HomeMy WebLinkAboutC2021-219 - 9/7/2021 - ApprovedService Agreement - Lance, Soll & Lunghard, LLC Page 1 of 8
SERVICE AGREEMENT NO. 3414
GASB 87 Compliant Lease & GASB 96 Subscription Based
Information Technology Arrangements Compliant Accounting
Software
THIS GASB 87 Compliant Lease & GASB 96 Subscription Based Information
Technology Arrangements Compliant Accounting Software Agreement ("Agreement")
is entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation (“City”) and Lance, Soll & Lunghard, LLP (“Contractor"), effective upon
execution by the City Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has bid to provide GASB 87 Compliant Lease & GASB 96
Subscription Based Information Technology Arrangements Compliant Accounting
Software in response to Request for Bid/Proposal No. 3414 (“RFB/RFP”), which RFB/RFP
includes the required scope of work and all specifications and which RFB/RFP and the
Contractor’s bid or proposal response, as applicable, are incorporated by reference
in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in
its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide GASB 87 Compliant Lease & GASB 96 Subscription
Based Information Technology Arrangements Compliant Accounting Software
(“Services”) in accordance with the attached Scope of Work, as shown in
Attachment A, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2.
2. Term.
(A)This Agreement is for six years. The parties may mutually extend the term
of this Agreement for up to zero additional zero-year periods (“Option Period(s)”),
provided, the parties do so in writing prior to the expiration of the original term or
the then-current Option Period.
(B)At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days’ written notice to the other Party.
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3.Compensation and Payment. This Agreement is for an amount not to exceed
$116,833.00, subject to approved extensions and changes. Payment will be made
for Services performed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City’s discretion, be allocated for use in the next Option Period.
The Compensation related to the GASB 96 solution (in the amount not to exceed
$32,711) is included in the above total, but will not be applicable to this
Agreement unless and until the City has been given a chance to test the GASB 96
solution, as laid out in Attachment A, and has determined that the solution
adequately serves the needs of the City. If the City determines that the GASB 96
solution is insufficient to meet the City’s needs, the City will have no obligation to
purchase that solution nor make any payments to Contractor related to the GASB
96 solution or its implementation.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City’s Contract Administrator for this Agreement is as follows:
Martha Messer
Finance Department
(361) 826-3624
MarthaMe@cctexas.com
5. Insurance; Bonds.
(A)Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days’
advance written notice of cancellation, material change in coverage, or intent
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not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond’s terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item’s
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City’s invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
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(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City’s actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City’s product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City’s City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. In performing the Services, the Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
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IF TO CITY:
City of Corpus Christi
Attn: Martha Messer
Chief Accountant
1201 Leopard Street, Corpus Christi, TX 78401
Phone: (361) 826-3624
Fax: (361) 826-3601
IF TO CONTRACTOR:
Lance, Soll & Lunghard, LLP
Attn: Gail Gray
Technology Partner
203 N. Brea Blvd, Suite 203, Brea, CA 92821
Phone: (936) 828-4587
Fax: n/a
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City may terminate this Agreement for Contractor’s failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
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notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner’s manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City’s maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor’s bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 “Certificate of Interested Parties” as part of this Agreement if required
by said statute.
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25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
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CONTRACTOR
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
________________________________________________
Josh Chronley
Assistant Director, Contracts and Procurement
Date: _________________________
APPROVED AS TO LEGAL FORM:
_____________________________________________________
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 3414
Exhibit 2: Contractor’s Bid/Proposal Response
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Gail Gray
Partner
8/12/2021
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9/7/2021
___________________Authorized By
Council ________________________
M2021-173
09-07-2021
9/8/2021
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
Attachment A: Scope of Work
1. General Requirements
Contractor (Lance, Soll & Lunghard, LLP (LSL)) shall provide Client with cloud-
based software to account for leases and leased assets in compliance with
Government Accounting Standards Board (GASB) Pronouncement
Statement No. 87 Leases, through separate subscription agreement
between the City and LeaseQuery, LLC, and No. 96 Subscription Based
Information Technology Arrangements (SBITA), through a solution with an
unknown product name that is under development, for both governmental
and business-type funds, including reporting at detailed and summary
levels, journal entries, and other disclosures, and implementation services.
A. The City has approximately 50 operating leases as lessor, including Airline
leases that will need to be split into regulated and unregulated lease
components.
B. The City has approximately 15 leases as lessee.
C. The City has Master Service Agreements for copiers and computer
equipment with assets used in both governmental and business-type
funds.
D. The City has approximately 30 SBITA’s.
2. Accounting Software Requirements
A. Software shall have Government-wide and Fund-based Accounting and
Reporting for both the lessee and lessor, and for both governmental and
business-type funds.
B. Software shall be able to calculate the right of use asset and lease liability
as lessee and lease receivable and deferred inflow as lessor.
C. Software shall have audit trail of individuals making changes.
D. Software shall have amortization table generation. Software must be
able to handle payment schedules that change over time, free rent,
lease incentives, payments in advance, in arrears, middle of month,
monthly, quarterly, annually. Must be able to generate these
amortizations for lease agreements that do not provide amortization
information.
E. Software shall be able to report in excel the journal entries required for
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entire life cycles of leases; commencement, interim, modification,
impairment, extension and termination, and lease modification. City
does not intend to interface journal entries directly from the software into
City’s General Ledger.
F. Software shall have reports to use for GASB 87 lease disclosures and GASB
96 SBITA disclosures in the financial statement footnotes. Leases in
governmental and business-type funds must be reported separately per
GASB 87 and GASB 96.
G. Software shall export and import lease data through a mechanism such
as MS Excel.
H. Software shall have the ability to upload signed copy of leases and other
documentation.
I. Software shall have alert notifications for lease deadlines and renewals.
J. Software shall have the ability to allocate Master Service Agreement-
type leases to multiple funds and to both governmental and business-
type funds.
3. Scope of Work
A. The Contractor shall provide an off the shelf software tool to provide
GASB 87 and GASB 96 accounting and reporting as described in 4.1-
General Requirements and 4.2 Accounting Software Requirements.
B. Software shall have updates to accommodate new Lease and SBITA
accounting or reporting requirements including changes in generally
accepted accounting principles, Governmental Accounting Standards
Board standards and Government Finance Officers Association
requirements whenever such changes occur.
C. Implementation of GASB 87 will be effective with the City’s financial
statements dated September 30, 2022. These financial statements will
include reporting and restating of beginning balances as of October 1,
2021. Accordingly, the Contractor shall provide implementation of lease
accounting software initially with all then-current leases to be completed
by September 30, 2021, or within 60 days thereafter, and final
implementation to be completed by September 30, 2022, or within 60
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days thereafter. The initial implementation work shall be started as early
as possible.
D. The Parties understand and agree that the solution for GASB 96, with an
unknown product name, is still in development by Contractor, but that
Contractor is committed to providing this solution. Prior to beginning the
implementation process provided in E below, the Contractor will allow
the City a 30-day testing period of the developed solution once it is
available. Prior to the end of that 30-day period, the City may notify the
Contractor that the GASB 96 solution is insufficient for required purposes
or incompatible with the City’s needs, in which case, the City will not be
required to purchase the GASB 96 solution and any portion of this
Agreement related to the GASB 96 solution will terminate. No payment
will be required for the 30-day testing period.
E. Implementation of GASB 96 will be effective with the City’s financial
statements dated September 30, 2023. These financial statements will
include reporting and restating of beginning balances as of October 1,
2022. Accordingly, the Contractor shall provide implementation of SBITA
accounting software initially with all then-current SBITAs to be completed
by September 30, 2022, or within 60 days thereafter, and final
implementation to be completed by September 30, 2023, or within 60
days thereafter. The initial implementation work shall be started as early
as possible. The City understands that a separate subscription agreement
will likely be needed for this unknown pending product as the
subscription agreement with LeaseQuery, LLC, does not include a GASB
96 solution.
F. The Contractor shall train no less than three City users on how to use the
software.
G. During the implementation periods, the Contractor shall provide a
detailed user manual that covers all functions necessary to comply with
GASB 87 and GASB 96 including entering and modifying leases and
SBITAs and creating and generating reports.
H. The Contractor shall provide maintenance and support year-round. End
user and technical support shall be available at a minimum of 8: 00am –
5:00pm CT. Support calls are to be handled within three hours, although
calls should be handled much faster than that.
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Attachment C: Insurance Requirements
A. CONTRACTOR’S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor, to commence work until all similar insurance
required of any subcontractor has been obtained.
2. Contractor must furnish to the City’s Risk Manager and Contract Administer one (1)
copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City’s
Risk Manager. The City must be listed as an additional insured on the General liability
and Auto Liability policies by endorsement, and a waiver of subrogation endorsement
is required on all applicable policies. Endorsements must be provided with Certificate
of Insurance. Project name and/or number must be listed in Description Box of
Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
ERRORS & OMMISSIONS $1,000,000 Per Occurrence
$1,000,000 Aggregate
3. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
B. ADDITIONAL REQUIREMENTS
1. Applicable for paid employees, Contractor must obtain workers’ compensation
coverage through a licensed insurance company. The coverage must be written on
a policy and endorsements approved by the Texas Department of Insurance. The
workers’ compensation coverage provided must be in statutory amounts according
to the Texas Department of Insurance, Division of Workers’ Compensation. An All
States Endorsement shall be required if Contractor is not domiciled in the State of
Texas.
2. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis by companies authorized and admitted to
do business in the State of Texas and with an A.M. Best's rating of no less than A- VII.
3. Contractor shall be required to submit renewal certificates of insurance throughout
the term of this contract and any extensions within 10 days of the policy expiration
dates. All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
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Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional
insureds by endorsement with regard to operations, completed operations, and
activities of or on behalf of the named insured performed under contract with the
City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide 30 calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not less
than 10 calendar days advance written notice for nonpayment of premium.
5. Within 5 calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to suspend
Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
6. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and within
the time herein required, the City shall have the right to order Contractor to stop work
hereunder, and/or withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor’s performance of the work covered
under this contract.
8. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations under this contract.
9. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
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2020 Insurance Requirements
Ins. Req. Exhibit 7-B
IT Contracts - Software Support, Configuration, Implementation or Maintenance
06/08/2020 Risk Management – Legal Dept.
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Attachment D: Warranty Requirements
No warranty is required for this service agreement.
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ADDENDUM TO SUBSCRIPTION AGREEMENT
FOR GOVERNMENTAL ENTITIES
This addendum (this “Addendum”), effective as of the date last signed below, supplements and amends the
terms of the Subscription Agreement entered into by and between LeaseQuery, LLC (“LeaseQuery”) and The City of
Corpus Christi (“Client”) on Subscription Agreement (as amended, the “Subscription Agreement”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Subscription Agreement. In the event of a conflict
between this Addendum and the Subscription Agreement, this Addendum shall control solely to the extent of such
conflict. The parties hereto agree to amend the Subscription Agreement as set forth below, effective as of the date this
Addendum is last signed below.
1. The term "Sales Order," as used throughout the Subscription Agreement, includes the Service Agreement
between the Client and Lance, Soll, Lunghard, LLC ("LSL"), through which LSL has agreed to provide a
software solution for GASB 87 and GASB 96 (if one is timely available and found by the City to be sufficient
for its needs).
2. Governing Law. The parties hereby agree that all matters arising out of or relating to this Addendum, the
Subscription Agreement or any Sales Order shall be governed, construed and enforced in accordance with
the laws of the State of Texas, without reference to the conflicts of law principles that would require the
application of any other law.
3. No Arbitration; Exclusive Jurisdiction. Solely to the extent required by applicable law, any mandatory
arbitration provision in the Subscription Agreement is hereby removed and, in its place, the following shall
apply:
The parties hereby irrevocably submit to the exclusive jurisdiction of the federal or state
courts located in Corpus Christi, Texas for purposes of any suit, action or other proceeding
arising from this Addendum, the Subscription Agreement or any Sales Order, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof or thereof, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in such courts or that
the venue thereof may not be appropriate or that this Agreement or any such document may
not be enforced in or by such courts. Each of the parties hereby consents to and grants any
such court jurisdiction over the person of such parties and over the subject matter of any
such dispute.
4. Indemnification by Client. Solely to the extent required by applicable law, any obligation of Client to
indemnify LeaseQuery or its affiliates or subcontractors under the Subscription Agreement is hereby deleted.
Except as expressly amended or supplemented hereby, the Subscription Agreement shall remain in full force and effect
in accordance with its terms. The Subscription Agreement, as modified and supplemented by this Addendum,
constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior
understandings, proposals, negotiations and communications, oral or written, between the parties or their
representatives with respect to the subject matter hereof.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Subscription
Agreement as of the date last signed below.
LeaseQuery, LLC
By:
Name: Chris Ramsey
Title: Chief Revenue Officer
Date:
Client: The City of Corpus Christi
By:
Name:
Title:
Date:
DocuSign Envelope ID: 8443824F-E7AA-4818-B971-7C55157B83FB
8/11/2021
DocuSign Envelope ID: 7E34F5E7-9351-44DB-9279-A33D296F5989
9/8/2021
Josh Chronley
AD of Contracts & Procurement
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11/1/19
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT, by and between LeaseQuery, LLC, a Delaware limited liability company (“LeaseQuery”),
and The City of Corpus Christi (“Client”), is effective as of the date last signed below (the “Effective Date”). In consideration for the
mutual covenants and agreements contained in this Agreement (as defined below), the parties agree as follows:
1. DEFINITIONS.
1.1 “Accounting Standards” means FASB ASC Topic 840, FASB ASC Topic 842, and either (as elected by Client during
implementation) (i) IFRS 16 or (ii) GASB No. 13 and GASB No. 87.
1.2 “Aggregated Data” means anonymized or aggregated data derived from the operation of the Solution, including, without
limitation, aggregated information about leases or Records, reports generated by the Solution and performance results for the Solution
and any derivative works of any of the foregoing.
1.3 “Agreement” means this Subscription Agreement, including any schedules, addenda and exhibits hereto.
1.4 “Business Day” means any day on which the New York Stock Exchange is open for unrestricted trading.
1.5 “Certified Service Partner” means any third party that is a member of LeaseQuery’s certified service partner program, which
requires, as a condition to such membership, that the participating organization, among other things, successfully complete LeaseQuery’s
Certified Service Partner training program and enter into a certified service partner agreement with LeaseQuery.
1.6 “Client” has the meaning set forth in the preamble.
1.7 “Client Data” means Client’s lease data entered into the Solution, including, without limitation, the type and location of
leased assets, rent schedules, critical lease dates and certain other lease terms and conditions.
1.8 “Client Feedback” means suggestions, enhancement requests, recommendations or other feedback provided by Client or its
personnel relating to the operation or functionality of the Solution or the content of the Documentation.
1.9 “Confidential Information” means (i) information that is marked by the disclosing party as “confidential,” (ii) whether or not
marked as “confidential,” information of a party of a special and unique nature and value relating to such matters as trade secrets, know-
how, systems, programs, developments, designs, procedures, manuals, products, financial statements or forecasts, confidential reports
and communications, in each case whether such information is shared prior to or during the term of the Sales Order, and (iii) with respect
to LeaseQuery’s Confidential Information, the terms and conditions of this Agreement, any Sales Order, or any drafts thereof, including
without limitation all terms relating to pricing. “Confidential Information” shall not include Aggregated Data.
1.10 “Dispute” means any controversy or claim between the parties arising out of or relating to this Agreement, any Sales Order,
or the breach, termination, enforcement, interpretation or validity thereof, or any services provided under this Agreement or such Sales
Order, whether in contract, tort or otherwise.
1.11 “Documentation” means the user instructions and specifications for the Solution described in the Solution, as may be updated
by LeaseQuery from time to time.
1.12 “Effective Date” has the meaning set forth in the preamble.
1.13 “FASB ASC Topic 840” means Accounting Standards Codification® Topic 840, Leases, as promulgated by the Financial
Accounting Standards Board.
1.14 “FASB ASC Topic 842” means Accounting Standards Codification® Topic 842, Leases, as promulgated by the Financial
Accounting Standards Board (or any successor standard), as may be modified by the Financial Accounting Standards Board from time
to time.
1.15 “Force Majeure Event” means any event that is reasonably beyond the control of either party, including, without limitation,
acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the Effective Date, fire, communication line
failures, power failures, earthquakes, or other disasters.
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1.16 “GASB No. 13” means Statement No. 13 of the Governmental Accounting Standards Board®, Accounting for Operating
Leases with Scheduled Rent Increases.
1.17 “GASB No. 87” means, commencing with Client’s fiscal year-end financial statements for fiscal years beginning after
December 15, 2019, Statement No. 87 of the Governmental Accounting Standards Board®, Leases, as may be modified by the
Governmental Accounting Standards Board® from time to time.
1.18 “IFRS 16” means International Financial Reporting Standards (IFRS) 16, Leases, as promulgated by the International
Accounting Standards Board (or any successor standard), as may be modified by the International Accounting Standards Board from
time to time.
1.19 “Implementation” means the period during the first 60 days after the Effective Date.
1.20 “In-Scope CSP Services” means only the following types of services, as they relate to Client’s use of the Solution: (i)
Populating, for or on behalf of Client, the bulk upload template described in Section 2.3(b) of this Agreement with all necessary lease
data in order to enable LeaseQuery to perform a bulk upload of Client’s lease data to the Solution, (ii) manually analyzing, on behalf of
Client, Client’s leases and any amendments thereto and entering any related Records into the Solution, and (iii) uploading the lease
agreements (as source documents) and attaching each such agreement to the associated Record in the Solution.
1.21 “Initial Term” means the initial term of the applicable Sales Order, as set forth in such Sales Order; provided, however, that
if such Sales Order does not contain an Initial Term, the Initial Term shall be one year, commencing on the date such Sales Order is last
signed by the parties.
1.22 “Intellectual Property Rights” means any and all common law, statutory and other intellectual property rights, including,
without limitation, copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any
applicable laws anywhere in the world, and all moral rights related thereto.
1.23 “LeaseQuery” has the meaning set forth in the preamble.
1.24 “NDA” means any confidentiality or nondisclosure agreement (or other agreement with a similar purpose) entered into by
the parties hereto or their respective affiliates in consideration of potentially entering into the business relationship governed by this
Agreement.
1.25 “Outstanding Sales Order” has the meaning set forth in Section 6.1 of this Agreement.
1.26 “Preexisting Materials” means all items of property (including, without limitation, equipment and Intellectual Property
Rights) that such party owned prior to the provision of the Professional Services.
1.27 “Professional Services” means any professional or consulting services provided by LeaseQuery to Client, including, without
limitation, services related to lease review, lease analysis, lease entry, lease entry error review, reconciliation, initial Client setup
services, onsite or web-based training of Client personnel, conversion of lease documents to searchable files, lease accounting consulting
services, market analysis for lease terms, and other professional and consulting services.
1.28 “Record” means any individual record with a unique identifier that is entered into and stored in the Solution. A single leased
asset may be comprised of multiple Records (such as for land and improvements), and a single contract may provide for multiple leased
assets.
1.29 “Renewal Term” has the meaning set forth in Section 6.1 of this Agreement.
1.30 “Sales Order” shall mean any sales order or statement of work (as may be amended by a change order, amendment or
otherwise, from time to time) that (i) describes the services to be provided by LeaseQuery and the fees related thereto, (ii) specifically
incorporates by reference the terms and conditions of this Agreement, and (iii) is signed by both parties.
1.31 “Sensitive Personal Information” means an individual’s (i) government-issued identification number, including without
limitation a Social Security number, driver’s license number, or state-issued identification number, (ii) financial account number, credit
reporting information, or credit, debit or other payment cardholder information, with or without any required security or access code,
personal identification number, or password that permits access to the individual’s financial account, or (iii) biometric, genetic, health
or health insurance data.
1.32 “Solution” means the specific software-as-a-service application to which Client subscribes pursuant to the applicable Sales
Order.
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1.33 “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments
of any nature, including, without limitation, value-added, excise, sales, use or withholding taxes.
1.34 “Third-Party Links” means any links contained in the Solution to, or integrations, connections or interactions (whether
through an application program interface (API) or otherwise with, software or websites of third parties.
1.35 “Update” means a modification to the Solution or workaround to fix bugs, correct errors, maintain material compliance with
the Accounting Standards or improve the performance or efficiency of the Solution.
1.36 “Upgrade” means a new version or release of the Solution that adds new features, functional capabilities or other
improvements to the Solution, other than Updates.
2. SCOPE OF THE SERVICES.
2.1 Provision of Access to the Solution. During the term of the applicable Sales Order pursuant to which Client subscribes for
access to the Solution, LeaseQuery shall enable Client to access the Solution via a website hosted by LeaseQuery or its third-party
designee in accordance with and subject to the terms and conditions of the applicable Sales Order and this Agreement. LeaseQuery will
make commercially reasonable efforts to maintain availability of the Solution in accordance with the SLAs set forth in Exhibit A hereto,
but Client acknowledges and agrees that LeaseQuery shall not be responsible for any downtime of the Solution other than as set forth
in Exhibit A.
2.2 Updates. LeaseQuery will make commercially reasonable efforts to release Updates to the Solution as necessary to ensure that
throughout the term of the applicable Sales Order, the Solution operates in material compliance with the Accounting Standards, provided
that Client has paid all fees that are due under this Agreement and such Sales Order. Client acknowledges that LeaseQuery is not required
or obligated to provide any Updates or any Upgrades to the Solution other than those which are necessary for the Solution to continue
to operate in material compliance with the Accounting Standards. Any Updates or Upgrades that are not necessary for the Solution to
continue to operate in material compliance with the Accounting Standards may be offered separately with different pricing. Client agrees
that its purchase of the subscription and any Professional Services is not contingent on the delivery of any future functionality or features
or dependent on any oral or written public comments made by LeaseQuery regarding future functionality or features.
2.3 Professional Services. All Professional Services will be provided remotely. LeaseQuery may subcontract the performance of
the Professional Services or any part thereof. LeaseQuery will be responsible for the quality of any Professional Services by such
subcontractors to the extent LeaseQuery would be responsible to Client under this Agreement had LeaseQuery provided such
Professional Services. Unless otherwise set forth in an applicable Sales Order, each deliverable shall be deemed delivered and accepted
upon its delivery. LeaseQuery shall provide the following Professional Services in accordance with the terms of this Agreement
(including, without limitation, Section 5.3 of this Agreement) and the applicable Sales Order:
(a) Organizational Database Structure Setup and Training. LeaseQuery will coordinate with Client to structure Client’s
database in the Solution in a manner that is consistent with Client’s unique organizational structure as it relates to
consolidated financial reporting. In order to complete this implementation step and any of the steps in the following
subparagraphs, during Implementation, Client shall (i) designate a point person at Client’s corporate office (such as a
controller) to serve as project manager for Client, (ii) provide LeaseQuery with, as applicable, an accurate, complete
and detailed explanation of Client’s cost centers, profit centers, business units, divisions, regions and locations, (iii)
within no more than 30 days after LeaseQuery’s request, provide LeaseQuery with Client’s accurate and complete
organizational structure chart showing which leases roll-up into which entities, and if and how those entities roll-up
into a parent entity for financial reporting purposes, and (iv) provide any other information requested by LeaseQuery
in order to complete this implementation step. In addition, LeaseQuery personnel will be available during
Implementation to conduct a remote training session (not to exceed four hours) to educate Client’s authorized users
on the Solution. In the event Client requests any additional training, LeaseQuery may provide such training at its then-
current applicable hourly rates pursuant to subparagraph (d) of this section.
(b) Bulk Record Template Configuration and Upload. Solely to the extent included in the Sales Order, LeaseQuery will
review with Client a standard template for the bulk upload of Records. During Implementation, Client will populate
the template with all necessary lease data and provide LeaseQuery with the properly populated template in Microsoft
Excel, which LeaseQuery will use to perform a bulk upload of such Records into the Solution; provided, however,
that any time devoted by LeaseQuery to correcting errors in the Client-populated template in excess of eight (8) hours
shall not be included in the fee for this service and will be invoiced separately at LeaseQuery’s then-current standard
hourly rates. Client acknowledges that it may be necessary or more efficient to manually enter leases with complex
or nonstandard terms (such as real estate leases with escalation clauses, for example). For the avoidance of doubt, this
implementation service is limited to the bulk upload of lease data in order to create Records in the Solution, and it
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does not include the upload of any source documents, such as lease agreements, which may be uploaded by Client or,
at Client’s request, by LeaseQuery pursuant to the following subparagraph.
(c) Lease Analysis and Record Entry. Solely to the extent set forth in the Sales Order, LeaseQuery will analyze Client’s
leases provided by Client in the format requested by LeaseQuery and enter any related Records into the Solution. If
requested by Client, LeaseQuery will also upload the lease agreements (as source documents) and attach each such
agreement to the Record to which it relates. If, pursuant to the Sales Order, Client purchases an initial implementation
package for lease analysis and Record entry services covering up to a certain number of Records (typically referred
to as “Option 1” in the Sales Order), during Implementation Client will provide LeaseQuery with all information (in
the format requested by LeaseQuery) necessary to analyze such leases, enter the Records and perform any other
Professional Services related thereto.
(d) Other Professional Services. As part of the implementation of the Solution and/or on an ongoing basis, LeaseQuery
may provide additional Professional Services in the form, type and manner mutually agreed by the parties, subject to
the terms of this Agreement and any applicable Sales Order.
2.4 Limitations of Services. Client acknowledges that LeaseQuery is not a registered public accounting firm, and some or all of
the Professional Services may be performed by individuals who are not certified public accountants. LeaseQuery’s performance of
services, including the provision of access to the Solution and the performance of any Professional Services, does not constitute an audit
in accordance with generally accepted auditing standards, an examination of or any other form of assurance with respect to internal
controls, or other attestation, review or compilation services in accordance with standards or rules established by the American Institute
of Certified Public Accountants, the Public Company Accounting Oversight Board or any other regulatory body. LeaseQuery will not
express, and will not be deemed to have expressed, an opinion or any other form of assurance with respect to any matters as a result of
the performance of any such services, including with respect to Client’s financial statements or Client’s operating or internal controls.
LeaseQuery will not perform, and will not be deemed to have performed, any evaluation of Client’s internal controls and procedures for
financial reporting upon which Client’s management can base its assertions in connection with the Sarbanes-Oxley Act of 2002, as
amended, or any related rules or regulations. LeaseQuery will not make any representations or warranties and will not provide any
assurances that Client’s disclosure controls and procedures are compliant with the certification requirements of, or that Client’s internal
controls and procedures for financial reporting are effective as required by, any applicable law. Neither the Solution nor any Professional
Services may be relied upon to identify errors or fraud should they exist. Client acknowledges and agrees that LeaseQuery is not, and
will not agree to be named as, an expert under the Securities Act of 1933, as amended, or any other state or federal securities laws.
3. CLIENT DUTIES AND RESPONSIBILITIES.
3.1 Use of Output and Professional Services. Client’s access to the Solution and Client’s use of any outputs therefrom, all
Professional Services and all other deliverables by LeaseQuery, shall be solely for Client’s benefit and are not intended to be relied
upon, and shall not be relied upon, by any other party. Client shall not disclose the outputs, Professional Services or other deliverables,
or refer to the Solution, outputs therefrom, Professional Services or other deliverables, in any communication to any third party other
than (i) Client’s independent auditors solely in connection with their audit of Client’s financial statements, or (ii) Certified Service
Partners solely for the purpose of providing In-Scope CSP Services for Client and provided such Certified Service Partners comply with
the restrictions set forth in this sentence. In the event Client creates its own materials based on the content of the outputs, Professional
Services or other deliverables for disclosure to a third party, Client shall not in any way, expressly or by implication, attribute such
materials to LeaseQuery or identify LeaseQuery as the source of the content reflected in such Client-created materials.
3.2 Restrictions on Use of the Solution. Client shall not (i) use the Solution in any way that violates the terms of this Agreement,
the Documentation, any applicable Sales Order or applicable law; (ii) modify, copy or create any derivative works based on, or reverse
engineer or decompile, the Solution, Documentation or any portion thereof; (iii) attempt to license, sell, resell, rent, lease, transfer,
assign, distribute, time share, offer in a service bureau, or otherwise share Client’s access to the Solution with any third party, except
that such access may be shared as permitted under this Agreement with Client’s employees (provided that separate login credentials are
created for and used by each authorized user) and, solely for the purpose of providing In-Scope CSP Services for Client, a Certified
Service Partner; (iv) use Client’s access to the Solution or Documentation for any benchmarking or competitive purpose or to build or
design any commercially available product or service; (v) interfere with or disrupt performance of the Solution or the data contained
therein; (vi) attempt to gain access to the Solution or LeaseQuery’s related systems or networks in a manner not set forth in this
Agreement; (vii) use Client’s access to the Solution to send or store infringing, obscene, threatening, or otherwise unlawful or tortious
material, including, without limitation, material that violates privacy, confidentiality, Intellectual Property Rights or other rights of third
parties; or (viii) share any Sensitive Personal Information with LeaseQuery or enter, or cause or request to be entered, any such
information into the Solution; or (ix) access the Solution for the benefit of, or for any purpose if Client is, a competitor of LeaseQuery.
Client shall be liable for the acts and omissions of all Client-authorized users relating to this Agreement or any Sales Order. LeaseQuery
may alter, suspend or discontinue all or a portion of Client’s access to the Solution if LeaseQuery reasonably suspects that (a) Client’s
access to the Solution may be causing harm to LeaseQuery or other users, or (b) such suspension is necessary to comply with law or a
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request from a law enforcement agency or to prevent, remediate or mitigate an actual or potential security incident. LeaseQuery will use
commercially reasonable efforts to resolve the issues causing the suspension of Solution. Client agrees that no information obtained
through the Solution or the Professional Services will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to
proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects
unless authorized by the U.S. government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are
subject to change without notice, and Client must comply with the list as it exists in fact. Client certifies that neither it nor any of its
users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially
Designated Nationals List. Client shall reimburse LeaseQuery for all costs incurred in enforcing the use restrictions in this Section,
including, without limitation, attorneys’ fees, legal costs, and court or arbitration costs.
3.3 Responsibility for Client Data. Client is exclusively responsible for its financial statements and the accuracy, quality and
legality of all Client Data, including, without limitation, obtaining all required authorizations, permissions and consents necessary for
LeaseQuery and its contractors and subcontractors to access and use the Client Data in accordance with this Agreement. LeaseQuery
shall not be responsible for (i) any Client Data entered into the Solution by Client, or (ii) any judgments made (whether by Client or
LeaseQuery) with respect to any inaccuracies, ambiguities or inconsistencies in any lease agreement containing Client Data. Client is
responsible for the use of the output which it obtains from the Solution. Client acknowledges that the Solution shall not serve as Client’s
sole repository for its lease documentation. Although copies of Client’s lease documentation may be stored in the Solution, Client shall
retain the original documentation or copies thereof.
3.4 Responsibility for Users and Authentication Credentials. Client shall (i) be responsible for safeguarding its user names and
passwords, (ii) be responsible for the identification and authentication of its users and any access, whether or not authorized by Client,
to the Solution that results from the actions or omissions of Client or any of its personnel, and (iii) notify LeaseQuery promptly of any
unauthorized access or use.
3.5 Cooperation with Provision of Professional Services. Client shall cooperate reasonably and in good faith with LeaseQuery in
the execution of the Professional Services by, without limitation, (i) attending and actively participating in scheduled meetings; (ii)
promptly providing complete, accurate and timely information, data and responses as requested by LeaseQuery; and (iii) promptly
completing any other tasks or approvals that are reasonably necessary to enable LeaseQuery to efficiently complete the Professional
Services.
3.6 Certified Service Partners. In the event that Client elects to engage any Certified Service Partner to provide any In-Scope CSP
Services, Client (i) acknowledges and agrees that any services provided by any Certified Service Partner shall be provided directly to
Client, solely for the benefit of and reliance by Client, and subject to any terms or conditions that may be entered into directly between
Client and such Certified Service Partner; (ii) acknowledges and agrees that no such Certified Service Partner shall be deemed a
subcontractor, agent or client of LeaseQuery, and LeaseQuery shall have no responsibility for, and shall have no obligation to review,
any services provided by any Certified Service Partner; and (iii) hereby releases LeaseQuery from any claims arising out of or relating
to any services provided by any Certified Service Partner for Client.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1 Ownership; Reservation of Rights. LeaseQuery owns and reserves all right, title and interest in and to the Solution,
Documentation and other LeaseQuery Intellectual Property Rights. No rights are granted to Client under this Agreement or any Sales
Order other than as expressly set forth in this Agreement. Under no circumstance will Client have the right to access the object code or
source code for the Solution. By submitting Client Feedback, Client hereby assigns to LeaseQuery all right, title and interest in and to
such Client Feedback to LeaseQuery. LeaseQuery shall have no obligation to accept or incorporate Client Feedback, and Client shall
have no obligation to provide Client Feedback.
4.2 Client Data. Client agrees to allow LeaseQuery to collect Client Data and use Client Data for the purposes of providing the
Solution and performing the Professional Services and to create Aggregated Data. As between Client and LeaseQuery, Client owns all
Client Data, and LeaseQuery owns all Aggregated Data. Nothing in this Agreement shall be construed as prohibiting LeaseQuery from
utilizing the Aggregated Data for purposes of LeaseQuery’s business, provided that LeaseQuery’s use of Aggregated Data will not
reveal the identity, whether directly or indirectly by a reasonably foreseeable method, of Client, any individual or any specific data
entered by Client (or by LeaseQuery on behalf of Client) into the Solution.
4.3 Professional Services; Preexisting Materials. In connection with the provision of Professional Services, each party shall be
the sole and exclusive owner of all Intellectual Property Rights in and to its Preexisting Materials and any modifications, derivatives, or
improvements it makes thereto. Except as expressly set forth herein, both parties understand and agree that no license, right, title or
interest in any of the other party’s Preexisting Materials or Intellectual Property Rights is granted under this Agreement and neither
party will gain by virtue of this Agreement or any Sales Order any rights of ownership in any Intellectual Property Rights or Preexisting
Materials owned by the other party. Neither party shall make, have made, sell, offer to sell, use, disclose, reproduce, distribute, perform,
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display, modify, copy or create derivative works of any of the other party’s Preexisting Materials or Intellectual Property Rights in any
form or forum without the other party’s prior written consent. Notwithstanding the foregoing, during the term of this Agreement, Client
grants LeaseQuery a royalty-free, nonexclusive, nontransferable right to use Client’s Preexisting Materials and Client’s Intellectual
Property Rights to the extent necessary for LeaseQuery to perform the Professional Services requested by Client.
4.4 Indemnification for Infringement. Subject to Section 8 of this Agreement, LeaseQuery shall indemnify, defend and hold Client
harmless from and against any third-party claims or suits arising out of actual infringement by the Solution and the reports generated by
the Solution of the third-party’s Intellectual Property Rights, provided that (i) Client immediately notifies LeaseQuery in writing of the
third-party claim, (ii) Client tenders to LeaseQuery complete control of the defense, and (iii) Client cooperates with LeaseQuery in its
defense of the claim at LeaseQuery’s expense. These obligations of LeaseQuery do not apply with respect to claims arising out of or
related to Client Data or to portions or components of the Solution or reports generated by the Solution (A) that (in the case of reports
generated by the Solution) are modified (other than by LeaseQuery) after delivery by LeaseQuery, (B) where Client continues the
allegedly infringing activity after being notified thereof, or (C) where Client’s use of the Solution or reports generated by the Solution
is not in accordance with this Agreement and the applicable Sales Order. If LeaseQuery or Client is enjoined from providing access to,
or using, the Solution or LeaseQuery reasonably believes that LeaseQuery or Client will be enjoined, LeaseQuery shall have the right,
at its sole option, to obtain for Client the right to continue to access the Solution or to replace or modify the Solution so that it is no
longer infringing. If neither of the foregoing options is commercially practicable to LeaseQuery, then Client’s access to the Solution
may be terminated at the option of LeaseQuery and LeaseQuery shall refund or offset against other amounts due to LeaseQuery any
prepaid subscription fees prorated for the portion of the then-current term remaining after the effective date of the termination. The
obligations set forth in this paragraph shall be LeaseQuery’s sole and exclusive obligations, and Client’s sole and exclusive remedy, for
infringement.
5. FEES; CHARGES.
5.1 Invoices; Payment. Fees and expenses will be invoiced to Client in accordance with the terms and conditions of this Agreement,
unless otherwise agreed by the parties and set forth in the applicable Sales Order. All fees and expenses due under this Agreement or
any Sales Order shall be due and payable within thirty (30) days of the invoice date. Client shall provide LeaseQuery with complete and
accurate billing and contact information, including a valid email address for receipt of invoices, and shall promptly update LeaseQuery
with any changes to such information. Except as specifically set forth in this Agreement, all payment obligations are non-cancelable
and all payments made are non-refundable. Any payment not received from Client by the due date will accrue interest from the date
such payment is due until the date such payment is paid at the compounded monthly rate of the lesser of 2.0% of the outstanding balance
or the maximum rate permissible under applicable law. Client shall reimburse LeaseQuery for all costs incurred in collecting any overdue
payments and related interest, including, without limitation, attorneys’ fees, legal costs, court or arbitration costs and collection agency
fees.
5.2 Subscription Fees. LeaseQuery reserves the right to adjust the subscription fees in connection with any renewal of the Sales
Order. Any such change may be evidenced solely by the invoice submitted by LeaseQuery for such upcoming Renewal Term; provided,
however, that with respect to any increase in annual subscription fees by an amount that exceeds an annual, compounded rate of three
percent (3%), calculated from the Effective Date through the effective date of the increased fees, LeaseQuery must first provide such
invoice or other notice to Client at least 60 days before the end of the then-current term. Except to the extent the applicable Sales Order
specifically provides that subscription fees are to be calculated on a per-Record basis, all subscription fees are based on access rights
acquired and shall not be contingent on any actual access, the entry of any Records or the completion of any Client-requested software
integration or software development. In the event that an applicable Sales Order provides that additional or supplemental fees shall be
payable if a specified number of Records is exceeded (a “Record Threshold”), unless otherwise provided in such Sales Order, (i) the
number of Records to be measured against the Record Threshold shall be calculated as the maximum number of Records maintained by
the Solution at any time during the term of any Sales Order, and (ii) once such Record Threshold has been exceeded, such additional or
supplemental fees may be invoiced, and shall be payable, in advance for the remainder of the then-current term and shall be calculated
based on the number of full or partial months (without intramonth proration) from the date such Record Threshold is exceeded through
the end of the then-current term.
5.3 Fees for Professional Services. Unless otherwise agreed upon by the parties, all Professional Services specifically described in
a Sales Order shall be provided at the hourly or per-Record rate or fixed fee set forth in such Sales Order, provided that LeaseQuery
reserves the right to change such hourly or per-Record rates upon 60 days’ notice (which may be in the form of an invoice) in connection
with a renewal of the Sales Order. Any fees for lease analysis and Record entry services set forth in the Sales Order (whether paid
upfront based on a maximum number of Records or per-Record on an ongoing basis) include, for each Record, one original lease and
one amendment. An additional $50 fee will apply for each additional amendment (invoiced monthly in arrears). To the extent
LeaseQuery does not receive during Implementation (and, with respect to Client’s accurate and complete organizational structure as
described in Section 2.3(a) of this Agreement, within no more than 30 days after LeaseQuery’s request) information necessary to
complete any of the implementation-related Professional Services described in Section 2 of this Agreement, LeaseQuery will reallocate
its resources as needed to perform such Professional Services after Implementation at LeaseQuery’s then-current standard hourly rates
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or, in the case of lease analysis and Record entry services, at the per-Record rate set forth in the Sales Order for such services provided
at an “as needed” basis (typically under “Option 2” in the Sales Order). Unless otherwise specified in an applicable Sales Order, all
Professional Services shall be provided on a time and materials basis at LeaseQuery’s then-current standard rates and invoiced in arrears
no more frequently than on a monthly basis in increments not to exceed one hour.
5.4 Suspension of Services. Without limiting any of LeaseQuery’s rights to suspend or discontinue access to the Solution pursuant
to any other provision of this Agreement, LeaseQuery may, without liability to Client, alter, suspend, or discontinue all or a portion of
Client’s access to the Solution and/or the Professional Services at any time if LeaseQuery believes in good faith that Client has breached,
or intends to breach, any of the terms of this Agreement or any Sales Order, including, without limitation, the failure to pay any invoiced
fees or expenses in a timely manner.
5.5 Taxes. LeaseQuery’s fees do not include any Taxes. Client is responsible for paying all Taxes related to this Agreement or
any Sales Order, excluding LeaseQuery’s income taxes. If LeaseQuery has a legal obligation to pay or collect Taxes for which Client is
responsible under this section, regardless of when LeaseQuery is made aware of such legal obligation, the appropriate amount shall be
invoiced to and promptly paid by Client (without reducing the amount of fees or expense reimbursements to which LeaseQuery is
entitled under this Agreement and any Sales Order), unless Client provides LeaseQuery with a valid tax exemption certificate authorized
by the appropriate taxing authority.
6. TERM AND TERMINATION.
6.1 Term. This Agreement shall be in effect for so long as any Sales Order signed by both parties has not expired or been terminated
(each, an “Outstanding Sales Order”). This Agreement shall automatically terminate upon the expiration or termination of all
Outstanding Sales Orders. Unless otherwise specified in the Sales Order, the term of each Sales Order shall commence on the date such
Sales Order is last signed by the parties and shall continue for the Initial Term. Thereafter, the Sales Order shall automatically renew
for an unlimited number of consecutive one-year terms (each, a “Renewal Term”) unless (i) otherwise specified in a Sales Order or (ii)
either party provides written notice of such party’s determination not to renew the Sales Order at least 30 days and no more than 120
days prior to the expiration of the then-current term. In the event either party declines to renew any Sales Order in accordance with the
preceding sentence for any or no reason, such party shall not have any liability to the other party merely as a result of such non-renewal,
including without limitation any claim for detrimental reliance.
6.2 Termination by Either Party for Breach. Any Sales Order may be terminated by either party if the other party materially
breaches the terms or conditions of this Agreement with respect to such Sales Order and the breaching party fails to cure such breach
within 30 days of the date that written notice of the breach is given by the non-breaching party.
6.3 Termination for Conflict with Law. Any Sales Order may be immediately terminated by LeaseQuery with written notice to
Client if LeaseQuery determines that the provision of services in exchange for the fees as set forth in this Agreement or in the applicable
Sales Order may be in conflict with law or would subject LeaseQuery to industry-specific registration, certification, licensing or similar
requirements.
6.4 Effect of Termination. Upon a termination of any Sales Order or this Agreement for any reason, Client shall promptly (but in
no event within more than 30 days) pay LeaseQuery all amounts owed as of the effective date of the termination, including, without
limitation, the subscription fees for the unexpired then-current term (to the extent not already paid). Client may export its Client Data at
any point during the term of this Agreement, provided such access has not been suspended in accordance with the terms of this
Agreement. In addition, LeaseQuery will retain the Client Data stored in the Solution for at least 90 days following the effective date of
the termination of this Agreement. Upon LeaseQuery’s receipt during such 90-day period of Client’s written request, so long as all
amounts due to LeaseQuery under this Agreement and all Sales Orders have been paid, LeaseQuery will make all such Client Data
available to Client in a .csv or other mutually agreeable format. Following this 90-day period, Client may permanently lose its data.
7. REPRESENTATIONS; WARRANTIES; DISCLAIMERS.
7.1 Representations and Warranties. Each party represents, with respect to this Agreement and any applicable Sales Order, that (i)
it has the requisite power, authority and capacity to enter into this Agreement or the Sales Order, and (ii) this Agreement and the Sales
Order each constitute a legal, valid and binding obligation, enforceable against such party. Client represents and warrants that it (a) is
not a competitor of LeaseQuery and (b) has obtained all required authorizations, permissions and consents necessary for LeaseQuery
and its contractors and subcontractors to access and use the Client Data for the purposes described herein. LeaseQuery warrants that (1)
the Solution shall operate materially in accordance with the terms of this Agreement and the applicable Sales Order, provided that
Client’s sole and exclusive remedy for noncompliance with the SLAs set forth in Exhibit A are as set forth in Exhibit A; and (2) any
Professional Services shall be performed in good faith.
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7.2 Warranty Remedies. To receive remedies for LeaseQuery’s breach of a warranty, Client must promptly report the breach of
warranty in writing to LeaseQuery no later than thirty (30) days of the first date the deficiency is identified by Client. As Client’s sole
and exclusive remedy and LeaseQuery’s sole liability for an act or omission constituting a breach of warranty, (i) LeaseQuery shall
correct the deficiency at no additional charge to Client, or (ii) in the event it is not commercially practicable for LeaseQuery to correct
such deficiencies after good-faith efforts, LeaseQuery shall refund to Client or offset against other amounts due to LeaseQuery any fees
paid allocable to the defective portion of the service from the date LeaseQuery received such notice.
7.3 WARRANTY DISCLAIMER. Except for the limited warranties expressly provided in Section 7.1 of this Agreement
and to the maximum extent permitted by applicable law, LeaseQuery makes no warranties of any kind, whether express,
implied, statutory or otherwise, and specifically disclaims all implied warranties, including, without limitation, any warranties
of merchantability or fitness for a particular purpose with respect to the Solution, Professional Services and/or related
documentation. LeaseQuery does not warrant that the Solution will be error free or uninterrupted or that any integration with
a third-party software provider will remain available for the duration of Client’s subscription. Loss of internet access or failure
of any third-party software, hardware or other interfacing or communicating device is Client’s responsibility and is not
warranted by LeaseQuery.
8. LIMITATION OF LIABILITY; INDEMNIFICATION.
8.1 DISCLAIMER OF CERTAIN DAMAGES. Under no circumstances shall LeaseQuery or any of its affiliates or
subcontractors have any liability whatsoever for (i) any damages of any kind arising out of any interruption in availability of
internet connectivity or the Solution, (ii) any damages of any kind arising out of errors in the entry of Records, or (iii) any
consequential, indirect, incidental, punitive, special or exemplary damages, loss of client’s profit or revenue, loss of use, loss of
data or business interruption damages.
8.2 LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall the aggregate
liability of LeaseQuery or any of its affiliates or subcontractors, regardless of the cause and regardless of any other failure of
any provision or undertaking in this Agreement, under contract, tort or any other theory of liability (including claims alleging
negligence), exceed (i) in case of causes of action that arise out of or relate to Professional Services, the total amounts paid by
Client to LeaseQuery for the Professional Services giving rise to the claim during the six months preceding the date such cause
of action arises, and (ii) in the case of any other cause of action, 50% of the annualized subscription fee (to the extent paid by
Client) as of the date such cause of action arises, except to the extent resulting from LeaseQuery’s willful misconduct or bad
faith. In circumstances where any limitation of liability or indemnification provision in this agreement is unavailable, the
aggregate liability of LeaseQuery and its affiliates and subcontractors for any claim shall not exceed an amount that is
proportional to the relative fault that the conduct of LeaseQuery and its affiliates and subcontractors bears to all other conduct
giving rise to such claim.
8.3 INDEMNIFICATION. To the maximum extent permitted by applicable law, Client shall indemnify and hold harmless
LeaseQuery, its affiliates and subcontractors, and their respective personnel from all claims, liabilities and expenses (including,
without limitation, attorneys’ fees) attributable to claims of third parties relating to or resulting from the use of the Solution or
the use or disclosure of any outputs therefrom, any Professional Services or any other deliverables from LeaseQuery. This
indemnification provision applies regardless of whether the third-party claim is caused or alleged to be caused in whole or in
part by the indemnified party; provided, however, that it shall not apply to the extent of LeaseQuery’s willful misconduct or
bad faith.
9. CONFIDENTIALITY.
Each party acknowledges that in the course of this Agreement, it may have access to and may be making use of, acquiring or adding to
Confidential Information of the other party. Each party hereby confirms that it will not, using at least the same degree of care as it
employs in maintaining in confidence its own Confidential Information of a similar nature (but in no event less than a reasonable degree
of care), disclose any such Confidential Information to a third party except with the prior written consent of the other party or as
specifically provided in this Agreement. This Agreement imposes no confidentiality obligation upon the receiving party with respect to
information that (i) was in the receiving party's possession before receipt from the disclosing party without an obligation to keep such
information confidential; (ii) is or becomes available to the public through no fault of the receiving party; (iii) is received in good faith
by the receiving party from a third party not subject to an obligation of confidentiality owed to the disclosing party and who discloses
the Confidential Information without an obligation of confidentiality; or (iv) is disclosed as required by law or regulation, to respond to
governmental inquiries, or in connection with litigation pertaining hereto, provided in each case that the party so compelled promptly
provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable
assistance, at the other party’s cost, if the other party wishes to contest or otherwise limit the disclosure. If a party discloses (or threatens
to disclose) any Confidential Information of the other party in breach of confidentiality protections in this Section, the other party shall
have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the
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parties that any other available remedies may be inadequate. Client hereby consents to LeaseQuery disclosing Client’s Confidential
Information to contractors providing administrative, infrastructure and other support services to LeaseQuery, subcontractors providing
services in connection with this Agreement, whether inside or outside of the United States, and actual or potential investors or acquirers.
With respect to any NDA, notwithstanding anything to the contrary in such NDA, the obligations of the parties under such NDA shall
be superseded in their entirety by the observance by the parties of the confidentiality obligations in this Agreement, and any Confidential
Information shared under such NDA shall be treated as Confidential Information under this Agreement.
10. MISCELLANEOUS.
10.1 Notices. All notices, requests, consents, claims, demands, waivers and other legal communications related to this Agreement
or any Sales Order shall be deemed to have been delivered (i) if delivered personally to the recipient or to an officer of the party, when
received by such party, (ii) if delivered via certified mail, on the third Business Day following dispatch, or (iii) if delivered by nationally
recognized overnight courier (with all fees prepaid), on the first Business Day following dispatch; provided, however, that (in the case
of subclauses (i) through (iii) of this sentence) such notice shall be deemed effective only if delivered in accordance with this sentence
and only if delivered to, or to the attention of, the individual(s) and address set forth in the Sales Order. Notwithstanding the foregoing,
all notices provided in accordance with Section 5 or the last sentence of this Section 10.1 and consents provided in accordance with
Section 10.3 may be provided via email, and any such notice or consent provided via email shall be deemed effective when such email
is sent. Each party may modify its recipient of notices or the address for notices by providing notice pursuant to this Agreement.
10.2 Force Majeure. Neither party will be liable for any act, omission, or failure to fulfill its obligations under this Agreement or
any Sales Order if such act, omission, or failure arises from any Force Majeure Event. The party unable to fulfill its obligations due to
the Force Majeure Event will as soon as practicable notify the other in writing of the reasons for its failure to fulfill its obligations and
the effect of such failure and use reasonable means to avoid or remove the cause and perform its obligations.
10.3 Marketing. Client acknowledges and agrees that LeaseQuery may use the name, logo or marks of Client and its affiliates in
a representative client list or other marketing material. Client may revoke the rights granted in this paragraph at any time by providing
at least thirty (30) days’ written notice to LeaseQuery.
10.4 Third-Party Links. The Solution may contain Third-Party Links. Anything accessed through Third-Party Links from the
Solution are independent from LeaseQuery, and LeaseQuery has no control over the software, website, security or information accessed
through the Third-Party Links. Any Third-Party Links are provided to Client as a convenience, and LeaseQuery is not responsible for
any Third-Party Links or any content thereof. In addition, provision of the Third-Party Links does not imply that LeaseQuery endorses
or accepts any responsibility for the content or use of such Third-Party Links or the content thereof. Client acknowledges integrated
third-party software providers may discontinue the integration with the Solution with or without notice, and LeaseQuery shall not be
responsible for any discontinued integration.
10.5 Entire Agreement; Amendment and Modification. This Agreement (together with any Sales Order) contains the entire
agreement and understanding among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to
the subject matter hereof, including, without limitation, any NDA. Payment of invoices shall not be dependent upon a Client-generated
purchase order. Client’s provision of any such purchase order under this Agreement shall be for the informational purposes only, and
such purchase order will not modify the terms or become part of this Agreement, or otherwise affect either party’s rights or obligations,
in any way. The express terms of this Agreement control and supersede any course of performance or usage of the trade inconsistent
with any of the terms of this Agreement. No modification, amendment, or waiver of any provision of this Agreement or any Sales Order
shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
10.6 Interpretation. This Agreement is the result of negotiations between, and has been reviewed by, the parties and their
respective legal counsel, and shall be construed without regard to any presumption or rule requiring construction or interpretation against
the party drafting an instrument or causing any instrument to be drafted. Headings in this Agreement are for reference only and shall
not affect the interpretation of this Agreement. If any date on which a party is required to make a payment or a delivery pursuant to the
terms of this Agreement or a Sales Order is not a Business Day, then such party shall make such payment or delivery on the preceding
Business Day. Any schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the
same extent as if they were set forth verbatim herein.
10.7 Severability. If any provision of this Agreement or any Sales Order is held to be invalid, illegal, or unenforceable, such
provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties,
and the remainder of this Agreement or such Sales Order will remain in full force and effect.
10.8 Waiver. Failure of either party to seek remedy of any breach of any portion of this Agreement or any Sales Order by the
other party from time to time shall not constitute a waiver of such rights in respect to the same or any other breach.
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10.9 Assignment. Client shall not assign, voluntarily or involuntarily, all or any portion of this Agreement (or any Sales Order)
without the prior written consent of LeaseQuery, provided that, upon advance written notice to LeaseQuery, Client may assign all (or a
portion) of its rights and obligations under this Agreement (together with all Sales Orders) without LeaseQuery’s consent to a successor
by merger or a purchaser of all or substantially all of Client’s assets, but only if, as reasonably determined by LeaseQuery, such successor
or purchaser is not a competitor of LeaseQuery. In the event of a purported assignment or delegation of any of Client’s rights or
obligations under this Agreement (or any Sales Order) made in violation of this section, such assignment or delegation shall be void,
and LeaseQuery shall have the right to terminate this Agreement immediately upon written notice to Client without limiting any of
LeaseQuery’s other rights or remedies herein. Any assignment or delegation that is made in accordance with this section shall be binding
upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
10.10 No Third-Party Beneficiaries. This Agreement and any Sales Order are for the sole benefit of the parties hereto and their
respective permitted successors and assigns and nothing herein or in any Sales Order, express or implied, is intended to or shall confer
upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement or any Sales Order.
10.11 Limitation on Actions. No action relating to any Dispute (other than to collect unpaid invoices) may be brought more than
one year after the cause of action accrued, and Client shall not raise any Dispute based on the alleged inaccuracy of an invoice more
than ninety (90) days after the invoice date.
10.12 Survival. Notwithstanding anything herein to the contrary, the provisions of Section 1, Section 3.1, Section 3.2, Section 3.6,
Section 4, Section 5.5, Section 6.4, Section 8, Section 9 and Section 10 hereof shall survive any termination or expiration of this
Agreement.
10.13 Conflicts. In the event of a conflict between the terms of this Agreement and a Sales Order, the terms of this Agreement shall
control, except to the extent that a Sales Order expressly provides that certain provisions therein shall control over specified provisions
of this Agreement.
10.14 Governing Law. Issues of arbitrability shall be determined by an arbitrator in accordance with the federal substantive and
procedural laws relating to arbitration; in all other respects, all matters arising out of or relating to this Agreement or any Sales Order
shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflicts of
law principles that would require the application of any other law.
10.15 Arbitration. Any Dispute (including, without limitation and for the avoidance of doubt, the determination of the scope or
applicability of this Section) shall be finally determined and resolved on an individual basis by binding arbitration in Atlanta, Georgia.
The arbitration shall be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) pursuant to its Comprehensive
Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable (collectively, the
“Rules”) that are in effect at the time of the commencement of the arbitration, except to the extent modified by this section. LeaseQuery
and Client agree that, by choosing individual arbitration as the means of dispute resolution, each party waives the right to a jury trial
and to assert class or collective action claims against the other. The obligation to arbitrate shall extend to and encompass any claims that
either party may have or assert against any of the other party’s personnel. The arbitration shall be conducted before one arbitrator to be
appointed in accordance with the applicable provisions of the JAMS Rules. No arbitrator may serve as an arbitrator with respect to the
Dispute unless such arbitrator agrees in writing to abide by the terms of this section. Except with respect to the interpretation and
enforcement of these arbitration procedures, the arbitrator shall apply the governing law set forth herein in connection with the Dispute.
The arbitrator shall have no power to award damages inconsistent with this Agreement, including the limitations on liability herein. To
the extent the arbitration is governed by JAMS’ Streamlined Arbitration Rules and Procedures, no discovery shall be permitted in
connection with the arbitration, except to the extent that it is expressly authorized by the arbitrator upon a showing of substantial need
by the party seeking discovery. The parties and the arbitrator shall maintain the confidential nature of the arbitration proceeding and the
award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as
may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement,
or unless otherwise required by law or judicial decision. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§
1 et seq., and judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. This clause shall not preclude
LeaseQuery from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Except as set forth in Section
3.2 and Section 5.1 of this Agreement, each party shall bear its own costs in connection with a Dispute, including, without limitation,
attorneys’ fees and arbitration costs, provided that the parties shall share the fees and expenses of the arbitration tribunal and arbitrator
equally.
10.16 If Client is a U.S. federal government department or agency or contracting on behalf of such department or agency, all
services described herein, including the provision of access to the Solution and all Professional Services, are “Commercial Items” as
that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software
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Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, and supporting Professional Services in
accordance with paragraph (5) of the definition of “Commercial Item” in 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 or 48
C.F.R. §227.7202-1 through 227.7202-4, as applicable, access to the Solution and supporting Professional Services are provided to
Client with only those rights as provided under the terms and conditions of this Agreement and any applicable Sales Order.
10.17 Multiple Counterparts. This Agreement and any Sales Order may be executed in multiple counterparts, including facsimile
signatures (e.g., pdf files) and digital signatures using digital software that electronically captures, or otherwise allows a signatory to
adopt, an identifying mark as such person’s signature to this Agreement or such Sales Order (e.g., Docusign®), each of which shall be
deemed an original, but all of which shall be deemed to be one and the same agreement. A signed copy of this Agreement or a Sales
Order delivered by e-mail or other means of electronic communication shall be deemed to have the same legal effect as delivery of an
original signed copy.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as of the date last signed below.
LeaseQuery, LLC
By:
Name: Chris Ramsey
Title: Chief Revenue Officer
Date:
The City of Corpus Christi
By:
Name:
Title:
Date:
DocuSign Envelope ID: 8443824F-E7AA-4818-B971-7C55157B83FB
8/11/2021
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9/8/2021
Josh Chronley
AD of Contracts & Procurement
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Exhibit A
Service Level Agreements (SLAs)
LeaseQuery’s Solution is a software-as-a-service based on a multi-tenanted operating model that applies common, consistent
management practices for all clients using the service. This common operating model, which requires LeaseQuery to make uniform
availability commitments across its client base, allows LeaseQuery to provide the high level of service reflected in its agreements with
its clients. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.
1. Service Availability. LeaseQuery’s service availability commitment for a given calendar month is 99.9%, excluding Planned
Maintenance. For purposes of calculating service availability, (i) “Total” means the total minutes in the month; (ii) “Unplanned Outage”
means the total minutes for which Client notifies LeaseQuery within 30 days after the end of the applicable month and LeaseQuery
confirms that the Solution is unavailable due to an unplanned outage during the month; and (iii) “Planned Maintenance” means the total
minutes of planned maintenance during the month. Planned Maintenance will occur only between 12:00 a.m. (midnight) and 2:00 a.m.
(Eastern Daylight Time), Monday through Friday, or, on Friday and Saturday, between 11:00 p.m. and 5:00 a.m. the following morning
(Eastern Daylight Time). All times are subject to change upon reasonable notice. If actual maintenance occurs outside of the times
reserved for Planned Maintenance, such time is considered an Unplanned Outage. If actual maintenance is less than the time reserved
for Planned Maintenance, the difference will not be applied as a credit to offset any Unplanned Outage time for the month. The
measurement point for service availability is the availability of the Solution at the hosting data center’s internet connection points.
Service availability is calculated per month as follows:
( Total – Unplanned Outage – Planned Maintenance ) X 100 ≥ 99.9% Total – Planned Maintenance
2. Noncompliance with Service Availability Commitment. The consequences of a failure by LeaseQuery to meet the service
availability commitment set forth above are set forth below:
(a) First month of missed availability: If requested by Client, the parties shall meet telephonically, at Client’s request, to
discuss potential corrective actions.
(b) Second consecutive month: 10% of the subscription fee for the applicable month.
(c) Third consecutive month: 20% of the subscription fee for the applicable month.
(d) Fourth consecutive month: 30% of the subscription fee for the applicable month.
(e) Fifth consecutive month: 40% of the subscription fee for the applicable month.
(f) Sixth consecutive month: 50% of the subscription fee for the applicable month.
(g) More than six consecutive months: Within 30 days of such failure, either party shall have the option to terminate the
Agreement.
Credits shall be deducted from subsequent invoices for subscription fees or other fees or, upon the expiration or termination of the
Agreement, paid to Client directly or offset against other amounts due to LeaseQuery hereunder. The remedies set forth in this exhibit
shall be Client’s sole remedies and LeaseQuery’s sole liability for missed service availability commitments.
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