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MASTER MAINTENANCE AGREEMENT ("Agreement") By and between OPEX CORPORATION ("Vendor") and City of Santa Ana ("Customer") EXHIBIT "A" 9/18/2021 ("Effective Date") I. BASIC TERMS 1.1 Equipment Covered. The machines specifically identified by serial number on Exhibit "B" shall be covered by this Agreement (collectively "Equipment"). Vendor shall furnish "Maintenance Service" (as defined in Paragraph 2.1 below) on Equipment at Customer's various Equipment "Sites" (as defined in Paragraph 2.2 below). Upon mutual agreement between the parties, and pursuant to the terms herein, Equipment may be added or deleted from the Exhibit "B" from time to time. A II Maintenance Service shall be provided in consideration for the payment of Vendor's maintenance charges set forth herein, plus all sales and use taxes and such other governmental charges as may be imposed on the provision of goods and services hereunder. Service rates for the first year of this Agreement are detailed within Exhibit"C". 12 Effective Date; Renewals, Maintenance Service shall begin on the Effective Date listed above and shall continue for three years ("Initial Term"). This Agreement may be renewed for up to two (2) additional one (1) year renewal periods upon the mutual agreement of both parties ("Renewal Term"). Payment by Customer of Vendor's invoicing for any Renewal Term shall be deemed as mutual agreement by the parties to renew this Agreement. Rates during any Renewal Term are subject to Vendors then current pricing. 13 Equipment Not Previously Covered. Any machine which Customer seeks to add to this Agreement that has not been continuously covered by a maintenance agreement with Vendor since the expiration of its warranty period, shall be subject to inspection by Vendor . After such inspection, if Vendor, in its sole discretion, determines that the machine is not operating in conformity with the "Published Specifications " (as defined in Paragraph 1.4 below), the machine shall be restored to good operating condition at Customer's expense, subject to Vendor's then current rates, as a condition of adding the machine to Exhibit "B". 1A Routine Cleaning. The day-to-day routine cleaning and minor adjustments on the Equipment, as described in both Vendor's equipment operating manuals and other supplementary material ("Published Specifications ") which may be furnished by Vendor to Customer from time to time, shall be performed by Customer. Vendor will notify Customer in writing if the Customer fails to perform routine cleaning on the Equipment. 2. MAINTENANCE SERVICE 2.1 Maintenance Service, Generally. Maintenance Service is defined as all labor and replacement parts necessitated by normal wear and tear from operation of the Equipment in accordance with Vendor's Published Specifications, in order to maintain the Equipment in good operating condition ("Maintenance Service"). 22 Definition of Customer's Equipment Site(s). "Site" is defined as the one (1) floor within Customer's premises specified in Exhibit "B". Equipment moved to a different Site is subject to the limitations described in Paragraph 7 Q) below. 23 Service Calls. Preventive Maintenance Service calls are those periodic calls initiated by Vendor to keep the Equipment operating in accordance with Vendor's Published Specifications ("PM's"). Demand Maintenance Service calls are those calls initiated by Customer to request that Vendor repair Equipment that is malfunctioning or not operating in accordance with the Published Specifications ("Demand Calls"). (A PM may be performed in conjunction with a Demand Call placed by Customer, depending upon, and at the discretion of, Vendor's service technician). The minimum number of PM's and maximum number of Demand Calls for each piece of Equipment are outlined in thechart below. Machin Models A8180 A83600/ 150 MPE MPS Omation/ 081225/ Mail Maid e 72/51/60/ A83690/ IEM& 5.0/ 30/ EV-2 082200 Type 50 A87200i/Falcon/ Eagle 7.5 40 Falcon Red Demand unitd unitd unitd unitd unitd unitd unitd unitd unitd