FIFTH ASSET, INC. dba DEBTBOOK (2)

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N.w�IancL ON FILE N-2022-171-01 4�'OFIK PRAY PROCEED UNTII.INSURANCE EXPIRES __ G�Ik7X CLERK OF COUNCIL 'TF: AMENDED & RESTATED ORDER FORM e •.FMSA(4 S VCth i(AU) Fifth Asset, Inc., d/b/a DebtBook ("DebtBook") is pleased to provide Santa Ana, CA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Customer") with the Services subject to the terms established in this Order Form, including DebtBook's Price Quote attached as Exhibit and incorporated herein by this reference (the "Revised DebtBook Quote"). N On and after the Effective Date listed below, this Order Form amends and restates in its entirety the original Order Form previously executed and delivered by DebtBook and the Customer as of the Effective Date listed below (the "OdQnal Order Form"). This Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. This r Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. The Services are subject to DebtBook's General Terms & Conditions, which were provided to Customer in connection with the execution and delivery of the Original Order Form (the 'Tents & Conditions"), and the Incorporated Documents referenced in the Terms & Conditions. Each capitalized term used but not defined in this Order Form has the meaning given in the Terms & Conditions. r r. Effective Date: 5/15/2023 Billing Frequency: Annually Initial Term End Date: 5/14/2025 Payment Terms: Net 30 Initial Pricin Tier: Tier 3 See the Revised DebtBook Quote for more details Services. Subject to the terms described in this Order Form, DebtBook will grant Customer access to the Application Services during the Initial Term described above and, if applicable, each subsequent Renewal Term. As part of the onboarding process, DebtBook will provide Customer with the Onboarding Services and, if requested, the Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term. Fees. DebtBook will charge Customer (1) a recurring Subscription Fee for Customer's access to the Onboarding Services, the Application Services, and the Support Services and (2) if applicable, an Implementation Fee for the Implementation Services, in each case as set forth in the Revised DebtBook Quote and this Order Form. Generally, DebtBook sets Fees using its standard pricing schedule for the Services based on the Customer's applicable Pricing Tier, which is based on the total number and amount of the Customer's Application Obligations at the time of determination. DebtBook's current pricing schedule and Pricing Tiers are set forth in the Revised DebtBook Quote, which will remain in effect with respect to Customer throughout the Initial Term. The Initial Pricing Tier indicated above is based on Customer's good faith estimate of its Application Obligations as of the Effective Date. The Subscription Fees to be charged as provided in the Revised DebtBook Quote will not change during the Initial Term, regardless of any change to the actual number or amount of the Customer's Application Obligations during the Initial Term. Implementation Services. At Customer's request, DebtBook will provide Implementation Services to Customer for a 12-month period, with each such period beginning, if applicable, on the Effective Date and on each anniversary of the Effective Date thereafter (each, an 'Implementation Perlod'). Customer may request Implementation Services at any time during the Term. If Implementation Services are requested for any Implementation Period, then the Implementation Fee will be based on the aggregate number and amount of the Customer's Application Obligations at the beginning of such Implementation Period. The Implementation Fee will be due and payable at the later of (1) the beginning of the applicable Implementation Period or (2) the date on which Customer requests Implementation Services for such Implementation Period, and will entitle Customer, in each case, to Implementation Services at the applicable Pricing Tier through the end of the Implementation Period then in effect. For any Implementation Period, if the total number or amount of Customer's Application Obligations implemented causes Customer's applicable Pricing Tier to increase, then DebtBook will charge Customer an September 2022 Form