HomeMy WebLinkAboutR-2024-005 Approving an Agreement with Signifi Solutions, Inc and Kenton Brothers Locksmiths, Inc, Related to PD Lockers RESOLUTION NO. R — 2024-005
A RESOLUTION APPROVING AN AGREEMENT WITH SIGNIFI SOLUTIONS, INC.
AND KENTON BROTHERS LOCKSMITHS, INCORPORATED, RELATING TO
POLICE DEPARTMENT LOCKERS
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI, AS FOLLOWS:
THAT the Board of Aldermen hereby approves the Master Agreement and Superseding
Addendum with Signifi Solutions, Inc. and Kenton Brothers Locksmiths, Incorporated, a copy of
which is attached in its substantial form, and further authorizes the Mayor to execute the same on
the City's behalf; and
FURTHER THAT the Mayor and City Administrator and such other officials of the
City may execute any other additional documents or take such other actions as are necessary,
incidental or expedient to carry out the intent of the agreement approved and the authority
granted herein.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri,the 120 day of January 2024.
Ma Kathleen L. o e
ATTEST:
Robin Kincaid, City
Agreement#: SIG/MST-
Effective Date:
SIGNIFI MASTER AGREEMENT
This Master Agreement, including its addenda, exhibits and schedules ("Master Agreement") governs the terms and conditions
between Signifi Solutions Inc.,a United States Corporation located at 8 The Green, Suite 13843, Dover DE, 19901 ("Signifi"),
and Kenton Brothers, a United States corporation located at 3401 E Truman Rd, Kansas City, MO 64127 ("Client"), each a
"Party".
This agreement is effective for a 3-year term.
1. DEFINITIONS 1.12 Third Party Software means the software product
specified in an exhibit to an Addendum that is
1.1 Addendum means an executed Addendum to this distributed by Signifi solely for use with the Signifi
Master Agreement that provides specific terms and Solution.
conditions of products supplied to Client.
2. RESTRICTIONS
1.2 Confidential Information means information provided
to one Party about the other Party's products or 2.1 Restrictions. Except as set out in this Master
services, business, affairs, computer systems, Agreement or an Addendum, Client receives no
installations or Clients, to the extent that the rights and agrees that it will not, or through any
information might reasonably be expected to be parent, subsidiary, affiliate, agent or other third
confidential, including the object and source code of party: (a) modify, port, translate, localize or create
Software, related technology, idea, algorithm or derivative works of the Software, Hardware, Signifi
information, trade secrets, a Party's product plans, Solution or any Confidential Information of Signifi;
designs, costs, prices and names, non-published (b) decompile, disassemble, reverse engineer or
financial information, marketing plans, customer attempt to reconstruct, identify or discover any
lists, business opportunities, personnel, research, source code, underlying ideas, underlying user
development or know-how, information designated interface techniques or algorithms of the Software
as confidential in writing or orally and the terms of by any means, or disclose any of the foregoing; (c)
this Master Agreement. sell, lease, licence, sublicense, copy, market or
1.3 Documentation means the operating manuals, user distribute the Software or Hardware; (d) encumber
instructions, technical literature and all other related or suffer to exist any lien or security interest on the
materials in the English language that is published Software, Hardware or Signifi Solution; (e)
generally for all Clients. knowingly take any action that would cause the
Software or Documentation to be placed in the
1.4 Effective Date is the date that both Parties hereto public domain; or (f) remove, or allow to be
sign this Master Agreement removed, any Signifi (and its licensors) copyright,
1.5 Hardware means the hardware components and trade-mark, patent, trade secret or other proprietary
rights notice from the Software, Hardware,
solutions specified in an Exhibit to an Addendum. Documentation or Signifi Solution.
1.6 Professional Services means implementation, 2.2 No Signifi Restrictions. This Master Agreement
development, training, or other assistance provided shall not restrict Signifi from promoting, licensing,
pursuant to a Purchase Order. distributing, selling or supporting the Signifi Solution
1.7 Purchase Order is any document signed by Signifi and in the Territory, either directly, or through dealers,
Client for the supply of the Signifi Solution as set out in agents, representatives, sub-Clients, original
Section 3.1. equipment manufacturers, value-added resellers,
business partners or other third parties in the
1.8 Signifi Solution means the Software, Documentation Territory.
and Hardware or any of them or combination of
them. 3. PURCHASE ORDERS; DELIVERY
1.9 Software means Signifi's software application in 3.1 Purchase Orders. Client shall place an order for the
object code form and includes any licences for the Signifi Solution by issuing a written purchase order
Third Party Software if added to addendum. ("Purchase Orders") to Signifi. Each Purchase
1.10 Support means the provision of Professional Order is subject to the terms of this Master
Services from Signifi as set out in an exhibit to an Agreement except to the extent modified by the
Addendum. terms of an executed Purchase Order. Additional,
conflicting or preprinted terms included in any other
1.11 Territory means the geographical locations where document are expressly superseded by this Master
Client may use the Solution, as permitted and Agreement and Purchase Order, as applicable, and
specified in the exhibit to an Addendum. shall be of no effect unless agreed to in writing by
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the parties in writing. Purchase Orders are subject 5. PROPRIETARY RIGHTS
to acceptance by Signifi in Signifi's sole discretion.
Purchase Orders shall be signed by an authorized 5.1 Client acknowledges that Signifi and its licensors
official of Client. retain all right, title and interest in and to the Signifi
Solution. Ownership of all patent, copyright, trade
3.2 Delivery. The Signifi Solution will be shipped Free secret, trademarks and other intellectual property
on Board (FOB) from Signifi's location of delivery rights in the Software and Documentation shall
("Delivery") except where set out otherwise in a remain the sole property of Signifi and its licensors
Purchase Order. including any derivatives therefrom. Client shall not
3.3 Signifi Cancellation. Signifi reserves the right to be an owner of any copies of, or have any interest
cancel, suspend, refuse or delay any Purchase in, the Signifi Solution, but rather, is a licensee
Orders if Client(a)fails to make a payment within 10 pursuant to the terms of this Master Agreement and
business days following Client's receipt of written the applicable Purchase Order. Client agrees to
notice from Signifi notifying Client of its failure to safeguard all proprietary rights of Signifi and its
make a payment when due under the Master licensors in and to the Signifi Solution and agrees to
Agreement, Addendum or Authorizing Document or notify Signifi promptly of any legal notices, claims or
(b) fails to meet credit or financial requirements actions relating to the Software or Documentation.
established by Signifi if applicable, or (c) if Client Client further agrees not to enter into or compromise
fails to comply with this Master Agreement or any legal action or other proceeding relating to the
Purchase Order. Signifi Solution without the prior written consent of
Signifi.
4. PAYMENT TERMS
5.2 Ownership of Data. All data, records, files and any
4.1 Payment Terms. All fees will be paid in accordance other information collected from Client interacting
with Signifi terms outlined in a Purchase Order. with the Signifi Solution shall be deemed to belong
to, and be owned by,the Client.
4.1.1 Unless otherwise indicated in the Purchase Order or
Statement of Work (e.g., milestone-based payment 6. CONFIDENTIAL INFORMATION
schedule), Signifi standard invoice terms following
the Effective Date of this Master Agreement will be 6.1 Confidential Information. Each Party shall protect
50% of the total Purchase Order amount is due from the other Party's Confidential Information against
Client to commence the works, and the balance due unauthorized use and dissemination, using the
prior to Delivery, including prepaid shipping charges. same degree of care which the receiving Party
Recurring fees for service, support, or software ordinarily uses with respect to its own proprietary
licenses are payable annually in advance on the and confidential information, but in no event with
anniversary date on shipment. Other Professional less than reasonable care. The Parties shall use
Services, where applicable, shall be issued monthly the Confidential Information as permitted by this
in arrears. Master Agreement and shall limit the disclosure to
their employees or agents who have a need to know
4.1.2 The Parties agree that any Net Revenues received such Confidential Information and who are bound in
for advertising goods and services on the Signifi writing by confidentiality terms no less restrictive
Solution ("Advertising Revenues") shall be shared than those contained in this Master Agreement. A
on an equal 50-50 basis except for any software Party shall promptly notify the other Party of any
licensing fees which shall be charged to Client as suspected or actual misuse or unauthorized
set out in the Authorizing Document. All other costs disclosure of the other Party's Confidential
of each Party shall be the responsibility of such Information. Confidential Information may be
Party. disclosed if required by law or by the order of a court
4.1.3 Overdue payments may be subject to a late or similar judicial or administrative body; provided,
payment charge of 1.0% per month (12% per however, that the receiving Party shall notify the
annum) or the highest amount permitted by law, disclosing Party promptly in writing of the
whichever is less. This shall not affect Signifi's requirement, and shall co-operate reasonably with
rights pursuant to Section 3.3. the disclosing Party, at the disclosing Party's
expense, to obtain an order to limit the disclosure of
4.2 Cancellation. Any Order cancelled by Client will be the Confidential Information.
subject to: 50% of the Order value if more than five
(5) days and 100% after ten (10) days. Any 6.2 Confidential Information does not include
amounts due for cancellation will be paid within 15 information that: (i) is or becomes generally known
days of invoice from Signifi. or available by publication, commercial use or
otherwise through no fault of the receiving Party; (ii)
4.3 Taxes. All prices are exclusive of taxes. Client shall is known and has been reduced to tangible form by
pay taxes promptly to Signifi if Signifi is required by the receiving Party at the time of disclosure and is
law to collect them, except for taxes payable upon not subject to restriction; (iii) is independently
the income or capital of Signifi. developed by the receiving Party without use of the
disclosing Party's Confidential Information; (iv) is
lawfully obtained from a third party who has the right
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to make such disclosure; or (v) is released for available information, assistance and authority to
publication by the disclosing Party in writing. settle and/or defend the Claim.
6.3 Return of Confidential Information. Except as 8.2 Limited Remedies. If the Signifi Solution becomes,
provided in Section 10.5, the receiving Party shall or in the opinion of Signifi is likely to become, the
return, destroy or erase all Confidential Information subject of a Claim, Signifi may, at its sole discretion:
of the disclosing Party in tangible form upon the (a) procure, at no cost to Client, the right to continue
written request of the disclosing Party, and the using the Signifi Solution; (b) replace or modify the
receiving Party shall certify promptly in writing that it Signifi Solution to render it non-infringing, provided
has done so. there is no material loss of functionality; or (c)
7. LIMITED WARRANTY AND DISCLAIMER terminate this Master Agreement and refund the
amounts Client paid for the Signifi Solution in upon
7.1 Signifi warrants that: return of the Signifi Solution. Except as provided in
Section 8.1, this Section states Signifi's sole
7.1.1 subject to Section 8.3, for a period of 1 year from obligation and Client's exclusive remedy for a Claim.
Delivery (the"Warranty Period"), the Signifi Solution, 8.3 Exclusions. Signifi shall not be liable for a Claim
if installed and operated in accordance with Signifi's where: (a) the Claim would have been avoided but
published instructions, will substantially conform to for modifications of the Signifi Solution made after
the specifications in the Documentation ("Warranty"); delivery to Client other than by Signifi; (b) the Claim
and would have been avoided but for the combination or
7.2 its employees are appropriately trained and skilled use of the Signifi Solution with other products,
to perform Professional Services; and will perform processes or materials; (c) Client continues
such in a workmanlike and professional manner in allegedly infringing activities after being notified
accordance with generally accepted industry thereof or after being informed of modifications that
standards. would have avoided the alleged infringement; or (d)
Client's use of the Signifi Solution is not
7.3 Limited Remedies. If the Signifi Solution fails to substantially in accordance with the terms of this
operate as warranted, Client shall notify Signifi and Master Agreement or the Documentation.
provide Signifi with written information that details
the nonconformity that is reproducible by Signifi 8.4 Additional. Each party (the "Indemnifying Party")
("Defect") during the Warranty Period. Signifi will shall indemnify, defend, and hold harmless the other
use reasonable efforts to promptly correct the party, its affiliates and their respective officers,
Defect. Signifi's sole liability and Client's exclusive directors, employees, agents, successors and
remedy with respect to breach of the Warranty will permitted assigns (collectively, the "Indemnified
be limited to error correction or product Party"), from and against any and all losses, claims,
replacement. damages, expenses, fees, settlements, penalties,
actions and costs (including attorneys' fees and
7.4 Disclaimer. This Section states Signifi's exclusive court costs) ("Claim(s)") arising out of, resulting
warranty and exclusive obligation to Client for from, or related to (a)the injury of or damage to any
breach of the Warranty. Except for the express person or real or tangible personal property to the
warranties and conditions stated in this Section, extent such injury or damage is proximately caused
Signifi makes no additional warranty or condition, by the negligence or misconduct of the Indemnifying
express or implied, statutory or otherwise, as to any Party or the Indemnifying Party's employees,
matter and all warranties of merchantability, fitness agents, or subcontractors, (b) the negligent acts or
for a particular purpose and non-infringement of omissions or willful misconduct of the Indemnifying
third party rights are expressly excluded. Signifi Party or its employees, agents, officers, directors or
does not warrant that the operation of the Software representatives, or(c) any breach of this Agreement
or Hardware will be error free. by the Indemnifying Party.
8. INFRINGEMENT MATTERS;INDEMNITIES 9. LIMITATION OF LIABILITY
8.1 Indemnity. Signifi agrees, at its own expense, to 9.1 No Consequential Damages. NOTWITHSTANDING
defend or, at its option, to settle any claim or action ANYTHING TO THE CONTRARY CONTAINED
brought against Client to the extent it is based on a HEREIN, NEITHER PARTY SHALL, UNDER ANY
claim that Client's use of the Signifi Solution in CIRCUMSTANCES, BE LIABLE TO THE OTHER
accordance with the scope of this Master FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL,
Agreement infringes or violates any patent, OR EXEMPLARY DAMAGES, INCLUIDNG LOSS
copyright, trade-mark or trade secret of a third party OF REVENUES OR LOSS OF PROFITS, EVEN IF
("Claim"). Signifi will indemnify and hold Client ONE PARTY HAS BEEN APPRISED OF THE
harmless from and against direct damages finally LIKELIHOOD OF SUCH DAMAGES OCCURRING;
awarded by a court of competent jurisdiction or PROVIDED, HOWEVER, THAT THE LIMITATION
agreed to in a settlement, including reasonable legal OF LIABILITY PROVIDED UNDER THIS SECTION
fees, provided that Client: (a) notifies Signifi SHALL NOT APPLY WITH RESPECT TO EITHER
promptly of a Claim; (b) permits Signifi sole control PARTY'S VIOLATIONS OF SECTION 5 OR
and authority over the defence or settlement of the SECTION 6.
Claim; and (c) at Signifi's expense, provides all
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10. TERM AND TERMINATION evidencing that such insurance coverage is in effect
should Client require such evidence. If an umbrella
10.1 Renewal Terms. The initial term of this Master policy is used to satisfy any required coverage of this
Agreement shall be for 3 years and shall renew Section 11, then such policy shall be at least"Follow-
each year automatically unless either Party notifies Form"with the requirements described in this Section
the other within 30 days of the end date of the 11 and not limit the coverage of any other policies
Master Agreement(the"Anniversary Date"). used to provide coverage under this Section 11.
10.2 Termination by Either Party. Either Party may 12. GENERAL TERMS
terminate this Master Agreement immediately upon
written notice to the other Party if the other Party 12.1 Assignment. Client shall not assign or otherwise
commits a material breach of this Master Agreement transfer this Master Agreement, in whole or in part,
and fails to cure the breach within 30 days of receipt except with the prior written consent of Signifi.
of a request in writing from the notifying Party to do
so. A breach by Signifi of its obligations under 12.2 Excusable Delay. Except for the obligation to make
Section 8 shall not be deemed to be a material payments, non-performance of either Party shall be
breach, but instead shall be subject to the exclusive excused to the extent that performance is rendered
remedies set forth in Section 7.3. impossible by strike, fire, flood, governmental acts,
epidemics, pandemics, or orders or restrictions, war,
10.3 Termination by Signifi. Signifi may terminate this acts of terrorism, failure of suppliers, or any other
Master Agreement immediately upon giving notice in reason where failure to perform is beyond the
writing to Client if: (a) Client fails to pay any reasonable control of the non-performing Party
amounts (that are not the subject of a good faith (collectively, the "excusable delay") provided that
dispute) due to Signifi; (b) Client fails to meet the the Party affected by the excusable delay is using
purchase commitments set forth in an Addendum; reasonable efforts to mitigate or eliminate the cause
(c) Client infringes Signifi's intellectual property or of the excusable delay or its effects. The Party
commits, or permits any third party to commit, any affected by the excusable delay shall promptly notify
breach of confidentiality obligations owed to Signifi; the unaffected Party in writing of the type of
or (d) Client files or has filed against it a petition in excusable delay and the disability resulting from the
bankruptcy. excusable delay ("Declaration"). If the excusable
10.4 Termination by Client. Client may terminate this delay lasts for more than 60 days from the date of
Master Agreement immediately upon giving notice in the Declaration, the Party not affected by the
writing to Signifi if: (a) Signifi knowingly commits, or excusable delay shall be entitled, without liability to
permits a third party to commit, a substantial breach the other Party, to terminate this Master Agreement
of obligations owed to Client; or (b) if Signifi files or by notifying the other Party within 60 days of
has filed against it a petition in bankruptcy. receiving the Declaration.
10.5 Effect of Termination. Upon termination of this 12.3 Notices. Notices shall be given in writing at the
Master Agreement, Signifi shall no longer accept address of each Party set forth at the beginning of
any new Purchase Orders from Client. Use of the this Master Agreement, and shall be deemed served
Signifi Solution for completed Purchase Orders shall (i) when delivered, if personally delivered, (ii) when
remain subject to the terms of this Master receipt is electronically confirmed, if transmitted by
Agreement. Client shall either destroy or return to facsimile or email, or (iii) upon receipt, if sent by
Signifi all other copies of the Software, Hardware certified or registered mail, return receipt requested.
and Documentation and certify in writing to Signifi 12.4 Currency. All amounts are stated and payable in
that no copies have been retained. In addition, USD dollars.
Client shall pay any outstanding amounts due to
Signifi within 10 days of termination of this Master 12.5 Governing Law. This Master Agreement shall be
Agreement. Sections 1, 2, 2.1, 4, 5, 6, 7.4, 8, 9, 10 governed by and construed in accordance with the
and 12 shall survive termination of this Master laws of the State of Delaware without giving effect to
Agreement. principles of conflicts of laws. The United Nations
Commission on International Trade Law
11. INSURANCE Conventions on Contracts for the International Sales
of Goods and Related Transactions is specifically
11.1.1 During the term of this Agreement and for a period excluded from this Master Agreement. The Parties
of not less than 12 months thereafter, Signifi shall waive any right to a jury trial.
secure and maintain comprehensive general liability
insurance. The policy of insurance shall have 12.6 Injunctive Relief. Any use or disclosure of the
combined single limits of not less than One Million Software, Documentation or Confidential Information
Dollars($1,000,000) USD per occurrence. by Client that is inconsistent with this Master
Agreement may cause irreparable damage to Signifi
11.2 Prior to the commencement of this Agreement, for which remedies other than injunctive relief may
annually thereafter, and each time a material change be inadequate. Client agrees that in any request to
is made with respect to the insurance carrier or policy, a court of competent jurisdiction for injunctive or
Signifi shall furnish to Client a certificate of insurance other equitable relief seeking to restrain such use or
disclosure, Client will not object to the remedy or
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require proof of actual damages or the provision of unenforceable provision by a provision that, to the
either a bond or other security. extent permitted by applicable law, achieves the
purposes intended under the invalid or
12.7 Export Controls. Client agrees and certifies that
unenforceable provision. If a Party deviates from the
neither the Software, Hardware, nor any other
technical data received from Signifi, nor the direct terms and conditions to comply with applicable laws,
rules and regulations, it shall not be considered a
product thereof, will be exported or re-exported
breach of this Master Agreement.
outside Client's territory, except as authorized and
as permitted by its laws and regulations. 12.13 Waiver. No failure of a Party to exercise any of its
12.8 Entire Agreement. This Master Agreement powers or rights or to insist upon strict compliance
constitutes the entire understanding between the by the other Partyo with its obligations, and no
Parties with respect to its subject matter, and tecustom or practice of the Parties at variance with the
supersedes all prior agreements, arrangements and waiver
of this Master Agreement shall constituteadexact
undertakings between the Parties. waiver of either Party's right to demand
compliance with this Master Agreement.
12.9 Amendments. No addition to or modification of any 12.14 Language. This Master Agreement is written in the
provision of this Master Agreement shall be binding English language at the express request of both
upon the Parties unless made by a written Parties. La presente convention est redigee en
instrument signed by authorized representative of anglais a la demande expresse des Parties.
the Parties.
12.10 Headings. The headings to the sections of this 12.15 Dispute Resolution. Except for any controversy or
claim with respect to intellectual property rights, or
Master Agreement are for ease of reference only
of
and shall not affect the interpretation or construction for the right of either Party to apply to court
of this Master Agreement. competent jurisdiction for a temporary restraining
order, a preliminary injunction or other equitable
12.11 Counterparts. This Master Agreement may be relief to preserve the status quo or prevent
executed in counterparts, each of which shall be irreparable harm, any and all claims, disputes or
deemed to be an original and all of which shall be controversies between the Parties under this Master
deemed to be an original instrument. Agreement ("Dispute") shall be submitted to the
President of each Party (or his or her designee) for
12.12 Partial Invalidity. If any provision of this Master a good faith attempt to resolve the Dispute. If the
Agreement or the application thereof to any Party or Parties are unable to reach agreement within 30
circumstances shall be declared void, illegal or days following a meeting, then the Dispute shall be
unenforceable, the remainder of this Master resolved at the request of either Party by final or
Agreement shall be valid and enforceable to the binding arbitration. The arbitration will be held at
extent permitted by applicable law. The Parties shall www.adrchambers.com or other similarly qualified
use their best efforts to replace the invalid or institution.
Signifi Solutions Inc. Client
By: By:
Name: Name:
Title: Title:
Date: Date:
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Exhibit A
Statement of Work
All Statements of Work are executed separately.
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Exhibit B
FEE SCHEDULE
Client will pay in accordance with Section 4 of this Master Agreement, unless specified otherwise below.
NOTE: the agreed upon fee schedule outlined in Exhibit B will include both payments over contract duration and any
associated termination clauses, etc. associated with each end customer Statement of Work. Details to be outlined for each
Statement of Work.
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Exhibit C limited warranty, Signifi's sole obligation, and Your sole remedy, shall,
in Signifi's sole discretion,the(i)replacement of the Licensed Product,
or part thereof with a functionally equivalent Licensed Product or part,
End User License Agreement (EULA) or(ii) repair of the Licensed Product. This warranty does not apply to
any non-conformance caused by (a) improper or inadequate
maintenance,or(b)software or interfacing equipment,parts or supplies
not supplied by Signifi or its authorized distributors.
This is a legal agreement between you ("You" or "Your") and
Signifi Solutions Inc. ("Signifi") regarding Your use of Signifi- 7. Warranty Disclaimer. Except as provided in section 6,the Licensed
software ("Agreement"). Installation or use of the Software Product is provided "as is"without warranty or conditions o any kind,
indicates your acceptance of the terms and conditions of this express or implied, including,without limitation,any implied warranties
Agreement. Accordingly, please read this Agreement before or conditions of merchantability, fitness for a particular purpose and
installing the software. non-infringement. You take the entire risk as to the quality and
performance of the Licensed Product. Some jurisdictions do not allow
1. Licence Grant. Signifi grants You a limited, non-transferable, non- the exclusion of implied warranties or conditions, so the above
exclusive, time-limited licence to use the object code version of the exclusions may not apply to You.
accompanying software ("Software") and documentation
("Documentation"). Signifi permits You to may (i) install and use one 8. Limitation of Liability. Signifi's sole obligation or liability under this
copy of the Software on a single kiosk, (ii)install and use the Software Agreement is the repair or replacement of the Licensed Product during
on a network, provided that you have paid a licence fee for each the Warranty Period. Signifi nor any of its affiliates or licensors shall be
computer and/or kiosk that is able to access the Software over the liable for consequential,indirect,special,incidental or similar damages,
network, and (iii) use the Documentation solely for your internal such as loss of business revenues, profits or savings or loss of data
business purposes. resulting from the use or inability to use the Licensed Product, even if
Signifi is advised of the possibility of these damages. In addition,
2. Licence Restrictions. You may use the Software and Documentation neither Signifi nor any of its affiliates or licensors,shall be liable or for
("Licensed Product") only as permitted by this Agreement. You may any claim by a third party arising out of Your use of the Licensed
not rent, sublicense or otherwise transfer or distribute the Licensed Product. Signifi's liability is limited to the amount You paid for the
Product or provide access to others on a service bureau basis or Licensed Product. You acknowledge that the amount paid by You for
otherwise. You may not copy or modify the Licensed Product, except the Licensed Product reflects this allocation of risk. Some jurisdictions
that You may make one copy of the Software solely as a backup, as do not allow the limitation or exclusion of liability for incidental or
long as all copyright and other proprietary notices are reproduced and consequential damages, so the above limitation or exclusion may not
included on the backup copy. You may not reverse compile, apply to you.
disassemble,alter,add to,delete from,or modify the Licensed Product.
You may not publish or transfer the Licensed Product, or any copy 9. Term and Termination. This Agreement shall take effect on the date
thereof, in whole or in part, except as expressly permitted by Signifi. the Licensed Product is acquired by or delivered to You and shall
You may not assign, sublicense, encumber, rent, lease, loan, resell or remain in effect unless terminated as provided below. If You fail to
attempt to transfer the Licensed Product or any portion thereof. You comply with Your obligations under this Agreement,this Agreement will
may not use the Licensed Product, or any element of the Licensed terminate immediately. Upon termination, You shall immediately
Product,to create derivative works or other works that are similar to the discontinue use of the Licensed Product and shall return or provide
Licensed Product. You may not remove any copyright or other certification to Signifi of the destruction of all copies of the Licensed
proprietary notices from the Licensed Product or any portion thereof. Product. All provisions of this Agreement relating to disclaimers of
warranties, limitation of liability, remedies or damages, and Signifi's
3. Support Services. Support services for the Licensed Product are not proprietary rights,shall survive any termination.
provided under this Agreement. Signifi may, at its sole discretion,
make support services available pursuant to a separate written 10. Miscellaneous.
agreement. Support services are not available for any evaluation a)This Agreement sets forth the entire agreement and understanding
copies of the Licensed Product. between You and Signifi and neither You nor Signifi shall be bound by
4. Proprietary Rights. All rights and title in and to the Licensed any conditions, definitions, warranties, understandings or
Product, including patents, copyrights, trade marks and trade secret representations with respect to the Licensed Product. The failure of
rights, belong to Signifi and its licensors. Signifi and its licensors hold Signifi or You to require performance of any provision of this
title to each copy of the Licensed Product, and any portion thereof. Agreement shall not affect Yours or Signifi's rights to enforce its rights
You acknowledge that the licence granted does not provide You with at a later time. No waiver by You or Signifi of any condition or of a
title to, or ownership of, the Licensed Product, but rather a right of breach of this Agreement shall be deemed to be or construed as a
limited use under the terms and conditions of this Agreement. No other further or continuing waiver of the condition or breach. If a provision of
rights are granted to You with respect to the Licensed Products. this Agreement is inoperative or unenforceable, it shall not have the
Signifi's licensors may enforce this Agreement against You, with effect of rendering the provision in question inoperative or
respect to components of the Licensed Products provided by that unenforceable in any other case or circumstance, or of rendering any
licensor if You breach the terms of this Agreement. other provision or provisions contained in this Agreement invalid,
inoperative, or unenforceable. The invalidity of a portion of this
5. Confidential Information. You agree that the Licensed Product Agreement shall not affect the remaining portions of this Agreement.
contains confidential information, including trade secrets, know-how
and other information,that comprise the exclusive property of Signifi or b)This Agreement shall be governed by the laws of the State of
its licensors. Whilst this Agreement is in effect and following its Delaware, U.S., without regard to its conflicts of laws rules. You and
termination, You shall maintain the confidentiality of this information Signifi consent to the exclusive personal jurisdiction and venue in the
and shall not sell, licence, sublicense, publish, display, distribute State of Delaware, U.S. The United Nations Commission on
disclose or otherwise make available this information to any third party, International Trade Law Conventions on Contracts for the International
nor use the information except as authorized by this Agreement. Sales of Goods and Related Transactions is specifically excluded from
this Agreement. This Master Agreement is written in the English
6. Limited Warranty and Remedies. Signifi does not warrant that the language at the express request of both Parties. La presente
functions contained in the Licensed Product will meet Your specific convention est redigee en anglais a la demande expresse des Parties.
requirements or that the operation of the Software will be uninterrupted
or error free. Signifi warrants that, for 90 days from delivery of the c) Questions regarding this Agreement,notices or other communication
Licensed Product to You (the "Warranty Period"), the Software will to Signifi shall be sent via e-mail to infona Signifi.com
function in substantial accordance with the Documentation and that the
media on which the Software is furnished will be free from defects in
material and workmanship, under normal use and service, when
correctly installed and maintained. If Your notify Signifi, during the
Warranty Period, of a failure of the Licensed Product to conform to the
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Exhibit D
Support and Warranty Overview
All capitalized words in this Exhibit shall have the respective meanings ascribed to them in the Agreement.
The following describes the Services'obligations to be provided for service delivery as further described below.
1. Effective Date: Date and Term: Master Agreement effective date with Duration (Term) being the same as that of the
Master Agreement herein.
2. Definitions
"CRF"means Change Request Form and is used to effect change over this signed and approved Agreement.
"Dispensing System" means lockers, vending, kiosks and other form factors, individually or collectively, for providing
devices and/or merchandise to end users.
"End Customer" is an external contract with the Client where the dispensing system is deployed.
"Escalation Procedures"means the path taken to address a concern not able to be resolved by lower level resources.
"Failure"means the loss of the ability to use or operate any component of the dispensing system.
"Incident"means the unplanned interruption of any dispensing system component.
"OOS" means Out of Scope or excluded from this agreement.
"Operating Level Agreement" (OLA) means the day to day Agreement between the Vendor and the Customer guiding
expectations, objectives and service targets for meeting SLAs. NOTE: these are not contractual in nature, but jointly
agreed in consideration of maintaining the operational nature of the dispensing system.
"Problem" is a cause of one or more incidents or the root cause of multiple incidents. To be understood, a cause of a
problem may or may not be known when a problem is declared. The problem troubleshooting and management
process is responsible for investigating the root cause.
"Resolution" means the action taken to repair an incident's root cause, implement a workaround or resolve a
customer's issue.
"Restore" means the action or actions taken to return the dispensing system to full function after an incident.
"Service Hours" means the agreed period when the dispensing system will be monitored, including hours of operations
for all support personnel regardless of designated level of support.
"Service Level Agreement" (SLA) means the Contractual Agreement between the Vendor and the Customer for
services to be rendered.
"SME"means Subject Matter Experts.
"SPOC" Single Point of Contact is assigned to assist and coordinate internal activities to stand up the support process
within their respective organization.
3. Term and Overall Conditions
3.1 The term of these Support Services shall be for three(3)years from the effective date of the Agreement.
3.2 Should Client require a different term to support a specific End Customer SOW, Client and Signifi will need to
mutually agree to the applicable term in a written CRF (and made an addendum to this Agreement) prior to it
becoming effective for each respective End Customer SOW.
3.3 Should Client require different conditions than this agreement to meet any end client flow through conditions with
their End Customer, Client must share those specific conditions with Signifi, and both parties must agree in
writing through a CRF (and made an addendum to this Agreement) prior to it becoming effective for each
respective End Customer SOW.
4. Principal Period of Maintenance("PPM")
4.1 The PPM is defined as core operating hours of each End Customer where the dispensing system has been
installed.
4.2 If installation locations cover more than one geographic region, core operating hours will be defined as starting at
the earliest region's start hours and ending at the latest region's close hours.
4.3 Operating Level Agreements are tracked and monitored against 4.1 and 4.2.
4.4 Service Level Agreements are measured against operating hours of 08:00 to 17:00 GMT, 7 days per week, to
take into account the Client's geographic region of operations.
4.5 If for any specific End Customer SOW 4.1 through 4.4 will not suffice, both parties must agree to changes in
writing through a CRF (and made an addendum to this Agreement) prior to it becoming effective for each
respective End Customer SOW.
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4.6 Contractor shall make available services as highlighted in Section 13,Service and Support Availability.
5. Purpose
5.1 This Agreement describes the services & support provided to the Client for the dispensing system, including
outlining related processes and general assumptions for the delivery of such services and support.
5.2 Client will provide Level 1 intake and basic troubleshooting for inbound and outbound service requests & Level 3
onsite services where mutually agreed appropriate on an incident by incident basis.
5.3 Signifi will provide Level 2 advanced troubleshooting and diagnostics for inbound service requests, Level 3
escalation to higher tiered expert support including remote support to Client's Level 3 onsite resources where
applicable & dispatch to a 3rd party onsite technician (appropriately trained) where Client onsite resources are
mutually determined not sufficient.
5.4 Provide software development of patches&releases for defects and error corrections
6. Prerequisite
6.1 Scope of services defined in this Agreement requires Client to be trained and responsible for its resources
following the process outlined by Signifi for incident intake and management prior to this Agreement taking effect.
6.2 Signifi will provide sufficient training material and documentation to enable Client to maintain trained resources on
the Dispensing System.
6.3 The Client shall be current on all Signifi licensing fees payable per Dispensing System unit.
6.4 Client will have in place and be responsible to provide any mutually agreed onsite support requirements.
6.5 If during the Agreement Term, Client believes they should purchase a certified spare parts kit from Signifi. they
can do so at that point in time. Specifics related to program details, terms and price, once mutually agreed, can
be appended to the Signifi Warranty Program subsection outlined below.
6.6 The use of uncertified parts will void all warranties.
6.7 The Parties agree that Signifi shall not provide any services or contact directly the Client's End Customer's onsite
operator of the Dispensing System without written approval and coordination from Client. If additional information
or work is required in pursuit of resolving the reported issues or delivery of the contracted services, Client will be
required to collect this information and provide to Signifi in a timely manner within acceptable timeframes to
meeting OLAs and SLAs.
6.8 All Services or deliverables not listed within this Agreement will be considered OOS unless mutually agreed and
appended to this Agreement through the CRF process in writing.
6.9 Issues arising from installation of non-approved software or solution, servers or workstations or any hardware will
void all warranties, OLAs and SLAs.
7. Support of Inbound Service Incidents or Requests from the Client
7.1 Overall support model will leverage the ITSOP125 — Shared Responsibility Model for Clients with Access to
Signifi's Systems.
7.2 Location will contact Client's Level 1 support Desk (Level 1) for any incidents they encounter with the kiosks or
request they may have as it relates to the Dispensing System.
7.3 The Client will triage & capture the technical details of the reported incident with Signifi's provided support
documentation.
7.4 The Client will determine the general disposition of the incident, typically hardware, software, infrastructure
related, vandalism, or alike.
7.5 If the Client can resolve the incident, they will implement the fix, resolve, and close the incident.
7.6 If the Client cannot resolve the incident, they will escalate to Signifi Level 2 at Support@Signifi.com via the
Client's Support portal located at https://signifisolutions.freshdesk.com/and, if deemed necessary, also by email
and/or phone at Support@Signifi.com. The Support ticket must reasonably include the following information:
7.6.1 The Urgency and Severity of the incident noted in all subject lines (e.g., URGENT — SEV1
<remaining content>). NOTE: severity is to be determined in accordance with Section 16 herein.
7.6.2 Date&Time of the incident
7.6.3 Store number
7.6.4 Order ID
7.6.5 A verbose description of the issue
7.6.6 The version of the software both Vision and UI
7.6.7 Screenshots or videos of the problem
7.6.8 Logs from the UI from specific folders
7.6.9 Steps were taken to reproduce the issues
7.6.10 Steps have been completed in attempting to resolve the issue
7.7 Signifi's Support team will acknowledge the incident upon receipt—SLA response clock will start.
7.8 Signifi's Support team will review ticket details and assign/confirm the ticket with an appropriate severity that will
be used to prioritize the work of the incident.
7.8.1 If Signifi determines that the severity of the ticket is different than that of the Client resource
submitting, Signifi's Support team will immediately notify Client to align on appropriate severity as
this directly impacts the SLA clock. Signifi Support and Client will have up to 30 minutes to agree
on any misaligned seventies, else the incident will be escalated to upper management for
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resolution.
7.8.2 If Signifi determines that required information is missing or inadequate details, Signifi will send
this case back to the Client requesting the additional information, and the SLA clock will reset.
7.8.3 If all required info has been provided, Signifi's Support team will work towards resolving the
incident.
7.9 During the investigation, Signifi may be required to contact the location's POC with additional questions or
provide direction on how to resolve the problem. If this becomes necessary, Signifi will follow the process
agreed with Client in subsection 6.7 herein.
7.10 As it relates to Hardware related incidents, if Signifi's Support team & onsite POC (Client or Client's End
Customer) cannot resolve the incident remotely, an onsite technician, as defined above, may be required to be
dispatched to the location.
7.11 Dispatching an onsite technician does not equate to the SLA clock being tagged as resolved.
7.11.1 If the onsite technician cannot resolve the incident on their own, they will contact either Client's or
Signifi's support teams for further assistance and or next steps.
7.11.2 Both Signifi Support and Client's Support teams will work with the onsite technician to resolve the
incident together.
7.12 Once the onsite service incident is resolved, the onsite technician will notify Client and Signifi Support teams
that the ticket is ready to be closed the ticket.
7.13 Upon readiness to close, Signifi and Client's Support teams will coordinate as appropriate to confirm with the
End Customer that the incident has indeed been resolved. With that confirmation, the ticket will then be
closed.
7.14 Software-related incidents that have been escalated by Level 1 will be diagnosed and managed to resolution
by Signifi's Level 2 support desk.
7.14.1 If the level 2 support agent cannot resolve the incident, they will escalate the incident and, along
with the steps, reproduce the problem to Signifi's Level 3 Triage team.
7.14.2 Signifi's Level 3 Triage team will reproduce the issue before escalating the incident to additional
Signifi resources to fix the problem.
7.14.3 If Signifi's Level 3 Triage team or working with the location cannot reproduce the issue, the
incident will be closed and placed into Signifi's Knowledge Base, and a reference number will be
provided.
7.14.4 If the incident should reoccur, the location should contact the Client's Support Desk using the
provided reference number to report the incident once again. In turn, the Client's Support Desk
should provide Signifi with the same reference number when resubmitting the incident.
7.15 If the issue can be reproduced, the case will be documented, and a defect severity classification assigned to
the problem along with appropriate documentation being captured in Signifi's Knowledge Base.
7.16 The fix will be released as per the agreed delivery expectation as referenced in the table below.
8. System hosting
1.1 Signifi will provide the Client with a standard multi-tenant cloud instance. Signifi has various hosting options
which can be discussed and selected on a case-by-case basis, dependent on the Client's End Customer's
security requirements.
9. Software Deployment Service
9.1 Updates are defined as bug fixes, patches, enhancements, and modifications provided when necessary to fix
any software failure to perform substantially according to the specifications and when generally available to
other Signifi customers. Updates are indicated by a minor version number change, e.g. version 1.1 to version
1.2. Updates are provided as part of support and maintenance at no additional charge, if available, for the
specific software purchased under this Agreement.
9.2 Upgrades are new versions of the software which add significant new features or functionality or substantially
improve or enhance the software. Upgrades are indicated by a major version number change, e.g. version 1.0 to
version 2.0. Upgrades are not always provided as part of support and maintenance to the Client.
9.3 Signifi will deploy a formal Release Management process to inform Client when Updates and Upgrades that
could impact their End Customers using Signifi's Dispensing System are to be released. This process will
include documented Release Notes that help Client understand what the changes are, why the changes were
implemented and their benefit to the Client/End Customer.
9.4 Support and maintenance services included in this Agreement do not include support for non-standard features
or Client customizations, unless mutually agreed in writing and appended to this Agreement through the CRF
process.
9.5 Non-standard requests for features or support are chargeable as Professional Services and subject to uplift
throughout the term of this Agreement.
10. Software Deployment Process
10.1 Signifi will maintain a formal Release Management Process.
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10.2 Signifi will share release notes with the Client.
10.3 Client will review and advise Signifi when they would like to receive the release.
10.4 Upon mutual acceptance within the Client's UAT environment,
10.4.1 If defects are discovered, the Client should notify Signifi as quickly as possible.
10.4.2 Depending on the severity of the issue, the Client may elect to provide direct access to Signifi's
Development department to resolve the issue remotely.
10.4.3 If this defect is severe, the Client should open a ticket to Signifi's support desk, where the defect
will be managed through the defined incident management process.
10.4.4 This will occur until the release is accepted as final.
10.5 After successful UAT testing, which includes formal sign-off by Client (not to be reasonably withheld), the
release will be promoted to Final.
10.6 Upon mutual acceptance, Signifi will finalize the software build and deploy it to all connected Dispense System
units at a mutually agreed time to their production environment,within the scheduled maintenance window.
11. Responsibility Matrix
11.1 The following table identifies the roles and responsibilities between Signifi and the Client for any IMAC services
(Installs, Moves,Adds, Changes).
NOTE: for the following table, Level 1 refers to client's service desk, which engages directly with their employees.
Level 2 refers to Signifi's remote service desk, which engages with the client's service desk. Level 3 refers to
Signifi's break fix and higher tier technical support personnel.
Task Location Client Signifi
Assign a project manager/single point-of-contact for the coordination and
execution of all IMAC activities. x x
Report any problems that are experiencing with the dispensing system
promptly to Client Support Desk
Level 1 -Incident management&ticketing x
Escalation to Level 2 Resolver group x x
Manage any incidents related to location's infrastructure (network or
power) x x
Respond to all escalated incidents raised to Level 2 for advanced
diagnostics and remote software correction recommendation within x x
agreed SLA
Manage and resolve any hardware related incidents with the Dispensing
System
Provide end user orientation of use of Dispensing System, including User
Interface, &Vision Enterprise Software x x
Provide training to accredited technicians to respond to service
dispatches x x
Provide all onsite resources to complete service dispatches x
Provide reasonable best effort access to professional service Level 3
triage, Software and Engineering teams
Provide software patching and deployment services x
Provide Hosting Services in multitenant cloud instance x
Manage any escalations that may arise during the completion of the
service requests x x
Upon completion of service request, ticket will be updated with details
related to service visit x x
Purchase spares parts from Signifi within first year that may be required
to service the deployed kiosks
Provide any required in warranty parts or tools needed to restore the
equipment to working condition. Parts are under warranty for 1 year from x
ship date
1-way shipment of replacement parts(Replacements and Defectives) x
Dispose of non-reparable defective parts in an environmentally friendly
x x
manner
Provide and make readily available technical support & problem
management
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Task Location Client Signifi
Service planning and Service Management x x
Report Design and Delivery x x
Provide QA/Configuration checklist for Gold Build (e.g., basic project
build) x
12. Excluded from Scope
12.1 All Services or deliverables not listed within this Agreement.
12.2 Issues arising from installation of non-approved software or solution, servers or workstations or any hardware.
13. Service and Support Availability
Service 08:00—17:00 GMT 17:01 —07:59 GMT
Available Supported Available Supported
Inbound Support of incidents and requests Yes Yes Yes Yes
Manned 24x7 Phone Support Yes Yes Yes Yes
24x7 Monitored Email Support Yes Yes Yes Yes
Proactive Monitoring Yes Yes N/A N/A
Priority Incident Management Yes Yes Yes Yes
Problem Management Yes Yes No No
Account Management Yes Yes No No
Feature Request Yes Yes No No
Deployment Planning Yes Yes N/A N/A
IMAC Services Yes Yes N/A N/A
Installation Support Services Yes Yes Yes Yes
24x7 Cloud Hosting Services Yes Yes Yes Yes
Parts Management Yes Yes N/A N/A
Software Quality Assurance Engineering Yes Yes No No
Software Development Engineering Yes Yes No No
14. Incident Ticket Service Level Objective
14.1 As per incident call flow,the incident will be assigned with a priority as noted in the table below. For clarity, the
expectation is that Signifi's service desk will work the incident through a formal incident management process
within the agreed timeframes.
14.2 Client and Signifi agree that tickets, although technically resolved,will not be tagged closed until End Customer
confirms resolution is working. However, for SLA purposes, SLA clock can be put on hold pending End
Customer confirmation.
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Response Resolution Escalation Time
Priority SLO SLO
T1 T2 T3
1 Severity 8 Critical Within tohours
resolve Immediate 20 minutes 30 minutes
Within 12 business After 20 After 20 After 1 hour
Severity minutes minutes without
1 business hours
2 hour to resolve without without progress
progress progress
Within 24 business After 20 After 1 hour After 2 hours
Severity minutes without without
3 Medium 4 business hours without progress progress
hours to resolve
progress
Severity Same day 72 business After 1 hour After 2 hours After 16
4 Low (12 hours) hours without without hours without
to resolve progress progress progress
Onsite Response* 48 to 72 hrs
Onsite 72 hrs
Resolution*
"Location dependent
SLO Response Time for Service Desk to respond to an Target response is 90% of
incident. SLO
SLO Resolution Time to resolve incident and return business Target resolution is 90% of
services to normal. SLO
15. Incident Ticket Escalation Procedures:
Escalation Severity Elapsed Time Escalation Point Comments
Level
1 no response or resolution
immediately Follow up email sent to Timings as shown
Tier 1 2 after 20 minutes without Support(a.Signifi.com and/or unless mutually agreed
progress 905-602-7707 option 2;or 1- to another per incident
3 after 60 minutes without 877-744-6434 x2 (situational)
progress
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Escalation Severity Elapsed Time Escalation Point Comments
Level
4 after 4 hours without
progress
1 after 20 minutes without
progress Escalation to Signifi
2 after 20 minutes without Technical Leads, or phone Timings as shown
Tier 2 progress call to Support and request unless mutually agreed
3 after 60 minutes without to speak with a Technical to another per incident
progress Lead; or email sent to (situational)
4 after 8 hours without <supportleads@signifi.com>
progress
1 after 40 minutes without Phone Call and email to
progress Director Services and
2 after 60 minutes without Support-Dave Smith-905-
progress 601-5522 Timings as shown
Tier 3 3 after 2 hours without Dsmith(a)signifi.com unless mutually agreed
progress to another per incident
after 12 hours without AND (situational)
4 progress
Assigned Success/Account
Manager
16. Incident Classifications
16.1 Software defects will be resolved by a software quality engineering and/or the software development group and
upon successful reproduction of the reported issue will be classified in the following classifications depending
on severity as noted in the table below.
16.2 At Client's discretion they may elect to escalate via the assigned Account/Success manager to request a
hotfix in writing if the fix cannot wait to the next scheduled release.
16.3 The Account Manager will review the request with the appropriate stakeholders and business units.
Severity Definition Examples Expected ETA for Fix"
Revenue or Dispensing Impact
Service is severely impacted in one or • Unit not dispensing devices 5 business hours,
Critical more locations. The defect affects • Elevator not functioning unless otherwise
Severity 1 critical functionality or critical data. It • Payment device not processing mutually agreed at
does not have an immediate
workaround. • Unit offline, no transactions program level
• UI is frozen
Partial Dispensing Impact
Service is limited with partial
interruptions. The defect affects
• Negative user experience 10 business hours,
High significant functionality or essential • 1+lanes fail to dispense, but unit unless otherwise
Severity 2 data. It has a workaround but is not overall works mutually agreed at
apparent or is difficult. • Incorrect employee list or MID program level
loaded
Service is working, but with periodic Periodic Interruptions 20 business hours,
Medium errors. The defect affects minor • UI errors; unit still dispensing unless otherwise
Severity 3 functionality or non-critical data. It has • Non-critical malfunctions mutually agreed at
an easy workaround. • Irritation errors program level
Service is working, but with cosmetic Minor Impacts 40 business hours,
issues. The defect does not affect • Vinyl damage
Low unless otherwise
functionality or data. It does not need a • Planogram change request
Severity 4 workaround. It does not impact mutually agreed at
p UI text changes program level
productivity or efficiency. • Training or Procedure clarification
17. Service Level Objectives:
17.1 SLA compliance is 90% measured monthly for all locations calculated by total inbound measurable service
request against total complied inbound service tickets for the measured period.
17.2 Signifi must receive the incident via the agreed call process to count towards SLA measurement.
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17.3 The root cause of the incident must not be excluded from scope as defined in section 12 to count towards SLA
measurement.
17.4 The Vendor will provide SLA reporting at a minimum of once monthly.
18. Notification Listing
Person or Group I Title ! Email /Address Phone Number Availability/
— Comment
Signifi Solutions INC Corporate Office N/A 1-877-744-6434 M-F 9-17:00 EST
Signifi Support Support Desk Support(aSignifi.com 1-877-744-6434 x2 24x7x365
Signifi IT IT Desk ITt Signifi.com M-F 9-17:00 EST
Signifi Accounts Accounts Payable AP a.Signifi.com 1-877-744-6434x0 M-F 9-17:00 EST
Payable
Signifi Executive
Signifi Sales Lead Sponsor/Sales aforget@signifi.com xxx-xxx-xxxx M-F 9-17:00 EST
Representative
Signifi Account Signifi Account amoffat@signifi.com 289-805-1638 M-F 9-17:00 EST
Manager Manager
Dave Smith Director of Services Dsmith a(�signifi.com 905-601-5522 M-F 9-17:00 EST
and Support
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Incident flow chart for ticket origination and flow
High level process
In line with Exhibit E—Section 7 process outlined herein
From event From web
mgmt portal Frcm email From phone
Identify,log,
and categorize
ticket
Request
Prioritize Fulfilment
NO Request? YES v Process
incident
Critical
V
Incident Critical Tier 1
Process 'YES incident? NOS troubleshooting
r
Functional
Mgmt Functional
4YES Hierarchica Escalation -YES
Escalation Escalation? Escalation?
Tier 2/3
NO
Investigate Resolve incident
' and recover • Close incident
and Diagnose
service
Incident and Ticket process flow by Support Tier
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In line with Exhibit E—Section 7 process outlined herein.
Please note: in the flow chart below, First Line (T1) references a combination of Eisai's and Signifi's respective support
desks, and Second Line(T2) and Tier 3 (T3) references Signifi's support desk.
Incident Management
=Customer N di fcation
Inadent
0=Customer Ndifcation if aryDetay(
ua.c,r a,.,�.e—
=ShitLetEnadement •
J
•
"' User Document
F Create icxet. Troubleshoot vaidates resolution&
Describe incident I •ennui- -Renote support Can nciden resolution evefuate as
♦= andcortadenduser severity8 Y-e Resolve --. --.
O for morenbnnation .:t -Knowledgebase be resolved? and doses candidate for
0. Sew 2-4 -Peerdiscussion II tcket(or knowfedgebase
0. ifneeded. au dose) arfde
oaf • b
N
o Se+1 Add docunenla an
Follow IEscalate b toticket
c Crtical aPPmPdatetier, -IncidetDescription
— Inddent ' a hiend rarchisder cal
in ^ -Diagnostics
e
rn Process -Results of Action
LL escalation C.
-Primly/Seventy
t Note,* i Document
p, Commit to Cal user br User validates resolution&
a contact further n6rmation an redden Y.Resolve--. resddion& evaluate as
7 based on and troubleshoot resoled? doses tickets candidae for
a �, _11 (orauto-dose) KB artide
s ever
E. levels or -
•
c within X }
• hours after Peer discussion?OR Flag brT1
escalation escalate to T3 or training or self-
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o vendor r4• serve
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a,
rn
I
User validates Document
Call user fur resolution&
:nndden Charge resolution8
a -'further inbmmation resolved? required?required? Resolve—.doses tickets(or N. evaluate as
C and troubleshoot _� solo-dose) candidate fur KB
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Y Add to documentation&escalate N
escalate
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devebprnert
•
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Page 15
Signifi Warranty Program
Client is purchasing the Signifi Warranty Program for the Contract Duration, which includes parts and onsite labor up to 2
visits per year per each site/location with a deployed Dispensing System.
As long as the Warranty Fee is current, the Warranty Service Plan provides for replacing Dispensing System parts that fail
due to manufacturing defects in materials and workmanship. Upon receipt of an RMA claim, Signifi will ship a replacement
part. This standard manufacturer's warranty requires any faulty part to be removed from the unit and sent to Signifi. Signifi
will in-turn ship a part in working order.
1. Excluded from warranty coverage are acts of nature, such as electrical storms, floods, fire, etc., acts of war and
terrorism,criminal acts, and customer damage and negligence.
2. Any warranty does not include cosmetic damage due to vandalism or issues determined to be communications or
electrical related (Internet and power issues).
3. If Signifi determines, after receiving the faulty part, that the part was operational, the Client will be notified and will
be invoiced for the additional part.
4. If the Client does not ship the faulty part to Signifi within 15 days from correspondence from Signifi, the Client will be
invoiced for the additional part.
5. The warranty fee includes on site costs within the 4 visits per year per site/location, including windshield time
globally. If for any reason a specific site requires more than 4 visits per year, additional onsite visits can be covered
via time and materials included at the hourly rate card included in the MSA or applicable SOW at time of contract
signature. If for any reason this rate card is not included in the Agreement, it can be appended after signing
through the Change Control Process outlined in the Agreement.
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SUPERSEDING ADDENDUM
1. This superseding addendum is made and entered this 8th day of January, 2024, by and
between Riverside, Missouri ("City") and Signifi Solutions, Inc., a Delaware corporation,
and Kenton Brothers Locksmiths, Incorporated, a Missouri corporation (collectively,
"Contractor").
2. This superseding addendum form is hereby made a part of the Master Agreement
("Agreement") by and between the parties, modifying and superseding where it is
inconsistent. All other conditions of the Agreement remain unchanged and this addendum
is expressly incorporated and made a part of the Agreement.
3. This Agreement shall not be deemed to create any third-party benefit hereunder for any
member of the public or to authorize anything,not a party hereto,to maintain suit pursuant
to the terms of this Agreement.
4. Section 12.5 is deleted and replaced with the following: This Agreement shall be governed
by and interpreted, construed, and enforced in accordance with the laws of the State of
Missouri. The parties hereto agree that any action at law, suit in equity, or other judicial
proceeding arising out of this Agreement shall be instituted only in the Circuit Court of
Platte County, Missouri or in federal court of the Western District of Missouri and waive
any objection based upon venue or forum or otherwise.
5. Section 10(b)of Exhibit C (End User License Agreement) is deleted and replaced with the
following: This Agreement shall be governed by and interpreted, construed, and enforced
in accordance with the laws of the State of Missouri. The parties hereto agree that any
action at law, suit in equity,or other judicial proceeding arising out of this Agreement shall
be instituted only in the Circuit Court of Platte County, Missouri or in federal court of the
Western District of Missouri and waive any objection based upon venue or forum or
otherwise.
6. Section 8.4 is deleted.
7. Notwithstanding any provision of the Agreement to the contrary,nothing in the Agreement
shall constitute or be construed or deemed to constitute a waiver of the City's sovereign
immunity. The parties agree that the City is not indemnifying Contractor for any reason
whatsoever.
8. The last sentence of Section 12.6 is deleted.
9. Section 12.15 is deleted and replaced with the following: Dispute Resolution. Except for
any controversy or claim with respect to intellectual property rights, or for the right of
either Party to apply to a court of competent jurisdiction for a temporary restraining order,
a preliminary injunction or other equitable relief to preserve the status quo or prevent
irreparable harm, any and all claims, disputes or controversies between the Parties under
this Master Agreement("Dispute")shall be submitted to the President of each Party(or his
or her designee)for a good faith attempt to resolve the Dispute within 30 days following a
meeting.
10. Contractor will carry and maintain Commercial General Liability (CGL) insurance with
policy limits not less than the maximum amounts of liability set forth in Section 537.610,
RSMo,and as adjusted pursuant to Section 537.610.5.RSMo.The CGL policy will include
an endorsement certificate which names City as an additional insured, and such certificate
shall be provided to the City by or before the effective date of the Agreement.
11. In the event of litigation by the City against the Contractor to enforce the terms of this
Agreement or to remedy a breach of the terms of this Agreement(either in law or in equity),
the City shall be entitled to recover from the Contractor its reasonable attorney fees, costs,
and expenses arising from such litigation if the City is a prevailing party.
12. Contractor acknowledges and agrees that the City is subject to Missouri's Open Records
Law (Chapter 610, RSMo), and, notwithstanding any provision of the Agreement to the
contrary, nothing in the Agreement shall preclude the City from fulfilling its legal
obligations under Chapter 610, RSMo. No action taken by the City to comply with its
obligations under Chapter 610, RSMo shall be considered a breach of any provision of the
Agreement.
13. Pursuant to Section 285.530(1), RSMo by its sworn affidavit in substantially the form
attached hereto, Contractor hereby affirms its enrollment and participation in a federal
work authorization program with respect to the employees working in connection with the
contracted services. Furthermore, Contractor affirms that it does not knowingly employee
any person who is an unauthorized alien in connection with the contracted services.
14. Section 208.009, RSMo requires that contractors provide affirmative proof that the
Contractor is a citizen or permanent resident of the United States or is lawfully present in
the United States. Affirmative proof can be established through a Valid Driver's License;
US Birth Certificate (certified with an embossed, stamped or raised seal issued by a state
or local government — hospital certificates are not acceptable); US Passport (valid or
expired); US Certificate of Citizenship, Naturalization or Birth Abroad; US Military
Identification Card or Discharge Papers accompanied by a copy of US Birth Certificate
issued by a state or local government.
15. This Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that the Contractor will be an independent contractor and not the
City's employee for all purposes, including, but not limited to, the application of the Fair
Labor Standards Act minimum wage and overtime payments, Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, Missouri Revenue and Taxation laws, Missouri
Workers'Compensation and Unemployment Insurance laws.
16. Pursuant to Section 34.600, RSMo, if the Agreement is valued at more than $100,000,
Contractor agrees to comply with Missouri law regarding the Anti-Discrimination Against
Israel Act, and execution of this Superseding Addendum constitutes Contractor's
certification of compliance with the Anti-Discrimination Against Israel Act, including that
it is not currently engaged in,and shall not, for the duration of the Agreement, engage in a
boycott of goods or services from the State of Israel; companies doing business in,or with,
Israel companies authorized by, licensed by, or organized under, the laws of the State of
Israel;or persons or entities doing business in the State of Israel.
17. In accordance with the laws of the State of Missouri, specifically Missouri Constitution,
art.VI,section 26,notwithstanding any provision to the contrary,nothing in the Agreement
shall be construed as creating an obligation or debt beyond the City's fiscal year, and in
the event that it does, performance of the City's obligations under the Agreement is
expressly subject to appropriation of funds by the City year-to-year during the duration of
the Agreement.
18. In accepting this Agreement, Contractor certifies that no member or officer of its firm or
corporation is an officer or employee of the City, or any of its boards or. agencies, and
further that no officer or employee of the City has any financial interest, direct or indirect,
in this Agreement.All applicable federal regulations and the provisions of Section 105.450,
RSMo,et seq. shall not be violated.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
APPROVED AS TO FORM:
A7 FORNE/J
By: 2/
Attorney, pc,,A 4 /-" V
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
By:
Bria . K ral
Ci Administrato
CITY OF RIVERSIDE:
By: W `` • ,A :?
• ''
Ka. een . ose, ayor ATTEST: ' `y
•
' Robin.Kincaid,City Clerk
t• 4 L� •- -
CONTRACTOR:
Signifi Solutions Inc.
By: S"
(Signature)
Printed Name: Sham ira Jaffer
Title:CEO
ATTEST:
Andrew Moffat(Signifi)
fiLtJ /11,5-
CONTRACTOR:
By: l►r
(Signature
Printed Name: Chris Bolek
Title: Senior Security Consultant
ATTEST:
Work Authorization Affidavit
STATE OF MISSOURI )
)ss.
COUNTY OF )
As used in this Affidavit,the following terms shall have the following meanings:
EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of
Missouri.
FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work
authorization programs operated by the United States Department of Homeland Security or an equivalent
federal work authorization program operated by the United States Department of Homeland Security to
verify information of newly hired employees, under the Immigration Reform and Control Act of 1986
(IRCA),P.L. 99-603.
KNOWINGLY: A person acts knowingly or with knowledge,(a)with respect to the person's conduct or
to attendant circumstances when the person is aware of the nature of the person's conduct or that those
circumstances exist; or(b)with respect to a result of the person's conduct when the person is aware that
the person's conduct is practically certain to cause that result.
UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law
to work in the United States,as defined in 8 U.S.C. 1324a(h)(3).
BEFORE ME, the undersigned authority, personally appeared , who, being duly
sworn,states on his oath or affirmation as follows:
1. My name is and I am currently the of
(hereinafter "Company"), whose business address is
,and I am authorized to make this Affidavit.
2. I am of sound mind and capable of making this Affidavit, and am personally acquainted with the facts
stated herein.
3. Company is enrolled in and participates in a federal work authorization program with respect to the
employees working in connection with the contracted Project Services.
4. Company does not knowingly employ any person who is an unauthorized alien in connection with the
contracted services set forth above.
Affiant/Contractor Printed Name
Subscribed and sworn to before me this day of ,20 .
SEAL Notary Public
PropertyRoom.com Account# 2656
Federal Tax ID:86-0962102 Asset Disposition Services Agreement
This Asset Disposition Services Agreement notice of non-renewal is provided by either party to the
("Agreement") is made by and between other at least sixty (60) days prior to the expiration of
PropertyRoom.com, Inc., a Delaware corporation the then current term.
("Contractor") and City of Riverside ("Owner"). The a. Either Owner or Contractor (the "Party" or
Agreement is effective upon Owner's signature date "Parties") may terminate the Agreement upon
("Effective Date"). thirty(30) days prior notice to the other Party.
b. The rights of the Parties to terminate the
Whereas Contractor's business involves surplus asset Agreement are not exclusive of any other rights
management, selling, auction, disposition and related and remedies available at law or in equity, and
services("Services"); and such rights will be cumulative. Exercising any
Whereas Contractor desires to provide Services to such right or remedy will not preclude
Owner and Owner desires Contractor to provide exercising these or any other rights and
Services subject to this Agreement. remedies.
Now therefore, in consideration of premises above c. Upon any termination or expiration, Contractor
and mutual covenants and agreements set forth herein, may continue to provide Services for any
Contractor and Owner agree as follows. unsold Assets then in the possession of
Contractor. Alternatively, Owner may, at
Any other municipal, county, or state government Owner's expense, arrange for the return of
agency located within the same state as Owner may Owner Assets.
also procure Services under this Agreement under the
same terms and conditions stated in this Agreement by 4. Payment for Services
executing an adoption agreement with Contractor a. Fees. Fees for Contractor Services appear in
based upon this Agreement. signed addendums to this Agreement.
b. Remittance of Proceeds. Once a month,
1. Items Requiring Services. Owner will identify Contractor will remit Owner Net Proceeds from
items ("Assets") it desires to provide to Contractor sales completed the prior month. Sales are
for Services. Contractor retains the right to accept deemed completed when all items from an
or reject certain Assets in its sole discretion. asset list line-item are sold, paid for and
shipped. Contractor may defer payment of any
2. Title to Assets. Owner shall retain, at all times, amount less than $250 until such time as the
legal title to Assets unless and until Assets are amount owed Owner equals or exceeds$250.
purchased or otherwise disposed of according to c. Invoices. If monthly Proceeds do not cover
the Agreement, at which time Owner will be amounts owed, Contractor and Owner will
deemed to have transferred title directly to an Asset mutually agree for Contractor to either:
purchaser or other acquirer ("Buyer") identified by (1) Invoice Owner for Services, net of
Contractor. Owner appoints Contractor as its Proceeds collected, or
representative and instrumentality to hold and offer (2) Accrue and carry-over unpaid balances,
Assets for sale, on Owner's behalf, in accordance invoicing Owner when negative balances
with the Agreement. Owner appoints Contractor as persist for six (6) consecutive months.
its attorney-in-fact to sign any and all documents d. Reporting. Each month, Contractor will
necessary to assign to Buyers all of Owner's rights, publish a standard online report containing
title and interest in and to Assets sold or disposed. information related to Owner Assets, Services
Cash receipts,accounts receivable,contract rights, provided, Fees and Owner Net Proceeds.
notes, general intangibles, and other rights to
payment of any kind arising out of Asset sales 5. Contractor Obligations. Contractor may utilize
("Proceeds") belong to Owner. Contractor may subcontractors in its performance of Services,
withhold from Proceeds amounts owed to provided Contractor shall be responsible for any
Contractor and any third parties in connection with breach of this Agreement by such subcontractors.
Services, which amounts shall be disbursed by With respect to delivering Services:
Contractor on Owner's behalf. Contractor will remit a. Contractor shall maintain insurance covering
remaining balances to Owner ("Owner Net Assets against fire, theft, and extended
Proceeds"). coverage risks ordinarily included in similar
policies.
3. Term and Termination b. For auction Services, Contractor will use
This Agreement shall commence on the Effective Date organic marketing techniques ("OMT") to
and shall continue for an initial term of one(1)year from increase bidding on Owner Assets. OMT may
the Effective Date and thereafter will automatically include, but not be limited to, email, publicity
renew for consecutive one(1)year terms unless written related to this Agreement, and facilitation of
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Asset Disposition Services Agreement
clickable links on Owner website(s)to websites acknowledgment of receipt thereof is delivered to
used by Contractor for Asset sales. the sender), sent by certified, registered mail or
sent by any nationally recognized overnight courier
6. Asset Lists service to the addresses provided in the Owner
a. Manifest & Asset Lists. Owner will complete information section. Notices sent by registered mail
paperwork reasonably necessary to convey or national overnight carrier shall be effective upon
custodial possession of Assets to Contractor, delivery. The Parties may, from time to time and at
such as written manifests or Asset lists (the any time, change their respective addresses and
"Asset Lists") describing items in sufficient each will have the right to specify as its address
detail for proper identification. Contractor owns any other address by written notice to the other
exclusive rights to sell Assets described in Party. A change of address will take effect upon
Asset Lists provided by Owner for a period of receipt of notice unless a later date is otherwise
120 days from the date Owner releases an specified.
Asset to Contractor for sale and Owner will not
grant any such rights to any third party(or itself 11. Interpretation.Whenever possible,each provision
sell the applicable Assets). of the Agreement will be interpreted in such a
b. Excluded Assets. Owner agrees it will not manner as to be effective and valid under
knowingly provide illegal or hazardous Assets applicable law, but if any provision of the
or Assets that infringe intellectual property Agreement is held to be prohibited by or invalid
rights of any third party ("Excluded Assets"). In under applicable law, such provision will be
the event Contractor identifies any item as an ineffective only to the extent of such prohibition or
Excluded Asset, Contractor shall have the right invalidity, without invalidating the remainder of
to suspend, cancel, or unwind any sale or such provision or the remaining provisions of the
disposal of such Excluded Asset. Agreement. The Agreement headings are inserted
for convenience of reference only and shall not
7. Salability of Assets. constitute a part hereof.
a. Owner states Assets subject to Services are
legally available for sale to the general public; 12. Governing Law. The internal law, and not the law
and of conflicts, of the state in which Owner is located
b. If required,Owner has taken necessary actions will govern all questions concerning construction,
for transfer of Asset title(s)to Buyers. validity and interpretation of the Agreement and the
performance of the obligations imposed by the
8. Books and Records. Contractor will keep Agreement. The proper venue for any proceeding
complete and accurate books of account, records, at law or in equity will be the state and county in
and other documents with respect to the which the Owner is located, and the Parties waive
Agreement ("Books and Records") for at least 3 any right to object to the venue.
years following Agreement expiration or
termination. Upon reasonable notice, Books and 13. Further Assurances. Contractor and Owner will
Records will be available for inspection by Owner, each sign such other documents and take such
at Owner's expense, at the location where Books actions as the other may reasonably request in
and Records are regularly maintained, during order to effect the relationships, Services and
Contractor's normal business hours. activities contemplated by the Agreement and to
account for and document those activities.
9. Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named 14. Relationship of the Parties. No representations
herein and their respective successors and or assertions will be made or actions taken by
assigns. Neither Party may assign any of its either Party that could imply or establish any joint
obligations under this Agreement without the prior venture, partnership, employment or trust
written consent of the other Party,such consent not relationship between the Parties with respect to the
to be unreasonably withheld or delayed, provided subject matter of the Agreement. Except as
that Contractor may assign this Agreement without expressly provided in the Agreement, neither Party
such consent to a successor in interest by way of a will have any authority or power whatsoever to
merger, consolidation, or sale of all or substantially enter into any agreement, contract or commitment
all of Contractor's assets. on behalf of the other, or to create any liability or
obligation whatsoever on behalf of the other,to any
10. Notices. Any notice or other communication given person or entity.
under the Agreement will be in writing and
delivered by hand, sent by facsimile (provided
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Asset Disposition Services Agreement
15. Force Majeure. Neither Party will be liable for any will not to be deemed a cause beyond a Party's
failure of or delay in performance of the Agreement control. Each Party will notify the other Party
for the period that such failure or delay is due to promptly of any Force Majeure occurrence and
acts of God, public enemy, war, strikes or labor carry out the Agreement as promptly as practicable
disputes, or any other cause beyond the Parties' after such Force Majeure is terminated. The
reasonable control (each a "Force Majeure"), it existence of any Force Majeure will not extend the
being understood that lack of financial resources term of the Agreement.
This Agreement, together with one or more signed addendums attached hereto, comprises the entire agreement
between Contractor and Owner relating to Services and supersedes any prior understandings, agreements, or
representations by or between the parties, whether written or oral.
OWNER CONTRACTOR
Signatur 4 Signature
Name t14 ell, L •go 5 C/ Name Aaron Thompson
Title 'Ma D ►`2 Title CEO
� '' 'f 03
Date t. 21 iz o Y' Date ) 14/2024
1
OWNER INFORMATION&AGREEMENT OPTIONS SELECTED
Owner Name: Account#:
2656
Street Address: Cooperative Purchasing Agreement?
Source well XI
Other(Please specify)
Member#: 131820
City, State/Province, Postal Code, Country: Resolution of Unpaid Monthly Service Fees:
Balance carry-over J Monthly Invoice J
•
Telephone: Fax:
Primary Contact: Secondary Contact:
Name Name
Work Work
Mobile Mobile
Email Email
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Federal Tax ID: 86-0962102 #012821-PRC Sourcewell Fees&Services Addendum Sourcewell Member# 131820
1. This addendum ("Addendum") is attached to and made part of the Asset Disposition Services Agreement
dated ("Agreement") between Contractor and Owner. In the event of a conflict
between the provisions of the Agreement, this Addendum and any prior agreement or Agreement addendum,
this Addendum will govern.
2. Definitions.
a. Winning Bid. "Winning Bid"means the highest amount committed and paid by a Buyer of a sold Asset.
Winning Bid does not include shipping & handling, buyer premiums, or other fees, if any, nor does
Winning Bid include an amount a Buyer commits but fails to pay.
b. Sales Price. "Sales Price"equals the Winning Bid plus shipping & handling, shipping insurance and sales
tax paid by a Buyer.
c. Payment Processing Costs. Payment processing costs equal 3% of Sales Price ("PP Costs").
d. Success Fee. For sold Assets, Owner will pay Contractor a Services fee equal to a percent of profits or
Winning Bids as specified below("Success Fee").
e. Buyer Premiums. Notwithstanding anything to the contrary herein, Contractor may collect a Winning Bid
percent fee from a Buyer, typically referred to as a"Buyer's Premium".
3. Services Offered. Contractor provides a suite of Services referenced herein. Upon mutual agreement of
Owner and Contractor, Contractor may provide all or any combination of Services. Contractor will use
commercially reasonable efforts to deliver Services.
a. Portables Auction Service("Portables").Applying to Assets small enough for pick-up by Contractor via
box truck or common carrier shipment, excluding firearms, Contractor will transport, test and/or
authenticate (if applicable and practicable), erase or destroy memory media (in the case of electronics),
image, store, list and sell Assets via public Internet auction on one or more Contractor selected websites.
Owner will pay Contractor a Success Fee as described below.
(1) Asset Success Fee. For Portable Assets, Success Fee equals 50%for the first$1,000 of a Winning
Bid amount and 25%of Winning Bid amount, if any, over$1,000.
(2) Net Proceeds. For each Portables Asset, Owner Net Proceeds equals Winning Bid less Success
Fee less PP Costs.
(3) Fuel Surcharge. If quarterly retail diesel prices, as published by the U.S. Energy Information
Administration, rise above the level shown in the table below, a fuel surcharge ("Fuel Surcharge")will
be deducted from Owner Net Proceeds for each Portable Manifest picked up at Owner's location.
Retail Diesel(per gal) Fuel Surcharge
<$2.50 $ 0.00
$2.50 to $2.99 $12.40
$3.00 to $3.49 $24.80
$3.50 to $3.99 $37.20*
*Table continues at same rate of$12.40 increments per$0.50 per gal change in Retail Diesel.
(4) Shipping Fee. If assets are transported via common carrier and not picked up by Contractor, the
shipping fee will be deducted from Owner Net Proceeds.
b. Firearms Auction Service. This service is restricted to Owner firearm assets ("Firearm Assets") legally
available for public sale in the United States. Contractor is compliant with ATF, Title 18, U.S. Code Ch.
44 and NFA(26 U.S.C., Ch. 53), as well as applicable state and local laws. Contractor may work with one
or more subcontractors("Subcontractor")for storage and processing of Firearm Assets.
Contractor will deliver Firearm Assets disposition services beginning with the collection and transport of
Firearm Assets to a Federal Firearms Licensee("FFL") holder("Recipient FFL"or"Partner FFL").
Subsequently, Contractor and Recipient FFL will store, catalog, image, list for public internet auction,
process purchaser payment and ship Firearms Assets to another FFL holder("Transferee FFL")that will
administer final physical transfer to purchaser("Buyer") in compliance with applicable federal, state, and
local laws. Owner will pay Contractor a Success Fee as described below.
(1) Success Fee. For Firearm Assets, Success Fee equals 50%for the first$1,000 of a Winning Bid
amount and 25% of Winning Bid amount, if any, over$1,000.
(2) Net Proceeds. For each Firearm Asset, Owner Net Proceeds equals Winning Bid less Success Fee
less PP Costs.
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c. In Place Auction Service("In Place").Applying to Assets that Owner and Contractor mutually agree to
auction in place, Contractor will sell In Place Assets via public internet auction on one or more Contractor
selected websites using descriptions and digital images supplied by Owner. Owner will maintain physical
control of In Place Assets and transfer possession to Buyers after sale. Owner will pay Contractor a
Success Fee as described below.
(1) Success Fee. For each In Place Asset, Success Fee equals 2.5%of Winning Bid.
(2) Net Proceeds. For each In Place Asset sold at auction, Winning Bid less Success Fee less PP Costs
equals Owner Net Proceeds.
d. Haul Away Auction Service("Haul Away"). Applying to fleet vehicles and equipment, Contractor will
tow Assets to, or take delivery at, Yards. Contractor will store, image, describe, list and sell Haul Away
Assets via public internet auction on one or more Contractor selected websites. Contractor may work with
one or more subcontractors("Subcontractor")for storage and processing of Assets at Yards. Owner will
pay Contractor a Success Fee as well as other fees as specified below.
(1) Success Fee. For each Haul Away Asset, Success Fee equals 12.5%of Winning Bid.
(2) Tow& Miscellaneous Fees. Tow and Miscellaneous Service Fees are indicated in fee schedule
below that specifies tow processes and related fees for Owner-specific needs("Tow&Miscellaneous
Fee Schedule"). The Tow&Miscellaneous Fee Schedule will distinguish between Assets that can be
hauled away on a standard vehicle transporter(such as automobiles and light trucks)from over-sized
Assets(e.g., cranes, buses, backhoes).
Haul Away Auction Service—Tow and Miscellaneous Fee Schedule
Fee Type Fee Description Rate Description Rate Per Asset
First 30 miles free.$10 for
Light duty vehicles up to 11,000 every 10 miles over the 1st 30
Light Tow GVWR Per vehicle towed free miles
Medium duty vehicles 11,001 -
33,000 GVWR and oversized
vehicles such as an F-350 w/dual Billed at cost by subcontractor
Medium Tow wheels,etc.) Per vehicle towed -see standard schedule
Billed at cost by subcontractor
Heavy Tow Heavy duty vehicles 33,001+GVWR Per vehicle towed -see standard schedule
Fee for re-listing asset more than
three(3)times due to any type of Per re-list of asset on 4`h or
Re-list/Re-run owner imposed bidding restriction subsequent attempt $35/re-list
Storage-light& Storage for assets stored for any Per day over 30 days after
medium duty reason other than awaiting auction pickup date $3/day
Storage-heavy Storage for assets stored for any Per day over 30 days after
duty reason other than awaiting auction pickup date $5/day
Charged in 15 minute
increments for the labor to
De-identification De-identifying assets de-identify $20/quarter hour
$20/quarter hour;$45
Charged in 15 minute minimum charge per vehicle
increments for the labor to ($45 maximum charge per
Decal Removal Removal of a decal perform decal removal vehicle for Light Duty Vehicles)
(3) Net Proceeds. For each Haul Away Asset, Winning Bid less the sum of Success Fee, Tow&
Miscellaneous Fees, and PP Costs equals Owner Net Proceeds.
e. Impound Storage&Auction Service("Impound").Applying to citizen vehicles seized and or
impounded by Owner, Contractor will receive tows of Impound Assets at tow yard facilities("Yards"),
storing Assets while Owner decides whether to release to a citizen or auction. For release-to-citizen
vehicles ("Released Vehicles"), Contractor will process and collect fees from citizens. For auctioned
vehicles, Contractor will store, image, describe and sell Impound Assets via public internet auction on one
or more Contractor selected websites. Contractor may work with one or more sub-contractors
("Subcontractor")for storage and processing of Assets at Yards. Owner will pay Contractor a Success
Fee as well as other fees as specified below.
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(1) Success Fee. For each Impound Asset sold at auction, Success Fee equals 12.5% of the Winning
Bid.
(2) Tow& Miscellaneous Fees. Tow and Miscellaneous Service Fees are indicated in fee schedule
below that specifies tow processes and related fees for Owner-specific needs("Tow& Miscellaneous
Fee Schedule"). The Tow&Miscellaneous Fee Schedule will distinguish between Assets that can be
hauled-away on a standard vehicle transporter(such as automobiles and light trucks)from over-sized
Assets (e.g., cranes, buses, backhoes).
(3) Storage Fees. Impound storage fees are indicated in the fee schedule below. Owner retains rights to
charge citizens higher storage fees for Released Vehicles and Contractor will collect those storage
fees along with other citizen fees set by Owner, such as tow charges, administrative charges, court
processing fees, etc. ("Citizen Payments"). In the event that Assets are stored for an extended period
of time without being released by Owner for auction, Owner agrees to reimburse Contractor for such
storage fees in a manner to be mutually agreed upon.
Impound Storage&Auction Service—Tow and Miscellaneous Fee Schedule
Fee Type Fee Description Rate Description Rate Per Asset
Light duty vehicles up to 11,000 Billed at cost by subcontractor
Light Tow GVWR Per vehicle towed -see standard schedule
Medium duty vehicles 11,001 -
33,000 GVWR and oversized
vehicles such as an F-350 w/dual Billed at cost by subcontractor
Medium Tow wheels,etc.) Per vehicle towed -see standard schedule
Billed at cost by subcontractor
Heavy Tow Heavy duty vehicles 33,001+GVWR Per vehicle towed -see standard schedule
Fee for re-listing asset more than
three(3)times due to any type of Per re-list of asset on 4`h or
Re-list/Re-run owner imposed bidding restriction subsequent attempt $35/re-list
Owner Storage Daily storage for assets stored and
Fees awaiting auction Per day $8/day
Citizen Storage
Fees Daily storage for release vehicles Per day $15/day
Charged in 15 minute
increments for the labor to
De-identification De-identifying assets de-identify $20/quarter hour
$20/quarter hour;$45
Charged in 15 minute minimum charge per vehicle
increments for the labor to ($45 maximum charge per
Decal Removal Removal of a decal perform decal removal vehicle for Light Duty Vehicles)
(4) Net Proceeds. For each Impound Asset, the sum of Winning Bid and Citizen Payments less the sum
of Success Fee, Tow&Miscellaneous Fees, Owner/Citizen Storage Fees and PP Costs equals
Owner Net Proceeds.
4. Modifications. Contractor may, from time to time, modify Standard Fees&Services. To effect a fee change,
Contractor will provide Owner advance written notice which will include an update to this Addendum.
OWNER CONTRACTOR
Signature Signature A a--
Name Name Aaron Thompson
Title Title CEO
Date Date 03/ 14/2024
PropertyRoom.com 2021-04-01_0723 Page 3 of 3
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SUPERSEDING ADDENDUM
1. This superseding addendum is made and entered as of the last date in the signature box
below, by and between the City of Riverside, Missouri ("City") and PropertyRoom.com,
Inc. ("Contractor").
2. This superseding addendum form is hereby made a part of the Asset Disposition Services
Agreement by and between the parties hereto ("Agreement"), modifying and superseding
where it is inconsistent. All other terms and conditions of the Agreement remain
unchanged,and this addendum is expressly incorporated and made a part of the Agreement.
3. The Agreement shall not be deemed to create any third-party benefit hereunder for any
member of the public or to authorize anyone, not a party hereto, to maintain suit pursuant
to the terms of this Agreement.
4. Notwithstanding any provision of the Agreement to the contrary,nothing in the Agreement
shall constitute or be construed or deemed to constitute a waiver of the City's sovereign
immunity.
5. This Agreement shall be governed by and interpreted, construed, and enforced in
accordance with the laws of the State of Missouri. The parties hereto agree that any action
at law, suit in equity, or other judicial proceeding arising out of this Agreement shall be
instituted only in the Circuit Court of Platte County, Missouri or in federal court of the
Western District of Missouri
6. Contractor shall indemnify and hold harmless the City and its officers and employees,from
and against judgments,damages, losses,expenses, including reasonable attorneys' fees,to
the extent caused by the negligent acts, errors, omissions, or willful misconduct of
Contractor, or its employees, or subcontractors, in the performance of Contractor's duties
under this Agreement, or any supplements or amendments thereto.
7. Pursuant to RSMo 285.530(1), by its sworn affidavit in substantially the form attached
hereto, Contractor hereby affirms its enrollment and participation in a federal work
authorization program with respect to the employees working in connection with the
contracted services. Furthermore, Contractor affirms that it does not knowingly employ
any person who is an unauthorized alien in connection with the contracted services.
8. The Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that the Contractor will be an independent contractor and not the
City's employee for all purposes, including, but not limited to, the application of the Fair
Labor Standards Act minimum wage and overtime payments, Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, Missouri Revenue and Taxation laws, Missouri
Workers'Compensation and Unemployment Insurance laws.
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9. Contractor agrees not to disclose any confidential information received from the City or
otherwise acquired while performing the services.Confidential information is information
that would constitute a closed record under Missouri's Sunshine Law,Chapter 610,RSMo.
10. The Agreement constitutes the entire agreement between the parties with respect to the
subject matter. Any prior agreements, understandings, or other matters, whether oral or
written, are of no further force or effect. The Agreement may be amended, changed, or
supplemented only by written agreement executed by both of the parties.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by themselves
or by their authorized representatives.
PROPERTYROOM.COM,INC.:
By:
Name: Aaron Thompson
Title: CEO
Dated: 05/07/2024
CITY OF RIVERSIDE,MISSOURI:
By:
Kath enL. Rose, Mayor ' /
Dated:CLA 9 7/ c-C�.1-�t
•
•
T A T:
Robin Kincaid, City Clerk
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
By:
Brian or , ator
Dated:
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Doc ID 68fdd91e48b4337ac5163ab412a9ec26ad90a33f
PROPERTYROOM.COM PROPERTY
NEW ACCOUNT SET-UP ROOM.coM
After receiving the signed agreement, we will provide you with a user name and password for
access to our Agency Web online reporting system. This will allow you to track status of all
assets you give to us to sell from the time of listing to the sale and collection of the funds and
remittance of the funds to your account (and will allow you historical data 24/7/365.). Please
answer the following questions so that we can get your new account established in our system.
1. Check payable to information and the address where checks are to be mailed.
2. Main pick-up location for assets. (If more than one location, please specify)
3. Main contact's name, title, phone number, fax number, and email address. The main contact
will (a) receive a Welcome Call from our Client Services Department; (b) receive mailed bar
codes; (c) be contacted every thirty (30) days for scheduling pickups; and (d) have primary
access to the Agency Web system for tracking and auditing.
New Account Information—June 2014
Doc ID: 39203be9164d7193d852583a7549316a8a0d24bf
PROPERTYROOM.COM PROPERTY
NEW ACCOUNT SET-UP 400 ROOM.coM
4. Name, title, phone number, and email address of any additional department personnel
requiring access to our Agency Web reporting system.
5. Name, email address, and phone number of the person responsible for the department's
website so our IT team can coordinate with adding a notice to the public link on your
website.
6. Two possible dates and times for you and/or your main contact(s) to receive a Welcome Call
from our Client Services Manager. We will then confirm the date and time as soon as we get
internal confirmation from our Client Services Manager. Upon call meeting time, we will send
you a free dial-in conference call phone number and access code.
7. Name, telephone, and email address of the person responsible for media relations in your
department to work with our Marketing Department regarding any media inquiries.
New Account Information—June 2014
Doc ID. 39203be9164d7193d852583a7549316a8a0d24bf
Work Authorization Affidavit
STATE OF MISSOURI )
)ss.
COUNTY OF )
As used in this Affidavit,the following terms shall have the following meanings:
EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of
Missouri.
FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work
authorization programs operated by the United States Department of Homeland Security or an equivalent
federal work authorization program operated by the United States Department of Homeland Security to
verify information of newly hired employees, under the Immigration Reform and Control Act of 1986
(IRCA),P.L.99-603.
KNOWINGLY: A person acts knowingly or with knowledge,(a)with respect to the person's conduct or
to attendant circumstances when the person is aware of the nature of the person's conduct or that those
circumstances exist; or(b) with respect to a result of the person's conduct when the person is aware that
the person's conduct is practically certain to cause that result.
UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law
to work in the United States,as defined in 8 U.S.C. 1324a(h)(3).
BEFORE ME,the undersigned authority, personally appeared Aaron Thompson, who,being duly sworn,
states on his oath or affirmation as follows:
I. My name is Aaron Thompson and I am currently the CEO of PropertyRoom.com, Inc. (hereinafter
"Company"),whose business address is 5257 Buckeystown Pike,Ste 475, Frederick,MD 21704,and I am
authorized to make this Affidavit.
2. I am of sound mind and capable of making this Affidavit and am personally acquainted with the facts
stated herein.
3. Company is enrolled in and participates in a federal work authorization program with respect to the
employees working in connection with the Project Services contracted between Company and the City.
4. Company does not knowingly employ any person who is an unauthorized alien in connection with the
contracte ervices rth above.
Aaron Thompson
t/Contractor Signature Printed Name
MCW
Subscribed and *r'
so 1'p ne this f Smday of Orr2024.r
SEAL 6.11/4;" \ Notary Public
406),el