2023/08/01 DebtBook DebtBook QuoteSeptember 2022 Form
RENEWAL ORDER FORM
Fifth Asset, Inc., d/b/a DebtBook (“DebtBook”) is pleased to provide City of Menifee, CA (“Customer”) with the
Services subject to the terms established in this Order Form, including DebtBook’s Price Quote attached as
Exhibit A and incorporated herein by this reference (the “DebtBook Quote”).
On and after the Effective Date listed below, this Order Form supersedes and replaces the Order Form
previously executed and delivered by DebtBook and the Customer (the “Original 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.
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 “Terms & 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.
Order Form Details
Effective Date: 8/1/2023 Billing Frequency: Annually
Initial Term End Date: 7/31/2026 Payment Terms: Net 30
Initial Pricing Tier: Tier 2 See the 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 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 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 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 Period”). 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
additional Implementation Fee such that the total Implementation Fee charged for such Implementation
Period equals the Implementation Fee applicable to the increased Pricing Tier as set forth in the DebtBook
Quote.
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September 2022 Form
Billing. Unless otherwise provided in the Order Form or the Customer Terms, all Fees will be due and payable
in advance on the terms indicated above, and each invoice will be emailed to the Customer’s billing contact
indicated below.
Renewal Term. The Agreement is subject to renewal on the terms set forth in the Terms & Conditions. The
Pricing Tier applicable for each Renewal Term will be determined based on the aggregate number and amount
of the Customer’s Application Obligations at the time of renewal.
Termination. The Agreement is subject to early termination on the terms set forth in the Terms & Conditions.
Entire Agreement. By executing this Order Form, each party agrees to be bound by this Order Form, the Terms
& Conditions, the Incorporated Documents, and any Customer Terms.
This Order Form, the Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the
complete “Agreement” between the parties and supersede any prior discussion or representations regarding
the Customer’s purchase and use of the Services.
Intellectual Property. Except for the limited rights and licenses expressly granted to Customer under this Order
Form and the Terms & Conditions, nothing in the Agreement grants to Customer or any third party any
intellectual property rights or other right, title, or interest in or to the DebtBook IP.
Important Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS &
CONDITIONS, DEBTBOOK IP IS PROVIDED “AS IS,” AND DEBTBOOK DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITIES UNDER THE AGREEMENT ARE LIMITED
AS SET FORTH IN THE TERMS & CONDITIONS.
Notices. Any Notice delivered under the Agreement will be delivered to the address below each party’s
signature below.
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September 2022 Form
Authority; Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver
this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the
Agreement. This Order Form and any other documents executed and delivered in connection with the
Agreement may be executed in counterparts, each of which is deemed an original, but all of which together
are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic
signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any
document delivered electronically and accepted is deemed to be “in writing” to the same extent and with the
same effect as if the document had been signed manually.
FIFTH ASSET, INC., D/B/A DEBTBOOK
By:
Name: Tyler Traudt
Title: CEO
CITY OF MENIFEE, CA
By:
Name:
Title:
Notice Address
PO Box 667950
Charlotte, NC 28266
Attention: Chief Executive Officer
account-management@debtbook.com
Notice Address
29844 Haun Rd.
Menifee, CA 92586
Attention: Ann-Marie Etienne
aetienne@cityofmenifee.us
Billing Contact
Same as above
Approved As to Form:
________________________________________________
Jeffrey T. Melching, City Attorney
Attest:
________________________________________________
Stephanie Roseen, Acting City Clerk
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Armando G. Villa
City Manager
September 2022 Form
Exhibit A
DebtBook Quote
[See attached.]
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3/24/2023
DebtBook Quote
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Total 3 Year Renewal Cost with Implementation: $30,000
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