Buttons or App Elements - Aside from submitting a request, what else would you like the app
to do for your citizens.
Building out the branded app typically takes 4-6 weeks from start to publish. This can begin during
the early phases of the project. Client must have their own developer account with Apple so we can
publish the app on your behalf.
khase :5: Tirainiq & Salt Launch
Training dates will be set up for you and your staff planning to use Request Management Enterprise.
This will include online webinars from our Educational Department. You and your staff will have full
access to Catalis Academy which offers several learning opportunities as well. The Academy offers
online training courses consisting of videos and live online webinars. During this phase you and your
team will:
• Set Date & Location for Training
• Provide Memo to Your Users about Request Management Enterprise
• Distribute Info about Prerequisite Training - Catalis Academy will guide your team through a
process that's meant to help more easily grasp the new software and processes you're going
to put into place. This is done before onsite training begins.
• User Webinar training -One user session will take place online via webinar, These sessions
will be geared towards user - responder, call taker or admin.
• Soft Launch - You are now live! Directly after training your soft launch will begin,
During the Soft Launch Phase your staff will be adding calls and requests into Request Management
Enterprise. This is the time where your staff will become familiar with the features and benefits of
Request Management Enterprise.
Phase 6: FuL Launch
Congratulations! At this final stage you will begin the rollout and announcement of Request
Management Enterprise to the public! Catalis's marketing team will be in touch during this time to
discuss and develop ways to market Request Management Enterprise and your branded mobile app
to your community. This exciting phase will include:
• Request Management Enterprise Webform -Introducing the Request Management
Enterprise webform onto your municipal website. You will work with the Catalis team to
Catalis Order Form
Exhibit "A" - 22
Page122
DocuSign Envelope ID: DF70008D-5011-4E51-92CF-DE763115C5D8
Agreement No. 6959
Catalis
3025 windward Plaza, Suite 200
Alpharetta, GA30005
No.: 006 P h000006 pQw K lA U
Order Form Date:4/16/2024
decide on which elements you want to include or make a requirement on the webform. The
webform is responsive and will be styled to match your website.
Marketing - Discuss outboard marketing campaign. Some of these methods will include
reaching out to local news outlets, connecting to your citizens through social media and
more.
After the Full Launch has been deployed the Catalis team will regularly be in touch to setup reviews,
During this time you will discuss improvements and exciting new updates with the Catalis team!
Catalis Order Form
Exhibit "A" - 23
Page123