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EXHIBIT 3 - SUPERION STANDARD TERMS AND CONDITIONS
<br /> EXHIBIT 3 — "Superion Standard Terms"
<br /> These Superion Standard Terms ("55T") are incorporated into that certain order ("Order") between Superion, LLC ("Superion" or "service provider")
<br /> and the City of Redwood City, California ("Customer"). These SST are applicable to the proprietary solution identified on the Order (the
<br /> "Solution"), as such Solution may be modified, revised and updated from time to time. The Order is attached to that certain Professional Services
<br /> Agreement ("PSA") between Superion and Customer. The PSA, the Order, and the SST (including all attachments to each document) are referred to
<br /> hereinafter as the "Agreement". The effective date of these SST shall be the same as the effective date of the PSA.
<br /> 1. Scope. Customer may use the Solution only in the ordinary Agreement (including any applicable late payment fee) that is not a
<br /> course of Customer's internal business operations for the benefit of Disputed Amount, in addition to all other rights and remedies
<br /> Customer and only in accordance with the terms on the Order, the which Superion may have, Superion may, in its sole discretion and
<br /> Documentation, this Agreement, including the Scope of Use. Customer with further notice to Customer stating the suspension date, suspend
<br /> shall be liable for any breach of the terms of this Agreement by any performance of any or all of its obligations under this Agreement
<br /> persons given access to the Solution by Customer. (other than Section 5). Superion shall have no liability for Customer's
<br /> use of the Solution until all such past-due amounts and any
<br /> 2. Specified Configuration. Customer shall, at its expense, applicable reinstatement fees are paid in full. Superion may not issue
<br /> procure and maintain the computer hardware, systems software and a demand for payment until such payment is at least 30 days past
<br /> other items required for use of, or access to, the Solution, including those due.
<br /> described in the Order and Documentation (the "Specified
<br /> Configuration") and for updating the Specified Configuration in 4. Warranties, Covenants and Limitations.
<br /> accordance with Superion's published updates. If not yet completed, 4.1. Compliance with Laws. Superion shall comply with all
<br /> Customer shall complete its procurement and installation of the
<br /> Specified Configuration prior to the scheduled start of implementation. laws, en::ctments, orders and regulations applicable to it as the
<br /> Customer shall devote all equipment, facilities, personnel and other provider of services under this Agreement. Customer shall comply
<br /> resources reasonably necessary to begin using the Solution in production with all I3ws, enactments, orders and regulations applicable to it as
<br /> on a timely basis as contemplated by this Agreement and satisfy any the recip ntand user of services under this Agreement.
<br /> Customer requirements necessary for Superion to complete the 4.2. No Infringement. Superion shall indemnify and defend
<br /> professional services described in Section 6. Superion is not responsible Customer against, any third-party claim asserting that the Solution,
<br /> for any delays or additional fees and costs associated w:th Customer's as and when made available to Customer by Superion and when
<br /> failure to timely perform its obligations under this Sectic.n 2. properly used for the purpose and in the manner specifically
<br /> 3. Payments.
<br /> authorized by this Agreement, infringes upon 0) any patent issued
<br /> by a country that is a signatory to the Paris Convention, (ii) any
<br /> 3.1. Fees. Customer shall pay to Superion the fees statec in the copyright of any country that is a member of the Berne Convention,
<br /> Order, in accordance with the payment terms stated on the Order. or (iii) any trade secret, trademark, or other proprietary right of
<br /> Superion shall invoice all other fees, as and when incurred. All invoices any Person (collectively, "IP Rights"). Superion shall have no
<br /> shall be sent to Customer's address for invoices stated on the Order. obligation under this Section 4.2 unless Customer promptly gives
<br /> Except as otherwise specified on the Order, Customer's payments shall notice to Superion within ten (10) business days after the date
<br /> be due within thirty (30) days after the invoice date. A late payment fee Customer first receives notice of the applicable infringement claim
<br /> at the rate of 12% per year (or, if lower, the maximum rate permitted by (provided that later notice shall relieve Superion of its liability and
<br /> applicable law) shall accrue on any amounts thirty (30) days past due obligations under this Section 4.2 only to the extent that Superion
<br /> and unpaid by Customer to Superion, except for Disputed Amounts. is prejudiced by such later notice) and allows Superion to have sole
<br /> Superion may not increase the fees and charges payable under this control of the defense or settlement of the claim, provided that
<br /> Agreement, unless otherwise stated in this Agreement or in the Order. Superion will not admit fault by Customer or agree to any settlement
<br /> Except as provided in Section 4.2(c), all fees and other amounts paid by that would impose obligations or restrictions on Customer (other
<br /> Customer under this Agreement are non-refundable. than payment of sums to be paid by Superion under this Section)
<br /> without Customer's prior written consent. Customer may monitor
<br /> 3.2. Taxes. The fees and other amounts payable by Customer to any such litigation or proceeding at its expense, using counsel of its
<br /> Superion under this Agreement do not include any taxes, duties, levies, choosing. The remedies provided in this Section 4.2 are the sole
<br /> fees or similar charges of any jurisdiction ("Taxes") that may be assessed remedies for a claim of infringement or misappropriation
<br /> ppropriation
<br /> or imposed in connection with the transactions contemplated by this hereunder. If any applicable infringement claim is initiated, or in
<br /> Agreement, excluding only taxes based upon Superion's net income. Superion's sole opinion is likely to be initiated, Superion may at its
<br /> Customer shall directly pay any such Taxes assessed against it, and option and expense:
<br /> Customer shall promptly reimburse Superion for any such Taxes payable
<br /> or collectable by Superion. - (a) modify or replace all or the allegedly infringing
<br /> 3.3. Certain Remedies for Non-payment. If Customer fails to pay to part of the Solution so that it is no longer allegedly infringing,
<br /> provided that the functionality does not change in any material
<br /> Superion, within ten (10) business days after Superion makes adverse respect; or
<br /> written demand therefor, any past-due amount payable under this
<br /> ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT— EXHIBITS 1 THRU 6
<br /> REV: 09-27-17 PR
<br /> Page 7 of 20
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