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HomeMy WebLinkAboutbocc.con.224.228/30/2021 CDD Contract Information Contract Number Project Name Contractor Budget Line Item 10019100.531500 Procurement Method: Type: Contract Start Date Contract End Date Contract Type Retainage If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department County Representative Liz Woods County Representative Phone (970) 429-6138 Provide a brief description of the Contract or Change Order: Contract Value Summary: $ 8,400.00 $ - $ - $ 8,400.00 Finance Database and software access for County lease tracking and reporting purposes. Initial term also includes professional services to support implementation, records migration, templating, training, and troubleshooting. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount Contract Total No Lease Tracking and Reporting Database and Professional Services LeaseQuery, LLC Additional Budget Line Item(s) (Please fully allocate New Contract Total) Informal Services/Maintenance 8/1/2022 7/31/2023 New Contract 224.22 Pitkin County Procurement Cover Sheet Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement Rev. 2018.10.10 btf Contract #: 224.22 Budget Line Item #: 10019100.531500 PITKIN COUNTY, COLORADO INFORMAL PROCUREMENT MEMORANDUM TO: File FROM: Liz Woods, Deputy Director of Finance RE: Informal Procurement under $50,000 DATE: July 28, 2022 Description of Project: Lease Tracking and Reporting Software Budgeted Amount: $8,400.00 On project list approved by BOCC: Yes Contractors Contacted: LeaseQuery, LLC, Visual Lease, and DebtBook Proposals Received: Vendor Name Proposal Amount Timeline Other Information LeaseQuery, LLC $8,400.00 Can begin as soon as possible; 60-90 day implementation Visual Lease $11,000.00 Unclear; higher initial cost DebtBook $15,000.00 Unclear Firms chosen: LeaseQuery, LLC, The team at LeaseQuery seemed to be the most knowledgeable and responsive when going through the demos and researching solutions for this project. They have the lowest annual and initial cost and their implementation schedule and process fits our needs better than the competing vendors. COUNTY REPRESENTATIVE: ________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date Pitkin County Deputy Director of Finance Liz Woods Aug-09-2022 Confidential Information of LeaseQuery Page 1 of 2 Pitkin County Contract #: 224.22 LeaseQuery, LLC Client SALES ORDER Date Sales Order # Expiration Date 3 Ravinia Drive NE Suite P7 Atlanta, GA 30346 (800) 880-7270 LeaseQuery.com Length of Subscription County of Pitkin 530 East Main St. Aspen, CO 81611 Attention: Elizabeth Woods (970) 429-6138 liz.woods@pitkincounty.com Initial Term (commencing on August 1, 2022) 12 months Any Renewal Term is subject to Client’s annual budget appropriation of amounts sufficient to fund the continuation of the Agreement. If Client fails or refuses to make such an appropriation, Client reserves the right to terminate this Agreement pursuant to Section(s) 6.1, 6.2, 6.3 & 6.4 of this Agreement and adjoining Terms and Conditions. Recurring Services Annual Amount Platform/Edition Platform subscription for LeaseQuery Advanced, up to 200 Records $8,400 Financial Solutions Fixed access subscription for GASB 87 $0 Additional Products and Services Subscription for custom journal entry export $0 One-Time Non-Recurring Services Fee Organizational database structure setup $0 Contract analysis and Record entry, up to 200 Records $0 Scope of Services Contractor shall furnish to County licensing, access, and right to use solution as provided in this Agreement along with Professional Services as provided in this Sales Order, and support services. Hour allocations for providing County with functional access and database setup through implementation are merged and included with the above “fixed fee”. Unless provided for and agreed to in advance, no additional charges shall be billable for implementation and/or database access. 7/28/2022 Q-14406 8/6/2022 Confidential Information of LeaseQuery Page 2 of 2 Pitkin County Contract #: 224.22 Hour allocation for post-implementation professional support services included under this agreement:  Remote Training – 4 Hours within 60-day period post-implementation  Bulk Record Migration/Records Correction – 8 Hours  Any hours requested and used in excess of the aforementioned allocations shall be billed at the “then- current” professional services hourly rate. Project Schedule and Expectations: The below schedule is tentative and is included with this Agreement for planning purposes only. Failure to meet deliverable dates due by either party shall not result in punitive action, a breach of contract claim, a misrepresentation claim, or any other claim beyond what has been provided for elsewhere in this Agreement. Task Responsibility Timeline Kickoff / Initial Term Subscription Effective Date LQ + Client August 1, 2022 Provide Org Structure, Policy Docs Client August 4-12, 2022 Provide Complete Documentation Client August 4-31, 2022 Org Structure, Policies Tab, Journal Entries, Reports LQ + Client August 11-31, 2022 Training #1: Lease Entry LQ + Client August 22-31, 2022 Training #2: Reports and Journal Entries LQ + Client September 1-4, 2022 Complete Lease Entry LQ September 5-15, 2022 Reconciliation LQ September 16-22, 2022 Client Check Reconciliation Client September 23-28, 2022 Training #3: Updates and Modifications LQ + Client September 28-30, 2022 Transition to Customer Success LQ + Client October 1-7, 2022 As-Needed Professional Services LQ + Client October 7-60 Days Initial Term Troubleshooting LQ + Client Through July 31, 2023 Notes • For recurring services, the annual amounts shown above are payable in advance upon execution of this Sales Order for the full length of the subscription shown above. For non-recurring services, the one-time fees shown above are payable upon execution of this Sales Order. • An additional platform subscription fee of $3.50 per Record per month (invoiced in advance for the full remaining term) will apply for any Records in excess of the maximum number of Records for the LeaseQuery Advanced platform subscription. • To the extent the number of Records shown above for contract analysis and Record entry services is exceeded, an additional fixed fee of $200 per Record (invoiced monthly in arrears) will apply. Confidential Information of LeaseQuery Page 3 of 2 Pitkin County Contract #: 224.22 Terms and Conditions As of the date last signed below, Client hereby subscribes to the Solution and services described in this Sales Order. This Sales Order shall be governed by the terms and conditions set forth herein and in the subscription agreement available at https://leasequery.com/ subscription_terms_and_conditions.pdf, which is incorporated herein by reference, unless the parties have manually executed a separate subscription agreement governing this Sales Order (in either case, the "Subscription Agreement"). Capitalized terms used but not defined in this Sales Order shall have the meaning set forth in the Subscription Agreement. Signatures County of Pitkin (“Client”): LeaseQuery, LLC (“LeaseQuery”): By: By: Name: Name: Title: Title: Date: Date: Joe Gruca Aug-10-2022 CRO Liz Woods Aug-09-2022 Pitkin County Deputy Director of Finance - 1 - 11/13/2021 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, by and between LeaseQuery and Client, is effective as of the Effective Date. Each of Client and LeaseQuery is referred to herein as a “party” and collectively as the “parties.” 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 (i) with respect to a Sales Order that includes the purchase of a subscription to LeaseQuery’s software for management of leases, FASB ASC Topic 840, FASB ASC Topic 842, and either (as elected by Client during implementation) (a) IFRS 16 or (b) GASB No. 13 and GASB No. 87, (ii) with respect to a Sales Order that includes the purchase of a subscription to LeaseQuery’s software for management of SBITAs, GASB No. 96, and (iii) with respect to a Sales Order that includes the purchase of a subscription to any other product, if applicable to such other product, as defined in such Sales Order or addendum to this Agreement relating to such other product. 1.2 “Agreement” means this Subscription Agreement, including any schedules, addenda and exhibits hereto. 1.3 “Beta Services” means services or functionality that LeaseQuery may make available to Client to try at its option at no additional charge which is designated as beta, pilot, limited release, developer preview, nonproduction, evaluation or by a similar description. 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 for the Solution, which program 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” means the entity the party set forth in the applicable Sales Order incorporating the terms and conditions of this Agreement and any of its Client Subsidiaries that accesses the Solution at any point during the term of this Agreement. “Client” shall exclude any Client Subsidiary that, during the term of this Agreement, does not access the Solution, which Client Subsidiary shall be deemed a third party for purposes of this Agreement. 1.7 “Client Data” means all Client Confidential Information that is entered into the Solution. 1.8 “Client Subsidiary” means any entity which is directly or indirectly owned by the entity listed on the signature page of this Agreement. For purposes of the preceding sentence, “directly or indirectly owned” means direct or indirect ownership of more than 50% of the voting interests of the subject entity. 1.9 “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. 1.10 “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. 1.11 “Dispute” means any controversy or claim between the parties arising out of or relating to this Agreement or any Sales Order, the breach, termination, enforcement, interpretation or validity thereof, or any services provided under this Agreement or Sales Order, whether in contract, tort or otherwise. 1.12 “Documentation” means the user instructions and specifications for the Solution described in the Solution, as may be updated by LeaseQuery from time to time. - 2 - 1.13 “Effective Date” means the date that the Sales Order incorporating the terms and conditions of this Agreement is last signed by the parties. 1.14 “FASB ASC Topic 840” means Accounting Standards Codification® Topic 840, Leases, as promulgated by the Financial Accounting Standards Board. 1.15 “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. 1.16 “Force Majeure Event” means any event that is reasonably beyond the control of the party, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental action after the Effective Date, fire, communication line failures, power failures, earthquakes, or other disasters. 1.17 “GASB” means the Governmental Accounting Standards Board. 1.18 “GASB No. 13” means Statement No. 13 of the GASB, Accounting for Operating Leases with Scheduled Rent Increases. 1.19 “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 GASB, Leases, as may be modified by the GASB from time to time. 1.20 “GASB No. 96” means, commencing with fiscal years starting after June 15, 2022, Statement No. 96 of the GASB, Subscription-Based Information Technology Arrangements, as may be modified by the GASB from time to time. 1.21 “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. 1.22 “Initial Term” means the initial term of an 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. 1.23 “Integration” means any application programming interface or other functionality that integrates the Solution with a third- party application, such as (without limitation) Client’s third-party general ledger accounting software, through LeaseQuery’s integration platform referred to as LeaseQuery Connect or otherwise. 1.24 “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. 1.25 “LeaseQuery” means LeaseQuery, LLC, a Delaware limited liability company. 1.26 “Legal Notices” shall be as defined in Section 10.1 of this Agreement. 1.27 “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. 1.28 “Preexisting Materials” means all items of property (including, without limitation, equipment and Intellectual Property Rights) that such party owned prior to the provision of any Professional Services. 1.29 “Professional Services” means, if applicable for the purchased subscription, any services purchased by Client that are provided by LeaseQuery’s personnel or its subcontractors’ personnel for the implementation of the applicable Solution or ongoing support of Client in connection with its use of the Solution. For the avoidance of doubt, the provision of access to the Solution is not a Professional Service. 1.30 “Record” means any individual record with a unique identifier that is entered into and stored in the Solution. With respect to LeaseQuery’s Solution for leases, 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. 1.31 “Renewal Term” has the meaning set forth in Section 6.1 of this Agreement. - 3 - 1.32 “Sales Order” means 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 LeaseQuery products and services purchased by Client and the fees related thereto, (ii) specifically incorporates by reference the terms and conditions of this Agreement, and (iii) is signed by both parties. 1.33 “SBITA” means subscription-based information technology arrangements, as defined in GASB No. 96. 1.34 “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. 1.35 “Solution” means the specific LeaseQuery product, to which Client purchases a subscription pursuant to a Sales Order, that is hosted by LeaseQuery or by a third-party hosting service provider for LeaseQuery. 1.36 “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. 1.37 “Update” means a modification to the Solution or workaround to fix bugs, correct errors or maintain material compliance with the Accounting Standards. 1.38 “Upgrade” means any modification to the Solution that is not an Update, including, without limitation, a new version or release of the Solution that adds new features, functional capabilities or other improvements to the Solution. 2. SCOPE OF SERVICES. 2.1 Provision of Access to the Solution. By entering into a Sales Order, (i) Client subscribes for access to the Solution, and (ii) LeaseQuery agrees to enable Client to access the Solution via a website 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 any Accounting Standards. Any Updates or Upgrades that are not necessary for the Solution to continue to operate in material compliance with any Accounting Standards may be offered separately with different pricing. Client agrees that its purchase of the subscription and any Professional Services (if applicable) is not contingent on the delivery of any future functionality or features or dependent on any oral or written comments made by LeaseQuery regarding future functionality or features. 2.3 Professional Services (if applicable). All Professional Services, if any, will be provided remotely. LeaseQuery may subcontract the performance of any Professional Services. LeaseQuery will be responsible for the quality of any Professional Services performed 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. Solely with respect to the purchase of a subscription to LeaseQuery’s Solution for leases, 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. 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 of this Section, during the first 60 days of Client’s subscription, 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 Records should 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 such 60-day period to conduct a remote training session (not to exceed four hours) to educate Client’s authorized users on the Solution (except - 4 - for LeaseQuery Essential). 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 Migration Service. Solely to the extent included in the Sales Order, LeaseQuery will review with Client a standard template for the bulk upload of Records in Microsoft Excel. LeaseQuery will, in consultation with Client, perform a test migration of a sample of source documents provided by Client and review the results. Any necessary modifications to the template or otherwise that LeaseQuery identifies during this initial test will be discussed with Client and incorporated and/or implemented. Following this review, Client will populate the template with all necessary data and provide LeaseQuery with the properly populated and formatted template in Microsoft Excel, which LeaseQuery will use to perform one full bulk Record migration. LeaseQuery will then perform a reconciliation of the migrated lease data to Client’s commitments or minimum future payments disclosure. The fixed fee for the bulk Record migration service shall include up to eight (8) hours devoted by LeaseQuery to correcting errors in the Client-populated template; any additional time in excess of eight (8) hours will be invoiced separately at LeaseQuery’s then-current standard hourly rates. Client acknowledges that (i) it may be necessary or more efficient to manually enter contracts with complex or nonstandard terms (such as real estate leases with escalation clauses, for example) and (ii) Client’s failure to populate the bulk upload template with complete and accurate information may significantly delay Client’s implementation. For the avoidance of doubt, this implementation service is limited to the bulk upload of data necessary to create Records in the Solution, and it does not include the upload of any source documents, such as contracts, which may be uploaded by Client or, at Client’s request, by LeaseQuery pursuant to the following subparagraph. After the bulk Record migration service is complete, Client may, without LeaseQuery’s assistance, re-use the configured bulk Record migration template to perform additional bulk Record migrations (such as, for example, if Client acquires another organization and wishes to migrate its contracts) during the term of the applicable Sales Order without any additional bulk Record migration fees charged by LeaseQuery. (c) Contract Analysis and Record Entry. Solely to the extent set forth in the Sales Order, LeaseQuery will analyze Client’s relevant contracts provided by Client in an organized fashion and in the format requested by LeaseQuery and enter any related Records into the Solution. If requested by Client, LeaseQuery will also upload the contracts (as source documents) and attach each such contract to the Record to which it relates. If, pursuant to the Sales Order, Client purchases an implementation package for contract analysis and Record entry services covering up to a certain number of Records for an upfront fee, Client will provide LeaseQuery with all information (in the format requested by LeaseQuery) necessary to analyze such contracts, enter the Records and perform any other Professional Services related thereto; provided, however, that any source documents provided to LeaseQuery more than 60 days after the execution of the Sales Order shall not be considered part of the purchased implementation package, will not be included in the fixed fee for such implementation package set forth in the Sales Order, and will be invoiced as an “additional Record” at the per-Record rate set forth in the Sales Order. For clarity, it is the responsibility of Client to determine which of its contracts are governed by the applicable Accounting Standards and therefore should be managed by the Solution. (d) Custom Journal Entry Export. Solely to the extent set forth in the Sales Order, after LeaseQuery reviews with Client the specifications of the Solution’s standard journal entry exportation, Client may submit a one-time request for any of the following customizations thereto: (i) selection of columns to be included in the export with unique ordering and naming; (ii) custom formatting of LeaseQuery data points; (iii) population of certain fields in the export based on logic formulas; (iv) concatenation of LeaseQuery data points; (v) for leases, bifurcation of total lease expense into liability lease expense and asset lease expense; and (vi) configuration of output as either a .csv file or .txt file. Any other configurations, and any requests or modifications submitted after configuration work begins, are out-of-scope. All configurations shall be deemed part of the Solution and accessible throughout the term of the subscription therefor. Customized journal entry exports are not custom reports and cannot be used to reverse transactions. (e) 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 (if any) 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, tax returns 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 - 5 - 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. LeaseQuery does not provide legal or tax services, and none of its services will be performed by attorneys. 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 (if any) 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, (ii) Certified Service Partners solely for the purpose of providing implementation-related services for Client that are permitted under LeaseQuery’s certified service partner program and provided such Certified Service Partners comply with the restrictions set forth in this sentence, (iii) regulatory authorities with jurisdiction over Client to the extent required by such authority, and (iv) to the extent required by an order of a court of competent jurisdiction or a valid subpoena, provided that, in the case of this subclause (iv), Client provides LeaseQuery with prompt written notice of any such requirement and reasonably cooperates, at LeaseQuery’s expense, with LeaseQuery’s efforts to obtain a protective order or otherwise limit such disclosure. 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, 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 Professional Services (if applicable) for Client that are permitted under LeaseQuery’s certified service partner program, 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; (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 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 the Solution. Client agrees that no information obtained through the Solution or the Professional Services (if applicable) 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, tax returns, 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 agreement containing Client Data. Client is responsible for the use of the output which it obtains from the Solution. 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, - 6 - 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. If Client purchases 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 Client Subsidiaries. The party signing the applicable Sales Order incorporating this Agreement on behalf of Client (i) represents and warrants that it has the authority to enter into this Agreement and any Sales Order on behalf of each of its Client Subsidiaries and bind each such Client Subsidiary to the terms and conditions of this Agreement and any applicable Sales Order, (ii) shall be jointly and severally responsible for each such Client Subsidiary, and (iii) shall ensure that each such Client Subsidiary complies with the terms and conditions of this Agreement and any applicable Sales Order. 3.7 Purchase by Client Affiliates of LeaseQuery Products and Services. If any Client Subsidiary or affiliate of Client (or, with respect to customers subject to the GASB’s financial reporting requirements, any related governmental entity) wishes to incorporate the terms of this Agreement with respect to its purchase of its own separate subscription or Professional Services from LeaseQuery, and LeaseQuery wishes to sell such subscription and/or Professional Services pursuant to such terms, such Client Subsidiary or other affiliate may do so by entering into a separate Sales Order that specifically incorporates the terms of this Agreement, in which event, notwithstanding anything to the contrary herein, solely with respect to such Sales Order, the terms of this Agreement shall apply to such Sales Order as if this Agreement were entered into between LeaseQuery and such Client Subsidiary or affiliate (rather than with the party that executed this Agreement for Client). If any Client Subsidiary or affiliate of Client requests to incorporate these terms, Client hereby consents to LeaseQuery’s disclosure of these terms and any applicable Sales Order to such Client Subsidiary or affiliate. 3.8 Certified Service Partners. If Client elects to engage any Certified Service Partner to provide any Professional Services that are permitted under LeaseQuery’s certified service partner program, Client (i) acknowledges and agrees that any such 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. 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 and improving the Solution and performing Professional Services (if applicable). As between Client and LeaseQuery, Client owns all Client Data. Notwithstanding anything to the contrary in this Agreement, LeaseQuery may anonymize and/or aggregate any data obtained from the Solution or the operation thereof, including, without limitation, performance results for the Solution, information derived from data inputted into the Solution, reports generated by the Solution, and any derivative works of any of the foregoing. LeaseQuery shall own and may utilize such anonymized and/or aggregated information for purposes of LeaseQuery’s business, provided that LeaseQuery’s use thereof will not directly or indirectly reveal through any reasonably foreseeable method the identity 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 (if applicable), 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, 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. - 7 - 4.4 Indemnification for Infringement. 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 1.0% 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. All subscription fees are based on access rights acquired and shall not be contingent on any actual access, the entry of any data or information into the Solution or the completion of any Client-requested software integration or software development; provided, however, that 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”), (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 the applicable 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 (if applicable) specifically described in a Sales Order shall be provided for the fees set forth in such Sales Order, provided that LeaseQuery reserves the right to change such fees upon 60 days’ notice (which may be in the form of an invoice) in connection with a renewal of the Sales Order. Solely with respect to a Sales Order that includes the purchase of a subscription to LeaseQuery’s Solution for leases, 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 $100 fee will apply for each additional amendment (invoiced no more frequently than monthly in arrears). To the extent LeaseQuery does not receive during the first 60 days after the Effective Date (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 or, in the case of contract analysis and Record entry services, at the per-Record rate set forth in the Sales Order for such services provided on an “as needed” basis. 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. - 8 - 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 any Professional Services at any time if LeaseQuery believes in good faith that Client has breached, or has communicated its intention to breach, any of the terms of this Agreement with respect to such Solution 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 of Sales Order. 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 thereof. Thereafter, such Sales Order shall automatically renew for an unlimited number of consecutive terms, each of the same duration as the immediately preceding term (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 end 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 Term of this Agreement. This Agreement shall remain in effect until all Sales Orders have been terminated, at which point this Agreement shall automatically terminate. For the avoidance of doubt, if any Sales Order is terminated, the terms of this Agreement shall continue to apply to any other Sales Order that has not been terminated. 6.3 Termination. 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. In addition, 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 request the exportation of 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 then 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 (if applicable) shall be performed in good faith. 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 - 9 - 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 DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. Except for the limited warranties and representations expressly provided in Section 7.1 of this Agreement and to the maximum extent permitted by applicable law, LeaseQuery does not make, and specifically negates and disclaims, any warranties, representations, promises, covenants, obligations, agreements or guarantees of any kind, whether express or implied (including, without limitation, any implied warranties of merchantability or fitness for a particular purpose), written or oral, past, present or future, statutory or otherwise, with respect to the Solution, Professional Services and/or related documentation. Client is not relying on, and has not relied on, any other representation, warranty or other information with respect to LeaseQuery, the Solution, or the Professional Services. Client is responsible for making its own evaluation of the adequacy and suitability of the Solution and Professional Services for Client’s needs. 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 data or information into the Solution, 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 for the product giving rise to the claim, 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 - 10 - 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. Except as otherwise expressly specified in this Agreement, all notices related to this Agreement or any Sales Order shall be effective upon (i) personal delivery, (ii) the third Business Day after mailing, (iii) the first Business Day following dispatch using a nationally recognized overnight courier (with all fees prepaid), or (iv) except with respect to notices of direct or indemnifiable claims, demands, waivers, termination or non-renewal of a Sales Order, or a termination of this Agreement (collectively, “Legal Notices”), which shall be clearly identifiable as Legal Notices, the day of sending via email; provided, however, that (in the case of subclauses (i) through (iv) of this sentence) such notice shall be effective only if (a) delivered in accordance with this sentence and (b) with respect to notices to LeaseQuery, a mandatory copy is delivered via email to legalnotices@leasequery.com. Each party may modify its recipient of notices or the address for notices by providing notice pursuant to this Agreement. 10.2 Force Majeure. LeaseQuery will not 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. If LeaseQuery is unable to fulfill its obligations due to the Force Majeure Event, LeaseQuery will as soon as practicable notify Client 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 via email to legalnotices@leasequery.com. 10.4 Integrations. In the event that, per Client’s request, LeaseQuery makes available to Client any Integration, then Client may use such Integration during the term of the applicable Sales Order on a non-exclusive, non-transferable, non-assignable (except pursuant to Section 10.10 of this Agreement) basis, subject at all times to the terms and conditions of this Agreement. Any disclosure of Client Data to a third party through the Integration shall be deemed, for purposes of this Agreement, a disclosure by Client rather than LeaseQuery. The Integration shall be deemed part of the Solution for purposes of this Agreement; provided, however, that any third- party software or third-party data accessed through an Integration is independent from LeaseQuery, and LeaseQuery has no control over, is not responsible for, and makes no warranties or representations regarding, such third-party software, data, website, security or other information accessed through the Integration. Provision of the Integration does not imply that LeaseQuery endorses or accepts any responsibility for the software, content accessed therefrom or availability thereof. Client acknowledges that integrated third-party software providers may, with or without notice, restrict, interrupt, discontinue or terminate the Integration, or require LeaseQuery to do any of the foregoing, in which case the license granted under this Section shall automatically terminate, and LeaseQuery shall not be responsible for, and shall have no liability (including any obligation to provide a refund, credit or other compensation) in connection therewith. 10.5 Beta Services. From time to time, LeaseQuery may make Beta Services available to Client at no charge. Client may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services Terms and Conditions available at leasequery.com/beta_services_terms, which may be updated by LeaseQuery from time to time. 10.6 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 (including, without limitation, any NDA), understandings, proposals, representations, promises, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. 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 any terms or conditions stated in such purchase order shall be void and will not modify the terms or become part of this Agreement, or otherwise affect either party’s rights or obligations, in any way, even if such purchase order is signed by LeaseQuery. 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. Any click-through terms that Client, or a third party on behalf of Client, requires of LeaseQuery shall have no effect and hereby are deemed null and void. 10.7 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 - 11 - 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 next 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. 10.8 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. 10.9 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. 10.10 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. 10.11 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. 10.12 Limitation on Actions. Except with respect any express indemnification obligation under Section 8.3 of this Agreement, 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. 10.13 Survival. Notwithstanding anything herein to the contrary, the provisions of Section 1, Section 2.1, Section 3.1, Section 3.2, Section 3.6, Section 3.7, Section 3.8, Section 4, Section 5.5, Section 6.4, Section 8, Section 9 and Section 10 hereof shall survive any termination of this Agreement. 10.14 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. 10.15 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. 10.16 Dispute Resolution; Arbitration; WAIVER OF JURY TRIAL. 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 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 - 12 - 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. Notwithstanding anything to the contrary in this Section, with respect to any claim brought by LeaseQuery for nonpayment of its fees, expenses or interest, LeaseQuery, in its sole discretion, may elect to bring such claim to mandatory arbitration pursuant to this Section or, alternatively, in the courts of the State of Georgia or the federal courts located in the Northern District of Georgia, and in the event LeaseQuery elects to bring such claim in any of such courts, (i) each party irrevocably submits to the exclusive jurisdiction of such courts, (ii) each party hereby waives, and agrees 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, (iii) 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, and (iv) each of the parties hereby irrevocably waives all right to a trial by jury and all right to assert class or collective action claims against the other in any action, proceeding or counterclaim arising out of or relating to this Agreement. Except as otherwise set forth in this Agreement, each party shall bear its own costs in connection with a Dispute, including, without limitation, attorneys’ fees and arbitration and court costs. 10.17 Federal Clients. 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 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. 10.18 Multiple Counterparts. Any amendment or addendum to this Agreement or 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 thereto, 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 such agreement 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. * * * - 13 - 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 Time), Monday through Friday, or, on Friday and Saturday, between 11:00 p.m. and 5:00 a.m. the following morning (Eastern 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. Certificate Of Completion Envelope Id: B2D75F4C7024471FBE39AA2AED27FD1E Status: Completed Subject: LeaseQuery | Pitkin County Contract 224.22 for Review and Signature Source Envelope: Document Pages: 18 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 65.38.144.66 Record Tracking Status: Original 8/9/2022 1:29:11 PM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Joe Gruca joe.gruca@leasequery.com CRO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 204.77.235.58 Sent: 8/10/2022 10:03:51 AM Viewed: 8/10/2022 10:06:47 AM Signed: 8/10/2022 10:07:06 AM Electronic Record and Signature Disclosure: Accepted: 8/10/2022 10:06:47 AM ID: 023b31dc-e45f-4a43-88f8-d8fef22903e9 Company Name: Pitkin County, Colorado Liz Woods liz.woods@pitkincounty.com Pitkin County Deputy Director of Finance Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 8/9/2022 1:34:52 PM Viewed: 8/9/2022 1:35:30 PM Signed: 8/9/2022 1:36:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Spencer Dupee spencer.dupee@leasequery.com Security Level: Email, Account Authentication (None) Sent: 8/10/2022 10:03:53 AM Viewed: 8/10/2022 10:29:39 AM Electronic Record and Signature Disclosure: Accepted: 8/9/2022 1:49:34 PM ID: f7d3f7ac-00e6-4d97-b441-cc41e4e74247 Company Name: Pitkin County, Colorado Carbon Copy Events Status Timestamp Pitkin County Procurement procurement@pitkincounty.com Procurement Manager Pitkin County Security Level: Email, Account Authentication (None) Sent: 8/10/2022 10:07:08 AM Resent: 8/10/2022 10:07:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 8/10/2022 10:07:08 AM Viewed: 8/10/2022 10:36:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/9/2022 1:34:53 PM Certified Delivered Security Checked 8/9/2022 1:35:30 PM Signing Complete Security Checked 8/9/2022 1:36:30 PM Completed Security Checked 8/10/2022 10:07:09 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: Joe Gruca, Spencer Dupee Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.