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Upland Software, Inc. A2017-092C4 01 Ch/10 /14 February 26, 2019 Upland Software, Inc. Attn: Laurie VanDoezelaar 401 Congress Avenue, Suite 1850 Austin, TX 78701-3788 RE: Extension of Termination Date for Agreement A2017-092 Software and Support for AS400 Dear Ms. VanDoezelaar: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 COW.4.0 /. / On March 1, 2017, the City Manager of the City of Chino Hills authorized execution of Agreement No. A2017-092 with Upland Software, Inc. for Software and Support for AS400. This letter serves as notification that the termination date has been extended until February 28, 2020. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Megan Dearing at (909) 364-2633. Sincerely, Konradt Bartlam City Manager KB:wg cc: City Clerk's Office Finance Department City Manager's Department CCOMeiel' Art Bennett • Brian Johsz • Ray Marquez • Cynthia Moran • Peter J. Rogers c4 06( eilizig Wta December 20, 2017 Upland Software, Inc. Attn: Laurie VanDoezelaar 401 Congress Avenue, Suite 1850 Austin, TX 78701-3788 RE: Extension of Termination Date for Agreement A2017-092 Software and Support for AS400 Dear Ms. VanDoezelaar: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 a}ww. I. / // On March 1, 2017, I, the City Manager of the City of Chino Hills, authorized execution of Agreement No. A2017-092 with Upland Software, Inc for Software and Support for AS400. This letter serves as notification that the termination date has been extended until February 28, 2019. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Michelle Smith at (909)364-2633. Sincerely, Konradt Bartlam City Manager KB:wg cc: City Clerk's Office Finance Department Information Technology c„&e.,...e. Art Bennett • Brian Johsz • Ray Marquez • Cynthia Moran • Peter J. Rogers A2017-092 ASSIGNMENT, ASSUMPTION and MODIFICATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION and MODIFICATION AGREEMENT (the "Assignment Agreement") is by and between Upland Software, Inc., a Delaware corporation ("Upland"), Advanced Processing & Imaging, Inc. ("Company"), and the City of Chino Hills, CA ("Customer") and is effective as of March 1, 2017 ("Effective Date"). BACKGROUND WHEREAS, Company and Customer previously entered into an agreement dated on or about November 8, 2005 (such agreement combined with any attachments and amendments thereto including any service orders and statements of work are collectively known as the "Agreement"); and WHEREAS, Upland acquired Company on or about April 25, 2016; and WHEREAS, Company desires to assign, and Upland desires to assume, all Company's rights, interest and obligations set forth in the Agreement as of the Effective Date. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption Company hereby assigns, conveys, transfers and delivers to Upland all of its rights, title, obligations and interests in and to the Agreement and SOWs under such Agreement and Upland hereby assumes all rights, title, obligations and interest in and to the Agreement and such SOWs. 3. Assignment Consent By signing this Assignment Agreement, Customer consents to Company's assignment to Upland of all of Company's right, title and interest in and to the Agreement and the SOW. 4. Successors and Assigns This Assignment Agreement applies to, inures to the benefit of, and binds all parties to this Agreement and their respective successors, assigns and legal representatives. 5. Modifications to the Agreement Upland recognizes that Customer is a public entity subject to the Public Records Act and other open records requirements, so Customer can only honor the confidentiality provisions in the Agreement to the extent that such are not in conflict with such laws. By signing below, you represent and warrant that you have the authority to bind the applicable company to this Assignment Agreement. Upland Software, Inc. By: Title: Advanced Processing & Imagi ! Inc. By: Title: Title: City Manager 2 0 This Admired Protest' & inginar Ina (herein called "API") Customer Agreement (Ism called the " the major business transactions we may do with City of Chino Hills California (herein called the "Customer), uocludmg • < ADVANCED PROCESSING & IMAGING, INC. (a) sale of «laipment; (b) license of programth and (o) previa* of services • APC, agrees to provide the equipment, programs and services, listed within on designated Scltedde(s) or Soppjt(s). ,rite aluIpment programs and services provided will be in accords* with the Tams and Conditions stated in this J ere sent. This Agreement snpasedes all prior oral and written eget:mails, orders, or other writmga,.md togdb lvith the Sch constitutes the sole agreement of the parties with respect to the subject matter thaeo4 pot be changed or modified writing signed by the parties against whom such modification is assorted- Once sigt ,..E dadim of this Agreement, made reliable means (ler example photocopy) is considered an original and all ogniperahei 'ccs Cpstomrx orders this Agreement are subjected to it rat ,ts.4 CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS AGREEMENT AND AGREES TO BE BOUND BY THEM. Apee sett No. P110701 Agreed to and accepted Syr: .fr>9 o -♦♦e aye 73+r„ Y W- ,titin4.�. N ! pp1t.%sKc..ppL�KYsc,% �C6t.,t tie8J%�� 34,14"k SA • r" niten an.., CA Advanced P — & 4uflik By: Sign Than R. Rodriguez (Printed or Typed) IbM: President Date: Address: 450 Fairway Drive. Suite 204 DeaRetd Baeb_ 1'4 33441 Phone: 954-425-0018 ABa sigamg, please return a Coddnt4t v 'YNt1411'%a.?,i tirrr,t r r,r rat r -.v-: t-•••±-4 •'fi—P Y n -a , •.--e w , • - c .-r.-P , o•-.. - 4 ro r r o, . a I {tW #e}t ##x ty4c }fi-! riY +s . ♦,a a: ,�� ii y R' o t s •y t� Yt•Ymfir�Y�i:-,�'i� �L-.4 s1�W i.�e.s�.. .. .., .. Pap I of6 Descriw,4a ° 1'K".Reve tArthi at Software UI' 5 Ccexurreol Un- Una -Dar Ado• inietrator ▪ lsa (Ar tioa uaal Review Flat AppNoa rnaintenance ewp �a for dsoftware.f� foe years will be based on a � out-of-pocket e►►Pkaue see "`p`°s v for trovel and living as well as a may and agreement on allPayment Schedule " Tnua amount due upon signing contract S10450.00 Bala0 `ea completion oftraiai m and ow' m Ali intim Rem wrabk upon reedpt, For wire tram aaod tot haat ofAmcroa, Trassit/Roatas lustalletton Schedule dation Start pate: To be agreed upon. Conilentkd TERMS AND CONDITIONS GENERAL TERMS AND CONDITIONS The dnanaa, fd•dM tie dredas Melt b rim ("Alma ad 2 aoad`aa Y Co CCM{ dbae d mace baNm the Rewe and scar i Pia a 5dm4oic• p., a. a saNmd••l.blu - a amara TL aawswwF NI APT. d.aadle , say Ge®a ..t .,_S M*•'we Podd(1) ad lino ad01EtN1 Mac Ty m' '‚6 Mttorda0 al Mc maaar of BM ArenMa. Sot ad*edalpaodod(a) d.r.ira AM le ptrud by U. a of eta Aran I. HEADINGS, Clow h.dap we Salad Pr me odrlm+l aoly, of do on Era pm oft* Afwesd. • BEVERABIUtY. If ay paltce d tMb A fnma CU I. bad a Co ba. hd a CoatMe by a ws dada rola a rib, to ma, proviar d1W Apoeme 'Stool I. aekbd t.a by nO Ong oaths V All Ina d e1Rd 1. NOTICES. my notko, CC or cal lobe p.m a .elS ma'be yam a cod by Pott G by bind delay, oaf r eaalae a Clad aid to to Cm of AN or IS Cama .et /alb Cam by Car wlh n $ vabaaal Bak limey may J'..dttst moor to the aha of . dare of adto.a. ad eta ado of aaaa Ca Matam leadmd, my talo, loaamd a rogval aims wand .areata aaB be alta to arca am ch Daly ■ C loved Cs. 4 NON -ASSIGNMENT, The alms .tall mal aadp tritr, rabic or fora • woody Ian b ala Aeawad L able a i pat *Ca 6a prem writes octal of API. NawMwwdse the lecke Y Calmer tory Cr tb Apamd t a madly mbdlb(, *Woad by at tuna aoadm eana Nei no totem a M CM a bi aaddly aB d aM Camsr'K .mr we ad nod APT. cat pstMdsd the rah .maty b not a carpals of APP. 404 kin Maga aall,aiaw ts4 leo ioal It* lAdna>mh Nava moo mit API . ae6a ay S. DIBCW MER OF CONSEQUENTIAL DAMAGES. WITHER I' SHALL BB LIABLE TO TTB Ontit PCR ANY WWI AL Ca4BEQUENTIAL DAMAGES ThICIAID11/40. BUT NOT Ba lK.WO LOSS, LAST PRC'RTra, LOST REVENUE, AND D R®.ATING TO LOST DATA OR USB, EVEN IF 71W PAR KNOWLED® OP THE PONSIBILTIY Cdr SUCH WIBnER TIB CLAIM IS MADE Ma BREACH OP W WARRANTY, Ill TO KI OR O1-I03RW1ea. 6, LIMITED WARRANTIES. The oily cam ap.d&aDy al Mot NOM Arced, rd alb Bared ley and all alter cats, expose a Spbed, malMNaSiHy and 1W.. Ra • palI$N Wpms only a mpaeatdm ad Ow damn bd ort a tipecte m In I. Odom to arta IS Md'at s.'ls Al'I lW.id esuCW Wall somas on the pad of dM Cramer aim the pod la neater e*apml Mb to pcPoaa conies to lbeald aw.. peltas m4 ;ad obo• pogrom API mac omefd octal b sedtwae'a .FFsdia.. Card b tdr product INIIIed cola CO w py to tial of my data, . rarer a moMtlod to by to came or my OW'S pity Cita salaam, to.apeiatm a tahaa a rawly wa Aran al all Mad Crab rad dacmsm. EXCLUSIVE REMEDMS the Cam cam o Lamb by AFI May tam of Rb Armen ahi be fee hada. and shill be abaci to do ado WSW wed .aim bab la the a.lof fleet by AR of my teas of Calmer ahai he waled to ■ dim Per died Ca Cab. be a. eae IMS API ban IwhlWy fb an Carl sad .oldy by APPA lima. IN NO GAMUT? TO THE CINTCAIER UNDER TKO AMOUNT OP THE uCSI% Pabil PAID TO REGARDLESS CP WETHER TIS CLAIM IS MADE CQl7RACT, BREACH OP WARRANTY. IN TORT OR OTfRIRWI API UNDEATA1WICS t STAFF ATTIWATION. AN race the oda LOCaine to API cad b Clam areas tads. lila Arca This ad paint lbs API Cane who are pro.14S Karam to Oa Cd Oda APmamt In Crate .151 erects Its ears m she d at my ata way N b tN o&API perch Kronda/ AH eau its dnlplim of aaithroi lly%oder ihii Avowal. 9. PERSONNEL MOVEMENTS AH MC as a make at (ael pace to waob fa API b my maty ea at Mot da (W tib da aoa pwtoo d NI do aglgaaa of lie CSlma, amp oda ib Ian alMo pa da l= eft. Ora to. .) b) a) d) WPRINOBMENT s . halo* Mead me • P:1lz+' arum ptolldd mbf Oda Clad MAYA . tab d d•, rake Bo DSc s - my bad sat Oa Cars prone* Ala" APmaaa,bmgaep M Cacoaled odd tie Deaner sPdaMei dame. dela Sur aka .IM �W of+Liftiel ▪ a U is Ow satefip0'ib by API way abataset tib byl If. Napa& real API fa ay Mr tidy to coaw, to Oaaa 1I, , • to orliFY trWt'oaaaarlM alai to om S. to nems 'oast .Mi4a ma. S. . dille4 m,o c a rm the me , aoo.TMed m Cord pafara.11 ram totmiod. be. 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Rad peraelap of b p.yabie W ohs m C) NEW RELEASE nnoty Period, AR w4R ins d do MSC loathed Mrdwd slaw QOM dry pro miry fior e rn, Tl CHAROB CALCULATION. pwaswl b BTEC Y p, cars wine soda loan " (12) arm wriall '11a O tees om (pd) dqw druid soda pia Iotas sod newel 10) FORCE NA)EURB API MIT prod W wawa by IS thaw* jab v aargawm Waal di G7iARQE8 (SPEC). moo is d API Kane proal(s) a h II) PiE. 4 Of d '1 14) TRAINING, Tl. Oslo= oyes to dear pane Pr AR tatrm meow ■ sane* erred by API to se 6 ewer of IN laWale of to rhea poMM(.). Thy ora tory be Mid et 6 Omer. a us APC, pareM barb in c,n dte ere red I�d6 A l eardioe eery p prat* g roma tYi�Fes. IS) CONFIDENTIALITY OP SOFTWARE PRODUCTS) The Cerra . pea the em{ red air the tem of IW Ar.eie it Abe aro spy a rberwho provide a ,rade .r debk bred a copying 6 sortie geode(.) a my Pelle sena .y peal a!M de employer at De Area greedy .read IS IM a of 6 awe pole(.) No oils of tie enters void(.) or i r,,.aaead dm.Ae1cn brya.d aa. 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The Ombra.lwkdp It Is ea rim to Oa Cotner pada(.) cap sus of reel, nisi b the nal of 4 `p, .4 this Adeaate ad 6a AN, rota ChM pea . AA deign, rare .ale *antra r raw* of 6 eager prose(.), missy my modiimlda o.. . wawa= prodded for 6 Q.tar. Ile Ora w Paha wen oat to rare bur ey of • a n,ii tM aw.. pada.) .y amend re -In thio nerd Md •ietao pgiaay MI.. Th. Deana len ml 10 orad a debet y�kp) �t-=-+`� •ars p.00edmer or rbrwf.. S. ropieadep a eaa.dly by M d6 ellen fr ,a pdwq,). IY 14.4....4.0. eaAon 2) DELIVERABLES, AM AE pride, who aeSrk, ■ ,rya par of IW Arintat; .) mcar/ ors fp.ailation of the verde all proverb b) .r copy of lay camper paned el card poad..a wits by API M dr Geer la eat seeder he .d ...I.,. e) core.. yr_4-a de re le etas per bly Afl Voted de e- 1..,i y.greesas, is CeneettaYamper. PAYMENT. The .voice sal err *off • 'ice. Ion peeschef dodge lathe err of IPA per math a 6 red' Q OWNERSHIP, 8 6) ser fob red ERRORS Ere dal be prided by AM fa acs tem of an b .oure ow, b. difficult° d the b• ere* PROGRESS. 7M p ireplearaleat ley M parr added the to de oly AM d the '"If-, by Cater d API shellshellpeps) d aim es 'in each glee of Cao. Perfand by MI. held era.rry WI ptu}M to pl. ad i.a tl He , ad to ad sand rein delle e sword by therm cirateimer. se* naiad de. The work coot* at a . a ,usr.od jaaty, b'aea, fY API be wrihKofagaeed-• ' . setae) .. . Awe" I?) NO REVERSE ENGINEERING. The Outdoor yea od to enema, dbsrobie a deoonik .y of Ile ,ofer porde(.) dal object code and Slit leer sat to mw at permit ruein dra%blY a deampiMiea day each Sant. react® by ea era of the Onion'. Thk even tIS .erre% t..ndadaa of maths Ikyam(.) fpaaedberesdr. EXTENDED SOP TWARE SUPPORT TERMS AND CONDITIONS I) SCOPE API agree to provide 6 Colter it H eded (ESS) b 6 stray psad(.) its ate Sate.. Raders ended $opw..e Sayre provided eta IS Armin Redeem Suppe (SPE) td Nee Rakes. Srvlm MS) ea rape tr ore yarsolog daabd Asn. AS i h&.g 6 noppSoSm of nil Fir litnOA to nes, wit] ear be ahead a abse owl arerW apse under S ores tote pmdo.d.tp msteea pat SFIWARS SUPPORT IS SUBJECT TO WARRANTY! AND CLAUSE 7. RX(1VSIVE (is4SRAI. ITEMS AND OCNIXTIONS ABOVE, 2) PAYMENT. The Oatan yes k pry di lures. Pox Brae Clap (SSSC) a the ere sd a Mold *waverer tame .el Ic ,, baa Re SI seas, and this Maff be pewter.M be WOO to • Wee der adee ran oft, lea wipe Inoue moue. L� iaatm`4tt,. '.,P. ere '/ YP rot, .' e':.ttn.: µf�PQ NP Mw1• tt r.e$� SERVICE TERMS AND CONDTITONS I) SCOPE, API will ripply re Qe®r with wavier on a ae raparod el lip on ,re... Tose ser will Induce, bee not listed toy educating end tardus aowMiog caviar, both bolas at tedrid, sot Min aureate* and unification, turd mint 'Oboe dowel SERVXOM ARB $UBWOT TO CLAUSE 6, LIMITED WARRANTIES AND CLAUSE 1, Y.RCLVS)VE RSdWUES IN TBS OENBRN, TERMS AND COMMONS ABOVE. Ctafldadial Pape 5 ot6 RARDWARS PRODUCT(S) TERMS AND CONDITIONS Datlarns Soda; as sad Satth shall now in writ* gins is ativssa asd delivered .t, a roprIy maid to, noriv* pasty. .ddrs CUSTOMERS althea fa the pupae of waaicaioa 4 b forth o. M. foras of aim Apson APps addry few the papaw of soalcatin is ADIvANCUD PAOCESSIPM7 A IMAG,NG INC.. 450 Faimy Drive, Seib 204, D.rfdd Heli, FL 33441. Aay puny sy, by aodo s =sips= a dame of Was =oh mete SI) to .6dln • � the focti helium duty .Yr sec is ay awe is M trail Stave, paair prepaid, rsM4lwsd a nrd6d mea, TY 01 Dade a=ril to Wand to as Me '%;ONTRACT "a asd buds dad =as Ma Sad ocean= pias say add at to nsl period WAU1PPD EQC/WMAn,,• a used had, .S eau 4QVIPMEM der$ard os the Sop afters Ape= or Sgpfasat(s), 2, Pres Penes** Dona S. 17477AL TRAM of Si, A, -...-s, a prier Asa meed Seed 7 Deride Should CUSTOMER fa2 to pay the curia wen dna and melt, API nervaa the nail to withhold fora err support sad pnipuoui di _s. =16 a payaso6 M thea hooshl taint. 1fAPl hulas this -, it will dos tamp= sults lo CUSTOMER, Any naps pad as will I. Sari to =west dopa, sot le mused the tonal limit Cutonw we. to pay a cora actually atwrrnd by API, mdudS f atarouyti fen ha oollatini nob par the tips 4. Ndpa vet, PsIan ss CUSTOMER aba6 sot map a triad* lids Apses= =those the prior written oousnt of API, Skid CUSTOMER aril 14 Swansaa or bans= Iowan of 122U1PMThT. One Donna may he n °eptlakl M AP!'. cab= C135717 aohaoir4tlpe sd plattanb that API ay, at say duo, rip Dation, of its eased it da Apnoea to bask., oaw =stiegati or b Can twin S, Cabarr4 Poress. Order if Si. Figsipmsrt •seeps. sad CUSTOMER lawn 14 poukas adw, ordaaood sad apsd Mai Du am aid aviation alma Dead fam6r a. OM Mita may U soy way std conditions W Mario sob pease oder finro, a'pactsw oda by CUSTOMER b1 be dermad t coslsd lo tela pnvisloe Amesdteaa and Watvan, Dau ny eoaalads Si nen Apamad ends aasptas e, which =dads new cabal d1 i vales Sum APL's offer, be a on AFI Sas agreed to I. wsa.i. No tam a madiW inapt u apedOally made in wr1 sus whom adoro.0ad is saga, near Mat A .aired the .add sees of arty tam of E'Q Apeman or the Rpropdsto SopplemS(a) ata Dopy Sou. M. CUSTOMER. No nava or irry8 any =Sit Meeaaada doll in ay sly Is, or be wairor of say lase or adwqunt desalt othawiaa, la the noel say of fie pmvldoes of domed cosasy to law, Ma Than provi os. Pont art affect 7. Ceara No alias s white m is form, said alit. ApMmwd, ay bas bros¢I by tither pub. more an oou wine of action hu rim, or, in th ma of an atdou for we mon lona fin yaw. Rom th. rine Sc last point wv de. Tan Alinement will he pvasd by the laws sake State ef PMrlds Cooldntid File B o u n d Automate your business. Capture what matters. Adapt as you grow. by upland API Solutions Maintenance and Support Programs API will provide support for all API supplied software under the contract with the Client directly by API personnel. The support personnel for all of our products are located In the US (Deerfield Beach, Florida); however, all our clients are supported by remote connection to their systems, regardless of where they are located. The maintenance support provides help desk services from the hours of 8:30 AM to 6:00 PM, EST, Monday through Friday. 24x7 Support available at an additional fee, Support, via telephone or email encompasses: • Telephone assistance with program errors. • Telephone assistance with user problems and training. • On-site assistance where deemed necessary by API and the Customer (expenses to be paid by customer). • Distribution of standard updates and fixes. • Instructions on how to apply program fixes or updates to the standard software, • Upgrades to documentation after the installation date that API deems necessary to maintain continued effective use of the software. Maintenance support Includes free standard software upgrades, configuration assistance for applications, program fixes, peripheral software drivers and migration as well as "hot-line" phone support. All technical help calls are Immediately logged In the call database and a technical person is assigned to follow-up. In most cases, the client can expect a call back within one hour with a guarantee of not more than % day within our normal service hours. Any major problems are immediately escalated to a senior technical person for resolution. Quality of Software Support API's products are of the highest quality in the industry. If any situation arises where our products perform in a less than perfect manner, we will stand behind them 100% and will repair or replace the product in question In accordance with the warranty and maintenance agreements, API supplies regular standard upgrades to its products with new functionality free of charge to organizations that are current with maintenance support. API has a full time Quality Assurance function that is responsible for complete testing of all changes and keeping the documentation current. Before any releases to our customers, either major releases or minor releases, a complete testing cycle is run based on a scripted method of testing. Software Support Procedures Each customer support telephone call or email Is logged and then assigned to a member of the technical staff for resolution. If a problem resists immediate resolution through coaching or explanation, the responsible member of the technical staff generates and logs a System Change Request (SCR). Technical managers give each such Item a priority of Red, Yellow, Green, or Blue and an assignment to a member 1701 Cushman Drive, Lincoln, NE 68512 l 888-449-4978 www.filebound.com File B o u n d Automate your business. Capture what matters. Adapt as you grow. by upland of the technical staff who bears responsibility for closing and logging the resolution, The list that follows summarizes the criteria for priority assignment: Red — A design, operation, or coding flaw that severely disrupts or interrupts client operations, for which no suitable, short term, work around can be found. Yellow — An inconvenient or annoying design, operation, or coding flaw that does NOT interrupt of severely disrupt client operations, for which a suitable, short term, work around may or may not be found. Green — New features or products or a design, operation, or coding characteristic that the client would like changed that are scheduled for development and release In the next version if agreed to be of general use to most of the client base. Blue—Unscheduled product and feature development. Red items, the most critical, receive immediate attention and best effort until resolution, In all situations, API starts and continues remedial work on errors which seriously affect operation of its software product(s). Blue Items, requests for new capabilities, will be added to the product suite given sufficient support in the client base or under contract with Individual clients, Updates, Upgrades and Documentation Requirements API has a policy to release new software versions every 12 to 18 months, so as to offer our users all the benefits of the extensive R & D development efforts by the company, while not imposing software changes on the clients In too frequent a manner. All customers that are current on maintenance are given the standard updates to their systems free of charge, A packet of release information is sent to the customer providing them with a list which fully explains the new features and how to use them. All major releases are made available via FTP from our site. This download contains a complete set of software along with Technical and User documentation reflecting the version being distributed. API will, as a policy, schedule a time with the customer to remotely do the Installation and site test, to Insure the new software installation k complete. This update process is usually completed within 15 to 30 minutes, To do the individual client workstation updates, API provides an Auto -Update facility that is controlled by the customer's administrator, This eliminates the need to Individually install client software on all the workstations every time there is a software update, 1701 Cushman Drive, Lincoln, NE 68512 i 888-449-4978 I www.fllebound.com MUTUAL NON -DISCLOSURE AGREEMENT This Mutual Non -Disclosure Agreement (the "Agreement") is made and entered into as of March 23 . 2017 (the "Effective Date") by and between Upland Software, Inc., a Delaware corporation with principal offices at 401 Congress Avenue, Suite 1850, Austin, Texas, 78701 ("Upland"), and the City of Chino Hills a Municipality [corporation] in the County of San Bernardino, California ("Counterparty"). The two aforementioned parties shall be referred to throughout this Agreement individually as a "Party" or collectively as the "Parties." 1. Purpose. The Parties wish to explore a business opportunity of mutual interest (the "Opportunity") and in connection with the Opportunity, each Party may disclose to the other Party certain confidential technical and business information which the disclosing Party desires the other Party to treat as confidential. 2. Definition. "Confidential Information" means any propriety or confidential information disclosed by either Party to the other Party, either directly or indirectly in writing, orally, or by inspection of tangible objects (including, without limitation, business plans, customer data, designs, documents, drawings, engineering information, financial analysis, hardware configuration information, inventions, market information, marketing plans, processes, products, product plans, research, services, specifications, software, source code or trade secrets), which, if tangible, is designated or labeled as "Confidential," "Proprietary," or some similar designation. Confidential Information may also include information disclosed to a disclosing Party by a third party. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession. In the event that the receiving Party is required by law to disclose the disclosing Party's Mutual NDA Confidential Information, the receiving Party shall give the disclosing Party written notice of such requirement prior to disclosing so that the disclosing Party may seek a protective order or other appropriate relief. 3. Non -Disclosure and Non -Use. Each Party agrees not to disclose any Confidential Information to third parties or to employees of such Party, except to those employees of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity. Each Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Opportunity. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party's Confidential Information and which are provided to the Party hereunder unless consent for such actions is received by the Party that owns the object. Neither Party shall make any copies of the other Party's Confidential information unless the same are previously approved in writing by the disclosing Party. Each Party shall reproduce the other Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 4. Maintenance of Confidentiality. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that such Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to the other Party's Confidential Information sign a non-use and non -disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of the other Party's Confidential Information to such employees. 5. No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between the Parties, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity. 6. Ownership and No License. All Confidential Information shall remain the sole property of the disclosing Party. Nothing in this Agreement is intended to grant any rights to either Party under any patent, copyright, trademark or other intellectual property right of the other Party, nor shall this Agreement grant either Party any rights in or to the other Party's Confidential Information except as expressly set forth herein. 7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF TH CONFIDENTIAL INFORMATION, AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. Return of Materials. All documents and other tangible objects containing or representing the disclosing Party's Confidential Information and all copies thereof which are in the possession of the receiving Party shall be promptly returned to the disclosing Party upon the disclosing Party's request. 9. Remedies. Each Party agrees that its obligations hereunder are necessary and reasonable in order to protect the other Party and the other Party's business, and expressly agrees that monetary damages would be inadequate to compensate the other Party for any breach by either Party of any covenants and agreements set forth herein. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without being required to post bond or prove actual damages. 10. Term. This Agreement shall be effective as of the Effective Date and shall remain in effect until either (i) no Confidential Information has been exchanged between the Parties for a period of two (2) years, or (ii) the Parties agree in writing to terminate it. Upon expiration or termination of this Agreement, all rights and obligations hereunder shall cease. 11. Compliance with Securities Laws. Counterparty acknowledges and agrees that Confidential Information disclosed to it by Upland could be deemed "material nonpublic information" under the Securities and Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations promulgated thereunder (including, without limitation, Regulation FD thereunder). For so long as any information obtained by Counterparty from Upland remains Confidential Information, Counterparty agrees not to purchase, sell, or make any short sale of any shares of Upland's common stock, to grant, purchase, or sell any options for the purchase or sale of Upland's common stock, or otherwise to engage in any transactions in shares of Upland's common stock (whether directly or through transactions in derivative securities) that would result in any violation of the 1934 Act or any rule or regulation promulgated thereunder. Mutual NDA 2 12. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in the county of San Bernardino, California and the Parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties. In the event any terns of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. UPLAND SOFTWARE, INC. (Signature) (Print Name) (Print Title) City of Chino Hills (Compa me — if on behalf of an entity) (Sig atuue) Konradt Bartlam (Print Name) City Manager (Print Title — if signing on behal I'oran entity)