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11-20-2024 Agenda Packet
Mayor and City Council of the City of San Bernardino Page 1 CITY OF SAN BERNARDINO AGENDA FOR THE REGULAR MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT AGENCY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WEDNESDAY, NOVEMBER 20, 2024 4:00 PM CLOSED SESSION 5:00 PM OPEN SESSION FELDHEYM CENTRAL LIBRARY • 555 W 6TH STREET, SAN BERNARDINO, CA 92410 • WWW.SBCITY.ORG Theodore Sanchez Helen Tran Damon L. Alexander COUNCIL MEMBER, WARD 1 COUNCIL MEMBER, WARD 7 MAYOR Sandra Ibarra Rochelle Clayton COUNCIL MEMBER, WARD 2 ACTING CITY MANAGER Juan Figueroa Sonia Carvalho COUNCIL MEMBER, WARD 3 CITY ATTORNEY Fred Shorett Genoveva Rocha MAYOR PRO TEM, WARD 4 CITY CLERK Ben Reynoso COUNCIL MEMBER, WARD 5 Kimberly Calvin COUNCIL MEMBER, WARD 6 Welcome to a meeting of the Mayor and City Council of the City of San Bernardino PLEASE VIEW THE LAST PAGES OF THE AGENDA FOR PUBLIC COMMENT OPTIONS, OR CLICK ON THE FOLLOWING LINK: TINYURL.COM/MCCPUBLICCOMMENTS PLEASE CONTACT THE CITY CLERK'S OFFICE (909) 3845002 TWO WORKING DAYS PRIOR TO THE MEETING FOR ANY REQUESTS FOR REASONABLE ACCOMMODATIONS To view PowerPoint presentations, written comments, or any revised documents for this meeting date, use this link: tinyurl.com/agendabackup. Select the corresponding year and meeting date folders to view documents. Mayor and City Council of the City of San Bernardino Page 2 CALL TO ORDER Attendee Name Council Member, Ward 1 Theodore Sanchez Council Member, Ward 2 Sandra Ibarra Council Member, Ward 3 Juan Figueroa Mayor Pro Tem, Ward 4 Fred Shorett Council Member, Ward 5 Ben Reynoso Council Member, Ward 6 Kimberly Calvin Council Member, Ward 7 Damon L Alexander Mayor Helen Tran Acting City Manager Rochelle Clayton City Attorney Sonia Carvalho City Clerk Genoveva Rocha 4:00 P.M. CLOSED SESSION PUBLIC COMMENT CLOSED SESSION Pg. 15 Recommendation: A) CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1): i.) Don Smith v. John Valdivia in his individual and official capacity, et al., San Bernardino Superior Court Case No. CIVSB2025375 B) PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Pursuant to Government Code Section 54957) Title: City Attorney (City Attorney Initiated) 5:00 P.M. INVOCATION AND PLEDGE OF ALLEGIANCE CLOSED SESSION REPORT PRESENTATIONS 1. Proclamation for Family Caregivers Month in the City of San Bernardino – November 2024 (All Wards) Pg. 16 2. Proclamation for Small Business Saturday in the City of San Bernardino – November 30, 2024 (All Wards) Pg. 18 CITY MANAGER UPDATE Mayor and City Council of the City of San Bernardino Page 3 PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA CONSENT CALENDAR 3. Approval of Various Mayor and City Council Meeting Minutes Pg. 20 Recommendation: It is recommended that the City Council approve the minutes for the following meeting dates: 1. September 1, 2021, Regular Meeting of the Mayor and City Council 2. October 20, 2021, Regular Meeting of the Mayor and City Council 4. First Amendment to the American Rescue Plan Act Subaward Agreement with Lutheran Social Services of Southern California. (Grant) (Ward 2) Pg. 52 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 to the Subaward Agreement with Lutheran Social Services of Southern California (LSSSC) to use American Rescue Plan Act (ARPA) funds for the operational cost of the 140bed San Bernardino Community Wellness Campus (SBCWC) on LSSSC privately owned property located at 1354 N G St, San Bernardino; and 2. Authorize the City Manager or their designee to take any further actions and execute any additional agreements or documents as necessary, including minor and substantive changes. 5. Award Professional Services Agreement to Environmental Kleanup, Inc. for Nuisance Abatement Services (All Wards) Pg. 93 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of a Professional Service Agreement with Environmental Kleanup for Nuisance Abatement Services, in a total amount not to exceed $655,981.50. 2. Authorize the Director of Finance and Management Services to issue an annual Purchase Order to Environmental Kleanup Services, Inc. in total amount not to exceed $655,981.50. 6. Amendment No. 1 to the Motel Voucher Program Professional Services Agreements with Anand Patel (All Wards) Pg. 190 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 with Anand Patel (PaAn, Inc., Namaste Sitiye Inc., and SB Hotel North LLC) for the provision of 130 motel rooms and 200 beds and extend the term of the agreements to December 31, 2026. 2. Authorize the City Manager or their designee to take further actions and execute any additional agreements or documents necessary to continue implementing the Emergency Shelter Program. Mayor and City Council of the City of San Bernardino Page 4 7. Resolution Declaring Intent to Conduct Public Hearing to Order Street Vacation (15.30442), of a Portion of Iola Place, East of North “D” Street and North of West Baseline Street, and the Reservation of Utilities Therein (Ward 2) Pg. 360 Recommendation: Adopt Resolution No. 2024222 of the Mayor and City Council of the City of San Bernardino, California, declaring its intent to conduct a public hearing to order the vacation of a portion of Iola Place east of North “D” Street and north of West Baseline Street, and reservation of utilities therein. 8. Approval of Commercial and Payroll Disbursements and Purchase Card Transactions for September 2024 (All Wards) Pg. 369 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California approve the commercial and payroll disbursements for September 2024. 9. Investment Portfolio Report for July, August, September 2024 (All Wards) Pg. 477 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, accept and file the Monthly Investment Portfolio Report for July, August, September 2024. 10. Resolution to Approve the Recognized Obligation Payment Schedule (ROPS) 2025 26 A and B (All Wards) Pg. 530 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, acting in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino: 1. Adopt Resolution No. 2024223 to Approve the Recognized Obligation Payment Schedule (ROPS) 2526 A and B; and 2. Authorize the City Manager, as the Successor Agency’s Executive Director or designee, to: a. Transmit the ROPS 2526 A and B to the State Department of Finance and other designated agencies as prescribed by the California Health and Safety Code (HSC); b. Make ministerial revisions to ROPS 2526 A and B, which may include, but are not limited to restating the information included within ROPS 2526 A and B in any format that may be requested by the State Department of Finance; c. Take such other actions and execute such other documents as are necessary to effectuate the ROPS; and d. Implement ROPS 2526 A and B on behalf of the Successor Agency, including authorizing and causing such payments as authorized by ROPS 2526 A and B. Mayor and City Council of the City of San Bernardino Page 5 11. Request for Purchase Authorization to expand cloudhosted VoIP phone system for the Library and Parks and Recreation (All Wards) Pg. 541 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Authorize the City Manager to execute a Vendor Services Agreement with Intelesys for purchasing Voice Over Internet Protocol (VoIP) services using the TIPS agreement, as approved for funding through the FY 2024/25 Operating Budget; and 2. Authorize the Director of Finance & Management Services to issue purchase orders in the amount not to exceed $58,166.28 for the 24month term to Intelesys and GoTo for the Voice Over Internet Protocol (VoIP) services; and 3. Authorize the Director of Information Technology to add additional lines of service as needed during the term of service for new hires or locations. 12. Acceptance of 2024 COPS CHP Grant (All Wards) Pg. 623 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024224 authorizing: 1. The City Manager to Accept the 2024 Department of Justice Community Oriented Policing Services Grant. 2. The Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget with an appropriation of $625,000.00 in both revenues and expenditures in grant funds and $432,439.30 in General Fund expenditures in grant match requirements. 3. The Police Department to increase sworn staffing from 311 to 316. 13. Amendment No. 3 Agreement with RHA Landscape Architects – Planners Inc. for Nicholson Park Design (Ward 6) Pg. 649 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 3 to the Professional Design Services Agreement with RHA Landscape Architects – Planners Inc. in the amount of $20,000 for Nicholson Park (Project); and 2. Authorize project contingencies in the total amount of $5,000 for additional services for the Project; and 3. Authorize the City Manager or designee to execute all documents with RHA Landscape Architects – Planners Inc.; and 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. 5. Extend the term of the agreement to December 30, 2025. Mayor and City Council of the City of San Bernardino Page 6 14. Award of Agreement for Construction of Connector Pipe Screen Project (All Wards) Pg. 710 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of an Agreement with United Storm Water, Inc. in the amount of $112,840.00 for the Connector Pipe Screen (Project); and 2. Authorize the construction project, construction contingencies, and construction management costs in the total amount of $27,000.00 for construction of the Project; and 3. Authorize the City Manager or designee to execute all documents with United Storm Water, Inc; and 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. 15. Approval of Agreement for the Purchase and Implementation of SWARCO McCain’s Transparity Intersection Management System Software (All Wards) Pg. 895 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024225: 1. Authorizing the City Manager or designee to approve the award of an Agreement with SWARCO McCain for the purchase of Transparity Intersection Management System (IMS) licensing and data services for $246,663., and 2070LX Controllers for $22,598.25, for a total of $269,261.25; and 2. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to utilize funding from specific projects for the traffic management system. Allocate $97,473.68 from the Highland Interconnect Project, $93,723.77 from the Baseline Interconnect Project, and $78,063.80 from the Traffic Management Center project budget, funded with local regional circulation monies, for a total project budget of $269,261.25; and 3. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to include the necessary adjustments for funding the traffic management project; and 4. Authorizing the City Manager or designee to execute all documents with SWARCO McCain necessary for the project. Mayor and City Council of the City of San Bernardino Page 7 16. Award of Design Services Agreement for the Police Locker Room Renovation (Ward 1) Pg. 912 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino,California: 1. Authorize the City Manager or designee to approve the award of a Design Services Agreement with TR Design Group, Inc. in the not to exceed amount of $549,967.57 for Police Locker Room Renovation (Project); and 2. Authorize the City Manager or designee to execute all documents with TR Design Group Inc. 17. Approve Stop Sign Installation on Harwick Drive & Wier Road and 13th Street and Sierra Way (Ward 2, 3) Pg. 970 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024226, authorizing the City Manager or designee to amend the City’s Master List of certain streets or portions thereof as through highways and authorizing the establishments of Stop control at the following intersections: a. Harwick Drive & Wier Road (Ward 3) b. 13th Street and Sierra Way (Ward 2) DISCUSSION 18. Accept the FY 2024 COPS Technology and Equipment Funds and Purchase Data Integration Software and Cameras to Support the Real Time Information Center (All Wards) Pg. 993 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024227 authorizing the following: 1. The City Manager to accept the FY2024 COPS Technology and Equipment Program Funds. 2. The City Manager to execute professional service agreements with Vector Resources Inc., for the creation of a public safety surveillance system, Peregrine Technologies Inc. for a realtime decision and operations management platform and Axon for Fusus by Axon, for data integration software and subsequent amendments. 3. The Interim Director of Finance and Management Services to amend the Fiscal Year 2023/24 Adopted Budget by $963,000 in revenues and expenditures. 4. The Interim Director of Finance and Management Services to issue purchase orders in amounts not to exceed $1,350,000, to Vector Resources Inc., $1,000,000 to Peregrine Technologies Inc., and an amount not to exceed $1,950,000 to Axon for Fusus by Axon. Mayor and City Council of the City of San Bernardino Page 8 19. Approval of the Software and Implementation Services with Gray Quarter / Accela for the integration of a Land Management System, and Related Staffing Actions (All Wards) Pg. 1174 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the software and implementation services with Gray Quarter / Accela, for the implementation of an integrated Land Management System (LMS) in a nottoexceed amount of $3,200,000, for the term beginning January 1, 2025 and ending June 30, 2027; 2. Authorize the City Manager, or designee, to sign the agreements, make ministerial revisions and any subsequent amendments to the scope of work without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; 3. Authorize the City Manager, or designee, to execute seven (7) optional oneyear amendments at approximately $500,000 annually for FYs 202627 through 203233; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $520,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026; and 5. Authorize the City Manager, or designee, to execute a Professional Services Agreements with Willdan, CSG Consultants, and Rick Engineering each for an amount not to exceed $448,800 respectively (includes a 10% contingency), for supplemental staffing and execute all documents to effectuate the Agreement for the term beginning January 1, 2025, and ending December 31, 2026. 20. Approval of the ERP Migration Plan and Associated Agreements for Oracle Cloud, Data Conversion, and Supplemental Staffing Services (All Wards) Pg. 1657 Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the migration plan for Financial, Budget, and Human Capital Management (HCM) and the related Applications Software Technology, LLC (AST) for systems integration for a not to exceed amount of $6,000,000 (which includes a 10% contingency) for the term beginning January 1, 2025 and ending February 28, 2027; 2. Authorize the City Manager, or designee, to sign the agreements, make ministerial revisions and any subsequent amendments to the scope of work without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; Mayor and City Council of the City of San Bernardino Page 9 3. Authorize the City Manager, or designee, execute seven (7) optional one year amendments at approximately $500,000 annually for FYs 202627 through 203233; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $780,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026; and 5. Authorize the City Manager, or designee, to execute a Professional Services Agreement with MV Cheng & Associates for supplemental staffing services for an amount not to exceed $1,937,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026. 21. Discuss and provide direction regarding Termination of City Attorney contract and immediately Appoint Interim City Attorney and evaluate appropriate City Attorney services for the City. Pg. 2003 Recommendation: Discuss and provide direction to Staff. MAYOR & CITY COUNCIL UPDATES/REPORTS ON CONFERENCES & MEETINGS ADJOURNMENT The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on December 04, 2024 at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92401. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m. Mayor and City Council of the City of San Bernardino Page 10 CERTIFICATION OF POSTING AGENDA I, Genoveva Rocha, CMC, City Clerk for the City of San Bernardino, California, hereby certify that the agenda for the November 20, 2024, Regular Meeting of the Mayor and City Council and the Mayor and City Council acting as the Successor Agency to the Redevelopment Agency was posted on the City's bulletin board located at 201 North "E" Street, San Bernardino, California, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California, and on the City's website sbcity.org on Friday, November 15, 2024. I declare under the penalty of perjury that the foregoing is true and correct. Mayor and City Council of the City of San Bernardino Page 11 NOTICE: Any member of the public desiring to speak to the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency concerning any matter on the agenda, which is within the subject matter jurisdiction of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may address the body during the period reserved for public comments. In accordance with Resolution No. 201889 adopted by the Mayor and City Council on March 21, 2018, the following are the rules set forth for Public Comments and Testimony: Public Comments and Testimony: Rule 1. Public comment shall be received on a first come, first served basis. If the presiding officer determines that the meeting or hearing may be lengthy or complicated, the presiding officer may, in his or her discretion, modify these rules, including the time limits stated below. Rule 2. All members of the public who wish to speak shall fill out a speaker' s reservation card and turn in the speaker reservation card to the City Clerk prior to the time designated on the agenda. Comments will be received in the order the cards are turned in to the City Clerk. Failure of a person to promptly respond when their time to speak is called shall result in the person forfeiting their right to address the Mayor and City Council. Rule 3. The presiding officer may request that a member of the public providing comment audibly state into the microphone, if one is present, his or her name and address before beginning comment. If that person is representing a group or organization the presiding officer may request that the speaker identify that group or organization, including that group or organization' s Address. Rule 4. Notwithstanding the provisions of Rule 2 and 3 above, a person shall not be required to provide their name or address as a condition of speaking. Rule 5. Time Limits: 5. 01 Each member of the public shall have a reasonable time, not to exceed three ( 3) minutes per meeting, to address items on the agenda and items not on the agenda but within the subject matter jurisdiction of the Mayor and City Council. 5. 02 Notwithstanding the time limits set forth in subsection 5. 01 above, any member of the public desiring to provide public testimony at a public hearing shall have a reasonable time, not to exceed ( 3) minutes, to provide testimony during each public hearing. Mayor and City Council of the City of San Bernardino Page 12 Any member of the public desiring to speak to the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed 60 minutes, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. A threeminute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. Speakers who wish to present documents to the governing body may hand the documents to the City Clerk at the time the request to speak is made. The Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. However, no other action shall be taken nor discussion held by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed. Mayor and City Council of the City of San Bernardino Page 13 ALTERNATE MEETING VIEWING METHOD If there are issues with the main live stream for the Mayor and City Council you may view the alternate stream on TV3 https://reflectsanbernardino.cablecast.tv/CablecastPublicSite/watch/1?channel=6 PUBLIC COMMENT OPTIONS Please use ONE of the following options to provide a public comment: Written comments can be emailed to publiccomments@sbcity.org. Written public comments received up to 2:30 p.m. on the day of the meeting (or otherwise indicated on the agenda) will be provided to the Mayor and City council and made part of the meeting record. Written public comments will not be read aloud by city staff. Written correspondence can be accessed by the public online at tinyurl.com/agendabackup . Attend the meeting in person and fill out a speaker slip. Please note that the meeting Chair decides the cutoff time for public comment, and the time may vary per meeting. If you wish to submit your speaker slip in advance of the meeting, please submit your request to speak using the form on the following page: tinyurl.com/mccpubliccomments. Any requests to speak submitted electronically after the 2:30 p.m. deadline will not be accepted. Please note: Messages submitted via email and this page are only monitored from the publication of the final agenda until the deadline to submit public comments. Please contact the City Clerk at 9093845002 or SBCityClerk@sbcity.org for assistance outside of this timeframe. Written correspondence submitted after the deadline will be provided to the Mayor and City Council at the following regular meeting. MEETING TIME NOTE: Pursuant to Resolution No. 2024029, adopted by the Mayor and City Council on February 21, 2024: “Section 3. All meetings are scheduled to terminate at 10:00 P.M. on the same day it began. At 9:00 P.M., the Mayor and City Council shall determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and will continue all other items on which additional time is required until a future Mayor and City Council meeting. A majority vote of the Council is required to extend a meeting beyond 10:00 P.M.to discuss specified items.” Mayor and City Council of the City of San Bernardino Page 14 THIS PAGE WAS INTENTIONALLY LEFT BLANK 2 4 2 1 CLOSED SESSION City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Sonia Carvalho, City Attorney; Rochelle Clayton, Acting City Manager Department:City Manager's Office Subject:Closed Session Recommendation: A) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1): i.) Don Smith v. John Valdivia in his individual and official capacity, et al., San Bernardino Superior Court Case No. CIVSB2025375 B) PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Pursuant to Government Code Section 54957) Title: City Attorney (City Attorney Initiated) Packet Page. 15 PRESENTATIONS City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Helen Tran, Mayor Department:Mayor's Office Subject:Proclamation for Family Caregivers Month in the City of San Bernardino – November 2024 (All Wards) Packet Page. 16 A PROCLAMATION OF THE MAYOR AND CITY COUNCIL PROCLAIMING NOVEMBER 2024, AS FAMILY CAREGIVERS MONTH IN THE CITY OF SAN BERNARDINO WHEREAS, 5,226 In-Home Supportive Services (IHSS) workers who reside in the City of San Bernardino deliver quality care to over 5,400 of our most vulnerable residents, including seniors and adults and children with disabilities, and; WHEREAS, IHSS providers allow the City’s low-income seniors and people with disabilities to receive quality care in the comfort of their own home by people they trust instead of being sent to an institution giving consumers an opportunity to stay in the communities they know and love; and, WHEREAS, the selfless work of home care workers often goes unnoticed and the financial struggles caregivers and their families experience due to increased rents, cost of living and inflation further increase the dire need for livable wages in the City of San Bernardino; and, WHEREAS, the frontline essential work that IHSS workers provided, and continue to provide, during the COVID pandemic while earning close to minimum wage with many not having access to affordable healthcare; and, WHEREAS, approximately 58% of homecare workers in California need other forms of tax funded public assistance in order to survive; and, WHEREAS, homecare workers in California spend about 50% of their monthly income on rent/housing; and, WHEREAS, in order to meet the future demands of caregiving and improve the recruitment and retention of caregivers and ensure the continuity of care to seniors and those living with disabilities, we must ensure that home care jobs are good jobs that deliver dignity standards which include livable wages, access to affordable health care, retirement security, and training; and, WHEREAS, providing home care workers with a livable wage will generate demands for goods and services in the local economy, stimulate increased employment opportunities, and create additional income which will in turn lead to additional spending in the City of San Bernardino. THEREFORE BE IT RESOLVED, THAT, the Mayor and the City Council of San Bernardino stands united with home care workers, seniors and people with disabilities who rely on this vital care, acknowledging the essential work and contributions they bring to the City of San Bernardino by officially proclaiming November as Family Caregivers Month. Presented this 20th day of November 2024 Packet Page. 17 PRESENTATIONS City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Helen Tran, Mayor Department:Mayor's Office Subject:Proclamation for Small Business Saturday in the City of San Bernardino – November 30, 2024 (All Wards) Packet Page. 18 A PROCLAMATION OF THE MAYOR AND CITY COUNCIL PROCLAIMING NOVEMBER 30, 2024, AS SMALL BUSINESS SATURDAY IN THE CITY OF SAN BERNARDINO WHEREAS, Small Business Saturday is celebrated annually on the Saturday following Thanksgiving, serving as a vital reminder to support local small businesses that are the backbone of our economy and community; and, WHEREAS, small businesses in San Bernardino employ thousands of residents, foster innovation, and contribute significantly to the unique character and cultural richness of our city; and, WHEREAS, shopping small not only helps our local economy but also strengthens community ties, as small businesses often give back through sponsorships, donations, and participation in community events; and, WHEREAS, the City of San Bernardino recognizes the challenges faced by small businesses, particularly in the wake of economic shifts and global changes, and commits to supporting their recovery and growth; and, WHEREAS, by choosing to shop local, residents can help sustain the unique offerings of our small businesses, ensuring that our community continues to thrive and flourish; and, WHEREAS, we celebrate the entrepreneurial spirit that embodies San Bernardino, highlighting the hard work and creativity of small business owners who enhance our community's identity; and, WHEREAS, it is essential for all citizens to embrace the importance of local shopping and take action to support the small businesses that contribute to our economy and community well-being. THEREFORE BE IT RESOLVED, THAT, the Mayor and the City Council of San Bernardino do hereby proclaim Saturday, November 30, 2024, as Small Business Saturday in the City of San Bernardino. We encourage all residents to visit local shops, dine at our neighborhood restaurants, and support the small businesses that make our city unique. Together, we can strengthen our local economy and foster a sense of community pride. Presented on the 20th Day of November 2024 Packet Page. 19 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Genoveva Rocha, City Clerk Department:City Clerk Subject:Approval of Various Mayor and City Council Meeting Minutes Recommendation: It is recommended that the City Council approve the minutes for the following meeting dates: 1. September 1, 2021 Regular Meeting of the Mayor and City Council 2. October 20, 2021 Regular Meeting of the Mayor and City Council Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text. Packet Page. 20 DRAFT MINUTES For the Regular Meeting of the Mayor and City Council of the City of San Bernardino, Mayor and City Council of the City of San Bernardino Acting as the Successor Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Successor Housing Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Housing Authority, and Mayor and City Council of the City of San Bernardino Acting as the San Bernardino Joint Powers Financing Authority WEDNESDAY, SEPTEMBER 1, 2021 5:30 PM Closed Session was called to order at 5:31 PM by Mayor John Valdivia on Wednesday, September 1, 2021, at Feldheym Central Library, San Bernardino, CA. CALL TO ORDER Attendee Name Title Status Arrived Theodore Sanchez Council Member, Ward 1 Present Sandra Ibarra Mayor Pro-Tem, Ward 2 Present 5:34pm Juan Figueroa Council Member, Ward 3 Present Fred Shorett Council Member, Ward 4 Present Ben Reynoso Council Member, Ward 5 Present 5:35pm Kimberly Calvin Council Member, Ward 6 Present 5:33pm Damon L Alexander Council Member, Ward 7 Present John Valdivia Mayor Present Robert D. Field City Manager Present Sonia Carvalho City Attorney Present Genoveva Rocha City Clerk Present City of San Bernardino 201 North E Street San Bernardino, CA 92401 http://www.sbcity.org Mayor John Valdivia Council Members Theodore Sanchez Sandra Ibarra Juan Figueroa Fred Shorett Ben Reynoso Kimberly Calvin Damon L. Alexander Packet Page. 21 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 2 5:30 P.M. CLOSED SESSION PUBLIC COMMENT There were no public comments for Closed Session. CLOSED SESSION A) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1): i. Arrowhead Professional Center, et al. v. City of San Bernardino, et al., San Bernardino Superior Court Case No. CIVDS1909462 (HR & CA) B) PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Pursuant to Government Code Section 54957): Title: City Attorney (MCC) 7:00 PM The Regular Meeting was called to order at 7:06 PM by Mayor John Valdivia on Wednesday, September 1, 2021, at Feldheym Central Library, San Bernardino, CA. INVOCATION AND PLEDGE OF ALLEGIANCE Interim Pastor Milo Ken Anderson of the Lutheran Church of Our Savior led the invocation and Pledge of Allegiance. CLOSED SESSION REPORT City Attorney Sonia Carvalho stated there was no reportable action from Closed Session. CITY MANAGER UPDATE Robert D. Field, City Manager, provided city-wide updates. He reported that the reduced fee adoption program for animal services was extended through September 19. National Voter Registration Day is September 28th, and everyone was encouraged to register. There was an official mail ballot box in front of the 201 building. Houses were being built in San Bernardino, including Warmington Homes, Rancho Palmer, and more. The wounded officers were recovering well. For public works, there was a community dump day on August 28th and it was very successful. The Civics Plaza sign was repainted. A ton of work on the streets of San Bernardino was being done, and there were several rehab projects ongoing. There was park maintenance work being done. A traffic signal was replaced at Mill and Waterman. MAYOR AND CITY COUNCIL UPDATES At this time, the Mayor and City Council provided updates to the community. Packet Page. 22 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 3 Council Member Alexander reported that he held his first Commissioner Appreciation for all seven wards, and he paid for everyone’s meals at dinner. On August 28th, he attended the daddy-daughter appreciation dance. On September 8th, Valencia was having its second neighborhood association meeting at Denny’s. On September 20th, the seventh ward general plan meeting was being held at Cathedral Appraise at 6:00 pm. Council Member Calvin reported that there was a meeting at Nicholson Park. Omnitrans had free rides for all scholars, K-12, with their ID. On September 9th at Shannon Hills Golf Course, all residents of Ward 6 could share what they felt was needed in the general plan. She thanked Mr. Huntley for the Emergency Rental Assistance Program (ERAP) funds and stated that funds were still being handed out for anyone with difficulty paying rent. Council Member Reynoso reported that there was close to $1 million that had been sent out in ERAP funds. He echoed thanks to Mr. Huntley. Mayor Valdivia extended his condolences to the Wilcox family for the loss of the former mayor, Evelyn Wilcox. He reported that he attended a California Cleanup workshop. He asked that the City Manager appropriate resources to partner up with Omnitrans and others. He encouraged more participation from city staff and reported that the next meeting was on September 7th. Council Member Shorett announced the passing of Jerry Quiel, recognizing his involvement in the business community, and extended his condolences. The San Bernardino 2050 Future is Ours workshops were being held to talk about the general plan. On Thursday, September 9, and Friday, September 10th, meetings would be held at the Shannon Hills golf course. On Monday, September 20th, at the Cathedral of Praise. All workshops were from 6 to 8 pm and everyone was welcome. On Friday, September 17th, there was an event at the Banquet Room to view draft ideas for the Downtown-Specific plan. DRNAG would be meeting on Saturday, September 18th from 10 am to 12 pm at an outdoor hotdog social at Grace Church for a water department update. There would also be a meeting on September 25th for the monthly neighborhood cleanup with Dr. Nag. Wildwood Park would begin to reconvene on September 30th at 6 pm, for an end-of-the- summer ice cream social at the Lutheran Church. Council Member Figueroa reported that the Lytle Creek Park Community Center would have a playdate on Friday, September 24th from 4 pm to 5 pm. There would be games and other activities for children. There would be other activities at the Community Center in October and November, including cooking and crafts. He acknowledged the military service members and the lives that were lost in Afghanistan. Mayor Pro-Tem Ibarra encouraged everyone to attend the San Bernardino 2050 Future is Ours workshops. She reported that she attended one at Shandin Hills, voiced concerns about where the event was being held, and suggested several other meeting locations. She went to the third SB Foodfest. On September 11th, there would be a monthly presidential meeting at the Garcia Arts Center for the presidents of the neighborhood associations. She extended condolences to the Wilcox family, the Quiel family, and the families of those who were lost in Afghanistan. Packet Page. 23 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 4 Council Member Sanchez reported that the 8th Annual Rendezvous Back to Route 66 would be held on October 2 from 9 am to 9 pm, and the day would include food, miscellaneous vendors, and entertainment. He recognized two long-time employees, Jim Tickemyer and Eric McBride, who would be leaving San Bernardino. PRESENTATIONS 1. San Bernardino County Fire Department EMS Update Assistant Fire Chief Dan Mejia provided an update on the EMS ambulance delivery. He discussed challenges that were being seen county-wide, including increased response times due to a shortage of paramedics because of COVID-19, increased hospital wait times that led to longer wait times to get patients off of the gurneys and into hospitals, and longer response times. The Fire Chiefs met to come up with solutions, including putting in more BLS (Basic Life Service) ambulances. Mayor Valdivia asked if there was a continued plan to increase the coverage. Assistant Fire Chief Dan Mejia reported that there were several working models, and they would love to go to more squad models that could be developed in the future. Mayor Valdivia asked what the average response times throughout the city were. Assistant Fire Chief Dan Mejia reported they were 7.5 minutes. Council Member Shorett asked if it would be the new normal. Assistant Fire Chief Dan Mejia reported that they were hoping that the AMR classes would be started soon, and that would help the situation. Council Member Calvin asked if any recruitment was being done in the city. Assistant Fire Chief Dan Mejia stated that there was recruitment being done, and it was being discussed to put individuals out of high school through a fire academy and supporting students through paramedic school. 2. SB1383 CalRecycle Presentation Darin Sprecher and Cathy McDonald from CalRecycle made a presentation on Senate Bill 1383. Senate Bill 1383 was a law establishing reduction targets for emissions. One goal was to recover at least 20% of edible food that was being put into the landfill. The regulations took effect in 2022, and statewide targets included reducing organic waste. The key implementation dates were presented. The city would need a mechanism in place to take enforcement actions to ensure compliance. Mayor Valdivia asked about regulations that would be placed on businesses. Cathy McDonald stated that there was a proposal in front of the Senate that would help provide funding for businesses. Council Member Reynoso asked if anything was out of compliance. Cathy McDonald stated that the city was allowed waivers for some residents who were out of compliance for recycling due to not having enough room. Assessments could also be done to see what could be adjusted to have recycling. Packet Page. 24 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 5 3. Prostate Cancer Awareness Month - September 2021 Mayor Valdivia read the Proclamation for Prostate Cancer Awareness Month. 4. National Library Card Sign-Up and Literacy Month - September 2021 Mayor Valdivia presented the Proclamation to Ed Erjavek, Library Director. PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA Treasure Ortiz spoke about the “Oxbow” issue, homelessness, and city staffing, raising concerns about the recruitment of the Chief of Police, lack of agenda items, and not holding the City Manager accountable. Gerrie Dehart raised concerns about homelessness. Jim Penman spoke about the late former mayor, Evelyn Wilcox, and highlighted all she did for the city. Melissa Dominguez spoke about tenants’ issues, raising concerns that there were no proactive routes for tenants and lack of accessibility to speaking with the Mayor. Errol Oscherowitz spoke about the lack of city beautification, concerns with homelessness, and the desire to use the overhead projector for presentations to the city council. Manny Acosta spoke about towing services and raised concerns about many of the towers not being in compliance. Robert Porter spoke about the San Manuel Band of Mission Indians being an incredible help to the city and their hotel that was newly opened and he reported that the San Bernardino Pioneering and Historic Society would be holding their first meeting back on September 2. Luis Ojeda spoke about improvements in San Bernardino and the recent food festival. He recognized the recent advances of the Police Department and urged everyone to support Interim Police Chief. Amandeep Kaur spoke about the closure of the Mount Vernon bridge and its negative impacts on businesses’ profitability. Reverend Manuel Cardoza raised concerns about housing conditions, particularly in trailer parks. Harry Hatch raised concerns about traffic issues and stated that it was the responsibility of the Mayor to be responsible for finding solutions. Packet Page. 25 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 6 Tanya Rhodes Hensley spoke about education and the police department. She asked for the Council Members to continue to allow for the leaders in the police department to keep consistency in place to keep the city safe. She stated that the Interim Chief had been doing an excellent job. At this time City Clerk, Genoveva Rocha read the following ADA comments: In an email, Tim Dorame wrote about the hiring of the new police chief and stated that an interim police chief was not needed, urging for the recruitment of a permanent police chief. In an email, Hardy Brown wrote about the hiring of the new police chief, opposing the appointment of the current interim police chief. APPOINTMENTS 5. Electoral Redistricting Advisory Committee (Ward 3) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Tobin A. Brinker to the Electoral Redistricting Advisory Committee representing Ward 3 with the term ending when the Mayor and City Council adopts the City’s ward map based upon the 2020 U.S. Census date. Council Staff has verified that the appointee is a registered voter within the City. RESULT: APPROVED THE APPOINTMETNS OF TOBIN A. BRINKER TO THE ELECTORAL REDISTRICTING ADVISORY COMMITEE [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER:Juan Figueroa, Council Member, Ward 3 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None City Clerk Rocha issued the Oath of Office to Mr. Brinker and presented him with a certificate and City pin. CONSENT CALENDAR Items on the Consent Calendar are considered routine and are voted on in a single motion unless a council or staff member has pulled the item for more discussion. RESULT: APPROVED THE CONSENT CALENDAR, PULLED ITEM NO. 15 FOR SEPARATE VOTE [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER:Damon Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None Packet Page. 26 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 7 6. Approval of the Mayor and City Council Meeting Minutes (All Wards) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the minutes from the June 16, 2021, Mayor and City Council meeting. RESULT: APPROVED STAFF’S RECOMMENDATION [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES: None 7. Approved Minutes for the January, February, June, and July 2021 City's Boards, Commissions & Citizen Advisory Committee Meetings Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the minutes from the City's Boards, Commissions, and Citizen Advisory Committee Meetings, approved in February, June, July, and August 2021. RESULT: APPROVED STAFF’S RECOMMENDATION [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES: None 8. Authorization to Pay Inland Library System Proportional Pension Liability (All Wards) Recommendation Adopt Resolution No. 2021-216 of the Mayor and City Council of the City of San Bernardino, California, authorizing the Finance Director to appropriate an amount not to exceed $150,000 to pay the City of San Bernardino’s proportional share of the Inland Library Services pension liability. RESULT: ADOPTED RESOLUTION NO. 2021-216 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 9. Software Services Agreement with OpenGov for Budgeting and Planning Software (All Wards) Recommendation Adopt Resolution No. 2021-217 of the Mayor and City Council of the City of San Bernardino, California, authorizing the City Manager to execute a Professional Services Agreement between the City of San Bernardino and OpenGov Inc. for Software Services. Packet Page. 27 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 8 RESULT: ADOPTED RESOLUTION NO. 2021-217 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 10. An Ordinance Amending Chapter 9.90 of the San Bernardino Municipal Code, Granting Arrest Authority to the Business Registration Department Violations of Title 3, Title 5, and Title 8 of the San Bernardino Municipal Code (All Wards) Recommendation Adopt Ordinance No. MC-1563 of the Mayor and City Council of the City of San Bernardino, California, amending Chapter 9.90 of the San Bernardino Municipal Code, granting arrest authority to the Business Registration Department for violations of Title 3, Title 5, and Title 8 of the San Bernardino Municipal Code. RESULT: ADOPTED ORDINANCE NO. MC-1563 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 11. Contract Award for Library Book Purchases (All Wards) Recommendation Adopt Resolution No. 2021-215 of the Mayor and City Council of the City of San Bernardino, California, approving an agreement award with Ingram Library Services, LLC, for the purchase of library books in an amount not to exceed $85,000 for Fiscal Year 2021/22. RESULT: ADOPTED RESOLUTION NO. 2021-215 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES: None 12. Senior Nutrition Program Grant Award FY 2021/22 (All Wards) Recommendation Adopt Resolution No. 2021-219 of the Mayor and City Council of the City of San Bernardino, California, to: 1. Ratify the Grant Budget submittal and accept the Grant Award of $305,122; 2. Authorize the Director of Finance or designee to amend the FY 2021/22 adopted budget to reflect grant revenue and expenditures accordingly; and 3. Approve certain related purchase orders for the continued operation of the Senior Nutrition Program for the period of July 1, 2021 through June 30, 2022. Packet Page. 28 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 9 RESULT: ADOPTED RESOLUTION NO. 2021-219 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward71 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES: None 13. Resolution to Accept and Administer the FY 2021/22 OTS STEP Grant (All Wards) Recommendation Adopt Resolution No. 2021-218 of the Mayor and City Council of the City of San Bernardino, California, authorizing the City Manager to accept and administer the Fiscal Year 2021/22 California Office of Traffic Safety (OTS) Selective Traffic Enforcement Program (STEP) grant and authorizing the Director of Finance to amend the Fiscal Year 2021/22 Adopted Budget, effective July 1, 2021. RESULT: ADOPTED RESOLUTION NO. 2021-218 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES: None 14. Resolution Declaring Intent to Annex Territory: Community Facilities District No. 2019-1 (Maintenance Services): Annexation No. 10, Tax Zone No. 11 (Lankershim Industrial LP) (Ward 1) Recommendation Adopt Resolution No. 2021-220 of the Mayor and City Council of the City of San Bernardino, California, declaring its intention to annex territory into Community Facilities District No. 2019-1 (Maintenance Services) of the City of San Bernardino, adopting a map of the area to be proposed (Annexation No. 10) and authorizing the levy of a special taxes therein. RESULT: ADOPTED RESOLUTION NO. 2021-220 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 15. Installation of Stop Signs at Various Locations (Ward 2,4,7) Recommendation Adopt Resolution No. 2021-221 of the Mayor and City Council of the City of San Bernardino, California, amending Resolution No. 655 entitled, in part, “A Resolution… designating certain streets or portions thereof as through highways…” and authorizing the establishment of an all-way stop control at the following intersections of Del Rosa Packet Page. 29 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 10 Avenue and Marshall Boulevard (4-way) and Mountain View Avenue and 16th Street (4- way). Mayor Pro Tem Ibarra spoke in support of the installation of the stop signs. Council Member Figueroa suggested that the installation of stop signs should follow city policy. He said that there was information missing from the submitted material. Deputy Director of Public Works Alex Qishta reported that staff did complete the necessary information on the warrant. It was reported that all of the information would be provided in the future. It was confirmed that the policy was correctly being followed. Council Member Calvin asked how the location was selected for stop sign installation. It was reported that a petition was made by residents in the area, a study was done, and that information was used to determine the location. Council Member Sanchez stated that the installation of stop signs needs to follow policy. RESULT: ADOPTED RESOLUTION NO. 2021-221 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Theodore Sanchez, Council Member, Ward 1 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 16. Resolution Declaring Intent to Annex Territory: Community Facilities District No. 2019-1 (Maintenance Services): Annexation No. 9, Tax Zone No. 10 (Central Commerce Center) (Ward 3) Recommendation Adopt Resolution No. 2021-222 of the Mayor and City Council of the City of San Bernardino, California, declaring its intention to annex territory into Community Facilities District No. 2019-1 (Maintenance Services) of the City of San Bernardino, adopting a map of the area to be proposed (Annexation No. 9) and authorizing the levy of a special taxes therein. RESULT: ADOPTED RESOLUTION NO. 2021-222 [7-0] MOVER:Fred Shorett, Council Member, Ward 4 SECONDER:Damon L. Alexander, Council Member, Ward 7 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS 17. Penalty for Landlords Failing to Register for the Crime Free Multi-Housing Program - Mayor Pro Tem Ibarra Mayor Pro Tem Ibarra gave background on the item. Packet Page. 30 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 11 RESULT: APPROVED FOR CONSIDERATION AT A FUTURE MEETING [6-1] MOVER:Theodore Sanchez, Council Member, Ward 1 SECONDER:Ben Reynoso, Council Member, Ward 5 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Alexander NOES:Calvin 18. City Support for Future Downtown Public Events - Council Member Theodore Sanchez Council Member Sanchez gave background on the item. RESULT: APPROVED FOR CONSIDERATION AT A FUTURE MEETING [7-0] MOVER:Sandra Ibarra, Mayor Pro Tem, Ward 2 SECONDER:Fred Shorett, Council Member, Ward 4 AYES:Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander NOES:None 19. Smart City Project Presentation by Honeywell - Mayor John Valdivia Mayor Valdivia and City Manager Robert Field gave background on the item Council Member Shorett raised concerns about having a specific vendor present. Council Member Sanchez stated he did not believe it was the right direction at the time since the staff had already vetted the issue. At this time, there was no support to from the City Council to approve the Smart City Project presentation by Honeywell. RESULT: DIRECTED STAFF TO BRING BACK A SMART CITY PROJECT STAFF REPORT, CARRIED [4-3] MOVER:Damon L Alexander, Council Member, Ward 7 SECONDER:Kimberly Calvin, Council Member, Ward 6 AYES:Ibarra, Reynoso, Calvin, Alexander NOES:Sanchez, Figueroa, Shorett REPORTS ON CONFERENCES/MEETINGS ATTENDED There were no reports on meetings and conferences. Packet Page. 31 Regular Meeting Draft Minutes September 1, 2021 Mayor and City Council of the City of San Bernardino Page 12 ADJOURNMENT The meeting of the Mayor and City Council was adjourned on Wednesday, September 1, 2021, at 9:21 p.m. in memory of former Mayor Evelyn Wilcox. The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, September 15, 2021, in the Council Chamber located at 201 North “E” street, San Bernardino, California 92401. Closed Session will begin at 5:30 p.m. and Open Session will begin at 7:00 p.m. Genoveva Rocha, CMC, City Clerk Packet Page. 32 DRAFT Minutes For the Regular Meeting of the Mayor and City Council of the City of San Bernardino, Mayor and City Council of the City of San Bernardino Acting as the Successor Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Successor Housing Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Housing Authority, and Mayor and City Council of the City of San Bernardino Acting as the San Bernardino Joint Powers Financing Authority WEDNESDAY, OCTOBER 20, 2021 5:30 PM Closed Session was called to order at 5:30 PM by Mayor Valdivia on Wednesday, October 20, 2021, at Feldheym Central Library, San Bernardino, CA. CALL TO ORDER Attendee Name Title Status Theodore Sanchez Council Member, Ward 1 Present Sandra Ibarra Mayor Pro-Tem, Ward 2 Present Juan Figueroa Council Member, Ward 3 Present Fred Shorett Council Member, Ward 4 Present Ben Reynoso Council Member, Ward 5 Present Kimberly Calvin Council Member, Ward 6 Present Damon L. Alexander Council Member, Ward 7 Present John Valdivia Mayor Present Robert D. Field City Manager Present Sonia Carvalho City Attorney Present Genoveva Rocha City Clerk Present City of San Bernardino 201 North E Street San Bernardino, CA 92401 http://www.sbcity.org Mayor John Valdivia Council Members Theodore Sanchez Sandra Ibarra Juan Figueroa Fred Shorett Ben Reynoso Kimberly Calvin Damon L. Alexander Packet Page. 33 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 2 5:30 P.M. CLOSED SESSION PUBLIC COMMENT Treasure Ortiz commented about cannabis licensing in the city and the corruption involved. CLOSED SESSION A) CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1): i. Joe Dockery v. City of San Bernardino, et al., United States District Court Case No. Case No. 5:20-cv-1189-KK ii. Isaak Bruno, by and through his Guardian ad Litem, Ashley Dunning v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS1829121 iii. Antonia Rincon, an individual, et al. v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS2015071 iv. Pepe’s Inc., a California Corporation dba Pepe’s Towing v. City of San Bernardino, et al., United States District Court Case No. 5:21-cv-01646- JWH-SP v. EEL Holdings, Inc., LLC v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS1906467 vi. Ashe Society SB, LLC v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS1911952 vii. Riznhead Inc., et al. v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS2005179 viii. SB Pharma Holdings, Inc., et al. v. City of San Bernardino, San Bernardino Superior Court Case No. CIVDS1914576 B) CONFERENCE WITH LABOR NEGOTIATOR (Pursuant to Government Code Section 54957.6): Agency Designated Representative: City Manager; Employee Organizations: International Union of Operating Engineers, General Unit; San Bernardino Police Management Association; Teamsters, Middle Management Unit; San Bernardino Confidential-Management Association, San Bernardino Police Dispatchers Association C) CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Significant exposure to litigation (Pursuant to Government Code Section 54956.9(d)(2)) INVOCATION AND PLEDGE OF ALLEGIANCE Pastor Reginald D. Young of Treasures of the Heart Ministry led the invocation and Mayor Valdivia led the pledge. CLOSED SESSION REPORT City Attorney Sonia Carvalho reported that there were 10 matters on closed session, eight of which were cases of existing litigation. Direction was given to various legal counsel with respect to the pending litigation. There was also a labor discussion. Packet Page. 34 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 3 The Mayor recused himself from participating from items 5 through 8 of item A. 7:00 PM The Regular Meeting was called to order at 7:00 PM by Mayor John Valdivia on Wednesday, October 20, 2021, at Feldheym Central Library, San Bernardino, CA. CITY MANAGER UPDATE City Manager Robert Field provided city-wide updates. Highlights included the Emergency Rental Assistance Program Phase 1, and that the city reached 100% expenditure on it and helped 574 families. Three different sources of money would likely be received. He thanked the subcommittee for all of their work. There was $6.4 million in total expenditures. MAYOR AND CITY COUNCIL UPDATES/REPORTS ON CONFERENCES/MEETINGS ATTENDED Councilmember Alexander gave an update that he attended Operation Standdown at Perris Hill Park, which was a successful event. He also attended a Trunk-or-Treat party. Council Member Calvin stated that she attended the Veteran’s standdown event and spoke on the overwhelming amount of veteran support that was fostered. Council Member Calvin asked for a moment of silence for Ms. Shirley Harland who passed. Council Member Calvin also attended IECAAC (Inland Empire Concerned African-American Churches). The 6th ward held its redistricting meeting. Council Member Calvin thanked assembly member Elouise Gomez Reyes who brought her assembly colleagues to discuss and tour the city of San Bernadino and its housing issue. She also met with the developers involved in the downtown redevelopment program. She reported that they were getting close to figuring out all the details of their DDA. Council Member Reynoso stated that the Kendall slope stabilization project seemed to be running long. Highlights included an upcoming Trunk-or-Treat, the Blair Park renovation project, and a Myers Rd/Magnolia Ave item. He also highlighted that LED solar lights were beginning to be used city-wide, which would save money. Council Member Shorett also recognized Shirley Harland. He thanked the North Park neighborhood association, which held a successful community cleanup. Council Member Figueroa updated that his ward would be having an electoral redistricting community input workshop on October 21 at 6 pm at Lytle Creek Park Community Center. Council Member Figueroa suggested a mid-year Capital Improvement Project (CIP) update, discussed SB 1383 regarding recycling organic waste, and reported that the Rancho West neighborhood association would be having a meeting on October 27th. Mayor Pro-Tem Ibarra shared updates, on the Emprendedor@s graduation and the redistricting meetings. She stressed the importance of attending redistricting meetings and reported that there was an upcoming downtown-specific plan workshop. Packet Page. 35 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 4 Council Member Sanchez updated on the military banner program and reported that the bylaws had been changed. He stated that people could call 909-384-5188 for information on how to submit their applications to get one of those military banners put up in their name. The dedication will take place in mid-November. Mayor Valdivia commended the Public Works Department. He reported that he attended the homeless outreach event at Perris Hill Park and spoke on the event's success. PRESENTATIONS 1. Hindu Heritage Month (All Wards) Mayor Valdivia recognized Hindu Heritage Month and presented the Proclamation to Vee, a local small business owner and member of the Hindu faith. 2. National Disabilities Employment Month (All Wards): Mayor Valdivia presented the proclamation to the Regional Operations Manager for Goodwill of Southern California, Lowell King. 3. October 2021 Citizen of the Month - Juan Vasquez, President Rancho West Neighborhood Association: Councilmember Figueroa presented the award to Juan Vasquez, President of the Rancho West Neighborhood Association. 4. September 2021 Citizen of the Month - Lynne Wear, Muscupiabe Neighborhood Association: Councilmember Ibarra presented the award to Rich Vasquez and Jeff Carter with the Muscupiabe Neighborhood Association. PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA Treasure Ortiz commented on corruption in the city and pay-to-play politics. Denise Santos, representing Extreme Pallets, commented that pallet yards are essential. She discussed that fire precautions were taken seriously, and there had not been a fire since they had been there in 2016. Gil Navarro, resident of Ward 1, commented that the agenda did not specifically say item No. 24 was about pallet yards. He commented that all businesses do not receive permits unless they pass fire-safety protocols. Luis Ojeda spoke in opposition to item No. 24 regarding pallet yards and the need for dialogue around the issue. Packet Page. 36 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 5 Lena Montes, a small business pallet company owner, spoke about item No. 24. She spoke on the strict guidelines they follow under the fire department. She stated that the pallet yards were an important part of the supply chain and asked to be considered when the council considers applying new city municipal codes that affect the pallet yards. Jessica Torres, on behalf of two different pallet companies, spoke on item No. 24 and the need for pallet companies. Jackie Garduno, a landowner off Kendall, commented on the difficulty of obtaining county approval for projects she had planned for her lands. She discussed the issue regarding poor communication between various municipal bodies. Roberto Salas spoke about having diversity in the community and speaking Spanish comfortable. He also spoke about item No. 24 as a Pallet company business owner and it’s importance. Yamel Monjuarez, who owns Pallet Recycle, spoke regarding item No. 24 and the city's reliance on pallet companies. He stated that they were considered an essential job during COVID-19. Zafiro Teres thanked Council Members Reynoso and Sanchez for meeting with her on the Mobile Homes Tenants Bill Act. Juan Perez spoke about item No. 24, representing a pallet company and inviting council members to visit the pallet companies. Constituent Thomas spoke on the city's actions regarding the homeless population in Succumbe Park. She commented that the city’s homeless population needed a place to stay if they were forced out of the park. Dolores Armstead advocated for paid staffing assistants for council members. She asked for help receiving the information she requested. Reverend Cardoza spoke in support of the Violence Intervention Program and agenda item No. 7. Harry Hatch spoke about the LAFCO agreement and how it related to item No. 24. He also commented on the lack of safety enforcement officers in the city. Robert Porter dedicated his speech to Shirley Harland and announced an upcoming art walk and other events. He asked the council to appoint a new commissioner to the Art and Historical Preservation Commission so they will have a quorum and requested funds for the Preservation Commission. He spoke on the need for more neighborhood associations. Margaret Hill spoke in support of the Violence Intervention Program. Packet Page. 37 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 6 Anthony Noriega, with the League of United Latin American Citizens, spoke in opposition to the mobile home park industry and referenced in-house mortgage lending and hefty park regulations. Tanya Rhodes Hensley spoke about the north-end community clean-up project and stated that more people attended than was stated earlier. She requested the newly cleaned corridor be made into a historical park to honor the Pacific Electric history. She commented that citizens would like to start hanging solar Christmas lights. At this time the City Clerk, Genoveva Rocha, read ADA comments. The city clerk read Hardy Brown’s public comment regarding the American Rescue Plan Update and the budget amendment to fund the Violence Intervention Program. He was against adding another agency into the mix to fight violence and preferred expanding the capacity of existing organizations. He suggested declaring a public safety month. The council attempted to hear a public comment made remotely but due to technical difficulties, had to proceed with the agenda without hearing the comment. APPOINTMENTS 5. Electoral Redistricting Advisory Committee Appointment (Ward 5) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Ms. Peggi Hazlett to the Electoral Redistricting Advisory Committee representing Ward 5 with the term ending when the City’s ward map based upon the 2020 U. S. Census date is adopted by the Mayor and City Council. Council Staff has verified that the appointee is a registered voter within the city. RESULT: APPROVED THE APPOINTMENT OF PEGGI HAZLETT TO THE ELECTORAL REDISTRICTING ADVISORY COMMITTEE [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Ben Reynoso, Council Member, Ward 5 AYES: Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander ABSENT: None City Clerk Rocha issued the Oath of Office to Peggi Hazlett. DISCUSSION The City Manager requested that item No. 8 be continued. A procedural error was made when it was placed on the agenda. 6. Cash Handling and Revenue Control Policy (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, review the proposed administrative policy and provide direction for Packet Page. 38 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 7 modifications or adopt Resolution No. 2021-246 as presented establishing the Cash Handling and Revenue Control Policy. Finance Director, Barbara Whitehorn provided a brief staff report and stated that the policy intended to address the cash handling. Council Member Alexander asked why the policy did not include more specifics regarding the periodic review. Finance Director, Barbara Whitehorn confirmed that the department wanted the reviews to remain unexpected and random, but they agreed to set a minimum number of reviews they would do each year. Council Member Alexander asked why another part of the policy stated that businesses with excessive overages or underages ‘may’ trigger an additional audit when he felt it should state that an additional audit ‘will’ be triggered. Finance Director, Barabara Whitehorn agreed to this change. RESULT: AMENDED MOTION TO APPROVE STAFF RECOMMENDATION, WITH THE ADDITION OF INCLUDING A MINIMUM OF THREE FINANCIAL REVIEWS PER DEPARTMENT PER YEAR, AS WELL AS CHANGING LANGUAGE REGARDING EXCESSIVE DISCREPANCIES FROM “MAY RESULT IN AN AUDIT” TO “WILL RESULT IN AN AUDIT” [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Juan Figueroa, Council Member, Ward 3 AYES: Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander ABSENT: None 7. American Rescue Plan (ARP) Update and Budget Amendment (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2021-247 authorizing the City Manager to amend the Fiscal Year 2021/22 Operating and Capital Budget by $7,160,000 to fund the Violence Intervention Program, the Graffiti Abatement, Clean-up, and Paintbrush Program, and the Lead Connector Replacement Program through American Rescue Plan funds; and review, discuss and provide feedback on further investment of the American Rescue Plan funds. Council Member Figueroa made a motion to separate the discussion regarding the Violence Intervention Program from the other two budget topics to vote on them separately, due to a personal conflict of interest Packet Page. 39 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 8 RESULT: MOTION TO SEPARATE THE DISCUSSION REGARDING THE VIOLENCE INTERVENTION PROGRAM FROM THE GRAFFITI ABATEMENT, CLEAN-UP, AND PAINTBRUSH PROGRAM, AND THE LEAD CONNECTOR REPLACEMENT PROGRAM THROUGH AMERICAN RESCUE PLAN FUNDS [7-0] MOVER: Juan Figueroa, Council Member, Ward 3 SECONDER: Theodore Sanchez, Council Member, Ward 1 AYES: Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander ABSENT: None Mayor Valdivia asked Council to first move forward on discussion of the Graffiti Abatement, Clean-up, and Paintbrush Program, and the Lead Connector Replacement Program through American Rescue Plan (ARP) funds with Council Member Figueroa present. City Manager Robert Field provided an update on the American Rescue Plan (ARP)and budget amendment. Finance Director, Barbara Whitehorn, presented updates on the American Rescue Plan (ARP) discussions and planning. She presented other investments for the Council to consider funding with the ARP funds: Built Environment and Water Infrastructure. The total budget FY2021/22 amendment being requested was $7.16 million. Council Member Reynoso asked why the Hudson Park restrooms were not included. City Manager Field stated that there were other CIP fund sources that were more flexible than ARP dollars and that there were ways to address the issues without waiting until the next year’s budget. Council Member Reynoso stated that, regarding micro-grants, he advocated for setting the highest amount per applicant possible. He suggested a $25,000 maximum. He stated that $3,000,000 was a healthy allotment. Council Member Sanchez referred to the land south of the Guadalupe Baseball field that he wanted to see turned into a pocket park using ARP funds. He explained that this answers the funding’s bylaws which call for equitability in underrepresented neighborhoods. Council Member Sanchez stated that he would also like to see the paintbrush program funded at $2 million instead of $1 million. Council Member Figueroa suggested that the city should partner with the water department when cleaning up after roads are torn up for the Lead Connector Replacement program and that they should avoid patchwork road improvements. The Director of Finance confirmed that they planned to work with the water department during the clean-up process and agreed to a curb-to-curb approach. Council Member Figueroa advocated for a northern parking lot in the Lytle Creek Park area to be turned into a recreational area, like a soccer field or pickleball courts. Packet Page. 40 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 9 Council Member Ibarra approved of the Built Environment amount of $2,000,000, but she asked if it was possible to add ‘Welcome’ signs to more major city arteries, like the highland exit or on Baseline Rd. She stated that she supported the water infrastructure and small business assistance programs. She suggested the city start to offer Micro- Enterprise classes to English and other language-speaking San Bernardino residents as well. Council Member Ibarra commented that it would be nice to provide rental application assistance to non-COVID-affected individuals who need it. She advocated helping citizens with their mortgages. She commented that the council should consider their investment in the city’s unhoused. She asked if more frequent street sweeping could be covered in the clean-up part of the ARP funds. Director Whitehorn responded that street sweeping was not a qualifying expense and was considered part of Operations and Maintenance. Council Member Calvin stated that Lytle Creek Park had a major gopher problem that must be addressed. She said that the Micro Grant program was worth their focus on helping small businesses bounce back and said that $25,000 was appropriate. City Manager Field stated that they had money set aside for the nuisance abatement program, but they had not had to use any of it yet. Mayor Valdivia stated that the Sears Lawnmower shop looked terrible and deserved a citation. The City Manager reported that they were still staffing up their code-enforcement division but would address it as soon as possible. Council Member Alexander commented that micro grants should start at $10,000 and go up to $45,000. He added that Shandin Hills needed to be added to the project scope because it was in disarray. He proposed a specific railroad overpass that should be targeted with graffiti abatement. Council Member Calvin recommended adding signage to State Street as it was the easternmost entry into the city. Council Member Shorett commented in support of the micro grants but not on the $45,000 amount. He agreed to a minimum of $10,000. He questioned the definition of “clean-up” and what that entailed. He echoed the need to look at beautifying the different entrances to the city, particularly the corridor near the Waterman and 210 intersections. City Manager Robert Field responded that staff would interpret “clean-up” as broadly as the funding would allow. They adopted the mission of making the city a prettier place to live and visit. Regarding the Waterman and 210, the city recently agreed to participate in a Cal-Trans project to replace that interchange, so it was reported that this could be a catalyst for doing additional work heading North. Packet Page. 41 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 10 Mayor Valdivia referenced packet page 58 of the staff report (Potential Areas of Investment) and stated that the city hall was left out. City Manager Robert Field responded that it was ineligible with ARP Funds. Mayor Valdivia asked if anyone from staff had interacted with the US Senate, and if they had had meetings with them. Director Whitehorn reported that she had met with multiple members of the US Department of the Treasury who were clear that they did not anticipate city facilities becoming eligible with the final rule except to the extent of any revenue loss of a government entity. Because the City of San Bernardino did not have a net revenue loss, its city hall facilities were not eligible. Mayor Valdivia referenced packet page 62 (Built Environment: Clean-Up, Painting, Graffiti) and requested to use some of the allotted funds for a San Bernadino Mural project. He also pointed to the current monuments around the city and their dilapidated nature and requested Maintenance and Operations funds to update the acrylic portions of the monuments. He asked which portions of the ARP could be used to help the police and fire departments. Director Whitehorn confirmed that those funds could be used for supplemental pay or hero-pay bonuses to police, fire, nursing, and grocery store clerks. She stated that it was up to the council whether they wanted staff to investigate it. Mayor Valdivia requested that staff move forward with initiating action on appropriating funds for the police and fire departments and figuring out the necessary next steps to get it done. Council Member Ibarra suggested the group use funds to revitalize Route 66. City Manager Robert Field reported that Route 66 was a Cal-trans right-of-way but that there could be an opportunity to work with them on it. RESULT: APPROVED STAFF’S RECOMMENDATIONS WITH AN ADDITIONAL $1 MILLION ALLOCATED TO THE GRAFFITI ABATEMENT, CLEAN-UP, AND PAINTBRUSH PROGRAM (FOR A TOTAL OF $2 MILLION) AND APPROVED THE LEAD CONNECTOR REPLACEMENT PROGRAM AS PRESENTED THROUGH AMERICAN RESCUE PLAN FUNDS [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Fred Shorett, Council Member, Ward 4 AYES: Sanchez, Ibarra, Figueroa, Shorett, Reynoso, Calvin, Alexander ABSENT: None Council Member Figueroa then recused himself for the duration of the discussion related to the Violence Intervention Program. Council Member Ibarra asked for an explanation of the RFP process referenced on packet page 61 of the staff report. Staff explained that organizations would provide proposals for the services, and the proposals would be evaluated. Packet Page. 42 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 11 Council Member Shorett asked what the contingency plan would be if they did not receive quality responses to their RFP. He asked if the city would then be able to use those funds to ramp up the two programs that already exist within the city. Finance Director, Barbara Whitehorn confirmed it would be possible for those organizations to obtain the funds if they submitted quality proposals. Council Member Calvin asked for clarification on which ARP projects require competitive RFPs and whether the council would be permitted to review the RFP. Director Whitehorn responded that they would all require RFPs and that the council could review the RFP if they desired. RESULT: APPROVED STAFF’S RECOMMENDATIONS FOR FUNDING THE VIOLENCE INTERVENTION PROGRAM [6-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Ben Reynoso, Council Member, Ward 5 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander ABSENT: Figueroa 8. Charter Review Committee Recommendation (All Wards) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, discuss the Charter Review Committee’s recommendation to have the Committee review all proposals to amend the City Charter in advance of consideration by the Mayor and City Council. City Manager Field asked for Item No. 8 to be pulled off the consent calendar, as it was placed on the agenda in error. PUBLIC HEARING 9. Imposing Liens on Certain Parcels of Real Property for Uncollected Business Registration Fees (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Conduct a public hearing to receive public comment on the matter; and 2. Adopt Resolution No. 2021-245 of the Mayor and City Council of the City of San Bernardino, California, imposing liens on certain parcels of real property for unpaid business registration taxes and penalties; and 3. Direct the Director of Finance to remove any properties from the Business Registration Lien List (Exhibit A to the Resolution) which are resolved prior to the hearing. Mayor Valdivia opened the public hearing at 9:51 PM. Packet Page. 43 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 12 Vanessa Burton, Business Registration Inspector, provided a brief staff update. There were no public comments. Mayor Valdivia closed the public hearing at approximately 9:53 PM for deliberation and action. RESULT: ADOPTED RESOLUTION NO. 2021-245 [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Fred Shorett, Council Member, Ward 4 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa ABSENT: None 10. Annexation No. 9 to Community Facilities District 2019-1 (Ward 3) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California open and then continue the public hearing until November 3 at 7:00 p.m. Mayor Valdivia opened the public hearing at 9:54 PM. Alex Qishta, Acting Public Works Director, requested that the public hearing be continued to November 3, 2021 There were no public comments. RESULT: APPROVED STAFF’S RECOMMENDATIONS TO CONTINUE THE PUBLIC HEARING TO NOVEMBER 3 AT 7:00 PM [7-0] MOVER: Sandra Ibarra, Mayor Pro-Tem, Ward 2 SECONDER: Ben Reynoso, Council Member, Ward 5 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 11. Annexation No. 10 to Community Facilities District 2019-1 (Maintenance Services) (Ward 3) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California open and then continue the public hearing until November 3, 2021 at 7:00 p.m. Mayor Valdivia opened the public hearing at 9:55 PM. Alex Qishta, Acting Public Works Director, requested that the public hearing be continued to November 3, 2021. Packet Page. 44 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 13 There were no comments. RESULT: APPROVED STAFF’S RECOMMENDATIONS CONTINUE THE PUBLIC HEARING TO NOVEMBER 3 AT 7:00 PM [7-0] MOVER: Theodore Sanchez, Council Member, Ward 1 SECONDER: Ben Reynoso, Council Member, Ward 5 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None CONSENT CALENDAR Items on the Consent Calendar are considered routine and are voted on in a single motion unless a council or staff member has pulled the item for more discussion. 12.Approval of the Mayor and City Council Meeting Minutes (All Wards Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the minutes from the May 20, 2020, Regular meeting of the Mayor and City Council. RESULT: APPROVED STAFF’S RECOMMENDATION [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 13. Amendment No. 1 to the HOME Investment Partnerships Program (HOME) Infill Housing Development Master Agreement Between the City of San Bernardino and NPHS San Bernardino Developments, LLC (Ward 2) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Adopt Resolution No. 2021-248 authorizing the execution of Amendment No. 1 to the HOME Investment Partnerships Program (HOME) Infill Housing Development Master Agreement between the City of San Bernardino and Neighborhood Partnership Housing Services (NPHS) San Bernardino Developments, LLC that would allow NPHS to retain program income for additional HOME eligible activities; and RESULT: APPROVED CONSENT CALENDAR AND PULLED ITEMS NO. 21 AND NO. 23 FOR A SEPARATE VOTE [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None Packet Page. 45 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 14 2. Authorize the City Manager or designee to take any further actions and execute any further documents as necessary to effectuate the agreements. RESULT: ADOPTED RESOLUTION NO. 2021-248 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 14. Subordination of a Deed of Trust in Connection with 2674 W. Via San Carlos, San Bernardino, California (Ward 3) Recommendation: Adopt Resolution No. 2021-249 of the Mayor and City Council of the City of San Bernardino, California, acting as the Successor Housing Agency to the Redevelopment Agency of the City of San Bernardino approving the Subordination of a Deed of Trust in connection with a refinancing of the Senior Mortgage relating to real property located at 2674 W. Via San Carlos, San Bernardino, California. RESULT: ADOPTED RESOLUTION NO. 2021-249 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 15. June, July & August 2021 City Board, Commission, and Citizen Advisory Committee Approved Minutes Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the minutes from the City board, commission, and citizen advisory committee meetings approved in July, August, and September 2021. RESULT: APPROVED STAFF’S RECOMMENDATION [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 16. Approval of Commercial and Payroll Disbursements (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the commercial and payroll disbursements for September 2021. Packet Page. 46 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 15 RESULT: APPROVED STAFF’S RECOMMENDATION [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 17. Memorandum of Understanding with the San Bernardino Police Officers Association (All Wards) Recommendation: Adopt Resolution No. 2021-251 of the Mayor and City Council of the City of San Bernardino, California, approving the Memorandum of Understanding (MOU) between the City of San Bernardino and the San Bernardino Police Officers Association (SBPOA), updating the city-wide salary schedule, and amending Resolution No. 2021-232. Council Member Calvin commented that she believed a member of the council recently received a donation from the Police Officers Association and requested that the Council Member disclose that to the public. Mayor Pro-Tem Ibarra asked for clarification of what time frame should be disclosed. Council Member Calvin responded within the last six months. RESULT: ADOPTED RESOLUTION NO. 2021-251 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 18. 2021-2022 Retired and Senior Volunteer Program (RSVP) – 3RD Year of a 3 - Year Grant Award (All Wards) Recommendation: Adopt Resolution No. 2021-252 of the Mayor and City Council of the City of San Bernardino, California approving the ratification of the submission of a continuation grant application for year three of a three-year grant with the Corporation for National and Community Service’s Retired and Senior Volunteer Program (RSVP), accepting the Grant Award in the amount of $54,809, and appropriating $73,989 in matching funds for the continued operation of RSVP for a total amount of $128,798, for the Period of April 1, 2021, through March 31, 2022. Council Member Calvin commented that the budget for this program was lessened each year and requested to know why. She also asked why RSVP, Senior Services, and Senior Companions were all listed as separate departments in Park’s and Rec. Community Services. She wanted to know how those programs differed. Packet Page. 47 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 16 Jim Tickemyer Park’s Rec. Director responded that he would need to research that information and get back to council at a later time. RESULT: ADOPTED RESOLUTION NO. 2021-252 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 19. Execution of PSA to PM Group in the Amount of $67,635 for the Design, Print, and Mail of City of San Bernardino PRCSD Trimester Brochure for FY2021- 2022 Recommendation: Adopt Resolution No. 2021-253 of the Mayor and City Council of the City of San Bernardino, California authorizing the City Manager or designee, to execute a professional services agreement (PSA) between the City and the PM Group (PMG) for the design, print, and mail services of the Parks, Recreation and Community Services Department (PRCSD) trimester brochure for Fiscal Year 2021/22. RESULT: ADOPTED RESOLUTION NO. 2021-253 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 20. Purchase Order for Six Cubic Yard Back Rear Loader (All Wards) Recommendation: Adopt Resolution No. 2021-257 of the Mayor and City Council of the City of San Bernardino, California, authorizing the City Manager to execute the purchase of the Public Works equipment approved for funding through Fiscal Year 2021/22 Operating Budget Report: one new, 6 cubic yard, Diamond Back Rear Loader in the amount of $133,686.15. RESULT: ADOPTED RESOLUTION NO. 2021-257 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None Packet Page. 48 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 17 21. Stop Sign Installation at the Intersection of Magnolia Avenue and Meyers Road (Ward 5) Recommendation: Adopt Resolution No. 2021-256 of the Mayor and City Council of the City of San Bernardino, California, amending Resolution No. 655 entitled, in part, “A Resolution… designating certain streets or portions thereof as through highways…” and authorizing the establishment of an all-way (4-way) stop control at the intersection of Magnolia Avenue and Meyers Road. Council Member Figueroa asked which metrics were being used to measure distances within the project. Acting Public Works Director, Alex Qishta, responded that a wheel measuring in feet was used most of the time. Council Member Figueroa discussed the warrant petition and whether it had been met. Acting Public Works Director, Alex Qishta, confirmed that stop signs cannot be used to control speed. Council Member Figueroa pointed out that the petition itself states that the request is being made to resolve several neighborhood issues, such as speeding. He asked the city attorney if the council could move forward given the petition is not following the vehicle code. City Attorney Carvalho recommended the council request from staff justification for why the stop sign is needed beyond speeding. RESULT: ADOPTED RESOLUTION NO. 2021-256 [7-0] MOVER: Juan Figueroa, Council Member, Ward 3 SECONDER: Fred Shorett, Council Member, Ward 4 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 22. Construction Contract Award – Installation of LED Solar Powered Street Lights on “E” Street Between Baseline Street and Highland Avenue (Ward 2) Recommendation: Adopt Resolution No. 2021-254 of the Mayor and City Council of the City of San Bernardino, California: 1. Approving the award of a Construction Contract with Quality Light and Electric in an amount not to exceed $249,282 for the construction and installation of LED solar powered streetlights on “E” Street between Baseline Street and Highland Avenue; 2. Authorizing project construction, construction contingencies, and inspection costs in the total amount of $35,000 for installation of LED solar powered streetlights; and Packet Page. 49 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 18 3. Authorizing the City Manager or designee to expend the contingency fund, if necessary, to complete the project. RESULT: ADOPTED RESOLUTION NO. 2021-254 [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Damon Alexander, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 23. Purchase Order for Installation of a Battery Backup System (Wards 1,2,3,4,6) Recommendation: Adopt Resolution No. 2021-255 of the Mayor and City Council of the City of San Bernardino, California, authorizing the City Manager to execute a Vendor Services Agreement with NexTech Systems, and authorizing the Director of Finance to issue a purchase order in an amount not to exceed $59,786.96 for the installation of a Backup Battery System (BBS) at six locations in various areas of the City. Council Member Reynoso asked Acting Public Works Director, Alex Qishta, why Wards 5 and 7 were left out of this. He specifically asked about Kendall/Little Mountain and Kendall/University because he had personally experienced street light blackouts at those intersections. Acting Public Works Director, Alex Qishta responded that this decision was dictated by identifying which areas had greater need. He commented that he believed the two intersections mentioned by Council Member Reynoso already had battery backup systems and that he would investigate their functionality. Mayor Valdivia asked if there was the possibility of adding a reflective backer to the intersection lights that go out most frequently. He recommended the City Manager to proceed with this as a cheaper alternative. RESULT: ADOPTED RESOLUTION NO. 2021-255 [7-0] MOVER: Ben Reynoso, Council Member, Ward 5 SECONDER: Theodore Sanchez, Council Member, Ward 1 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS 24. Fire Safety Measures and Potential Implementation/Addition to the City Municipal Code as it Relates to Pallet Yards (All Wards) - Council Member Reynoso Packet Page. 50 Regular Meeting Draft Minutes October 20, 2021 Mayor and City Council of the City of San Bernardino Page 19 Council Member Reynoso clarified that he wanted fire prevention methods and pallet yards to be included, but that now he could not vote for this item based on testimony received at the meeting. RESULT: APPROVED ADDING THE ITEM TO A FUTURE AGENDA BUT REMOVE THE MENTION OF PALLET YARDS [7-0] MOVER: Ben Reynoso, Council Member, Ward 5 SECONDER: Juan Figueroa, Council Member, Ward 3 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None 25. Instruct Staff to Evaluate Options for Adjusting the Salary of the Mayor to Appropriately Reflect the Duties of the Office Following the 2016 Amendment of the City Charter. - Council Member Shorett Mayor Valdivia provided comments regarding the proposed item. Council Member Shorett clarified his request and motioned for staff to evaluate options for adjusting the salary of the Mayor. RESULT: APPROVED ADDING ITEM TO A FUTURE AGENDA [7-0] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Kimberly Calvin, Council Member, Ward 6 AYES: Sanchez, Ibarra, Shorett, Reynoso, Calvin, Alexander, Figueroa NOES: None ADJOURNMENT The meeting of the Mayor and City Council was adjourned on Wednesday, October 20, 2021, at 10:21pm. The next special meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, October 27th, 2021, in the Council Chamber located at 555 West 6th Street, San Bernardino, California, 92401. Open Session will begin at 8:00 a.m. Genoveva Rocha, CMC, City Clerk Packet Page. 51 2 3 7 0 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Gabriel Elliott, Director of Community Development & Housing Department:Community Development & Housing Subject:First Amendment to the American Rescue Plan Act Subaward Agreement with Lutheran Social Services of Southern California. (Grant) (Ward 2) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 to the Sub-award Agreement with Lutheran Social Services of Southern California (LSSSC) to use American Rescue Plan Act (ARPA) funds for the operational cost of the 140-bed San Bernardino Community Wellness Campus (SBCWC) on LSSSC privately owned property located at 1354 N G St, San Bernardino; and 2. Authorize the City Manager or their designee to take any further actions and execute any additional agreements or documents as necessary, including minor and substantive changes. Executive Summary On December 7, 2022, the Mayor and City Council approved allocating $5 million in ARPA dollars to LSSSC for the pre-development, construction, and operation of SBCWC. The Homekey Grant Award fully funds construction, and Exhibit E, Section G.2 of the Homekey Grant Agreement from HCD requires the City to allocate ARPA funding towards operations. Amendment 1 to the Sub-Award Agreement revises the breakdown of the original allocation, whereas all $5 million will now cover the operational costs of the SBCWC rather than just $1 million as previously noted. The reasoning behind the City’s recommendation to reallocate ARPA funds towards operations versus predevelopment and construction is due to the State’s aggressive 12-month completion timeline for all Homekey projects, and utilizing ARPA funds for Packet Page. 52 2 3 7 0 Operations will not trigger a procurement process since LSSSC is the sole operator. Background On October 27, 2022, the City hosted a Homeless Workshop that identified the City’s need to increase shelter bed capacity for those experiencing homelessness. The workshop also identified a funding source called Homekey, which is administered by the State of California Department of Housing and Community Development (HCD). Homekey is the largest source of funding available to help cities and counties build and expand homeless housing-related projects. Council approved the City’s plan to partner with LSSSC on a future Homekey application to expand shelter operations and provide $5 million in ARPA funds to help with project pre-development, construction, and operation. On December 7, 2022, Council approved Resolution No. 2022-268 authorizing the City Manager to amend the Fiscal Year 2022-23 Operating and Capital Budget, which included the allocation of $5 million in ARPA funds to LSSSC for the pre-development, construction, and operating expenses related to the San Bernardino Community Wellness Center (SBCWC). On March 29, 2023, HCD announced the availability of approximately $736 million in Homekey Round 3 funding for the rapid expansion of housing inventory for those experiencing homelessness or at risk of homelessness, who are also impacted by or at increased risk for medical diseases or conditions due to COVID-19 or other communicable diseases. Homekey applications were accepted by the State on a first- come, first-served basis until July 28, 2023. On April 26, 2023, the Council authorized the City to submit a joint Homekey application with LSSSC to develop SBCWC, a 140-bed, men’s navigation center. Discussion The State instills a stringent completion timeline on all Homekey projects (12-month completion on all housing/interim housing units). To ensure the project’s success, the City and LSSSC met with homeless housing developer Dignity Moves, which has successfully applied for and received multiple Homekey awards for the development of interim housing units. Dignity Moves has also been successful in completing Homekey projects with the State’s designated timeframe. Dignity Moves entered into an Agreement with LSSSC to act as Developer, assisted the City with its Homekey application and was listed as a co-applicant on the Homekey application along with LSSSC. On December 19, 2023, the City received a conditional award letter from HCD for the SBCWC project for $34,944,702. The City was listed as the lead applicant, and LSSSC and Dignity Moves were co-applicants. The City was also listed as Payee of Funds. Program Award Amount Contract Number Capital Award $30,775,000 23-HK-18110 Packet Page. 53 2 3 7 0 Operating Award $4,169,702 13-HK-18110 HCD provided each party with a copy of the fully executed Standard Agreement. The City received two separate Homekey check disbursements from HCD. The City received the first disbursement check in the amount of $9.539,267.23 on September 5, 2024. The check was issued to reimburse expenditures already incurred for predevelopment and construction services by LSSSC and Dignity Moves. The first check disbursement allowed the project to move forward until the second check disbursement was received. The second check disbursement arrived on October 30, 2024, in the amount of $25,444,702. All Homekey funds for the Capital Award ($30,775,000) are secured in a fund control and escrow account, where funds are only released after: 1) All invoices have been reconciled, 2) Conditional lien releases have been received from subcontractors, and 3) Construction site inspection verifies that the invoiced work has been completed. The Operating Award ($4,169,702) remains with the City and will be reimbursed to LSSSC monthly during the SBCWC operating period. First Amendment to LSSSC ARPA Subaward Agreement The City previously awarded LSSSC $5 million in ARPA funds to assist in developing and operating SBCWC. The ARPA allocation breakdown was itemized as follows: Pre-development $2,000,000 Site Preparation $1,000,000 Construction $1,000,000 Operations $1,000,000 Guidelines established by the Federal Treasury Department require ARPA recipients and subrecipients to utilize a competitive bidding process when securing activities, programs, or services. The reasoning behind the City’s recommendation to reallocate ARPA funds entirely towards operations versus predevelopment and construction are as follows: 1) The Homekey Grant Agreement from HCD requires the City to allocate its ARPA funding commitment towards operations. 2) Granting the City's ARPA funds as a sub-award for operating the SBCWC helps avoid issues with the procurement process. This is because LSC will operate the SBCWC themselves as the sub-recipient rather than entering into a contract with a third party (where a contract would require competitive procurement. Packet Page. 54 2 3 7 0 3) ARPA funds must be fully expended by December 31, 2026, or the US Treasury Department will claw back funding. LSSSC aims to operate the SBCWC facility to assist unhoused men with housing options and case management, enhancing stability and autonomy and improving overall health. 2021-2025 Strategic Targets and Goals Expanding accessibility to housing will improve the quality of life for unhoused residents. The construction of the facility aligns with Strategic Target No. 3: Improved Quality of Life. Fiscal Impact There is no fiscal impact to the General Fund associated with this item. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 to the Sub-award Agreement with Lutheran Social Services of Southern California (LSSSC) to use American Rescue Plan Act (ARPA) funds for the operational cost of the 140-bed San Bernardino Community Wellness Campus (SBCWC) on LSSSC privately owned property located at 1354 N G St, San Bernardino; and 2. Authorize the City Manager or their designee to take any further actions and execute any additional agreements or documents as necessary, including minor and substantive changes. Attachments Attachment 1: First Amendment to LSSSC ARPA Fund Sub-Award Agreement Attachment 2: LSSSC ARPA Subaward Agreement-Executed Attachment 3: Exhibit A Supportive Service Plan and Budget Attachment 4: Exhibit B Reimbursement Procedures Ward: Ward 2 Synopsis of Previous Council Actions: August 4, 2021 Mayor and City Council received a report and discussed the allocation of ARPA funds. October 27, 2022 Mayor and City Council agreed to expand shelter capacity and partner with local non-profit, LSS on a Homekey application. Packet Page. 55 2 3 7 0 December 7, 2022 Mayor and City Council authorized the use of $24,500,000 in ARPA funds for the development of a Navigation Center, State of California Homekey Round 3 Projects, Homeless/Street Outreach and $150,000 towards Mobile Shower Expansion. February 1, 2023 Mayor and City Council declared a Homelessness State of Emergency April 26, 2023 Mayor and City Council authorized the City to submit a joint Homekey application with LSS to develop a men’s navigation center. May 17, 2023 Mayor and City Council approved a Homelessness State of Emergency Implementation Plan. July 19, 2023 Mayor and City Council approved an Amendment to Permanent Local Housing Allocation Funds to assist individuals experiencing homelessness. August 13, 2023 Mayor and City Council approved a Substantial Amendment to FY2020-2021 Annual Action Plan associated with Community Development Block Grant Coronavirus Relief Funds to support interim shelter activities. December 6, 2023 Mayor and City Council approved a Motel Voucher Program and authorized Professional Service Agreements with motel operators to provide interim shelter. September 4, 2024 Mayor and the City Council adopted Resolution 2024-201 reaffirming the declaration of a Homelessness State of Emergency. Packet Page. 56 5 6 3 8 AMENDMENT NO. 1 TO AMERICAN RESCUE PLAN ACT (ARRA) SUBAWARD AGREEMENT WITH LUTHERAN SOCIAL SERVICES OF SOUTHERN CALIFORNIA This Amendment No. 1 to the American Rescue Plan Act (ARPA) Subaward Agreement is made and entered into as of November 20, 2024 (“Effective Date”) by and between the City of San Bernardino, a charter city and municipal corporation (“City”) and Lutheran Social Services of Southern California (“Subrecipient”). City and Subrecipient are sometimes referred to herein individually as a “Party” and collectively as “Parties.” RECITALS A. WHEREAS, the City and the Subrecipient have entered into a subaward agreement, dated May 17, 2023, for the purpose of granting five (5) million dollars in American Rescue Plan Act (“ARPA”) funds to assist with the construction and management of the San Bernardino Community Wellness Campus (SBCWC) (the “Master Subaward Agreement”); and B. WHEREAS, the Master Subaward Agreement allocated two (2) million dollars towards pre-development expenditures, one (1) million dollars towards site preparation expenditures, one (1) million dollars towards construction expenditures, and one (1) million dollars towards case management services; and C. WHEREAS, the Parties now desire to amend the Master Subaward Agreement' to reallocate all five (5) million dollars to operational expenses. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the Master Subaward Agreement, the Parties mutually agree as follows: 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Amendment. Exhibit A of the Master Subaward Agreement, “Scope of Services and Budget,” is hereby amended in its entirety to read as follows: “EXHIBIT A SCOPE OF SERVICES AND BUDGET Target Population The target population is adult men experiencing chronic/homelessness with complex health and social service needs. This population is at or below 15% of the area median income. The US Department of Housing and Urban Development (HUD) defines chronically homeless as individuals who are disabled and live in a place not meant for human habitation, a safe haven, or an emergency shelter; AND who have been homeless and living in one of these places continuously for at least 12 months, OR who on at least 4 separate occasions have been living in these places during the last 3 years for at least 7 consecutive nights each time. Packet Page. 57 5 6 3 8 Tenant Selection Criteria Upon entry to the campus, residents will undergo a thorough intake process to gather essential information, identify needs, and determine eligibility for services. Age 18 or over, male, chronic/homeless, resident of San Bernardino County, cognitively alert and oriented to name, place, date, and situation. Case managers will use standardized assessment tools, such as the Vulnerability Index-Service Prioritization Decision Assistance Tool (VI-SPDAT), to evaluate residents' vulnerabilities and support needs, enabling the development of individualized service plans tailored to their unique circumstances. Tenant Selection Criteria draw from the formal standardized process of the Coordinated Entry System (CES) using the County of San Bernardino Homeless Data Integration System (HDIS). Housing First and Harm Reduction principles are followed to ensure individuals are not disqualified because of substance use disorders or other personal struggles. Placement is not contingent on sobriety, minimum income requirements, lack of a criminal record, completion of treatment, participation in services, or any other unnecessary condition not imposed by the terms of funding. Tenant Selection Prioritization The CES is intended to facilitate access to the most appropriate housing Intervention for each household's immediate and long-term housing needs and ensure that scarce permanent housing resources are targeted to those who are most vulnerable and/or have been homeless the longest. An initial Pre-screening will be conducted by all CES Partners (the Subrecipient is an authorized CES partner), and then an intake and assessment will be completed by first entering persons who are homeless into HMIS which will include administering the VI-SPDAT. Subrecipient must complete and sign intake documents to be considered for occupancy. Applicants will be considered conditionally eligible for housing based solely on statements given on the intake form and any third-party verification forms. Background checks (i.e. criminal, credit, or tenant history) shall not be used to screen applicants for housing eligibility or readiness. Each resident will be assigned a dedicated case manager, who will provide ongoing support and guidance in accessing services and achieving personal goals. Case managers will employ a strengths-based approach, focusing on residents' capabilities and resources to foster self- sufficiency and empowerment. Housing Assistance Supportive Services will include housing search and placement assistance, landlord mediation, and eviction prevention strategies to help residents secure and maintain stable housing. For those in need of additional support, case managers will provide ongoing rental assistance and housing stabilization services, helping residents to navigate the challenges of independent living. Regular case conferencing and supervision will ensure that case managers remain responsive to residents' evolving needs and that service delivery is consistent and coordinated. Referrals The Subrecipient will utilize United Way, the designated management entity for Coordinated Entry Services (CES) in San Bernardino. Upon entry to the campus, residents will undergo a thorough intake process to gather essential information, identify needs, and determine eligibility for services. Case managers will use standardized assessment tools, such as the VI-SPDAT, to evaluate residents' vulnerabilities and support needs, enabling the development of individualized service plans tailored to their unique circumstances. Substance Use Policy The Subrecipient employs a harm reduction model that offers a non-judgmental approach that attempts to meet tenants "where they are at" with their substance use. However, tenants may be Packet Page. 58 5 6 3 8 asked to leave for substance use that is disruptive to site services, tenants, or staff. Services to support recovery will be offered with opportunities for the tenant to minimize the harms associated with substance use but may be mandated for those who have a substance use problem and wish to stay. While drugs and alcohol are not allowed on the campus, the Project will house many tenants who are actively using these substances. Staffing The Subrecipient will maintain staffing, including security, 24/7 on the property. All shifts will have two staff on duty. Maintaining the safety and security of clients and staff is paramount at the Community Wellness Campus. Shifts will rotate out at regular intervals, and updates will be provided to incoming staff, so they are aware of any emerging issues for/among the tenants. All staff will treat tenants with kindness, and client issues will be managed with confidentiality and respect. The Program Manager will, under the leadership of the Area Director and Senior Director, be responsible for the day-to-day implementation of the program. The Program Manager will develop, implement, and provide supervision for the Project’s programs. The Program Manager will work with the Director to establish program budgets and ensure that the programs operate within the established budget. Eviction Protection Support services stall will assist tenants in abiding by housing rules and Project policies. This may include helping a tenant understand the appropriate way to communicate concerns, and write requests, responses, or complaints to the Project Director. Tenants will also be encouraged to attend housing meetings to voice their concerns and ideas and will be provided with Project updates. Required Services Case Management Peer Support Activities Substance Use Services Behavioral Health Services Support Services will be offered primarily on-site, with drop-in appointments, individual case management, workshops, and community-building activities. Programs are delivered by program staff, partner agencies, and volunteer groups. The Subrecipient staff will assist tenants with linkage (including transportation assistance) to various resources, services, and providers that are not available on-site. Tenants will be provided with assistance in identifying, applying for, and establishing appointments with available services such as food programs, medical clinics, in-home support, and transportation services. Encourage Services Care Coordinators/Case Managers will assess tenants’ skills and goals at intake and encourage all tenants to participate in educational and employment services. BUDGET/EXPENDITURES Total Operating Expenses $5,000,000” Packet Page. 59 5 6 3 8 3. Full Force. Except as amended by this Amendment No. 1, all provisions of the Master Subaward Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1. 4. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 5. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 60 5 6 3 8 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE AMERICAN RESCUE PLAN ACT (ARPA) SUBAWARD AGREEMENT WITH LUTHERAN SOCIAL SERVICES OF SOUTHERN CALIFORNIA IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney SUBRECIPIENT Dr. LaSharnda Beckwith President & CEO Packet Page. 61 Page 1 of 9 CITY OF SAN BERNARDINO AMERICAN RESCUE PLAN ACT SUBAWARD AGREEMENT This Subaward Agreement (“Agreement”) is between the City of San Bernardino, a California charter city (“City”), and the Lutheran Social Services of Southern California (“Subrecipient”). City and Subrecipient may be individually referred to herein as the “Party” and collectively as the “Parties.” RECITALS A.On March 10, 2021, the United States Congress passed, and on March 11, 2021, President Joseph Biden signed into law, the American Rescue Plan Act (“ARPA”). B.ARPA established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. C.The City received federal funding in the form of the CSLFRF under ARPA in response to the coronavirus (“COVID-19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities. D.The Interim Final Rule on CSLFRF issued by the Department of the Treasury (“Treasury”) effective May 17, 2021, and the Final Rule issued by the Department of the Treasury effective April 1, 2022, (together, the “Rule”) provide the rules and guidelines for how CSLFRF funds may be spent. E.ARPA states the City may grant subawards to subrecipients for the furtherance of an ARPA eligible use. City desires to make a grant of CSLFRF funds to the Subrecipient, in accordance with the terms of this Agreement and all applicable provisions of ARPA, to carry out the services that the Subrecipient will provide (“Services” or “Project”). TERMS AND CONDITIONS Now, therefore, in consideration of the above recitals, which are hereby fully incorporated into this Agreement, and the mutual covenants containe d herein, City and Subrecipient agree as follows: 1.Scope of Services, Budget. The scope of the Services is set forth in the attached Scope of Work and Budget, which is included as Exhibit “A” to this Agreement. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 62 Page 2 of 9 2.Term. The term of this Agreement begins on May 1, 2023, and continues through December 31, 2026, unless modified or terminated in accordance with this Agreement. Subrecipient certifies that the use of funds will be used only to cover expenditures allowed under ARPA and incurred during the Term. Any cost obligated by Subrecipient as of December 31, 2024, must be expended by December 31, 2026, to meet the eligible costs timeframe as defined by the United States Department of the Treasury. 3.Compensation City will provide Subrecipient with an amount not-to-exceed $5,000,000 (the “Grant Funds”). Any expenses and costs incurred by the Subrecipient in excess of the Grant Funds shall be the sole responsibility of the Subrecipient. Subrecipient shall use the Grant Funds for the Services. Subrecipient shall submit a Reimbursement Request to the City for payment of the Grant Funds in accordance with the Reimbursement Procedures that is attached hereto as Exhibit “B.” Subrecipient agrees that all expenditures are to be in accordance with the terms of this Agreement. 4.Availability of Funds. City’s payment to Subrecipient under this Agreement is contingent on the availability of program funds and continued federal and state authorization for the funded program activities. 5.Performance Monitoring. The City will monitor the performance of the Subrecipient against goals and performance standards required herein or by ARPA. Substandard performance, as determined by the City in its sole discretion, will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time, but no later than 10 days, after being notified by the City, the City may suspend any pending disbursements of Grant Funds or may, in its sole discretion, terminate this Agreement in the manner provided herein. 6.Modification and Termination. 6.1 City may modify or terminate this Agreement at any time if in good faith City deems it necessary to: (A)Respond to a reduction or elimination of funds or discontinued authorization; or (B)Comply with changes in City, state, or federal legislation, regulation, or policy. 6.2 Any modification of this Agreement must be by written amendment, signed by both Parties. If City modifies the Agreement and Subrecipient refuses to accept the modification by executing a corresponding amendment, City may terminate the Agreement for cause. 7.Commencement of Performance. Subrecipient may not obligate or request disbursement of funds, incur any cost, or initiate identified Services that are the DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 63 Page 3 of 9 subject of this Agreement until each of the following provisions has been fully satisfied: 7.1 Subrecipient must furnish proof of insurance as required by this Agreement. 7.2 City has obtained proof that Subrecipient is registered on SAM.gov and that Subrecipient is not suspended or barred from federally funded programs. 7.3 Subrecipient has provided City with a completed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 2020, as issued by the Internal Revenue Service). 7.4 This Agreement is fully executed by the Parties. 8.Representatives of the Parties and Service of Notice. The Parties’ respective representatives who are primarily responsible for the administration of the Agreement, and to whom formal notice, demands and communications must be given, are as follows: 8.1 The principal representative of the City is: City of San Bernardino Community & Economic Development Department 290 North D Street San Bernardino, CA 92401 8.2 The principal representative of Subrecipient is: Lutheran Social Services of Southern California 999 Town and Country Road, Suite 100 Orange, CA 92868 8.3 8.4 Notices, demands, and communications to be given hereunder by either Party must be made in writing and affected by personal delivery or by mail. When mailed and addressed in accordance with this section, notice is deemed given upon deposit in the U.S. mail, postage pre-paid. In all other instances, notice is deemed given at the time of actual delivery. Each Party will provide the other with the name and current contact information of its principal representative within five (5) business days after designating a new principal representative or after any change to the representative’s contact information. 9.Compliance with Laws. Subrecipient shall comply with all federal, state and local laws, ordinances, rules and regulations as well as applicable codes of ethics, pertaining to or regulating the provision of the services, including those now in effect and hereafter adopted. Any violation of such laws, ordinances, rules a nd regulations, and applicable codes of ethics shall constitute a material breach of DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 64 Page 4 of 9 this Agreement and shall entitle the City to terminate this Agreement immediately upon delivery of written notice of termination to the Subrecipient. 10.Federal Terms and Conditions. 10.1 The Grant Funds must be used strictly in accordance with the ARPA Requirements attached hereto as Exhibit “C,” which are incorporated herein by this reference. To the extent that any provision contained in Exhibit “C” conflicts with any provision of this Agreement, Exhibit “C” governs. 10.2 Any Grant Funds expended by Subrecipient in any manner that does not adhere to the ARPA Requirements and this Agreement shall be returned or repaid to the City. This includes, but is not limited to, funds paid to Subrecipient: i) in excess of the amount to which Subrecipient is finally determined to be authorized to retain; ii) that are determined to have been misused; or iii) that are determined to be subject to a repayment obligation pursuant to section 603(e) of ARPA. 11.Independent Contractor. Subrecipient is an independent contractor. As such, Subrecipient has no power or authority to incur any debt, obligation, or liability on behalf of City. Further, neither Subrecipient nor anyone working on its behalf is not entitled to any benefit typically associated with an employee such as medical, sick- leave, or vacation benefits. 12.PERS Eligibility Indemnity 12.1 In the event that Subrecipient or any employee, agent, or subcontractor of Subrecipient providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Subrecipient will indemnify, defend, and hold harmless City for the payment of any employee or employer contribution for PERS benefits for Subrecipient or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, that would otherwise be the responsibility of City. 12.2 Notwithstanding any other state or federal policy, rule, regulation, law , or ordinance to the contrary, Subrecipient and any of its employees, agents, and subcontractors providing Services under this Agreement do not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution or employee contributions for PERS benefits. 13.Indemnity and Insurance DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 65 Page 5 of 9 13.1 Indemnity. Subrecipient will hold City and its employees, officers, and agents free and harmless from all losses, claims, liens, demands, and causes of action of every kind and character, including, but not limited to, the amounts of judgment, interests, court costs, legal fees, expert costs, expert fees, and all other expenses incurred by City to the maximum extent allowed by law arising in favor of any party, including claims, liens, debts, personal injuries, including employees of City, death or damages to property (including property of City) and without limitation by enumeration, all other claims or demands of every character occurring or arising directly out of or as a consequence of the performance of the Services, this Agreement, violation of ARPA Requirements, and use of the Grant Funds, except only such injury to persons or damage to property due or claimed to be due to the sole negligence or willful misconduct of City. 13.2 Insurance. Subrecipient will procure and maintain at all times during the term of this Agreement insurance as set forth in Exhibit “D” attached hereto. 14.Records, Inspections, and Reports. 14.1 Subrecipient will maintain full and accurate records with respect to all Services and matters covered under this Agreement. City may have free access at all reasonable times to such records, and has the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. Subrecipient understands and agrees that City may, at any time, request additional information that may be required for the purpose of making necessary reports to Treasury, or for otherwise evaluating Subrecipient's progress and performance under this Agreement. In the event of such requests, Subrecipient will comply by providing the appropriate data within ten (10) working days from the date of any such request. 14.2 The City, Treasury Department, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to all books, documents, papers and records maintained by the Subrecipient in connection with the Services for the purpose of audit, examination, excerpts and transcriptions. 14.3 Subrecipient further understands and agrees that the records and additional information described in this section must be retained on a continuing basis for a period of five (5) years after this Agreement has expired, as required for compliance with ARPA Requirements. 14.4 Subrecipient shall submit “Quarterly Reports” during the term of this Agreement, within thirty (30) calendar days of the end of each quarter. The first Quarterly Report is due on or before June 30, 2023, and the final Quarterly Report is due no later than November 1, 2026. Each Quarterly Report must include sufficient information to assist the City in monitoring DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 66 Page 6 of 9 the Subrecipient’s performance under the terms of this Agreement. The Subrecipient must submit its Quarterly Report and demonstrate satisfactory performance, at the sole discretion of the City, prior to reimbursement for expenditures under a Reimbursement Request. 15.Audit Requirements. 15.1 Subrecipient is responsible for conducting an annual audit of its ARPA spending in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable. A copy of the required audit or financial statement must be forwarded to City upon completion. Any costs associated with the annual audit are the responsibility of Subrecipient. 15.2 Subrecipient shall cooperate in having an audit completed by City, at City’s option and expense. 15.3 Subrecipient shall repay to County any reimbursement for ARPA funding that is determined by subsequent audit to be unallowable under ARPA within the time period required by the ARPA, but no later than one hundred twenty (120) days of Subrecipient receiving notice of audit findings, which time shall include an opportunity for Subrecipient to respond to and/or resolve the findings. Should the findings not be otherwise resolved and Subrecipient fail to reimburse moneys due City within one hundred twenty (120) days of audit findings, or within such other period as may be agreed between the Parties or required by the ARPA, City reserves the right to withhold future payments due Subrecipient from any source under City’s control. 16.Prevailing Wage. Subrecipient is aware of the requirements of California Labor Code Section 1720, et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 1600 et seq. (“State Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the funds are used as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Subrecipient agrees to fully comply with such State Prevailing Wage Laws. 17.Confidentiality. Employees of Subrecipient may, in the course of their duties, have access to financial, accounting, statistical, and personnel data of private individuals and of employees of City. Subrecipient covenants that all data, documents, discussion, or other information developed or received by Subrecipient or provided for performance of this Agreement are deemed confidential and may not be disclosed by Subrecipient without written authorization by City. City will grant such authorization if disclosure is required by law. All City DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 67 Page 7 of 9 data must be returned to City upon the termination of this Agreement. Subrecipient’s covenant under this section survives termination of this Agreement. 18.Termination for Convenience. Either City or Subrecipient may terminate this Agreement at any time without cause by giving the other written notice of the date of termination at least 30 calendar days before. If this Agreement is terminated as provided herein by Subrecipient, Subrecipient will return all Grant Funds provided to Subrecipient under this Agreement to City within thirty (30) calendar days. 19.Termination for Cause. If for any reason, Subrecipient fails to fulfill in a timely and proper manner its obligation under this Agreement, or if Subrecipient violates any of the covenants of this Agreement, City has the unilateral right to terminate this agreement by giving Subrecipient written notice at least five (5) calendar days before termination. The notice must refer to this clause, specify the nature of the alleged default, and specify the effective date of the termination. If this Agreement is terminated as provided herein, Subrecipient will return all ARPA funds provided to Subrecipient under this Agreement to City within thirty (30) calendar days. 20.Assignment and Subcontracting. Neither Party may assign or subcontract the rights or responsibilities under this agreement without the express, written consent of the other Party, which consent may be withheld for any reason or for no reason. 21.Permits and Licenses. Subrecipient, at its sole expense, will obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that are required for the performance of the Services. 22.Standard. All Services to be rendered under this Agreement must be performed in accordance with the standards that are customarily observed by an experienced and competent professional organization rendering the same or similar services. Subrecipient will re-perform any of said Services that are not in conformity with applicable standards, as determined by City. 23.Resolution of Disputes 23.1 Disputes regarding the interpretation or application of any provision of this Agreement must, to the extent reasonably feasible, be resolved through good-faith negotiations between the Parties. 23.2 If any action at law or in equity is brought to enforc e or to interpret any provision of this Agreement, the prevailing party is entitled to recover reasonable attorney’s fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. 24.Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Subrecipient may not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age physical or m ental handicap, medical condition, or sexual orientation. Subrecipient will take affirmative action to DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 68 Page 8 of 9 ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 25.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions continue in full force and effect without being impaired or invalidated in any way. 26.Governing Law and Venue. This Agreement is governed by and must be construed in accordance with laws of the State of California. In the event of litigation between the Parties, venue in state trial courts lies exclusively in the County of San Bernardino. In the event of litigation in a U.S. District Court, venue lies exclusively in the Central District of California. 27.Entire Agreement. This Agreement, together with Exhibits “A,” “B,” “C,” “D,” and “E” supersede all other agreements, whether oral or in writing, between the Parties with respect to its subject matter. Each Party to this Agreement acknowledges that no representation by any Party that is not embodied herein, nor any other agreement; statement, or promise not contained in this Agreement, is valid or binding. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 69 Page 9 of 9 IN WITNESS WHEREOF this Agreement is entered into by the Parties hereto on the last date set forth below. CITY OF SAN BERNARDINO SUBRECIPIENT Dr. LaSharnda Beckwith Charles E. McNeely Interim City Manager President & CEO Date: Date: ATTEST: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney Approved by City Council on: April 26, 2023 DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 5/15/2023 5/17/2023 Packet Page. 70 A-1 EXHIBIT “A” SCOPE OF SERVICES AND BUDGET The general purpose of this program is for the construction for its 140 interim housing beds and 30 semi-private emergency shelter beds. The following construction deliverables will be needed: SUBRECIPIENT IS RESPONSIBLE FOR: •Conducting community outreach and engagement activities to ensure the facility is responsive to the needs of the community •Obtaining all necessary permits and approvals from local, state, and federal agencies •Developing a detailed design and engineering plan for the modular housing units, central building, and onsite supportive services •Conducting site preparation activities, such as grading, excavation, and utility installation, based on the design and engineering plan •Constructing modular interim housing units to accommodate a minimum of 140 beds and 30 emergency shelter beds •Installing essential services, such as water, sewer, electrical, and heating/cooling systems, based on the design and engineering plan •Constructing a central building to house administrative offices, case management services, and onsite supportive services, based on the design and engineering plan •Completing onsite supportive services, such as job training/placement, housing navigation, and case management, as outlined in the design and engineering plan •Conducting a final inspection and approval of all construction deliverables and services •Submitting all required documentation to the local agency overseeing the ARPA funds to disburse the remaining funds, as needed. BUDGET/EXPENDITURES 1.The following is the list of projected expenditures that will be funded by the Grant Funds Expenditure Type Projected Expenditures Pre-Development $2,000,000 Site Preparation $1,000,000 DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 71 A-2 Completing the construction of the 140 noncongruent interim housing beds and 30 emergency shelter beds $1,000,000 Providing ongoing case management services to ensure residents have the resources and support needed to maintain permanent housing and employment $1,000,000 Total Expenditure $5,000,000 DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 72 B-1 EXHIBIT “B” REIMBURSEMENT PROCEDURES 1.BILLING. By the 15th of each month, Subrecipient will submit a Reimbursement Request to City, along with a performance report and supporting documentation that are required by the Agreement. Subrecipient will submit the Reimbursement Request to City at the following address: City of San Bernardino Community and Economic Development Department 290 North D Street San Bernardino, CA 92401 Each Reimbursement Request shall include documentation to verify that the expenditure of funds is consistent with the Agreement. Payroll records, receipts and paid invoices including an itemized statement of all costs are samples of appropriate methods of reimbursement documentation. Prior to approving a Reimbursement Request, the City will verify that the Subrecipient has met all applicable ARPA Requirements. The City shall not provide any payments or reimbursements in advance of actual expenditures by the Subrecipient nor for any expenditures unrelated to the Services. If a Reimbursement Request is rejected, or revisions are requested, Subrecipient will work with City to submit the required revisions. Subrecipient shall not claim reimbursement or payment from City for, or apply sums received from City with respect to that portion of its obligations that have been paid by another source of revenue. 2.TIME OF PAYMENT. City will make payment to Subrecipient in accordance with City’s regular billing cycle after receipt of Subrecipient’s Reimbursement Request and City’s approval of the request. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 73 C-1 EXHIBIT “C” ARPA REQUIREMENTS 1.COMPLIANCE WITH ARPA REQUIREMENTS 1.1 Subrecipient agrees that it undertakes hereby the same obligations to City that City has undertaken to Treasury by way of City's acceptance of ARPA funds. The obligations thus undertaken by Subrecipient include, but are not limited to, the obligation to comply with the following: (A)Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (“ARPA”); (B)CSLFRF Final Rule, codified at 31 CFR Part 35; (C)CSLFRF Guidance on Recipient Compliance and Reporting Requirement, the most current version; (D)2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. This includes ensuring that any procurements using ARPA funds are consistent with the procurement standards in the Uniform Guidance at 2 CFR 200.317 through CFR 200.327, as applicable. A procurement checklist is attached hereto as Exhibit “E”; and (E)Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions. 1.2 Failure to meet established performance goals and standards or non-compliance with applicable rules and regulations constitute s non-compliance with the terms of this Agreement. City is entitled to avail itself of one or more of the following remedies to address noncompliance: (A)Temporarily withhold cash payments pending correction of deficiencies by Subrecipient; (B)Disallow all or part of the cost of the activity or action not in compliance (C)Wholly or partly suspend or terminate the current award for Subrecipient's program; (D)Withhold further awards for the program; or DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 74 C-2 (E)Take other remedies that may be legally available. 2.COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS 2.1 Maintenance of and Access to Records. Subrecipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of ARPA, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Subrecipient agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Subrecipient which are directly pertinent to this Construction Contract for the purposes of conducting audits or other investigations. Records shall be maintained by Subrecipient for a period of five (5) years after completion of the project. 2.2 Compliance with Federal Regulations. Subrecipient agrees to comply with the requirements of section 603 of ARPA, regulations adopted by Treasury pursuant to section 603(f) of ARPA, and guidance issued by Treasury regarding the foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following: (A)Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (B)Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (C)OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (D)Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (E)Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (F)New Restrictions on Lobbying, 31 C.F.R. Part 21. (G)Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 75 C-3 2.3 Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Subrecipient agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following: (A)Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (B)The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. (C)Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance. (D)The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (E)Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. 2.4 False Statements. Subrecipient understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 2.5 Hatch Act. If Subrecipient is a public agency, Subrecipient agrees to comply, as applicable, with the requirements of the Hatch Act (5 U.S.C. section 1501 -1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. 2.6 Protections for Whistleblowers. (A)In accordance with 41 U.S.C. § 4712, Subrecipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 76 C-4 substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (inclu ding the competition for or negotiation of a contract) or grant. (B)The list of persons and entities referenced in the paragraph above includes the following: (1)A member of Congress or a representative of a committee of Congress; (2)An Inspector General; (3)The Government Accountability Office; (4)A Treasury employee responsible for contract or grant oversight or management; (5)An authorized official of the Department of Justice or other law enforcement agency; (6)A court or grand jury; or (7)A management official or other employee of Subrecipient, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. 2.7 Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Subrecipient is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same 2.8 Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Subrecipient should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies to decrease accidents caused by distracted drivers. 2.9 Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Contract, including, but not limited to, the following: (A)Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 77 C-5 as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (B)Subrecipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Subrecipient understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Subrecipient shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Subrecipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (C)Subrecipient agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov. (D)Subrecipient acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Subrecipient and Subrecipient’s successors, transferees and assignees for the pe riod in which such assistance is provided. (E)Subrecipient agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Subrecipient and the Subrecipient’s subcontractors, successors, transferees and assignees: The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits o f, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and m ade a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (F)Subrecipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 78 C-6 Department of the Treasury, this assurance obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Subrecipient for the period during which it retains ownership or possession of the property. (G)Subrecipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Subrecipient shall comply with information requests, on-site compliance reviews, and reporting requirements. (H)Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Subrecipient must also inform the Department of the Treasury if Subrecipient has received no complaints under Title VI. (I)Subrecipient must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Subrecipient and the administrative agency that made the finding. If the Subrecipient settles a case or matter alleging such discrimination, Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject of any court or administrative agency finding of discrimination, please so state. (J)If Subrecipient makes sub-awards to other agencies or other entities, Subrecipient is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance. 3.SUBCONTRACTS Subrecipient will incorporate the same or substantially equivalent requirements as are contained in this Agreement in all subcontracts that utilize any ARPA funds or that support any ARPA funded project covered by this Agreement. When a project utilizes ARPA funds and funds from other sources, all funds are subject to ARPA regulations. Subrecipient, by entering into a subcontract for performance of any portion of its ARPA funded program, is not relieved of its responsibilities to City as set forth in this Agreement. 4.STANDARD OF CONDUCT/CONFLICT OF INTEREST AND LOBBYING DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 79 C-7 4.1 No member, officer or employee of Subrecipient or its designee or agents, no member of the governing body of the locality in which the program is sit uated, and no other public official of such locality or localities who exercises any function or responsibility with respect to the program during that person’s tenure or for one year thereafter, may have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the programs activities assisted under this Agreement. 4.2 By entering into this Agreement, Subrecipient certifies that: (A)No federal appropriated funds have been paid or will be paid, by or on behalf of Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant loan, or cooperative agreement. (B)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Subrecipient must complete and submit Standard Form- LL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and other federal disclosure forms as requested. (C)Subrecipient will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients certify and disclose accordingly. 4.3 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification is subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 5.FISCAL CONTROL 5.1 Subrecipient is responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. Subrecipient will establish such fiscal controls and fund accounting procedures as required by federal regulations, or as may be deemed necessary by the City to assure the proper disbursal of, and accounting for, funds paid to Subrecipient under this Agreement. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 80 C-8 Subrecipient must maintain separate accounts within established bookkeeping systems for ARPA funds. 5.2 If award exceeds $50,000 the Subrecipients are subject to Title 2 CFR Part 200 must deposit funds in an account requiring two signatures for disbursement and submit to City specimen signatures for all authorized signatories prior to receipt of funds. 5.3 City will pay Subrecipient progress payments at the time and in the manner set forth in Exhibit “B.” Payment by City is not to be construed as final in the event that Treasury disallows reimbursement for the Project or any portion thereof. Subrecipient will submit reasonable back-up documentation as specified by City with request for payment. 5.4 Subrecipient is liable for all amounts that are determined to be due by Treasury including, but not limited to, disallowed costs that are the result of Subrecipient's or its contractor's conduct under this Agreement. 5.5 City will notify Subrecipient in writing regarding any controversy or proceeding between City and Treasury arising from this Agreement. Subrecipient will be permitted to respond regarding the controversy or proceeding. 5.6 All financial transactions must be supported by complete and verifiable source documents. Records must provide a clear audit trail. 6.REVERSION OF ASSETS 6.1 Funds. Upon expiration of this Agreement, Subrecipient will transfer to City any ARPA funds in Subrecipient's control at the time of expiration of this Agreement. 6.2 Equipment. If Subrecipient has used ARPA funds to purchase tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $5,000 or mo re per unit, Subrecipient may use such equipment for the purpose for which it was acquired as long as needed for the program or project described in this Agreement. When no longer needed for the original program or project, the equipment must be returned to the City. 6.3 Real Property. If Subrecipient has used ARPA funds to purchase real property, and Subrecipient sells or otherwise disposes of such real property, Subrecipient shall return the ARPA-share of the purchase to City. The ARPA -share shall be computed by applying the percentage of ARPA funds that went toward the cost of the original purchase (and costs of any improvements) multiplied by the fair market value of the property at the time of sale by the Subrecipient. 7.REQUESTS FOR TECHNICAL ASSISTANCE Subrecipient will refer to the City of San Bernardino Community and Economic Development Department any regulatory or procedural questions regarding operation of its ARPA-funded Services. All formal requests for technical assistance must be submitted in writing. Requests should specify the problem area, particular assistance DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 81 C-9 being requested and proposed solution if applicable. Informal questions regarding daytoday program operation may be directed to the designated City representative. 8.CONTRACT RESPONSIBILITY FOR MONITORING AND RECORDS 8.1 City, designated representatives of City, and other appropriate officials must have access to all personnel records, management information, and fiscal data of Subrecipient and any agency or contractor with whom Subrecipient executes a subcontract necessary to carry out any ARPA-funded Services for monitoring purposes. Subrecipient will respond in a timely manner to all identified corrective actions Subrecipient will submit to City all required reports and monitoring corrective action plans on a timely basis, as delineated by City. Records must be maintained as follows: 8.2 Subrecipient agrees to retain all pertinent records under ARPA, including financial records, until advised by City that further retention is unnecessary. Records must be open and available for inspection by auditors and other staff assigned by City during the normal business hours of Subrecipient. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 82 D-1 EXHIBIT “D” INSURANCE Subrecipient must maintain throughout the duration of the term of the Agreement, liability insurance covering Subrecipient and designating City, including its elected or appointed officials, directors, officers, agents, employees, volunteers, or subrecipients, as additional insured against any and all claims resulting in injury or damage to persons or property (both real and personal) caused by any aspect of Subrecipient's work, in amounts no less than the following and with such deductibles as are ordinary and reasonable in keeping with industry standards. It must be stated in the Additional Insured Endorsement that Subrecipient's insurance policies are primary with respect to any claim related to or as the result of Subrecipient's work. Any insurance, pooled coverage, or self-insurance maintained by City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or Subrecipients must be non-contributory. The Additional Insured Endorsement does not apply to the Professional Liability Insurance. General Liability: a.General Aggregate $2,000,000 b.Products Comp/Op Aggregate $2,000,000 c.Personal & Advertising Injury $1,000,000 d.Each Occurrence $1,000,000 e.Fire Damage (any one fire)$ 50,000 f.Medical Expense (any one person) $ 5,000 Workers' Compensation: a.Workers' Compensation Statutory Limits b.EL Each Accident $1,000,000 c.EL Disease - Policy Limit $1,000,000 d.EL Disease - Each Employee $1,000,000 Automobile Liability a.Any vehicle, combined single limit $1,000,000 Subrecipient will provide thirty (30) days advance notice to City before any material change to or any cancellation of coverage. Certificates of insurance and additional insured endorsements must be furnished to City thirty (30) days prior to the effective date of this Agreement. Refusal to submit such certificates constitutes a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement. If proof of insurance required under this Agreement is not delivered as required or if such insurance is canceled and not adequately replaced, City has the right but not the duty to obtain replacement insurance and to charge Subrecipient for any premium due for such coverage. City has the option to deduct any such premium from the sums due to Subrecipient. Insurance must be placed with insurers that are authorized and admitted to write insurance in California and with a current A.M. Best's rating of A-:VII or better. Acceptance of insurance from a carrier with a rating lower than A-:VII is subject to approval by City's Risk Manager. Subrecipient must immediately advise City of any litigation that may affect these insurance policies. DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 83 E-1 EXHIBIT “E” PROCUREMENT CHECKLIST The below provides a general checklist of the Procurement Standards (2 CFR §200.317 to §200.327), as applicable, for Subrecipients to review and follow when using ARPA funds to contract with a contractor to carry out the Project. A contractor is defined as an entity that receives a contract and a contract is defined as a legal instrument by which a Subrecipient purchases property or services needed to carry out the Project. As specific questions arise, Subrecipients are encouraged to consult the City as this general checklist is only a guide and for reference only. Procurement Standards (§200.317-§200.327) Documented Procurement Procedures Subrecipient must have and use documented procurement procedures, consistent with state and local laws and regulations and the standards of §200.3.17 to §200.327, for the acquisition of property or services. ☐ General Procurement Standards Subrecipient must: •Ensure contractors perform in accordance with the terms, conditions, and specifications of their contract. •Maintain written standards of conduct covering conflicts of interest. •Avoid acquisition of unnecessary, duplicative items. •Consider consolidating, breaking out procurements for a more economical purchase. •Only award contracts to responsible contractors. •Maintain records to detail the history of the procurement. •Be responsible for the settlement of contractual and administrative issues in accordance with sound business judgement and good administrative practices. ☐ Competition Subrecipient must: •Conduct procurements in a manner providing full and open competition, situations considered to be restrictive of competition are listed in §200.319. •Conduct procurements in a manner that prohibits use of statutorily or administratively imposed state, local, or tribal geographical preferences in ☐ DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 84 E-2 the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference, is prohibited. •Have written procedures for procurement transactions that, among other things, incorporate a clear and accurate description of the tech nical requirements for the material, product, or service to be procured, Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals, and must not contain features which unduly restrict competition. Solicitations Subrecipient, in compliance with its own local and state laws, must follow the informal procurement methods (micro-purchases and small purchases) and formal procurement methods (sealed bids, proposals, noncompetitive procurement) in §200.320, as applicable. If Subrecipient thresholds are lower, the more restrictive requirement shall govern, notwithstanding the provisions in §200.320. •Micro Purchases - Purchases of supplies or services within the micro- purchase threshold (e.g., currently set at purchases of $10,000 or less, but periodically adjusted for inflation) may be awarded without soliciting competitive quotations if the Subrecipient considers the price to be reasonable based on research, experience, purchase history or other information and documents it files accordingly. To the extent practicable, the Subrecipient must distribute micro-purchases equitably among qualified suppliers. •Small Purchases - Purchases of property or services within the simplified acquisition threshold (SAT) (e.g., currently set at purchases of $250,000 or less) shall not be required to be formally bid. Price quotations must be obtained from an adequate number of qualified sources as determined appropriate by the Subrecipient. •Sealed Bids - Bids are publicly solicited and a firm-fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming to all the material terms and conditions of the invitation for bids, is the lowest in price. This is the preferred method for procuring construction. •Proposals - When the nature of a procurement does not lend itself to formal, sealed bidding, the Subrecipient may solicit competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed-price or cost- reimbursement type contract is awarded. •Noncompetitive Procurement - Contracts may be procured through a noncompetitive proposal only when: ☐ DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 85 E-3 o The acquisition of property or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold; o The item is only available from a single source; o The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; o The federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the Subrecipient; or o Competition is deemed inadequate after the solicitation of a number of sources. Types of Contracts Subrecipient must: •Not use a cost plus percentage of cost contract and, only in limited circumstances use a time and materials contract. •Perform a price or cost analysis in connection with every procurement action in excess of Simplified Acquisition Threshold ($250K), including contract modifications, including making an independent cost estimate prior to receiving bids or proposals. •Negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. •Require, on certain construction projects, bid, performance, and payment bonds in accordance with §200.326. ☐ Contract Provisions •Subrecipient must include in its contract with the selected contractor the twelve (12) contract provisions in Appendix II of 2 CFR Part 200, as applicable. Certain contract provisions will not apply based on the scope of and/or the value of the contract. •Subrecipient must take affirmative steps (and require the same of the contractor) to assure that minority businesses, women’s business enterprises and labor surplus firms are used when possible. See §200.321. •As appropriate and to the extent consistent with law, Subrecipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and ot her manufactured products). See §200.322. ☐ DocuSign Envelope ID: 4A04EE6F-4443-4E00-9CC1-589ACB22F9F0 Packet Page. 86 EXHIBIT A SUPPORTIVE SERVICE PLAN AND BUDGET Target Population The target population is adult men experiencing chronic/homelessness with complex health and social service needs. This population is at or below 15% of the area median income. The US Department of Housing and Urban Development (HUD) defines chronically homeless as individuals who are disabled and live in a place not meant for human habitation, a safe haven, or an emergency shelter; AND who have been homeless and living in one of these places continuously for at least 12 months, OR who on at least 4 separate occasions have been living in these places during the last 3 years for at least 7 consecutive nights each time. Tenant Selection Criteria Upon entry to the campus, residents will undergo a thorough intake process to gather essential information, identify needs, and determine eligibility for services. Age 18 or over, male, chronic/homeless, resident of San Bernardino County, cognitively alert and oriented to name, place, date, and situation. Case managers will use standardized assessment tools, such as the Vulnerability Index-Service Prioritization Decision Assistance Tool (VI-SPDAT), to evaluate residents' vulnerabilities and support needs, enabling the development of individualized service plans tailored to their unique circumstances. Tenant Selection Criteria draw from the formal standardized process of the Coordinated Entry System (CES) using the County of San Bernardino Homeless Data Integration System (HDIS). Housing First and Harm Reduction principles are followed to ensure individuals are not disqualified because of substance use disorders or other personal struggles. Placement is not contingent on sobriety, minimum income requirements, lack of a criminal record, completion of treatment, participation in services, or any other unnecessary condition not imposed by the terms of funding. Tenant Selection Prioritization The CES is intended to facilitate access to the most appropriate housing Intervention for each household's immediate and long-term housing needs and ensure that scarce permanent housing resources are targeted to those who are most vulnerable and/or have been homeless the longest. An initial Pre-screening will be conducted by all CES Partners (the Subrecipient is an authorized CES partner), and then an intake and assessment will be completed by first entering persons who are homeless into HMIS which will include administering the VI-SPDAT. Subrecipient must complete and sign intake documents to be considered for occupancy. Applicants will be considered conditionally eligible for housing based solely on statements given on the intake form and any third-party verification forms. Background checks (i.e. criminal, credit, or tenant history) shall not be used to screen applicants for housing eligibility or readiness. Each resident will be assigned a dedicated case manager, who will provide ongoing support and guidance in accessing services and achieving personal goals. Case managers will employ a strengths-based approach, focusing on residents' capabilities and resources to foster self-sufficiency and empowerment. Housing Assistance Supportive Services will include housing search and placement assistance, landlord mediation, and eviction prevention strategies to help residents secure and maintain stable housing. For those in need of additional support, case managers will provide ongoing rental assistance and housing stabilization services, helping residents to navigate the challenges of independent living. Regular case conferencing and supervision will ensure Packet Page. 87 that case managers remain responsive to residents' evolving needs and that service delivery is consistent and coordinated. Referrals The Subrecipient will utilize United Way, the designated management entity for Coordinated Entry Services (CES) in San Bernardino. Upon entry to the campus, residents will undergo a thorough intake process to gather essential information, identify needs, and determine eligibility for services. Case managers will use standardized assessment tools, such as the VI-SPDAT, to evaluate residents' vulnerabilities and support needs, enabling the development of individualized service plans tailored to their unique circumstances. Substance Use Policy The Subrecipient employs a harm reduction model that offers a non-judgmental approach that attempts to meet tenants "where they are at" with their substance use. However, tenants may be asked to leave for substance use that is disruptive to site services, tenants, or staff. Services to support recovery will be offered with opportunities for the tenant to minimize the harms associated with substance use but may be mandated for those who have a substance use problem and wish to stay. While drugs and alcohol are not allowed on the campus, the Project will house many tenants who are actively using these substances. Staffing The Subrecipient will maintain staffing, including security, 24/7 on the property. All shifts will have two staff on duty. Maintaining the safety and security of clients and staff is paramount at the Community Wellness Campus. Shifts will rotate out at regular intervals, and updates will be provided to incoming staff, so they are aware of any emerging issues for/among the tenants. All staff will treat tenants with kindness, and client issues will be managed with confidentiality and respect. The Program Manager will, under the leadership of the Area Director and Senior Director, be responsible for the day-to-day implementation of the program. The Program Manager will develop, implement, and provide supervision for the Project’s programs. The Program Manager will work with the Director to establish program budgets and ensure that the programs operate within the established budget. Eviction Protection Support services stall will assist tenants in abiding by housing rules and Project policies. This may include helping a tenant understand the appropriate way to communicate concerns, and write requests, responses, or complaints to the Project Director. Tenants will also be encouraged to attend housing meetings to voice their concerns and ideas and will be provided with Project updates. Required Services Case Management Peer Support Activities Substance Use Services Behavioral Health Services Support Services will be offered primarily on-site, with drop-in appointments, individual case management, workshops, and community-building activities. Programs are delivered by program staff, partner agencies, and volunteer groups. The Subrecipient staff will assist tenants with linkage (including transportation assistance) to various resources, services, and providers that are not available on-site. Tenants will be provided with assistance in identifying, applying for, and establishing appointments with available services such as food programs, medical clinics, in-home support, and transportation services. Packet Page. 88 Encourage Services Care Coordinators/Case Managers will assess tenants’ skills and goals at intake and encourage all tenants to participate in educational and employment services. Packet Page. 89 SUPPORTIVE SERVICE BUDGET Total Salaries and Value of Free Rent Units $1,275,000 6711 Payroll Taxes $88,090 6722 Workers Compensation $70,802 6723 Employee Benefits $202,784 Employee(s) Payroll Taxes, Workers Comp. & Benefits $361,676 Total Employee(s) Expenses $1,636,676 $0 Acct. No.Expenses Utilities Expenses: 6400 $0 6450 Electricity $166,950 6451 Water $149,800 6452 Gas $94,500 6453 Sewer $45,500 Other Utilities: (specify)$20,000 6400T Total Utilities Expenses $476,750 Operating and Maintenance Expenses: 6500 $0 6510 Payroll -- from above $85,680 6515 Supplies $72,000 6520 Contracts $168,000 6546 Heating/Cooling Repairs and Maintenance $96,000 6590 Miscellaneous Operating and Maintenance Expenses $120,000 6500T Total Operating & Maintenance Expenses $541,680 Taxes and Insurance: 6700 $0 6711 Payroll Taxes (Project's Share) -- from above $88,090 6720 Property and Liability Insurance (Hazard)$24,000 6700T Total Taxes and Insurance $385,676 6900 Supportive Services Costs: $0 Security $374,400 Mental Health Specialist (2)$348,400 Life Skills Training $107,898 6990 Tenant Transportation (per SSP)$16,008 6990 Staff training (per SSP)$100,000 6990 Other Supportive Services Costs: Indirect Costs 8.4%$349,230 Packet Page. 90 6990 Other Supportive Services Costs: Meals $1,111,038 6900T Total Supportive Services Costs $1,576,276 $0 Total Operating Expenses $5,000,000 Packet Page. 91 EXHIBIT B REIMBURSEMENT PROCEDURES 1. BILLING. By the 15th of each month, Subrecipient will submit a Reimbursement Request to City, along with a performance report and supporting documentation that are required by the Agreement. Subrecipient will submit the Reimbursement Request to City at the following address: City of San Bernardino Community and Economic Development Department 290 North D Street San Bernardino, CA 92401 Each Reimbursement Request shall include documentation to verify that the expenditure of funds is consistent with the Agreement. Payroll records, receipts and paid invoices including an itemized statement of all costs are samples of appropriate methods of reimbursement documentation. Prior to approving a Reimbursement Request, the City will verify that the Subrecipient has met all applicable ARPA Requirements. The City shall not provide any payments or reimbursements in advance of actual expenditures by the Subrecipient nor for any expenditures unrelated to the Services. If a Reimbursement Request is rejected, or revisions are requested, Subrecipient will work with City to submit the required revisions. Subrecipient shall not claim reimbursement or payment from City for, or apply sums received from City with respect to that portion of its obligations that have been paid by another source of revenue. 2. TIME OF PAYMENT. City will make payment to Subrecipient in accordance with City’s regular billing cycle after receipt of Subrecipient’s Reimbursement Request and City’s approval of the request. Packet Page. 92 2 3 7 1 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager Gabriel Elliott, Director of Community Development and Housing Department:Community Development & Housing Subject:Award Professional Services Agreement to Environmental Kleanup, Inc. for Nuisance Abatement Services (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of a Professional Service Agreement with Environmental Kleanup for Nuisance Abatement Services, in a total amount not to exceed $655,981.50. 2. Authorize the Director of Finance and Management Services to issue an annual Purchase Order to Environmental Kleanup Services, Inc. in total amount not to exceed $655,981.50. Executive Summary The Professional Services Agreement (PSA) with Environmental Kleanup Services, Inc. is for abating public nuisances and public health hazards citywide. This will allow the Nuisance Abatement Program to address abandoned or burned buildings, accumulation of debris and overall blight throughout the City. The term of the agreement is for three years with two one-year options. A purchase order in the amount of $655,981.50 is requested for the purchase order. Funding for the abatement services is included in the FY 24/25 Budget and funds will be recouped as the property owners are billed for services. Background On December 16, 2020, Mayor and the City Council of the City of San Bernardino, California, authorized the City Manager to establish a Nuisance Abatement Program and amend the FY 2020/21 operating budget to allocate $1 million in one-time funding Packet Page. 93 2 3 7 1 to be set aside to support the program, with $750,000 budgeted for abatement services and $250,000 budgeted for outside legal services. On August 16, 2023, the City Council of the City of San Bernardino, California, adopted Resolution No. 2023-135 approving the appropriation in the amount of $500,000 in American Rescue Plan Act (ARPA) funds related to various nuisance and property abatement costs and assistance to displaced individuals. The objective of the program is to proactively preserve and enhance the quality of life in our community. Some of the focus areas include, but are not limited to: •Public nuisances that negatively impact neighborhoods, such as problem properties with ongoing crime, including but not limited to drug activity, alcohol use, prostitution, and graffiti. •Abandoned and vacant buildings/structures that create a nuisance leading to an increase in criminal activity, deterioration, and instability in neighborhoods. •General blight, including excess outside storage, accumulation of debris, and inoperable vehicles. •Housing violations like substandard dwellings and unsafe living conditions. •Building violations, including unsafe and dangerous structures, unpermitted construction, and perennial remodels. •Zoning violations, such as unpermitted uses and illegal dwelling units. •Fire Hazards As part of the Program, Code Enforcement Officers would work in close coordination with the Police Department, Fire Department, and City Attorney’s Office. The general makeup of the program includes: 1. Outside Services - Abatement services that include board up and securing of buildings and properties, demolition of hazardous buildings, and the hauling and disposing of materials. 2. Staffing - Additional Code Enforcement Officers and support personnel. 3. Legal Services - Guidance on the abatement process (including when summary abatement is possible) and assistance with seeking abatement warrants from the courts. The City Attorney’s Office has already provided the Code Enforcement Division with extensive guidance on the demolition process and, in late 2019, the City Council adopted amendments to Chapter 8.30 of the Municipal Code to streamline that process and to assist with summary abatement of nuisances (Ordinance No. MC-1521). At the direction of the Mayor and City Council, the allocated funds for the program are to be carried over each fiscal year until the funds are completely expended. To date, a total of $588,521.00 has been expended on professional nuisance abatement services Packet Page. 94 2 3 7 1 between the Nuisance Abatement Program and ARPA funds. Fund Program Expended to date 001 Nuisance Abatement Services Program $188,497.50 008 ARPA Emergency Building Health & Safety Abatement $400,023.50 Total $588,521.00 Discussion Annually, the Code Enforcement Division aggressively responds to over 4,000 Code Enforcement requests that include board-ups and nuisance abatements of numerous properties, both residential and commercial. Therefore, to maintain the City's ability to effectively abate nuisances, the Community Development and Housing Department is requesting approval to award one vendor, Environmental Kleanup, Inc. with a multi-year contract in the amount not to exceed $655,981.50 that will remain in effect until the appropriated funds dedicated to nuisance abatement services are fully expended. In addition to the Nuisance Abatement Program funds, the City is utilizing ARPA funds that Mayor and City Council adopted through Resolution No. 2023-135, in the amount of $500,000. To date, the City has expended $400,023.50 of the allocated ARPA Funds, with $99,976.50 remaining. ARPA funds for the Emergency Nuisance and Building Health and Safety Abatement Costs will be expended first in order to fulfill the June 2025 projected timeline to complete the ARPA expenditures. Nuisance Abatement Services fund will be expended once the allocated ARPA funds are fully expended. On May 21, 2024, Request for Proposal F-24-1005 (RFP F-24-1005) was published seeking bids to ensure compliance with the City's regulation for on-call board-up and abatement services. Two contractors responded to bid F-24-1005: Environmental Kleanup Services, Inc., and Eagle Eye Demolition, Inc. The bid packet, scope of work, and responses are attached hereto as Attachments 2 and Attachment 3 respectively. Environmental Kleanup Services, Inc. and Eagle Eye Demolition, Inc. were the only responsive and responsible bidders. After evaluations of overall bid specifications, Environmental Kleanup Services, Inc. demonstrated high ratings in the following categories: •Quality of work performed •Quantity of services provided •Clarity and conformance to the RFP •Fee Proposal •Experience and performance •Delivery of services •Certifications and licenses •Lowest responsive bidder Packet Page. 95 2 3 7 1 If awarded by the Mayor and City Council, nuisance abatement services citywide are anticipated to begin December 2024. Community Development anticipates the remaining funding to be fully exhausted by June 2029. Once the abatements are completed, the owner of the property will be invoiced for the total cost of the abatement. In the event that payment is not received, a lien will be recorded against the property to cover the cost of the cleanup, staff time, and related administrative expenses incurred by the City. In the future, when the property is sold, the abatement costs will be recovered by the City. 2021-2025 Strategic Targets and Goals The nuisance abatement services contract aligns with Key Target No. 3: Improved Quality of Life. Specifically, 3d: Improve the City’s appearance, cleanliness, and attractiveness. Nuisance abatement services utilize City programs to reduce crime and ensure that neighborhoods and business areas are clean and safe. Fiscal Impact There is no fiscal impact associated with this action. Funding for this agreement is appropriated in the FY 2024/25 Budget. Costs associated with nuisance abatement cleanups is billed to the property owner. The program is designed to provide a revolving source of revenue that will off-set the cost of providing services going forward. Funding sources for the PSA with Environmental Kleanup Services, Inc. for Nuisance Abatement Services are form the following funds: FUND PROGRAM AMOUNT 001 Nuisance Abatement Services Program $556,005.00 008 ARPA Emergency Building Health & Safety Abatement $99,976.05 Total $655,981.05 Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of a Professional Service Agreement with Environmental Kleanup Services, Inc. for Nuisance Abatement Services, in a total amount not to exceed $655,981.50. 2. Authorize the Acting Finance Director to issue an annual Purchase Order to Environmental Kleanup Services, Inc. in total amount not to exceed $655,981.50. Attachments Attachment 1 Environmental Kleanup PSA – Nuisance Abatement Attachment 2 Environmental Kleanup Scope of Services RFP F-24-1005 Packet Page. 96 2 3 7 1 Attachment 3 Eagle Eye Nuisance Abatement RFP 2024-cost file Attachment 4 RFP F-24-1005 Nuisance Abatement PB Ward: All Wards Synopsis of Previous Council Actions: December 16, 2020, Mayor and the City Council of the City of San Bernardino, California, direct the City Manager to establish a Nuisance Abatement Program and amend the FY 2020/21 operating budget to allocate $1 million in one-time funding to be set aside to support the program. Packet Page. 97 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ENVIRONMENTAL KLEANUP SERVICES, INC. d/b/a GANNCO DEMOLITION This Agreement is made and entered into as of November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Environmental Kleanup Services, INC., a California based Corporation d/b/a GANNCO Demolition with its principal place of business at 231 E. Alessandro Blvd., Suite A465, CA 92508 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A.City is a public agency of the State of California and is in need of professional services for the following project: On-call Asbestos remediation, demolition, abatement, renovation, and cleanup of damaged site(s) including structure and lot area. Property is to be left clean of existing debris, per final inspection per owner's agent and/or building and safety (hereinafter referred to as "the Project"). B.Consultant is duly licensed and has the necessary qualifications to provide such services. C.The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1.Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2.Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4.Compensation. Packet Page. 98 2 a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $655,981.50. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement , unless agreed to by City and Consultant in writing. 6.Term. This Agreement shall commence on the Effective Date and continue through June 30, 2027, with two (2), one-year (1) options to extend, unless the Agreement is previously terminated as provided for herein (“Term”). 7.Maintenance of Records; Audits. a.Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b.Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8.Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9.Delays in Performance. Packet Page. 99 3 a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, gi ve written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 100 4 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained h erein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be Packet Page. 101 5 at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. Packet Page. 102 6 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. g. Minimum Policy Limits Required Packet Page. 103 7 (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. h. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualifie d representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver Packet Page. 104 8 renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. k. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities Packet Page. 105 9 and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial gene ral liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement . b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Packet Page. 106 10 section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate pe rcentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. T his Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment Packet Page. 107 11 a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed a nd/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, bas ed on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consulta nt shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and co rrect the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become Packet Page. 108 12 the property of the City. 27. Organization. Consultant shall assign Diana Ramirez as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Gabriel Elliott Director of Community Development and Housing Department With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Environmental Kleanup Services, INC. 231 E. Alessandro Blvd. Suite A465 Riverside, CA 92508 Attn: Beverley Gann 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereu nder. Each Party acknowledges that no representations, inducements, promises , or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. Packet Page. 109 13 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent sh all be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or m aking of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Packet Page. 110 14 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non -performance after previous warnings have been issued. (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 111 15 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ENVIRONMENTAL KLEANUP SERVICES, INC. d/b/a GANNCO DEMOLITION IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney CONSULTANT Environmental Kleanup Services, Inc. d/b/a GANNCO Demolition Signature Name Title Packet Page. 112 16 EXHIBIT A Packet Page. 113 Packet Page. 114 Packet Page. 115 Packet Page. 116 VENDOR QUOTE FORM VENDOR NAME: Environmental Kleanup Services Inc, dba GANNCO Environmental Servi ADDRESS: 231 E. Alessandro Blvd, Suite A465, Riverside, CA 92508 PHONE: (951) 685-5314 (951) 520-2617 The undersigned, hereby declare that they have carefully examined the location of the proposed work, familiarized themselves with the local conditions affecting the cost of the work, and have read and examined the terms and conditions for the following Project: YEAR-END FINANCIAL CONSULTING SERVICES The undersigned, hereby propose to furnish all labor, materials, equipment, tools, transportation, and services, and to discharge all duties and obligations necessary and required to perform and complete the Project in strict accordance with the Vendor Price Quote for the ELECTRONICALLY SUBMITTED TOTAL VENDOR QUOTE PRICE. Item No. Description Quantity Unit Lump Sum Cost Amount 1 1 1 $ 2 1 1 3 1 1 4 1 1 5 1 1 6 1 1 7 1 1 8 1 1 9 1 1 10 1 1 TOT AL VENDOR QUOTE $ Total Number of Additional Pages: Should the proposer be requested to perform additional finance related services, please list the proposed positions and hourly rate: Personnel Specify Exact Title of Position assigned Hourly Rate Staff Manager (or similar) $ Staff Associate (or similar) $ Page 18 of 41 Beverley j Gann CEO 120.00 Aureliano Lopez 80.00 Line item listed attached in this proposal Based on Line Item Cost per City Request Packet Page. 117 I hereby declare under penalty of perjury that the foregoing is true and correct. ____________ _ Submitted By:. ________________ Title: (Authorized Representative Signature) Print Name: BEVERLEY J GANN Page 19 of 41 CEO Packet Page. 118 Packet Page. 119 Packet Page. 120 Packet Page. 121 Packet Page. 122 Packet Page. 123 Packet Page. 124 Packet Page. 125 Packet Page. 126 Packet Page. 127 Packet Page. 128 Packet Page. 129 Packet Page. 130 Packet Page. 131 Packet Page. 132 Packet Page. 133 Packet Page. 134 Packet Page. 135 Packet Page. 136 Packet Page. 137 Packet Page. 138 Packet Page. 139 Packet Page. 140 Packet Page. 141 Packet Page. 142 Packet Page. 143 Packet Page. 144 Packet Page. 145 Packet Page. 146 Packet Page. 147 City of San Bernardino Nuisance Abatement RFP F-24-1005 Cost File 1. Notify SCAQMD, Underground Alert, (required agencies) $1,000.00 2. Obtain required permits from City/County $1,500.00 3. Obtain requirement for water usage. $1,500.00 4. Erosion control plan per City requirements (approved plan) $1,000.00 5. Mobilization of equipment onto site $1,000.00 6. Demolish public nuisance structures, entire parcel. $8/sq ft 7. Removal of footings/ foundations (concrete/brick) pre-existing buildings $5/sq ft 8. Removal and dispose of hardscape $5/sq ft 9. Removal and disposal of large trees/ bushes $8/ sq ft 10. Removal and disposal of oversized/ hard to handle materials $8/ sq ft 11. Removal of all trash, boxes, debris, signs $5/sq ft 12. Removal and clean-up of trash- entire building site for disposal and trans $5/sq ft 13. Cap sewer at property lines $1,000.00 14. Final inspection permits $1,000.00 ADDITIONAL SERVICES (prices to be determined upon inspection) • Basement and oversized footing removal and disposal • Underground tanks removal and disposal (septic tanks, etc.) • Pool pumping • Inground concrete pool removal and disposal or break and fill in • Waste tire transport and disposal • White goods (appliances) removal and disposal • Weed abatement • Security fencing installation • Fill pits or open excavations ADDITIONAL WORK RATE--PREVAILING WAGE a Construction Inspector Basic- $65.12/hr Total- $96.03/hr Equipment operator Basic- $57.79/ hr Total- $88.58/hr Laborer Basic- $39.28/hr Total- $65.14/hr Packet Page. 148 Page 1 of 41 REQUEST FOR PROPOSALS FOR CITY OF SAN BERNARDINO FOR RFP F-24-1005 NUISANCE ABATEMENT CITY OF SAN BERNARDINO 290 North D Street San Bernardino, California 92401 Telephone: (909) 384-7272 https://www.sbcity.org Packet Page. 149 Page 2 of 41 TABLE OF CONTENTS I. BACKGROUND AND INTRODUCTION ............................................................ 4 II. REQUEST FOR PROPOSALS ........................................................................... 4 A. Scope of Services ..................................................................................... 4 B. City Contact for this RFP ........................................................................... 5 C. Request for Clarification ........................................................................... 5 D. Pre-Proposal Meeting ............................................................................... 5 E. Content and Format of Proposal ................................................................ 5 F. No Deviations from the RFP ...................................................................... 9 G. Selection Process .................................................................................... 9 H. Protests ................................................................................................. 10 I. Proposal Schedule ................................................................................. 10 J. Submittal Requirements ......................................................................... 11 K. General Conditions ................................................................................ 12 EXHIBIT A .................................................................................................... 15 PROPOSAL CHECKLIST ............................................................................... 16 VENDOR QUOTE FORM ............................................................................... 17 EXHIBIT B .................................................................................................... 19 EXHIBIT C ................................................................................................... 36 Packet Page. 150 Page 3 of 41 CITY OF SAN BERNARDINO NOTICE INVITING PROPOSALS, RFP NO. 24-1005 NUISANCE ABATEMENT PUBLIC NOTICE IS HEREBY GIVEN that proposals will be received by the City of San Bernardino (“City”) electronically through the City’s online bid management provider (“Planetbids”) until 3:00 p.m., on June 13, 2024. Proposals may NOT be submitted by fax, email, telephone, mail, hand delivery, or other means; any Proposals received through any means other than Planetbids will be returned to the Vendor unopened. The City is requesting proposals to provide: NUISANCE ABATEMENT The award of this contract is subject to available budget adequate to carry out the provisions of the proposed agreement including the identified scope of work. The City reserves the right to reject any or all proposals determined not to be in the best interest of the City. Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Community and Economic Development upon request. The successful bidder shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s web site, https://www.sbcity.org. All addenda will be published on the City’s website. For more information regarding the RFP, please contact: City of San Bernardino, Purchasing Division purchasing@sbcity.org Packet Page. 151 Page 4 of 41 CITY OF SAN BERNARDINO REQUEST FOR PROPOSALS NUISANCE ABATEMENT I. BACKGROUND AND INTRODUCTION The City of San Bernardino (“City”) is requesting proposals from qualified firms (“Proposers”) for COMMUNITY AND ECONOMIC DEVELOPMENT services (“Services”). To serve and promote the welfare of its residents, the City intends to procure the Services, as described below. II. REQUEST FOR PROPOSALS A. Scope of Services The Services sought under this Request for Proposals (“RFP”) are set forth in more detail in Exhibit “A”, attached hereto and incorporated herein by this reference. Notwithstanding the inclusion of such Services in Exhibit “A”, the final scope of Services negotiated between City and the successful Proposer shall be set forth in the Professional Services Agreement (“Agreement”) executed by and between City and the successful Proposer. A copy of the Agreement is attached hereto as Exhibit “B” and incorporated herein by this reference. 1. Public Works Prevailing Wage and Contractor Registration (if applicable) Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s COMMUNITY AND ECONOMIC DEVELOPMENT upon request. The successful bidder shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the Project. The contract awarded pursuant to this proposal may also Packet Page. 152 Page 5 of 41 be subject to compliance monitoring and enforcement by the Department of Industrial Relations. B. City Contact for this RFP The principal contact for the City regarding this RFP will be Michelle Parra, Buyer for the Purchasing Division, purchasing@sbcity.org or a designated representative, who will coordinate the assistance to be provided by the City to the Proposer. C. Requests for Clarification All questions, requests for interpretations or clarifications, either administrative or technical must be requested through the Q&A feature on PlanetBids. All written questions, if answered, will be issued to all prospective proposers via e- mail notification from Planetbids. Oral statements regarding this RFP by any person should be considered unverified information unless confirmed in writing via an addendum. To ensure a response, questions must be submitted to Planetbids by 3:00 pm local time on May 28, 2024, identified in the Proposal Schedule. Each Proposer is responsible for ensuring that it has received all addenda, clarifications, supplemental information and responses to questions prior to submitting a proposal. D. Pre-Proposal Meeting – [***N/A***] Each Proposer is requested to attend a [***N/A***] pre-proposal meeting to be held on Date/Time at [***N/A***].Failure to attend this meeting [***INSERT “will” or “will not”***] preclude a Proposer from submitting a proposal. Attendance at the pre-proposal meeting will ensure the Proposer understands the full scope of the services requested. Proposer shall set an appointment and sign a waiver of liability prior to visiting the site. E. Content and Format of Proposal Proposals shall be concise, well organized and demonstrate qualifications and applicable experience. Proposals shall include one (1) electronic proposal submitted to Planetbids. Proposals shall be organized, tabbed, and numbered in the order presented below. Proposals must include page numbers for all pages in the proposal. Proposals shall be in the following order and shall include: 1. Executive Summary: Summarize the content of your proposal in a clear and concise manner. 2. Table of Contents 3. Identification of Proposer a. Legal name and address of the company. b. Legal form of company (partnership, corporation). Packet Page. 153 Page 6 of 41 c. If company is a wholly owned subsidiary of a “parent company,” identify the “parent company.” d. Name, title, address and telephone number of the proposed representative to contact concerning the Proposal Submittal. e. California Business License Number 4. Staffing Resources a. Firm Staffing and Key Personnel (i) Provide the number of staff to be assigned to perform the Services and the names/discipline/job title of each as well as your firm’s capacity to provide additional personnel as needed. (ii) Identify three (3) persons that shall be principally responsible for working with the City. Indicate the role and responsibility of each individual. If the Proposer is chosen as a finalist, these principal individuals must attend the interview and in-person presentation. (iii) Describe proposed team organization, including identification and responsibilities of key personnel. Please include one-page resumes. (iv) Provide brief biographies of individuals that shall be working directly with the City. b. Subcontractors (i) The Proposer shall identify functions that are likely to be subcontracted and identify the subcontractor(s) that is anticipated to perform each function, if known at this time. 5. Fiscal Stability: a. The Proposer should provide evidence of corporate stability including: (i) A current report from any commercial credit rating service such as Dunn and Bradstreet or Experian; or (ii) A letter from a financial institution stating a current line of credit; and (iii) Latest audited financial statement and/or annual report that has been certified by a CPA. This information will remain confidential and is not subject to public disclosure. 6. Experience and Technical Competence: a. Experience (i) The Proposer shall provide a description of how the Proposer’s experience; technical and professional skills will meet the goals and fulfill the general functions identified in this RFP. Packet Page. 154 Page 7 of 41 (ii) Describe the past experience of the staff to be assigned to perform the Services in performing similar services. (iii) The Proposer shall state the number of years the firm has conducted business. Proposer must have at least four (4) years’ experience in providing the required scope of Services for public clients. (iv) Provide three (3) references regarding the Proposer’s experience and performance performing similar services. Include the following information: (1) Organization/City, contact name, phone number, e-mail address; and (2) project size and description, if applicable, and description of services. (v) Describe the Proposer’s local experience and knowledge of City. b. Project Specific Experience (i) The Proposer shall provide a description of the three most relevant service contracts held within the last five years, one page per project, to include: (a) Role of the firm (b) Dollar value of the services (c) Dollar value of the fee (d) Description of services (e) Staffing (f) Duration of providing services (g) Relationship to client (h) Contact name, position, entity name, telephone number, fax number and e-mail address for each project. (ii) If any of the following has occurred, please describe in detail: (a) Failure to enter into a contract or professional services agreement once selected. (b) Withdrawal of a proposal as a result of an error. (c) Termination or failure to complete a contract. (d) Debarment by any municipal, county, state, federal or local agency. (e) Involvement in litigation, arbitration or mediation. Conviction of the firm or its principals for violating a state or federal antitrust law by bid or proposal rigging, collusion, or restrictive competition between bidders or proposers, or conviction of violating any other federal or state law related to bidding or professional services performance. Knowing concealment of any deficiency in the performance of a prior contract. Packet Page. 155 Page 8 of 41 (f) Falsification of information or submission of deceptive or fraudulent statements in connection with a contract. (g) Willful disregard for applicable rules, laws or regulations. Information regarding any of the above may, at the sole discretion of the City, be deemed to indicate an unsatisfactory record of performance. c. Technical Competence (i) Description of in-house resources (i.e., computer capabilities, software applications, modem protocol, modeling programs, etc.) (ii) Ability to draw upon multi-disciplinary staff to address the Services requested in this RFP. 7. Proposed Method to Accomplish the Work: Describe the technical and management approach to providing the Services to the City. Proposer should take into account the scope of the Services, goals of the City, and general functions required. Include a draft first year schedule of tasks, milestones, and deliverables that will provide for timely provision of the Services. In reviewing the scope of Services and goals described in Exhibit “A”, the Proposer may identify additional necessary tasks and is invited to bring these to the City’s attention within the discussion of its proposed method to accomplish the work. 8. Fee Proposal: Please provide a fee proposal for the scope of Services. The fee proposal shall include hourly rates for all personnel for “Additional Work” (as such term is defined in the proposed Agreement attached hereto as Exhibit “B”). 9. Insurance: See the Agreement, attached hereto as Exhibit “B”, for a description of the insurance requirements. 10. Litigation: Provide litigation history for any claims filed by your firm or against your firm related to the provision of Services in the last five (5) years. 11. Other Information: This section shall contain all other pertinent information regarding the following: a. Demonstration of record of staffing tasks efficiently and completing projects on time and within the allocated budget. b. Description of community involvement. c. Description of any previous involvement with the City. d. A statement that the Proposer has not conflicts of interest in connection with providing the Services. 12. Certification of Proposal: This section shall state: Packet Page. 156 Page 9 of 41 “The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.” 13. Appendices F. No Deviations from the RFP In submitting a proposal in response to this RFP, Proposer is certifying that it takes no exceptions to this RFP including, but not limited to, the Agreement. If any exceptions are taken, such exceptions must be clearly noted in the proposal and may be reason for rejection of the proposal. As such, Proposer is directed to carefully review the proposed Agreement and, in particular, the insurance and indemnification provisions therein. G. Selection Process 1. The City will evaluate proposals based on the following criteria: a. The Proposer is properly licensed to practice in the State of California. b. The Proposer has no conflict of interest with regard to any other work performed by the firm for the City. c. Clarity and conformance of proposal to the RFP. d. Content of the proposal. e. Proposer’s experience and performance. f. Team members’ experience and performance. g. Fee proposal. h. Comments by references. 2. During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions. 3. It is the City’s intent to select a Proposer best evidencing demonstrated competence and professional qualification to perform the Services. The City reserves the right to reject all proposals, select by proposal review only or interview as needed. Certain Proposers may be selected to make a brief presentation and oral interview after which a final selection will be made. The successful Proposer will be selected on the basis of information provided in the RFP, in-person presentations (if necessary), and the results of the City’s research and investigation. Upon selection of a Proposer, the City will endeavor to negotiate a mutually agreeable Agreement with the selected Proposer. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Proposer selected by the City. The City reserves the right to contract for services in the manner that most benefits the City including awarding more than one contract if desired. 4. After negotiating a proposed Agreement that is fair and reasonable, City staff will make the final recommendation to the City Council concerning the proposed Agreement. Packet Page. 157 Page 10 of 41 The City Council has the final authority to approve or reject the Agreement. [***IF APPROVAL IS NOT BY CITY COUNCIL BUT SOMEONE ELSE, THIS CAN BE UPDATED***] H. Protests 1. Protest Contents: Protests based on the content of the RFP shall be submitted to the City no later than ten (10) calendar days prior to the scheduled proposal submittal deadline. If necessary, the proposal submittal deadline may be extended pending a resolution of the protest. Proposer may protest a contract award if the Proposer believes that the award was inconsistent with City policy or this RFP is not in compliance with law. A protest must be filed in writing with the City (email is not acceptable) within five (5) business days after receipt of notification of the contract award. Any protest submitted after 5 p.m. of the fifth business day after notification of the contract award will be rejected by the City as invalid and the Proposer’s failure to timely file a protest shall waive the Proposer’s right to protest the contract award. The Proposer’s protest must include supporting documentation, legal authorities in support of the grounds for the protest and the name, address and telephone number of the person representing the Proposer for purposes of the protest. Any matters not set forth in the protest shall be deemed waived. 2. City Review: The City will review and evaluate the basis of the protest, provided that the protest is filed in strict conformity with the foregoing. The City shall provide the Proposer submitting the protest with a written statement concurring with or denying the protest. Action by the City relative to the protest will be final and not subject to appeal or reconsideration. The procedure and time limits set forth in this section are mandatory and are the Proposer’s sole and exclusive remedy in the event of protest. Failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings. I. Proposal Schedule The tentative schedule is as follows: ACTION DATE Release of Request for Proposal May 21, 2024 Pre-Proposal Meeting Location: [***N/A***] Please confirm on or before [***N/A***] to the purchasing@sbcity.org email. The Microsoft Teams link or location (if in person) will be sent to you by end of day [***N/A***]. __N/A___ Last Day to Submit Questions for Clarification received by the City on or before 3:00 p.m. May 28, 2024 Packet Page. 158 Page 11 of 41 ACTION DATE Clarifications Issued by City by end of day June 3, 2024 Deadline for Receipt of Proposals submitted on or before 3:00 PM June 13, 2024 Notification of Finalist(s) June 2024 Interview of Finalist(s) June 2024 Notification of Intent to Award July 2024 Authorization to Negotiate Contract August 2024 The above scheduled dates are tentative, and City retains the sole discretion to adjust the above schedule. Nothing set forth herein shall be deemed to bind City to award a contract for the above-described professional Services and City retains the sole discretion to cancel or modify any part of or all of this RFP at any time. J. Submittal Requirements 1. General: It is strongly recommended that the Proposer submit proposals in the format identified in this RFP to allow the City to fully evaluate and compare the proposal. All requirements and questions in the RFP should be addressed and all requested data shall be supplied. The City reserves the right to request additional information which, in the City’s opinion, is necessary to assure that the Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the Agreement. 2. Preparation: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Responses should emphasize the Proposer’s demonstrated capability to perform the Services. Expensive bindings and promotional materials, etc., are not necessary or desired. However, technical literature that supports the approach to providing the Services and work plan should be forwarded as part of the proposal. Emphasis should be concentrated on completeness, approach to the work and clarity of proposal. 3. Site Examination: Proposers may visit the City and its physical facilities to determine the local conditions which may in any way affect the performance of the work; familiarize themselves with all federal, state and local laws, ordinances, rules, regulations, and codes affecting the performance of the work; make such investigations, as it may deem necessary for performance of the Services at its proposal price within the terms of the Agreement; and correlate its observations, investigations, and determinations with the requirements of the Agreement. Proposer shall set an appointment and sign a waiver of liability prior to visiting the site. Packet Page. 159 Page 12 of 41 4. Authorization: The proposal shall be signed by an individual, partner, officer or officers authorized to execute legal documents on behalf of the Proposer. 5. Confidentiality of Proposal: Pursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposals submitted in response to this RFP shall be held confidential by City and shall not be subject to disclosure under the California Public Records Act (Cal. Government Code section 6250 et seq.) until after either City and the successful Proposer have completed negotiations and entered into an Agreement or City has rejected all proposals. All correspondence with the City including responses to this RFP shall become the exclusive property of the City and shall become public records under the California Public Records Act. Furthermore, the City shall have no liability to the Proposer or other party as a result of any public disclosure of any proposal or the Agreement. If a Proposer desires to exclude a portion of its proposal from disclosure under the California Public Records Act, the Proposer must mark it as such and state the specific provision in the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption. For example, if a Proposer submits trade secret information, the Proposer must plainly mark the information as “Trade Secret” and refer to the appropriate section of the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a Proposer submits is a trade secret. If a request is made for information marked “Confidential”, “Trade Secret” or “Proprietary” (“Proprietary Information”), the City will provide Proposers who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction. Proposer shall have five (5) working days after receipt of such notice to give City written notice of Proposer's objection to the City's release of Proprietary Information. Proposer shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. Proposals which indiscriminately identify all or most of the proposal as exempt from disclosure without justification may be deemed unresponsive and disqualified from further participation in this procurement. 6. Submittal Instructions: Electronic PDF file format via Planetbids. Please allow time for system to process your proposal. The proposal must be received BEFORE 3:00pm local time, on or before June 13, 2024. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connections, or incomplete transmissions. K. General Conditions 1. Federal Requirements: If the Services are funded through a federal funding source, the successful Proposer and its subcontractors shall be required to take Packet Page. 160 Page 13 of 41 cognizance of and comply with all requirements set forth in the Federal Requirements, attached hereto as Exhibit “C”, and incorporated herein by this reference. 2. Amendments to RFP: The City reserves the right to amend the RFP and issue to all Proposers an addendum. 3. Amendments to Proposals: Unless specifically requested by the City, no amendment, addendum or modification shall be accepted after a proposal has been submitted to City. If a change to a proposal that has been submitted is desired, the submitted proposal must be withdrawn and the replacement proposal submitted prior to the deadline stated herein for receiving proposals. 4. Non-Responsive Proposals: A proposal may be considered non- responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal. 5. Costs for Preparing: The City shall not compensate any Proposer for the cost of preparing any proposal, and all materials submitted with a proposal shall become the property of the City. The City will retain all proposals submitted and may use any idea in a proposal regardless of whether that proposal is selected. 6. Cancellation of RFP: City reserves the right to cancel this RFP at any time prior to contract award without obligation in any manner for proposal preparation, interview, fee negotiation or other marketing costs associated with this RFP. 7. Price Validity: Prices provided by Proposers in response to this RFP are valid for 120 days from the proposal due date. The City intends to award the contract within this time but may request an extension from the Proposers to hold pricing, until negotiations are complete, and the contract is awarded. 8. No Commitment to Award: Issuance of this RFP and receipt of proposals does not commit the City to award a contract. City expressly reserves the right to postpone the proposal for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP. 9. Right to Negotiate and/or Reject Proposals: City reserves the right to negotiate any price or provision, task order or service, accept any part or all of any proposals, waive any irregularities, and to reject any and all, or parts of any and all proposals, whenever, in the sole opinion of City, such action shall serve its best interests and those of the tax-paying public. The Proposers are encouraged to submit their best prices in their proposals, and City intends to negotiate only with the Proposer(s) whose proposal most closely meets City’s requirements at the lowest estimated cost. The Agreement, if any is awarded, shall go to the Proposer whose proposal best meets City’s requirements. 10. Non-Discrimination: The City does not discriminate on the basis of race, color, national origin, religion, age, ancestry, medical condition, disability or gender in consideration for an award of contract. Packet Page. 161 Page 14 of 41 Publication Date of RFP: May 21, 2024 Packet Page. 162 Page 15 of 41 EXHIBIT A PROPOSED SCOPE OF SERVICES/SCHEDULE OF CHARGES Structural Demolitions- removal of structure and foundation. There will be a 2 week notice given to the contractor for a site visit to determine scope of work, followed by a 24 hour notice/warrant given to start work. (must possess or have access to equipment necessary to complete work). The sizes and scope of work varies from project to project, which is why the site visit is necessary to plan for materials and equipment needed. The timeline to complete work varies as well, but generally 14 working days. Hours of service associated with work will be defined within the 24 hour notice/warrant. Proposer shall set an appointment and sign a waiver of liability prior to visiting the site. DEMOLITION/ RENOVATION/ CLEAN-UP: 1. Notify SCAQMD, Underground Alert, (required agencies) 2. Obtain required permits from City/County 3. Obtain requirements for water usage. 4. Erosion control plan per City requirements (approved plan) 5. Demolish complete public nuisance, structure, entire parcel. 6. Removal of footings/ foundations (concrete/brick) associated with pre existing buildings (only) 7. Removal of all trash, boxes, debris, signs 8. Removal and clean-up of trash thru entire building site for disposal and transportation 9. Cap sewer at property lines 10. Final inspection permits QUALIFICATIONS: 1. Mobilization of equipment 2. Equipment necessary to abate subject property. 3. Supervision and labor to complete subject property clean-up @ current prevailing wage rates 4. Transportation, disposal at approved landfill including receipts for Green waste policy plans. 5. Subject property to be left clean and clear of debris. 6. Safety Prevention Program OSHA compliance safety shoes, hard hats, safety glasses, etc. will always be utilized. Packet Page. 163 Page 16 of 41 PROPOSAL CHECKLIST (as detailed in Chapter II. Request for Proposals, Section E. of the RFP) • Technical Proposal ● Executive Summary (E.1) ● Table of Contents (E.2) ● Identification of Proposer (E.3) ● Staffing Resources (e.g., Assigned Personnel experience) (E.4) ● Experience and Technical Competence (E.6) ● Proposed Method to Accomplish the Work (E.7) ● Litigation History (if any) (E.10) ● Other Information (pertinent to proposal) (E.11) ⮚ Completion of other similar projects; ⮚ Community involvement (if any); ⮚ Prior projects, agreements, involvement with the City (if any); ⮚ No Conflict-of-Interest statement. ● Certification of Proposal (E.12) ⮚ “The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.” ● Appendices (E.13) ● Statement of “No Deviations from RFP” (F.) ⮚ If proposer does not take any exceptions or deviations from the terms and conditions indicated in the agreement, then the proposer must indicate this information by making a statement within the proposal documents. • Fiscal Stability (E.5) ● Current report from any Commercial Credit Rating Service (e.g. Dunn & Bradstreet); ● Line of credit; or ● Financial Statement. • Fee Proposal (E.8) • Certificate of Insurance (E.9) • Submittal Instructions: Electronic PDF file format via Planetbids on the date and time stated in the RFP. Please allow time for system to process your proposal. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connection, or incomplete transmissions. Packet Page. 164 Page 17 of 41 Packet Page. 165 Page 18 of 41 VENDOR QUOTE FORM VENDOR NAME: ADDRESS: PHONE: The undersigned, hereby declare that they have carefully examined the location of the proposed work, familiarized themselves with the local conditions affecting the cost of the work, and have read and examined the terms and conditions for the following Project: YEAR-END FINANCIAL CONSULTING SERVICES The undersigned, hereby propose to furnish all labor, materials, equipment, tools, transportation, and services, and to discharge all duties and obligations necessary and required to perform and complete the Project in strict accordance with the Vendor Price Quote for the ELECTRONICALLY SUBMITTED TOTAL VENDOR QUOTE PRICE. Item No. Description Quantity Unit Cost Lump Sum Amount 1 1 1 $____ ____ 2 1 1 3 1 1 4 1 1 5 1 1 6 1 1 7 1 1 8 1 1 9 1 1 10 1 1 TOTAL VENDOR QUOTE $____ ____ Total Number of Additional Pages: Should the proposer be requested to perform additional finance related services, please list the proposed positions and hourly rate: Personnel Specify Exact Title of Position assigned Hourly Rate Staff Manager (or similar) $________ Staff Associate (or similar) $________ Packet Page. 166 Page 19 of 41 I hereby declare under penalty of perjury that the foregoing is true and correct. Submitted By:________________________________________Title: _________________________________ (Authorized Representative Signature) Print Name: __________________________________________ Packet Page. 167 - 20 - CITY OF SAN BERNARDINO NUISANCE ABATEMENT SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the City of San Bernardino, a municipal corporation organized under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401, County of San Bernardino, State of California (“City”) and [***INSERT NAME***], a [***[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]***] with its principal place of business at [***INSERT ADDRESS***] (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain nuisance abatement services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing [***INSERT TYPE OF SERVICES***] services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2.2 Project. City desires to engage Contractor to render such services for the [***INSERT NAME OF PROJECT***] project (“Project”) as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the [***INSERT TYPE OF SERVICES***] nuisance abatement services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from [***INSERT START DATE***] to [***INSERT ENDING DATE***], unless earlier terminated as provided herein. Packet Page. 168 - 21 - [***INSERT THE FOLLOWING SENTENCE FOR MULTI-YEAR, AUTOMATIC RENEWAL NOT TO EXCEED THREE CONSECUTIVE YEARS; OTHERWISE, ALWAYS DELETE: The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than [INSERT NUMBER] additional one-year terms.***] Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 City’s Representative. The City hereby designates [***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates [***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Packet Page. 169 - 22 - 3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU’RE INCLUDING LD’S – DELETE OTHERWISE – DON’T SIMPLY INSERT $0; ALSO DELETE “AND LIQUIDATED DAMAGES” FROM TITLE OF SECTION ***]Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of [***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs Packet Page. 170 - 23 - any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake Packet Page. 171 - 24 - self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Packet Page. 172 - 25 - Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. [***CITY RISK MANAGER TO REVIEW TO DETERMINE WHETHER REQUIREMENTS AND LIMITS ARE ACCEPTABLE***] 3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; (4) Privacy/Network Security (Cyber), in a form and with insurance companies acceptable to City; and (5) Aviation and/or Drone Liability, in a form and with insurance companies acceptable to City. [***DELETE IF AVIATION LIABILITY IS NOT REQUIRED***]The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability:[***INSERT AMOUNT - TYPICALLY $2,000,000 MINIMUM; and $4,000,0000 aggregate. HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:[***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM; HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of [***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM; HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per accident for bodily injury or disease; (4) Cyber Liability: :[***INSERT AMOUNT - TYPICALLY $1,000,000 PER OCCURRENCE/AGGREGATE; HOWEVER, Packet Page. 173 - 26 - AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] for privacy breaches, system breaches, denial/loss of service, and introduction, implantation or spread of malicious software code; (5) Aviation/Drone Liability: [***INSERT AMOUNT - TYPICALLY $1,000,000 PER OCCURRENCE LIMIT; HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] for bodily injury and property damage.[***DELETE IF AVIATION LIABILITY NOT REQUIRED***] Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of San Bernardino, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of San Bernardino, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). Packet Page. 174 - 27 - (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. 3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all Packet Page. 175 - 28 - insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Bonds. [***NOTE (READ AND DELETE THIS BLOCK BEFORE USING MODEL): Some projects of more than $25,000 will require payment bonds by law. See generally Civil Code Section 9550 or speak to the City’s Purchasing Team or City Attorney***] 3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. 3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or Packet Page. 176 - 29 - approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. 3.2.13.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause. 3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. 3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.2.15 Work Site. 3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services. 3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition. Packet Page. 177 - 30 - 3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City. 3.2.17 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed [***INSERT WRITTEN DOLLAR AMOUNT***] ($[***INSERT NUMERICAL DOLLAR AMOUNT***]) without written approval of City’s [***INSERT TITLE***]. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, Packet Page. 178 - 31 - through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums. 3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance Packet Page. 179 - 32 - monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Contractor: [***INSERT NAME, ADDRESS & CONTACT PERSON***] City: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: [***INSERT NAME & DEPARTMENT***] With Copy To: City of San Bernardino Packet Page. 180 - 33 - Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is Packet Page. 181 - 34 - submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further Packet Page. 182 - 35 - agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.18 Electronic Signatures. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 3.5.19 Federal Provisions.[***INCLUDE THIS SECTION ONLY IF APPLICABLE; DELETE OTHERWISE AND DELETE ASSOCIATED EXHIBIT. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT AGENCY COUNSEL IF NECESSARY***]When funding for the Services is provided, in whole or in part, by an agency of the federal government, Contractor shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 183 - 36 - SIGNATURE PAGE FOR NUISANCE ABATEMENT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND [***INSERT NAME***] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. Packet Page. 184 - 37 - CITY OF SAN BERNARDINO APPROVED BY: [***INSERT NAME***], [***INSERT TITLE***] ATTESTED BY: [***INSERT NAME***], City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney [***INSERT NAME OF CONTRACTOR***] [IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREASURER REQUIRED] By: Its: Printed Name: [DELETE THE FOLLOWING SIGNATURE LINE IF NOT REQUIRED] By: Its: Printed Name: ____________________________________ Contractor’s License Number ____________________________________ DIR Registration Number Packet Page. 185 EXHIBIT A Exhibit A Scope of Services [***INSERT SCOPE***] Packet Page. 186 EXHIBIT B Exhibit B Schedule of Services [***INSERT SCHEDULE***] Packet Page. 187 EXHIBIT C Exhibit C Compensation [***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] [***SEE SECTION 3.2.13 ABOVE AND IF APPLICABLE, INSERT PERFORMANCE/PAYMENT BONDS ON THE NEXT PAGE; IF NOT REQUIRED, STATE THAT THEY ARE NOT REQUIRED***] Packet Page. 188 EXHIBIT C [***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION) ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***] Exhibit D Federal Requirements [***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS OF THE FEDERAL FUNDING SOURCE***] Packet Page. 189 2 3 8 9 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Gabriel Elliott, Director of Community Development &Housing Department:Community Development & Housing Subject:Amendment No. 1 to the Motel Voucher Program Professional Services Agreements with Anand Patel (All Wards) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 with Anand Patel (Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC) for the provision of 130 motel rooms and 200 beds and extend the term of the agreements to December 31, 2026. 2. Authorize the City Manager or their designee to take further actions and execute any additional agreements or documents necessary to continue implementing the Emergency Shelter Program. Executive Summary The City of San Bernardino currently operates a Motel Voucher Program, which provides temporary shelter/interim housing to unhoused residents. The amendment extends the program's term through December 31, 2026, and expands the number of available rooms/beds through agreements with Anand Patel's motels (Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC), following the cancellation of the City's contract with Century RSVP LLC. This expansion increases capacity to 130 motel rooms and 200 beds to ensure adequate shelter options and the timely expenditure of grant funding. Due to the lack of available shelter beds in the City, distributing motel vouchers will help keep people off the streets during the development and construction of SB HOPE Campus, the City's permanent navigation center. This amendment will allow the City to continue providing essential services to those in need during this transitional period. Packet Page. 190 2 3 8 9 Background The City of San Bernardino's Motel Voucher Program is a critical initiative designed to provide temporary shelter and supportive services to individuals experiencing homelessness. The program emerged from the City's comprehensive strategy to address the growing homelessness crisis through non-congregate shelter options, while working toward permanent solutions. The development and implementation of the Motel Voucher Program has progressed through several key Council actions: •October 27, 2022: The City hosted a Homeless Workshop that identified the critical need to increase shelter bed capacity for those experiencing homelessness. •December 7, 2022: The Mayor and City Council demonstrated their commitment to addressing homelessness by allocating $12.5 million in American Rescue Plan Act (ARPA) funding for the development and operation of a low-barrier, non- congregate Navigation Center. An additional $4.5 million in ARPA funding was approved to support the navigation center's operation. •February 1, 2023: The City declared a Homelessness State of Emergency in response to the escalating crisis. •May 17, 2023: The Mayor and City Council approved the Homelessness Declaration Implementation Plan, which emphasized the urgent need for emergency and interim shelters due to existing shelters operating at near-full capacity. •July 19, 2023: The City Council amended $9,732,162 in Permanent Local Housing Allocation (PLHA) Funds of which $1,232,740.52 was reallocated to support interim shelter activities. •August 16, 2023: The Mayor and City Council approved a Substantial Amendment to the FY 2020-2021 Annual Action Plan to reallocate $1,145,201 in Community Development Block Grant Coronavirus (CDBG-CV) funds. Funds are used to support interim shelter activities. •September 11, 2023: The City released an initial Request for Proposal (RFP) seeking motel operators to participate in the Motel Voucher Program. Four proposals were received, with two motels located outside city limits. •December 6, 2023: The City Council formally approved the Motel Voucher Program, authorizing Professional Service Agreements with motel operators to provide interim shelter. Staff were specifically directed to seek local motel operators due to concerns about facilities outside city limits. The total amount of grant funding allocated to this program was $3,044,190. •December 6-22, 2023: An expedited RFP was issued and completed, resulting in the selection of Anand Patel's three local motels to provide access to 130 motel rooms and 200 beds. •March 20, 2024: The City entered into agreements with Anand Patel for the use of three motels—Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC—for a total of $2,751,840. Due to an ongoing injunction between the City and the ACLU, the program experienced several months of delay, ultimately launching on July 8, 2024. With the injunction now lifted, services are expected to increase significantly. Packet Page. 191 2 3 8 9 Discussion The Motel Voucher Program is a critical part of the City of San Bernardino’s emergency shelter strategy, providing immediate non-congregate lodging for individuals experiencing homelessness. While the City advances plans to establish the SB HOPE Campus—a permanent navigation center focused on long-term housing stability—the Motel Voucher Program continues to serve as a vital interim shelter option through partnerships with local motel operators. This amendment addresses the growing demand for emergency shelter and the recent cancellation of the City’s contract with Century RSVP LLC. It ensures the program’s sustained capacity of 130 rooms and 200 beds, extending its operational term through December 31, 2026. Currently, the Motel Voucher Program operates with 107 rooms through partnerships with Anand Patel’s motels, including Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC. Following the termination of the Century RSVP LLC contract, the City identified a gap in shelter capacity, prompting the need for additional room allocations. In response, the City negotiated expanded room availability with Anand Patel’s motels, resulting in an amendment that increases the program’s capacity to 130 rooms and 200 beds and extends the term of service through December 31, 2026. This amendment not only addresses the service gap left by Century RSVP LLC but also supports the City Council’s previously approved funding for 200 beds, reinforcing the City’s homelessness response goals. The Motel Voucher Program offers flexible stay durations, from one to twenty-eight days, based on individual needs assessed by the City’s outreach team. Extensions beyond 28 days may be granted for participants awaiting permanent housing placement. This amendment is crucial to sustaining the program’s shelter capacity and supports the City’s short-term and long-term homelessness strategies. By increasing the available rooms and extending the program’s duration, the City reaffirms its commitment to providing immediate shelter options while moving forward with the development of the SB HOPE Campus. Emergency Shelter Program Funding Allocation The City has allocated $2,751,840 for the Motel Voucher Program, sourced from the following funding streams: Permanent Local Housing Allocation (PLHA): $1,237,939 Community Development Block Grant Coronavirus Relief (CDBG-CV): $540,401 American Rescue Plan Act (ARPA): $973,500 This funding allocation allows the emergency shelter program to operate within the approved budget, ensuring financial compliance through the extended term ending December 31, 2026. Extension of Program Agreements to December 2026 Packet Page. 192 2 3 8 9 Extending the term to December 31, 2026, aligns with ARPA, CDBG-CV, and PLHA funding requirements and enables continued support for individuals experiencing homelessness. This extension provides flexibility for managing potential delays or overflow as the SB HOPE Campus nears completion. The Motel Voucher Program continues to serve as a vital bridge solution, providing essential shelter services to homeless individuals during the development and construction of the SB Hope Campus. Supportive Services and Basic Needs Assistance Following the cancellation of the City’s agreement with Century RSVP LLC, $604,800 in Community Development Block Grant Coronavirus (CDBG-CV) funding will be reallocated to establish a food assistance program. This program will align with CDBG- CV guidelines under public services (24 CFR 570.201(e)), addressing food insecurity among eligible participants in the Motel Voucher Program who meet HUD’s homeless definition under 24 CFR 578.3. The City will issue a Request for Proposals (RFP) to select a vendor to distribute restricted-use food assistance cards to qualified participants, ensuring compliance with CDBG regulations and federal procurement standards under 2 CFR 200.318–200.327. 2021-2025 Strategic Targets and Goals The request to approve the Subrecipient Agreements aligns with Strategic Target No. 3: Improved Quality of Life by reducing the burden of homelessness through enjoyment, collaboration, and partnership with other entities. Fiscal Impact There is no impact on the General Fund. This program is funded with ARPA, PLHA, and CDBG-CV funds. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 1 with Anand Patel (Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC) for the provision of 130 motel rooms and 200 beds and extend the term of the agreements to December 31, 2026. 2. Authorize the City Manager or their designee to take further actions and execute any additional agreements or documents necessary to continue implementing the Emergency Shelter Program. Attachments Attachment 1 Amendment #1 to Professional Services Agreement with PA-AN Inc. (Studio 6 Suites) Attachment 2 Amendment #1 to Professional Services Agreement with Namaste Sitiye Inc. (Rodeway Inn) Packet Page. 193 2 3 8 9 Attachment 3 Amendment #1 to Professional Services Agreement with SB Motel North LLC (Motel 6 North) Attachment 4 Professional Services Agreement with PA-AN Inc. (Studio 6 Suites) Attachment 5 Professional Services Agreement with Namaste Sitiye Inc. (Rodeway Inn) Attachment 6 Professional Services Agreement with SB Motel North LLC (Motel 6 North) Ward All Wards Synopsis of Previous Council Actions August 4, 2021 Mayor and City Council received a report and discussed the allocation of ARPA Funds. December 7, 2022 Mayor and City Council approved a Homelessness Solutions Action Plan, and $24.5 million in ARPA funds to help mitigate homelessness. February 1. 2023 Mayor and City Council declared a Homelessness State of Emergency. May 17, 2023 Mayor and City Council approved a Homelessness State of Emergency Implementation Plan. July 19, 2023 Mayor and City Council approved an Amendment to Permanent Local Housing Allocation Funds to assist individuals experiencing homelessness. August 13, 2023 Mayor and City Council approved a Substantial Amendment to FY2020-2021 Annual Action Plan associated with Community Development Block Grant Coronavirus Relief Funds to support interim shelter activities. December 6, 2023 Mayor and City Council approved a Motel Voucher Program and authorized Professional Service Agreements with motel operators to provide interim shelter March 6, 2024 Mayor and City Council approved the Emergency Shelter Program with Anand Patel in the amount of $2,751,840 while reallocating unspent PLHA funds in the amount of $327,591. Packet Page. 194 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH PA-AN INC. This Amendment No. 1 to the Professional Services Agreement dated March 6, 2024 ("Agreement") is made and entered into as of this 20th day of November 2024, by and between the City of San Bernardino, a charter city and municipal corporation ("City"), and Pa-An Inc. (Studio 6 Suites) ("Owner"). City and Owner are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. WHEREAS, City and Owner entered into the Agreement on March 6, 2024, to provide motel rooms for the Emergency Shelter Program. B. WHEREAS, on December 7, 2022, City Council allocated $12.5 million in American Rescue Plan Act (ARPA) funding for homeless services with $4.5 million specifically designated for operating a low-barrier Navigation Center. C. WHEREAS, on February 1, 2023, the City declared a Homelessness State of Emergency, followed by the approval of an Implementation Plan on May 17, 2023. This plan highlighted the urgent need for emergency and interim shelters due to the near-full capacity of existing shelters. D. WHEREAS, on July 19, 2023, the City Council amended Permanent Local Housing Allocation Funds and, on August 16, 2023, approved a Substantial Amendment to the FY 2020-2021 Annual Action Plan, reallocating CDBG-CV funds to support interim shelter activities. E. WHEREAS, on December 6, 2023, the City Council formally approved the Motel Voucher Program, authorizing Professional Service Agreements with motel operators to provide interim shelter. In addition, staff were directed to seek local motel operators due to concerns about facilities outside city limits. F. WHEREAS, on March 6, 2024, the City entered into agreements with three motels—Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC—for $2,751,840. G. WHEREAS, on April 19, 2024, the City canceled the Professional Services Agreement (PSA) with Century RSVP, LLC via email. The decision followed multiple requests and reminders for proper documentation to complete the agreement and concerns over the program's lack of ADA compliance. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the original Agreement, the Parties mutually agree as follows: AGREEMENT Packet Page. 195 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Amendment to Term of Agreement. Section 1.7 of Exhibit 1 of the original Agreement is hereby amended in its entirety to read as follows: “1.7 Term. The term of this Agreement (“Term”) shall commence on the date on which the City Clerk of San Bernardino attests this Agreement and shall expire on December 31, 2026, unless the Term is extended or terminated earlier pursuant to provisions of this Agreement. City shall have one (1) option to extend the Term for a period of six (6) months, commencing on the first day following the expiration of the Term. In order to exercise the option, City must give written notice to Owner of such exercise no later than thirty (30) days before the expiration of the Term. Notwithstanding any other provision herein, City shall have the unilateral right to terminate this Agreement at any time for any or no reason upon thirty (30) days’ written notice to Owner. City shall have no obligation to pay for any charges incurred after this Agreement’s expiration or termination. Expiration or termination of this Agreement shall have no effect on City’s obligation to pay for charges properly incurred during the Term hereof.” 3. Amendment of Rates Schedule. Exhibit B of the original Agreement is hereby amended in its entirety to reflect the new allocation of rooms and budget for this motel as follows: “Exhibit B Rates Schedule 1 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 2 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 3 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 4 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 5 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 6 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 7 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 8 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 9 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 10 20 70 10 80 30 42,000.00$ 24,000.00$ 66,000.00$ 11 20 70 10 80 4 5,600.00$ 3,200.00$ 8,800.00$ 12 20 70 10 80 0 -$ -$ -$ 668,800.00$ $668 ,640 Cost of Single Rooms P er Month Cost of Double Rooms P er Month P rogram Cost P er Month NOT TO EXCEED TOTAL ANNUAL AM OUNT: Studio 6 Suite s (Update d Rate Sche dule ) Month Number of Single Rooms RATE 1 Number of Double Rooms RATE 2 Nights Packet Page. 196 a. Permanent Local Housing Fund Allocation: $229,939 b. Community Development Block Grant Coronavirus: $438,701 Total Number of Single Rooms: 20 Total Number of Double Rooms: 10 Total Number of Beds: 40” 4. Full Force. Except as amended by this Amendment No. 1, all provisions of the original Agreement shall remain in full force and effect. 5. Electronic Transmission. A manually signed copy of this Amendment No. 1, which is transmitted by facsimile, email, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original executed copy for all purposes. This Amendment No. 1 may be signed using an electronic signature. 6. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original and together which shall constitute one and the same Amendment No. 1. Packet Page. 197 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH PA-AN INC. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written. CITY OF SAN BERNARDINO OWNER APPROVED BY:PA-AN INC. Rochelle Clayton APPROVED BY: Acting City Manager Andy Patel Owner APPROVED AS TO FORM: Best Best & Krieger LLP Packet Page. 198 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH NAMASTE SITIYE INC This Amendment No. 1 to the Professional Services Agreement dated March 6, 2024 ("Agreement") is made and entered into as of this 20th day of November 2024, by and between the City of San Bernardino, a charter city and municipal corporation ("City"), and Namaste Sitiye Inc (Rodeway Inn) ("Owner"). City and Owner are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. WHEREAS, City and Owner entered into the Agreement on March 6, 2024, to provide motel rooms for the Emergency Shelter Program. B. WHEREAS, on December 7, 2022, City Council allocated $12.5 million in American Rescue Plan Act (ARPA) funding for homeless services with $4.5 million specifically designated for operating a low-barrier Navigation Center. C. WHEREAS, on February 1, 2023, the City declared a Homelessness State of Emergency, followed by the approval of an Implementation Plan on May 17, 2023. This plan highlighted the urgent need for emergency and interim shelters due to the near-full capacity of existing shelters. D. WHEREAS, on July 19, 2023, the City Council amended Permanent Local Housing Allocation Funds and, on August 16, 2023, approved a Substantial Amendment to the FY 2020-2021 Annual Action Plan, reallocating CDBG-CV funds to support interim shelter activities. E. WHEREAS, on December 6, 2023, the City Council formally approved the Motel Voucher Program, authorizing Professional Service Agreements with motel operators to provide interim shelter. In addition, staff were directed to seek local motel operators due to concerns about facilities outside city limits. F. WHEREAS, on March 6, 2024, the City entered into agreements with three motels—Pa-An, Inc., Namaste Sitiye Inc, and SB Hotel North LLC—for $2,751,840. G. WHEREAS, on April 19, 2024, the City canceled the Professional Services Agreement (PSA) with Century RSVP, LLC via email. The decision followed multiple requests and reminders for proper documentation to complete the agreement and concerns over the program's lack of ADA compliance. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the original Agreement, the Parties mutually agree as follows: AGREEMENT Packet Page. 199 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Amendment to Term of Agreement. Section 1.7 of Exhibit 1 of the original Agreement is hereby amended in its entirety to read as follows: “1.7. Term. The term of this Agreement (“Term”) shall commence on the date on which the City Clerk of San Bernardino attests this Agreement and shall expire on December 31, 2026, unless the Term is extended or terminated earlier pursuant to provisions of this Agreement. City shall have one (1) option to extend the Term for a period of six (6) months, commencing on the first day following the expiration of the Term. In order to exercise the option, City must give written notice to Owner of such exercise no later than thirty (30) days before the expiration of the Term. Notwithstanding any other provision herein, City shall have the unilateral right to terminate this Agreement at any time for any or no reason upon thirty (30) days’ written notice to Owner. City shall have no obligation to pay for any charges incurred after this Agreement’s expiration or termination. Expiration or termination of this Agreement shall have no effect on City’s obligation to pay for charges properly incurred during the Term hereof.” 3. Amendment of Rates Schedule. Exhibit B of the original Agreement is hereby amended in its entirety to reflect the new allocation of rooms and budget for this motel as follows: “Exhibit B Rates Schedule 1 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 2 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 3 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 4 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 5 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 6 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 7 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 8 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 9 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 10 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 11 20 70 20 80 30 42,000.00$ 48,000.00$ 90,000.00$ 12 20 70 20 80 6 8,400.00$ 9,600.00$ 18,000.00$ $1,008,000.00 $1 ,008 ,000 P rogram Cost P er Month NOT TO EXCEED TOTAL ANNUAL AM OUNT: Nights Cost of Single Rooms P er Cost of Double Rooms/Month Rode way Inn (Update d Rate ) Month Number of Single RATE 1 Number of Double RATE 2 Packet Page. 200 Permanent Local Housing Fund Allocation: $1,008,00 Total Number of Single Rooms: 20 Total Number of Double Rooms: 20 Total Number of Beds: 60 4. Full Force. Except as amended by this Amendment No. 1, all provisions of the original Agreement shall remain in full force and effect. 5. Electronic Transmission. A manually signed copy of this Amendment No. 1, which is transmitted by facsimile, email, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original executed copy for all purposes. This Amendment No. 1 may be signed using an electronic signature. 6. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original and together which shall constitute one and the same Amendment No. 1. Packet Page. 201 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH NAMASTE SITIYE INC IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written. CITY OF SAN BERNARDINO OWNER APPROVED BY:NAMASTE SITIYE INC Rochelle Clayton APPROVED BY: Acting City Manager Andy Patel Owner APPROVED AS TO FORM: Best Best & Krieger LLP Packet Page. 202 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH SB MOTEL NORTH LLC This Amendment No. 1 to the Professional Services Agreement dated March 6, 2024 ("Agreement") is made and entered into as of this 20th day of November 2024, by and between the City of San Bernardino, a charter city and municipal corporation ("City"), and SB Motel North LLC (Motel 6 North) ("Owner"). City and Owner are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. WHEREAS, City and Owner entered into the Agreement on March 6, 2024, to provide motel rooms for the Emergency Shelter Program. B. WHEREAS, on December 7, 2022, City Council allocated $12.5 million in American Rescue Plan Act (ARPA) funding for homeless services with $4.5 million specifically designated for operating a low-barrier Navigation Center. C. WHEREAS, on February 1, 2023, the City declared a Homelessness State of Emergency, followed by the approval of an Implementation Plan on May 17, 2023. This plan highlighted the urgent need for emergency and interim shelters due to the near-full capacity of existing shelters. D. WHEREAS, on July 19, 2023, the City Council amended Permanent Local Housing Allocation Funds and, on August 16, 2023, approved a Substantial Amendment to the FY 2020-2021 Annual Action Plan, reallocating CDBG-CV funds to support interim shelter activities. E. WHEREAS, on December 6, 2023, the City Council formally approved the Motel Voucher Program, authorizing Professional Service Agreements with motel operators to provide interim shelter. In addition, staff were directed to seek local motel operators due to concerns about facilities outside city limits. F. WHEREAS, on March 6, 2024, the City entered into agreements with three motels—Pa-An, Inc., Namaste Sitiye Inc., and SB Hotel North LLC—for $2,751,840. G. WHEREAS, on April 19, 2024, the City canceled the Professional Services Agreement (PSA) with Century RSVP, LLC via email. The decision followed multiple requests and reminders for proper documentation to complete the agreement and concerns over the program's lack of ADA compliance. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the original Agreement, the Parties mutually agree as follows: AGREEMENT Packet Page. 203 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Amendment to Term of Agreement. Section 1.7 of Exhibit 1 of the original Agreement is hereby amended in its entirety to read as follows: “1.7 Term. The term of this Agreement (“Term”) shall commence on the date on which the City Clerk of San Bernardino attests this Agreement and shall expire on December 31, 2026, unless the Term is extended or terminated earlier pursuant to provisions of this Agreement. City shall have one (1) option to extend the Term for a period of six (6) months, commencing on the first day following the expiration of the Term. In order to exercise the option, City must give written notice to Owner of such exercise no later than thirty (30) days before the expiration of the Term. Notwithstanding any other provision herein, City shall have the unilateral right to terminate this Agreement at any time for any or no reason upon thirty (30) days’ written notice to Owner. City shall have no obligation to pay for any charges incurred after this Agreement’s expiration or termination. Expiration or termination of this Agreement shall have no effect on City’s obligation to pay for charges properly incurred during the Term hereof.” 3. Amendment of Rates Schedule. Exhibit B of the original Agreement is hereby amended in its entirety to reflect the new allocation of rooms and budget for this motel as follows: “Exhibit B Rates Schedule a. American Rescue Plan Act: $973,500 b. Community Development Block Grant Coronavirus: $101,700 1 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 2 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 3 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 4 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 5 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 6 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 7 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 8 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 9 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 10 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 11 20 70 40 80 30 42,000.00$ 96,000.00$ 96,000.00$ 12 20 70 40 80 6 8,400.00$ 19,200.00$ 19,200.00$ $1,075,200.00 $1 ,075 ,200 Nights Cost of Single Rooms P er Cost of Double Rooms P er P rogram Cost P er Month NOT TO EXCEED TOTAL ANNUAL AM OUNT: M ote l 6 (Update d Rate ) Month Number of Single RATE 1 Number of Double RATE 2 Packet Page. 204 Total Number of Single Rooms: 20 Total Number of Double Rooms: 40 Total Number of Beds: 100” 4. Full Force. Except as amended by this Amendment No. 1, all provisions of the original Agreement shall remain in full force and effect. 5. Electronic Transmission. A manually signed copy of this Amendment No. 1, which is transmitted by facsimile, email, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original executed copy for all purposes. This Amendment No. 1 may be signed using an electronic signature. 6. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original and together which shall constitute one and the same Amendment No. 1. Packet Page. 205 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH SB MOTEL NORTH LLC IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written. CITY OF SAN BERNARDINO OWNER APPROVED BY:SB MOTEL NORTH LLC Rochelle Clayton APPROVED BY: Acting City Manager Andy Patel Owner APPROVED AS TO FORM: Best Best & Krieger LLP Packet Page. 206 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 207 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 208 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 209 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 210 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 211 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 212 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 213 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 214 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 215 DocuSign Envelope ID: D837B652-F2AF-4143-9A2F-21EA0AF50385 Packet Page. 216 DocuSign Envelope ID: 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75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 347 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 348 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 349 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 350 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 351 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 352 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 353 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 354 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 355 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 356 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 357 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 358 DocuSign Envelope ID: 75DDD2AC-869D-4CDE-9FB1-3556427DEF2B Packet Page. 359 2 3 8 8 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle CLayton, Acting City Manager; Kenneth Chapa, Director of Economic Development Department:Economic Development Subject:Resolution Declaring Intent to Conduct Public Hearing to Order Street Vacation (15.30-442), of a Portion of Iola Place, East of North “D” Street and North of West Baseline Street, and the Reservation of Utilities Therein (Ward 2) Recommendation: Adopt Resolution No. 2024-222 of the Mayor and City Council of the City of San Bernardino, California, declaring its intent to conduct a public hearing to order the vacation of a portion of Iola Place east of North “D” Street and north of West Baseline Street, and reservation of utilities therein. Executive Summary A petition to vacate a portion of Iola Place, containing approximately 3,242 square feet of right-of-way, was received on March 22, 2024, from GGF III, LLC, owner of adjacent properties located east of North “D” Street and north of West Baseline Street (APNs: 0145-244-22, 0145-244-21). The proposed street vacation will terminate the public right-of-way area, formally known as the eastern end of Iola Place, to the applicant. The applicant intends to maintain this former right-of-way area as a part of the overall site plan. Background Streets and Highways Code (SHC) section 8312, gives a city legislative body the power to vacate all or part of an alley and sets forth the procedures by which the power to vacate may be executed. The requested street vacation would be conducted under the General Vacation Procedures outlined in SHC sections 8320 through 8325. First, a legislative body may initiate proceedings either on its own initiative or upon a petition or request of an interested person or persons. The initiation of proceedings starts with fixing the date, hour, and place of the hearing, followed by publishing and posting of Packet Page. 360 2 3 8 8 notices prior to the hearing. After the hearing, if the legislative body finds that the street described in the notice of hearing or petition is unnecessary for present or prospective public use, the legislative body may adopt a resolution vacating the street. The street vacation is then recorded with the County Recorder’s office. A petition to vacate a portion of Iola Place was received on March 22, 2024, from GGF III, LLC, owner of properties located on the eastern side of the intersection of north “D” Street and north of West Baseline Street (APNs: 0145-244-22, 0145-244-21). The stated reason for the petition to vacate this portion of the street is to allow for future commercial development, enabling the applicant to enhance property management and security measures to deter the expansion of homeless encampments. The proposed vacation will create a safer and more welcoming environment for the surrounding community, including patrons, residents, and nearby schools. On September 18, 2024, the Mayor and City Council authorized staff to proceed with an investigation and analysis, as required by SHC, to vacate this portion of Iola Place. On September 25, 2024, notices were sent out to City Departments including Public Works and San Bernardino County Fire, and utility providers including the City of San Bernardino Municipal Water Department and So Cal Gas, informing them of the proposed street vacation. Staff has not received requests to reserve utility easements relative to the proposed vacation area. Discussion The Resolution will set the date, time, and place of the public hearing as January 15, 2025, at 5:00PM at 555 West 6th Street, San Bernardino, California in the Council Chambers. At that time, interested parties may present comments or evidence to the Mayor and City Council regarding the proposed street vacation. The Resolution of Intention will also direct staff to publish notices of the public hearing in the newspaper, as well as positing notices along the proposed street vacation as required by the SHC sections 8322 and 8323. Following the public hearing, staff will present, for the Mayor and City Council’s Consideration, a Resolution Ordering the Real Property Street Vacation 15-30-442, with reservation of utility easements therein, adopting a Categorical Exemption for the street vacation, and make a final order of vacation for a portion of Iola Place as described in Real Property Street Vacation No. 15.30-442. The property vacation proceedings are not completed until the Resolution making the final order for Real Property Street Vacation No. 15.30-442 has been recorded with the San Bernardino County Recorder’s office pursuant to SHC section 8325. Pursuant to SHC section 8324, the resolution of vacation may provide that the vacation occurs only after conditions required by the legislative body have been satisfied and may instruct the clerk that the resolution of vacation is not recorded until the conditions have been satisfied. Packet Page. 361 2 3 8 8 2021-2025 Strategic Targets and Goals This project is consistent with Key Target No. 2d: Develop and implement a community engagement plan. Public Hearings conducted in response to requests for street vacations provide an opportunity for surrounding property owners and members of the public to engage with the Mayor and City Council, provide input through public comments, and share in the discussion regarding vacating the public right-of-way. Fiscal Impact There is no fiscal impact associated with this action. The applicant has paid $1,020 in fees to cover the administrative costs associated with Street Vacation 15.30-442. The applicant will incur an additional $1,020 in fees once the Public Hearing date has been approved. Conclusion Adopt Resolution No. 2024-222 of the Mayor and City Council of the City of San Bernardino, California, declaring its intent to conduct a public hearing to order the vacation of a portion of Iola Place east of North ”D” Street and north of West Baseline Street and reservation of utilities therein. Attachments Attachment 1 – Resolution No. 2024-222 Attachment 2 – Exhibit A – Legal Description Attachment 3 – Exhibit B – Plat Map Attachment 4 - Aerial Map Ward: Second Ward Synopsis of Previous Council Actions: September 18, 2024 The Mayor and City Council authorized staff to proceed with an investigation and analysis to vacate a portion of Iola Place east of north “D” Street, and reservation of utilities therein. Packet Page. 362 Resolution No. 2024-222 Resolution 2024-222 November 22, 2024 Page 1 of 3 5 6 9 2 RESOLUTION NO. 2024-222 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DECLARING ITS INTENT TO CONDUCT A PUBLIC HEARING TO ORDER THE VACATION OF A PORTION OF IOLA PLACE EAST OF NORTH “D” STREET AND NORTH OF WEST BASELINE STREET, AND RESERVATION OF UTILITIES THEREIN WHEREAS, on March 22, 2024, the Real Property Division of the Economic Development Department received a petition from GGF III, LLC, to vacate a portion of Iola Place east of North “D” Street and north or West Baseline Street, and the reservation of utilities therein; and WHEREAS, the proposed street vacation, No. 15.30-442, will allow for future commercial development, enabling the applicant to enhance property management and security measures to deter the expansion of homeless encampments, thereby creating a safer and more welcoming environment for the surrounding community, including patrons, residents, and nearby schools; and WHEREAS, the existing 3,242 square feet of public right-of-way will be absorbed into an existing commercial development that satisfies the Development Code requirements; and WHEREAS, on September 18, 2024, the Mayor and City Council authorized staff to proceed with an investigation and analysis to vacate a portion of Iola Place; and WHEREAS, on September 25, 2024, notices were sent out to City Departments including Public Works and San Bernardino County Fire, utility providers including the San Bernardino Municipal Water Department and So Cal Gas informing them of the proposed street vacation. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The Mayor and City Council of the City of San Bernardino, California hereby declares its intention to order the vacation of Iola Place (No. 1530-442), generally located east of North “D” Street and north of West Baseline Street, and the reservation of utilities therein as described on the legal description attached hereto and incorporated as Exhibit “A” and depicted on the map attached hereto and incorporated herein as Exhibit “B”. SECTION 2.The Mayor and City Council of the City of San Bernardino, California, in vacating the above-described portion of said street, elects to proceed in accordance with the provisions of the “Public Streets, Highways and Service Easements Vacation Law”, being Division 9, Part 3, of the Streets and Highways Code of the State of California. SECTION 3.The hour of 5:00 p.m., on Wednesday, January 15,2025, at 555 West 6th Street, San Bernardino, California, 92410, is fixed as the time and place when and where all Packet Page. 363 Resolution No. 2024-222 Resolution 2024-222 November 22, 2024 Page 2 of 3 5 6 9 2 persons interested in or objecting to the proposed vacation areas may appear before the Mayor and City Council of the City of San Bernardino, California, and offer evidence in relation hereto. SECTION 4. The Mayor and City Council hereby direct the Real Property Division of the City of San Bernardino to cause a Notice of Street Vacation, No. 15.30-442, to be posted as required by said “Public Streets, Highways and Service Easements Vacation Law.” SECTION 5. The City Clerk shall certify the adoption of this Resolution of Intention and shall cause the same to be published once per week for two successive weeks in a newspaper published and circulated in the City of San Bernardino, prior to the above date set forth for the public hearing. SECTION 6. The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 7.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 8.Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November 2024. Helen Tran, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 364 Resolution No. 2024-222 Resolution 2024-222 November 22, 2024 Page 3 of 3 5 6 9 2 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-222, adopted at a regular meeting held on the 20th day of November 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 365 Packet Page. 366 Packet Page. 367 Project Area Street Vacation 15.30-442 Packet Page. 368 2 0 7 8 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; C. Jeannie Fortune, Interim Director of Finance & Management Services Department:Finance & Management Services Subject:Approval of Commercial and Payroll Disbursements and Purchase Card Transactions for September 2024 (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California approve the commercial and payroll disbursements for September 2024. Executive Summary This action is to approve the commercial and payroll disbursements. This is regular business of the Mayor and City Council ensuring that the City pays vendors, employees, and the retirement system timely, accurately and with full transparency for the community. Background Completed commercial and payroll disbursement registers are submitted to the Mayor and City Council for approval. This happens on a regular basis, typically every meeting for the most recently completed disbursement registers. The detailed warrant registers are available on the City Website and are updated weekly by the Finance Department. The registers may be accessed by copying the following link into an internet browser: https://sbcity.org/city_hall/finance/warrant_register Packet Page. 369 2 0 7 8 Discussion 2021-2025 Strategic Targets and Goals Approval of the noted check and EFT registers for commercial and payroll disbursements align with Key Target No. 1: Improved Operational & Financial Capacity by creating a framework for spending decisions. Fiscal Impact Amounts noted in the disbursement registers have no further fiscal impact. Amounts were paid consistent with existing budget authorization and no further budgetary impact is required. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino approve the commercial and payroll disbursements for September 2024. Attachments Attachment 1 Payroll Summary Report for September 2024. Attachment 2 Commercial checks & Payroll Register #11 Attachment 3 Commercial checks & Payroll Register #12 Gross Payroll Bi-Weekly for September 1, 2024 $3,857,010.61 Bi-Weekly for September 15, 2024 $3,394,704.21 Monthly for September, 2024 $26,950.00 Total Payroll Demands: $7,278,664.82 The following check registers are being presented for approval: September 5, 2024 2024/25 (Regi ster #11)$1,453,059.78 September 9, 2024 2024/25 (Regi ster #12)$87.73 September 12, 2024 2024/25 (Regi ster #13)$1,565,766.19 September 13, 2024 2024/25 (Regi ster #14)$586,168.22 September 19, 2024 2024/25 (Regi ster #15)$2,768,402.67 September 24, 2024 2024/25 (Regi ster #16)$54,625.86 September 26, 2024 2024/25 (Regi ster #17)$1,022,368.68 Total commercial check demands:$7,450,479.13 The following Electroni c Funds Transfer (EFT) regi sters presented for approval: August 7, 2024 - August 28, 2024 2024/25 (Regi ster #1680-1690)$6,272,756.87 Sept 3, 2024 - Sept 16, 2024 2024/25 (Regi ster #1691-1699)$12,039,520.26 Sept 23, 2024 - Sept 26, 2024 2024/25 (Regi ster #1700-1702)$59,781.97 Total commercial EFT demands:$18,372,059.10 Purchasing Card C harges: September 2024 $78,734.81 Total Purchasi ng Card Charges:$78,734.81 Packet Page. 370 2 0 7 8 Attachment 4 Commercial checks & Payroll Register #13 Attachment 5 Commercial checks & Payroll Register #14 Attachment 6 Commercial checks & Payroll Register #15 Attachment 7 Commercial checks & Payroll Register #16 Attachment 8 Commercial checks & Payroll Register #17 Attachment 9 Commercial EFT Registers #1680-1690 Attachment 10 Commercial EFT Registers #1691-1699 Attachment 11 Commercial EFT Registers #1700-1702 Attachment 12 P-Card Report September 2024 Ward: All Wards Synopsis of Previous Council Actions: N/A Packet Page. 371 Packet Page. 372 Packet Page. 373 Packet Page. 374 Packet Page. 375 Packet Page. 376 Packet Page. 377 Packet Page. 378 Packet Page. 379 Packet Page. 380 Packet Page. 381 Packet Page. 382 Packet Page. 383 Packet Page. 384 Packet Page. 385 Packet Page. 386 Packet Page. 387 Packet Page. 388 Packet Page. 389 Packet Page. 390 Packet Page. 391 Packet Page. 392 Packet Page. 393 Packet Page. 394 Packet Page. 395 Packet Page. 396 Packet Page. 397 Packet Page. 398 Packet Page. 399 Packet Page. 400 Packet Page. 401 Packet Page. 402 Packet Page. 403 Packet Page. 404 Packet Page. 405 Packet Page. 406 Packet Page. 407 Packet Page. 408 Packet Page. 409 Packet Page. 410 Packet Page. 411 Packet Page. 412 Packet Page. 413 Packet Page. 414 Packet Page. 415 Packet Page. 416 Packet Page. 417 Packet Page. 418 Packet Page. 419 Packet Page. 420 Packet Page. 421 Packet Page. 422 Packet Page. 423 Packet Page. 424 Packet Page. 425 Packet Page. 426 Packet Page. 427 Packet Page. 428 Packet Page. 429 Packet Page. 430 Packet Page. 431 Packet Page. 432 Packet Page. 433 Packet Page. 434 Packet Page. 435 Packet Page. 436 Packet Page. 437 Packet Page. 438 Packet Page. 439 Packet Page. 440 Packet Page. 441 Packet Page. 442 Packet Page. 443 Packet Page. 444 Packet Page. 445 Packet Page. 446 Packet Page. 447 Packet Page. 448 Packet Page. 449 Packet Page. 450 Packet Page. 451 Packet Page. 452 Packet Page. 453 Packet Page. 454 Packet Page. 455 Packet Page. 456 Packet Page. 457 Packet Page. 458 Packet Page. 459 Packet Page. 460 Packet Page. 461 Packet Page. 462 Packet Page. 463 Packet Page. 464 Packet Page. 465 Packet Page. 466 Fund Amount 001 - General 61,443.69 111 - AB2766 Air Quality 467.52 116 - Emergency Solutions Grant 14.231 1,146.98 119 - Community Development Block Grant (295.20) 123 - Federal Grant Programs 1,495.68 124 - Animal Control 8,472.76 126 - Gas Tax Fund 2,728.69 130 - State And Other Grant Programs 1,250.00 635 - Fleet Services Fund 418.67 679 - Information Technology 1,606.02 Grand Total 78,734.81 City of San Bernardino Purchasing Card Charges by Department Sep-2024 Expenditures Summary by Fund Packet Page. 467 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 001 - General Mayor 5111 - Material And Supplies City shirts for Mayor & staff - Mayor 9/17/24 397.54 Large Bins for Office Supplies - Exec Asst to Mayor 29.33 Office Supplies - Laminator - Exec Asst to Mayor 9/15/24 109.57 Office Supplies - Mayor 9/26/24 15.65 Office supplies for break room - Exec Asst to Mayor 9/21/24 14.13 Office Supplies for Mayor's Office - Mayor 57.40 Office Supplies for Mayor's Office - Mayor 9/26/27 34.79 5122 - Dues And Subscriptions Monthly Sun Subscription - Mayor 9/19/24 14.00 5132 - Meetings And Conferences Park Charge incorrectly charged; see attached receipt for refund 36.00 Refund of parking charged in error - Mayor (36.00) Supplies for MCC Meeting and Office Meetings - Exec Asst to Mayor 9/26 57.63 Table for MCC Meetings - Council Admin Supervisor 9/26/24 71.03 5186 - Civic And Promotional PENS.COM - 09.04.24 Rideshare Bags for Wellness & Health Fair Gi 208.77 Mayor Total 1,009.84 City Council 5111 - Material And Supplies 09-19-2024 - $500.54 - COMPUTERIZED EMBROIDERY - Staff Office S 500.54 Certificate Paper - Council Admin Supervisor 9/11/24 15.21 Certificate Paper - Council Admin Supervisor 9/17/24 76.86 Certificate Paper - Council Admin Supervisor 9/18/24 24.44 Council Office - Office Supplies - Council Admin Supervisor 9/14/24 97.86 5132 - Meetings And Conferences 09-10-2024 - $426.25 - COSTCO - 09-18-2024 MCC Meeting Supplies 426.25 09-11-2024 - $69.50 - MARSHALLS - 09-18-2024 MCC Meeting Supplie 69.50 09-12-2024 - $161.24 - COSTCO - 09-18-2024 MCC Meeting Meal Item 161.24 09-17-2024 - $383.06 - LOS TACOS LOKOS - 09-18 -2024 MCC Meeting 383.06 MCC Meeting Supplies - Council Admin Supervisor 9/17/24 32.60 Meeting Supplies for the MCC Meeting - Council Admin Supervisor 9/17/24 20.03 Note Pads for MCC Meetings - Council Admin Supervisor 9/11/24 19.56 Notepads for the MCC Meetings - Council Admin Supervisor 9/3/24 17.40 5147 - Meetings And Conferences - Ward 6 09-05-2024 - $25.00 - Ward 6 (Calvin) - CAL CITIES IE DIVISION L 25.00 City Council Total 1,869.55 Packet Page. 468 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges City Manager 5111 - Material And Supplies Amazon - 09.04.24 CM Briefcase - Laptop Bag 18.39 Amazon - 09.25.24 CM OFFICE SUPPLIES 12.70 DCM book order of The First 90 Days: Proven Strategies for 19.02 DCM book orders of Build an A Team/ HBR The 17 Skills Lead 72.35 Deputy City Manager requested to have this book ordered.86.49 Harvard Business Review set of books ordered by request of DCM S 148.98 5122 - Dues And Subscriptions Membership Dues paid Title II ACTCP Member for ADA Coordinator D 300.00 Refund for Business Journal Subscription LA Business First.(114.80) 5132 - Meetings And Conferences AA Flight to attend 2024 Fall ADA Conference in Madison, WI for 896.96 American Airlines Flight Details to Pittsburgh on 09.21.2024 for 349.98 American Airlines Flight Details/Seats to Pittsburgh on 09.21.20 64.17 Department Head Lunch Meeting September 11 2024.184.77 Department Head Lunch meeting September 26 2024.177.61 Inland Empire Division Mtg. - 09.17.2024 Govt Affairs Manager to attend 25.00 LCC & Inland Empire Division 2024 Annual Conf Network Luncheon 1 40.00 League of Cal Cities IE Division Meeting registration attendance 25.00 Pizza Hut - 08.29.24 CM Injunction Follow-Up Meeting 28.25 Refreshments for Department Head Lunch meeting September 26 2024 10.99 Registration for 2024 Fall ADA Conference in Madison WI for Depu 385.00 Southwest - 09.25.24 Flight to Ontario from Pittsburgh for ICMA 442.97 City Manager Total 3,173.83 City Clerk 5122 - Dues And Subscriptions Nessa Morales' Notary Public course/exam/ dues 830.96 URL/Linktree yearly subscription period 09-28-2024 to 09-27-2025 90.00 5133 - Education And Training Records Management I - Retention & Disposition Webinar for train 60.00 Records Management II - Digital Records Webinar for training pur 60.00 Time Management training through IIMC for Telicia Lopez 60.00 City Clerk Total 1,100.96 Community Development & Housing 5111 - Material And Supplies CSR city embroidered shirts.217.21 Homeless Coordinator's Meeting - Homeless Solutions Manager 100.36 Housing embroidery shirts.101.20 5112 - Small Tools And Equipment Hard hats & flashlights for department earthquake readiness kits 61.95 Safety equipment for departmental use - in case of emergency.68.49 Packet Page. 469 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 5132 - Meetings And Conferences Cancellation fee for Homeless Solutions Manager - Homeless Solutions Manager 0.00 Director Elliott - monthly department meeting budget $50.00. (Se 48.50 Director Elliott asked for this to be ordered. Department trophy 292.25 5133 - Education And Training Training receipt - Lead Cod Enforcement Officer 288.40 5502 - Professional Contractual Services Translation Services and notary fee regarding the Harris Buildin 129.38 Community Development & Housing Total 1,307.74 Economic Development 5121 - Advertising Advertisement for City in regional publication 1,895.00 5122 - Dues And Subscriptions Publication subscription - Econ Dev Director 8.00 5132 - Meetings And Conferences Monthly Director Allowance Budget $50 for Dept meetings 46.80 5133 - Education And Training IRWA Certification Course 901 - Deputy Director Econ Dev 265.00 5502 - Professional Contractual Services Court certified document translation - Harris Building donation.122.91 Economic Development Total 2,337.71 Finance & Management Services 5111 - Material And Supplies office supplies for admin and payroll 34.65 5122 - Dues And Subscriptions Barrons subscription 32.61 CSMFO Registration Invoice - Budget 55.00 San Francisco Chronicles Subscription.15.96 The Sun subscription 18.00 The Wall Street subscription 31.31 5132 - Meetings And Conferences Budget Training Academy- Hyatt _ Reservation Confirmation Senior Budget Analyst,845.65 CalPERS Forum- Hotel reservation. Budget 1,022.40 CalPERS Forum- Hotel reservation. Lead Payroll Tech 511.20 CalPERS Forum- Registration. Budget Division Manager 599.00 CalPERS Forum- Registration. Management Analyst I 599.00 CalPERS Forum- Registration. Payroll 599.00 Cancellation for hotel for league of california cities (894.00) CMRTA Annual Conference 2024 399.00 Food/Refreshments for broadband meeting (9/24)47.83 Packet Page. 470 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges GFOA Budget Analyst Training Academy - Hotel Invoice Budget Division Manager 861.65 GFOA Budget Analyst Training Academy - Hotel Invoice Management Analyst I 853.65 Snack/Refreshment purchase for broadband meetings (9/24 & 9/25)57.05 Snacks/Refreshments for Broadband Meetings (9/24 and 9/25)60.32 Finance & Management Services Total 5,749.28 General Government 5111 - Material And Supplies Table for Community Intervention Program Manager's Office 32.51 5132 - Meetings And Conferences Registration for 2024 San Bernardino Countywide Gangs and Drugs 60.77 5502 - Professional Contractual Services Charges are for the community projects budgeted total amount of 188.92 General Government Total 282.20 Human Resources & Risk Management 5105 - Employee Recognition Health Fair Raffle Prizes 1,637.24 5111 - Material And Supplies A banner for Job Fairs 43.49 Department Swag with city logo for job fairs. Due to the limit t 2,011.78 Health Fair supplies 246.52 HR Department Supplies 76.05 Refund from Amazon for Health Fair supplies wrong item.(19.56) 5121 - Advertising Job fair registration fee 450.00 5132 - Meetings And Conferences Andrea- Hotel reservation for conference fee 308.27 CalGov HR Conference Hotel Stay for HR Analyst Trainee 228.72 CalGov HR Conference Hotel Stay for Supervising HR Analyst 228.72 Conference hotel stay for HR Analyst Trainee amount may change o 854.21 Conference Neogov hotel stay deposit -Senior HR Tech 180.27 Conference Neogov Ignite 3 Day Conference - Senior HR Tech 1,225.00 Conference stay for HR Director 403.84 HR Analyst Trainee- Cal Gov HR Labor Relations 258.96 HR Recruitment Analyst Conference Flight Ticket 289.96 Supervising HR Analyst- Cal Gov HR Labor Relations 258.96 5133 - Education And Training Training Overview of Public Sector - HR Analyst I (same training 398.00 Training Overview of Public Sector - Supervising HR Analyst 398.00 5175 - Postage Courier service 303.42 Packet Page. 471 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 5183 - Management Allowance Bagels for farewell to Benefit's Supervisor HR and staff 20.80 HR Monthly Meeting Birthdays 24.98 Human Resources & Risk Management Total 9,827.63 Library 5111 - Material And Supplies Water Filter for Staff Break Area 53.28 5112 - Small Tools And Equipment 001-470-0063-5112 Bathroom baby changing table 564.84 5132 - Meetings And Conferences CLA Membership 40.00 One Day Conference Pass / CLA 155.00 5123 - Library Books Subscription LA Times - Ebsco 799.13 Library Total 1,612.25 Parks & Recreation 5111 - Material And Supplies adjustable reaching poles and leaf nets, thermometer for pools 364.91 Bingo prizes are purchased weekly for Bingo Club held at both Fi 229.84 biohazard bags for first aid room trashcans at pools 7.05 Breast Cancer Awareness Swim event giveaways and supplies 38.05 Carry bag for CPR manakin 7.60 Items purchased for Senior Games Pickleball Tournament on 9/28an 118.52 Items purchased for Senior Games Pickleball Tournament Raffles o 74.22 Items purchased for the Just Dance held at Perris Hill Senior Ce 29.97 Items purchased were used for the Senior games Pickleball Tourna 180.87 Items purchased were used for the Senior games Softball Tourname 26.66 LG radios charging bases 51.57 MSDS binders for all pools 45.66 parking fee for disaster expo 25.00 Pool equipment storage racks 173.11 Portable sink for special events first aid station 104.37 purchase of challenge coins for Veterans & Memorial Day events 612.25 purchase of kitchen supplies for cooking programs at RHCC 32.59 purchase of perishable food for cooking program at RHCC 19.06 purchase of perishable food items for cooking program at RHCC 79.34 purchase of supplies for center program (RHCC)40.83 Senior Movie Day. Senior were able to site in a cool environment 161.73 sharps containers for first aid rooms at pools 101.12 storage boxes for pools 125.13 Sugar and creamer are used daily at both Fifth Street and Perris 61.96 Supplies for CID Water Fun Family Day 122.35 Packet Page. 472 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 5121 - Advertising Facebook marketing of the Senior Health and Resource Fair for 10 304.61 5122 - Dues And Subscriptions Air quality and heat tracking application subscription 2.99 monthly subscription for use at centers and events 10.99 5132 - Meetings And Conferences CPRS Aging Section Training in Fullerton on 10/17. Supervisor La 25.00 SCPPOA monthly meeting fee 20.00 5133 - Education And Training CPRS Directors Academy Training for 4 900.00 Parks & Recreation Total 4,097.35 Police 5111 - Material And Supplies Batteries for drone 2,862.30 Desk supplies 211.31 homicide detectives hp laptop 582.46 insulated shipping cooler needed by homicide 89.16 Recording phone devices 54.26 Refrigerator needed for offsite COP office 967.88 shower curtains for dept locker room 78.50 supplies needed for Officer's graduation event 565.01 temp sensors for property unit fridge/freezer 130.49 5113 - Motor Fuel And Lubricants Fuel for Chief's city issued vehicle.65.00 5121 - Advertising recruitment job fair event 250.00 5122 - Dues And Subscriptions Buzzsprout podcast subscription 12.00 5132 - Meetings And Conferences SCAFO CONFERENCE HOTEL 678.30 5134 - Training Post Reimburseable BASIC ACADEMY FEE 12,369.00 gonzalez coronado academy fee 1,767.00 harvey academy fee 1,767.00 POST EXECUTIVE SEMINAR HOTEL 1,122.66 Police Total 23,572.33 Public Works 5111 - Material And Supplies *materials and supplies 239.70 *small tools and equipment 945.05 aluminum access door 206.57 fire sprinkler covers- connection caps 71.73 metal access panel no key need strong steel access door for dryw 125.05 Packet Page. 473 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges parts for splash pads- Aquatics 830.95 swimming pool sticker labels 39.65 switches & electrical items for the blue room expansion O & M 1,975.51 valves for fire equipment 728.45 5112 - Small Tools And Equipment screws for boardups 324.06 5122 - Dues And Subscriptions Bldg Maint September 2024 prime membership 16.30 Public Works Total 5,503.02 001 - General Total 61,443.69 119 - Community Development Block Grant Community Development & Housing 5111 - Material And Supplies Housing shirt.40.95 Refund for office mats ordered for staff (21.33) Refund for office mats ordered for staff - Housing Division (314.82) Community Development & Housing Total (295.20) 119 - Community Development Block Grant Total (295.20) 123 - Federal Grant Programs Library 5111 - Material And Supplies Materials for Family Literacy programming 82.32 5122 - Dues And Subscriptions Kahoot yearly subscription fee for ESL classes.47.88 This was a currency conversion fee to the attached purchase from 0.48 Library Total 130.68 Police 5122 - Dues And Subscriptions 123-210-8999*5122 Baseball reg fees 1,365.00 Police Total 1,365.00 123 - Federal Grant Programs Total 1,495.68 124 - Animal Control Animal Services 8,472.76 124 - Animal Control Total 8,472.76 126 - Gas Tax Fund Public Works 5111 - Material And Supplies ART SUPPLIES FOR SIGNAL CABINETS 1,348.69 Packet Page. 474 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 5133 - Education And Training IMSA Traffic Signal Tech I 1,100.00 ISA FOR Forestry Supervisor 280.00 Public Works Total 2,728.69 126 - Gas Tax Fund Total 2,728.69 130 - State And Other Grant Programs Public Works 5133 - Education And Training This is for Environmental Programs Coordinator's CRRA Certification Program. Pending 1,250.00 Public Works Total 1,250.00 130 - State And Other Grant Programs Total 1,250.00 635 - Fleet Services Fund Public Works 5111 - Material And Supplies fleet screen protector & clip for phone 31.54 5112 - Small Tools And Equipment ATF refill kit for refilling sealed automatic transmissions 370.83 5122 - Dues And Subscriptions Fleet's September 2024 prime membership 16.30 Public Works Total 418.67 635 - Fleet Services Fund Total 418.67 679 - Information Technology Information Technology 5102 - Computer Equip-Non Capital Replacement battery for backup power supply.44.00 5111 - Material And Supplies Electrical cover to protect the iPad power adapter in the 3rd fl 18.12 IPAD Case 40.21 5132 - Meetings And Conferences Hotel expense for Annual MISAC Conference.957.96 5167 - Software Maintenance Domain Renewal for sbpdonline.com 69.51 Email automation software for CM's office.214.70 IEMEDIA group domain renewals.261.52 Information Technology Total 1,606.02 679 - Information Technology Total 1,606.02 111 - AB2766 Air Quality City Manager 5111 - Material And Supplies PENS.COM - 09.04.24 Rideshare Bags for Wellness & Health Fair Gi 417.52 Packet Page. 475 City of San Bernardino Purchasing Card Charges by Department September-2024 Expenditures Fund / Department / Account / Description P-Card Charges 5181 - Other Operating Expense Food 4 Less - 09.26.24 Amazon Gift Card for Rideshare Raffle Pri 50.00 City Manager Total 467.52 111 - AB2766 Air Quality Total 467.52 116 - Emergency Solutions Grant 14.231 Community Development & Housing 5132 - Meetings And Conferences Grant management training for Management Analyst II 1,146.98 Community Development & Housing Total 1,146.98 116 - Emergency Solutions Grant 14.231 Total 1,146.98 Grand Total 78,734.81 Packet Page. 476 2 1 7 9 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager C. Jeannie Fortune, Interim Director of Finance & Management Services Department:Finance & Management Services Subject:Investment Portfolio Report for July, August, September 2024 (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, accept and file the Monthly Investment Portfolio Report for July, August, September 2024. Executive Summary This action is to approve the Investment Portfolio for the month of July, August, September 2024. This is regular business of the Mayor and City Council ensuring that City investments are in compliance with the Mayor and Council approved Investment Policy. Background The City’s Statement of Investment Policy requires that a monthly Investment Portfolio Report be prepared and submitted to the Mayor and City Council. Section III, Chapter N of the City’s approved 2023-24 Investment Policy reads as follows, “The Director of Finance shall submit to the City Council, on a monthly basis, a report summarizing the individual transactions executed within the month.” The Director of Finance will prepare, review, and present the City’s Investment Portfolio Report and confirm that the portfolio is in compliance with the City’s Investment Policy. Discussion The Investment Portfolio Report provides a synopsis of investment activity for the City’s investment portfolio for the month ended July, August, September 2024. The City’s Investment Portfolio is in full compliance with the City’s current Investment Packet Page. 477 2 1 7 9 Policy and California Government Code section 53601, and there is sufficient cash flow from a combination of liquid and maturing securities, bank deposits, and income to meet the City’s expenditure requirements. 2021-2025 Strategic Targets and Goals The acceptance and filing of the attached Investment Portfolio Report aligns with Key Target No. 1: Improved Operational & Financial Capacity by implementing, maintaining, and updating a fiscal accountability plan. Fiscal Impact There is no fiscal impact associated with receiving and filing the monthly investment report. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, accept and file the Monthly Investment Portfolio Report for July, August, September 2024. Attachments Attachment 1 Investment Portfolio Management Summary Report, July 2024 Attachment 2 Investment Portfolio Management Summary Report, August 2024 Attachment 3 Investment Portfolio Management Summary Report, September 2024 Attachment 4 FY2023-24 Adopted Investment Policy Ward: All Wards Synopsis of Previous Council Actions: N/A Packet Page. 478 Packet Page. 479 Packet Page. 480 Packet Page. 481 Packet Page. 482 Packet Page. 483 Packet Page. 484 Packet Page. 485 Packet Page. 486 Packet Page. 487 Packet Page. 488 Packet Page. 489 Packet Page. 490 Packet Page. 491 Packet Page. 492 Packet Page. 493 Packet Page. 494 Packet Page. 495 Packet Page. 496 Packet Page. 497 Packet Page. 498 Packet Page. 499 Packet Page. 500 Packet Page. 501 Packet Page. 502 Packet Page. 503 Packet Page. 504 Packet Page. 505 Packet Page. 506 Packet Page. 507 Packet Page. 508 Packet Page. 509 Packet Page. 510 Packet Page. 511 CITY OF SAN BERNARDINO Investment Policy Fiscal Year 2023-24 Adopted August 2, 2023 Barbara Whitehorn Agency Director of Administrative Services C. Jeannie Fortune Deputy Director of Finance 3DFNHW 3J 137 Packet Page. 512 Exhibit A - 2 - I. PURPOSE To establish guidelines for the prudent investment of public funds in a manner that will protect City funds, meet daily cash flow expenditures, and comply with all federal, state, and local laws and ordinances governing the investment of public funds. II. POLICY & ADOPTION t shall be the policy of the City of San Bernardino to annually review and adopt an Investment Policy by resolution of the City Council. This Policy applies to all financial assets and funds held by the City of San Bernardino and the Successor Agency to the San Bernardino Redevelopment Agency. The funds covered by this policy include: *General Fund *Special Revenue Funds *Capital Project Funds *Proprietary Funds *Other funds that may be created Any modifications to the Policy must be approved by the City Council. III. PROCEDURES The Director of Finance shall annually review the City’s Investment Policy, and incorporate any changes in state law, recommendations from the City’s Investment Advisor, recommendations from the various national and state organizations of municipal finance officers, or other changes recommended by City staff. The revised Investment Policy shall be presented to the Finance Committee and the City Council for review and approval. (A) Responsibilities No person may engage in investment activities except as provided under the terms of this Policy and the procedures established by the Director of Finance. 1. Responsibilities of the City Council The City Council shall annually consider and adopt a written Investment Policy. As provided in this Policy, the Council shall receive monthly Investment Reports. Packet Pg. 138 Packet Page. 513 Exhibit A - 3 - 2. Responsibilities of the Director of Finance The Director of Finance is appointed by and serves at the pleasure of the City Manager and is subject to his/her direction and supervision. The Director of Finance is charged with responsibility for the conduct of all Finance Department operations. The City Charter places the “City Treasurer” responsibilities amongst the duties of the Director of Finance. That individual is charged with responsibility for carrying out all investment actions. He/she may delegate the day-to-day investment activities to their designee(s) but not the responsibility for the overall investment program. If authorized by the City Council, the Director of Finance may also utilize the services of an external investment advisor to assist with the investment program. The Director of Finance, through supporting staff members, is responsible to manage all public funds and securities belonging to or under the control of the City and the Successor Agency, including the deposit and investment of those funds in accordance with principles of sound treasury management and applicable laws and ordinances. Appropriate internal controls designed to ensure that assets of the City are protected from loss, theft, or misuse, including but not limited to separation of duties and multiple approvers for transactions, shall be maintained at all times in order to safeguard the City’s assets. 3. Responsibilities of the City’s Investment Advisor (if applicable) The City may engage in the services of outside professionals for evaluation and advice regarding the City’s investment program. An authorized Investment Advisor may provide investment management services, which may also include facilitating trade executions under the direction of the Director of Finance or designee. Any Investment Advisor shall be registered by the Securities and Exchange Commission and licensed to do business in the State of California. An authorized Investment Advisor shall invest the City’s funds in investments that are in compliance with this policy and provide accurate and timely reports of its investment activities to City staff. The Investment Advisor shall never take possession of the City’s funds or assets. Packet Pg. 139 Packet Page. 514 Exhibit A - 4 - 4. Internal Controls The Director of Finance is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft, fraud or misuse. The City’s external independent auditing firm shall perform an annual analysis and review of internal controls, account activity and compliance with policies and procedures. (B) Prudent Investor Rule The standard of prudence to be used by the Director of Finance shall be the “prudent investor” standard. This shall be applied in the context of managing an overall portfolio. The “Prudent Investor Rule” provides, pursuant to California Government Code Section 53600.3, that investments shall be made with judgment and care—under circumstances then prevailing—which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. The Director of Finance and any designee of the Director of Finance, as investment officers acting in accordance with written procedures and the investment policy and exercising due diligence, shall be relieved of personal responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported to the City Council in a timely fashion and appropriate action is taken to control adverse developments. (C) Ethics and Conflicts of Interest In addition to state and local statutes relating to conflicts of interest, all persons involved in the investment process shall refrain from personal business activity that conflicts with proper execution of the investment program or impairs their ability to make impartial investment decisions. Employees and investment officers are required to annually file applicable financial disclosures as required for “public officials who manage public investments” by the Fair Political Practices Commission (FPPC) and are subject to California law relative to conflicts of interest. Packet Pg. 140 Packet Page. 515 Exhibit A - 5 - (D) Level of Investment The City strives to maintain the level of investment of all investable cash as near to 100 percent as possible through current and projected cash flow management. The Director of Finance shall maintain a system to monitor and forecast revenues and expenditures so that City funds can be invested to the fullest extent possible while providing sufficient liquidity to meet the City’s reasonably anticipated cash flow requirements. Maturities of investments will be selected to provide necessary liquidity, manage interest rate risk, and optimize earnings. Because of inherent difficulties in accurately forecasting cash flow requirements, a portion of the portfolio should be continuously invested in readily available funds. (E) Investment Objectives The City seeks safety and liquidity in all of its investments followed by yield. Safety, liquidity, and yield are defined as follows: 1.Safety. Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. 2. Liquidity. The investment portfolio shall remain sufficiently liquid to meet operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands. 3. Yield. The investment portfolio shall be designed with the objective of attaining a market rate of return, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. (F) Allowable Investments The investments listed in this Policy are authorized investments pursuant to Sections 53601 and 53635 of the California Government Code and are authorized investments for the City subject, however, to the restrictions set forth in Section “K” of this Investment Policy. In the event that an apparent discrepancy is found between this Policy and the Government Code, the more restrictive parameters will take precedence. Packet Pg. 141 Packet Page. 516 Exhibit A - 6 - (G) Collateralization If collateral is required for a particular investment type, it will be provided in compliance with California Government Code requirements. (H) Investment Pools/Mutual Funds Prior to investing in any pooled investment program (e.g., LAIF, money market funds), the Director of Finance will review the program’s documentation (e.g., investment policy, policies for participation, fees) to determine the appropriateness of the pool for City funds. Whenever the City has funds invested in a pooled investment program, the Director of Finance should periodically review the pool’s investment holdings. The review shall, at a minimum, obtain the following information: •A description of eligible investment securities, and a written statement of investment policy and objectives. •A description of interest calculations and how it is distributed, and how gains and losses are treated. •A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. •A description of who may invest in the program, how often, and what size of deposits and withdrawals are allowed. •A schedule for receiving statements and portfolio listings. •A description of how the pool/fund utilizes reserves, retained earnings, etc. •A fee schedule, including when and how fees are assessed. •The eligibility of the pool/fund to invest in bond proceeds and special district funds, and a description of its practices (I) Diversification The City shall diversify the investments within the portfolio to avoid incurring unreasonable risks inherent in over-investing in specific instruments, individual financial institutions, or maturities. To promote diversification, no more than 5% of the portfolio may be invested in the securities of any one issuer, regardless of security type; excluding U.S. Treasuries, federal agencies, supranationals, and pooled investments such as LAIF, money market funds, or local government investment pools. Packet Pg. 142 Packet Page. 517 Exhibit A - 7 - (J) Maximum Maturities For those investment types for which this Policy does not specify a maturity limit, no individual investment shall exceed a maturity of five years from the date of purchase unless the City Council has granted express authority to make that investment either specifically or as a part of an investment program approved by the City Council no less than three months prior to the investment. The weighted average duration of the investment portfolio shall not exceed 3.0 years. (K) Authorized Investments of the City The following types of investments are authorized by this Policy: 1. U.S. Treasury Instruments. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. There is no limitation as to the percentage of the City’s portfolio that may be invested in this category. The maximum maturity for this investment is five years from the time of purchase. 2.State of California’s Local Agency Investment Fund (LAIF). A State of California-managed investment pool. The maximum amount invested in this category may not exceed the limit set by LAIF for operating accounts. For 2023 that deposit limit is $75 million. 3.Local Government Investment Pools (“LGIP”). Shares of beneficial interest issued by joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in Government Code (e.g. Cal Trust). The City will limit investments to LGIPs that seek to maintain a stable net asset value. There is no limitation as to the percentage of the City’s portfolio that may be invested in this category. 4.Municipal Bonds. Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. Packet Pg. 143 Packet Page. 518 Exhibit A - 8 - Bonds, notes, warrants, or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. Purchases are limited to securities rated in a rating category of “A” (long- term) or “A-1” (short-term) or their equivalents or better by a Nationally Recognized Statistical Rating Organization (NRSRO). A maximum of 30% the City’s portfolio may be invested in this category. The maximum maturity for this investment is five years from the time of purchase. 5.Federal Agency Securities. Federal agency or United States government- sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. There is no limitation as to the percentage of the City’s portfolio that may be invested in this category. The maximum maturity for this investment is five years from the time of purchase. 6.Negotiable Certificates of Deposit. Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank. Securities in this category shall be limited to the maximum amount covered by federal deposit insurance currently set at $250,000. A maximum of 30% of the City’s portfolio may be invested in this category. The maximum maturity for this investment is five years from the time of purchase. 7.Commercial Paper. Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation; (B) Has total assets in excess of five hundred million dollars ($500,000,000), and (C) Has debt other than commercial paper, if any, that is rated in a rating category of “A” or its equivalent or better by an NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company, (B) Has program-wide credit enhancements Packet Pg. 144 Packet Page. 519 Exhibit A - 9 - including, but not limited to, overcollateralization, letters of credit, or a surety bond, and (C) Has commercial paper that is rated “A-1” or better, or the equivalent, by an NRSRO. Purchases are limited to securities that have a maximum maturity of 270 days. A maximum of 25% the City’s portfolio may be invested in this category with a maximum of 5% per issuer. 8. Corporate or Medium-Term Notes. Corporate or medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Purchases are limited to securities rated in a rating category of “A” or its equivalent or better by an NRSRO. A maximum of 30% the City’s portfolio may be invested in this category with a maximum of 5% per issuer. 9. Money Market Funds (“MMF”). Purchases are restricted to Government Money Market Funds. Furthermore, these Money Market Funds must have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs, or (B) Retained an investment advisor with not less than five years’ experience and registered or exempt from registration with the SEC, with assets under management in excess of five hundred million dollars ($500,000,000). A maximum of 20% of the City’s portfolio may be invested in this category. 10. Supranational Obligations. United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated in a rating category of “AA” or its equivalent or better by a NRSRO. A maximum of 10% the City’s portfolio may be invested in this category with a maximum of 5% per issuer. State law limits the percentage to 30% of the portfolio. 11.Bankers Acceptances. Bankers’ acceptances are short-term debt instruments issued by a company that is guaranteed by a commercial bank. Packet Pg. 145 Packet Page. 520 Exhibit A - 10 - Bankers Acceptances are limited to institutions with short-term debt obligations of A-1 or higher and have long term debt obligations rated “A” or higher, or the equivalent by a NRSRO. The maturity shall not exceed 180 days and no more than 30 percent of the total portfolio may be invested in banker’s acceptances and no more than 5% per issuer. City of San Bernardino Authorized Investment Policy Table Investment Type Maximum Term Maximum % of Portfolio Maximum per Issuer Minimum Rating US Treasury Obligations 5 Years NONE NONE NONE Local Agency Investment Fund (LAIF)N/A The City may invest up to the maximum amount permitted by California state law. N/A NONE Joint Powers/Local Government Investment Pool N/A NONE N/A NONE Municipal Debt 5 Years 30%A1, A Federal Agency Obligations 5 Years NONE NONE NONE Certificate of Deposits 5 Years 30%NONE Securities in this category shall be limited to the maximum amount covered by federal deposit insurance. Commercial Paper 270 Days 25%5%A1/P1, A Medium Term/Corporate Notes 5 Years 30%5%A Money Market Mutual Funds N/A 20%NONE AAA Supranational Obligations (IBRD, IFC, IDB) 5 Years 10%5%M Banker’s Acceptances 180 Days 30%5%A1, A Packet Pg. 146 Packet Page. 521 Exhibit A - 11 - (L) Prohibited Investments Furthermore, the City will not invest in inverse floaters, range notes, mortgage- derived, interest-only strips, or any security that could result in zero interest accrual if held to maturity. In order to anticipate market changes and provide a level of security for all funds, the collateralization level will 100% of market value for Certificate of Deposits and 102% for reverse purchase agreements or principal and accrued interest. Collateral will always be held by an independent third party with whom the entity has a current custodial relationship (M) Performance Standards The investment portfolio shall be managed with the objective of obtaining a market-average rate of return during budgetary and economic cycles, considering the City’s investment risk constraints and the cash flow needs. Investment return is a consideration only after the core investment portfolio tenets of safety and liquidity have been met. The Director of Finance will adopt a benchmark which best approximates the composition and weighted average maturity of the City’s portfolio. The City will monitor the City’s portfolio yield against the US Treasury Constant Maturity and the performance yield presented by LAIF. However, the benchmark will be used only as a reference tool and does not infer that the portfolio will be managed in an attempt to attain or exceed the stated benchmark. Benchmarks may change over time based on changes in market conditions or cash flow requirements. The selected performance benchmarks shall be representative of the City’s overall investment objectives and liquidity requirements. (N) Investment Reporting The Director of Finance shall submit to the City Council, on a monthly basis, a report summarizing the individual transactions executed within the month. The Director of Finance shall submit to the City Council on a quarterly basis a report summarizing the status of the current investment portfolio and the individual transactions executed over the last quarter. The report shall be prepared in a manner which shall allow the City Council to ascertain whether investment activities during the reporting period have conformed to the Investment Policy. Packet Pg. 147 Packet Page. 522 Exhibit A - 12 - The report will include the following elements: •Type of investment •Institution/Issuer •Purchase Date •Date of maturity •Amount of deposit or cost of the investment •Face value of the investment •Current market value of securities and source of valuation •Rate of interest •Interest earnings •Statement relating the report to its compliance with the Statement of Investment Policy or the manner in which the portfolio is not in compliance •Statement on availability of funds to meet the next six month’s obligations •Percentage of Portfolio by Investment Type •Days to Maturity for all Investments •Comparative report on Monthly Investment Balances & Interest Yields •Monthly transactions (O) Portfolio Review The Director of Finance shall continually monitor portfolio performance to ensure that the securities in the portfolio are in compliance with this Policy. The Director of Finance shall report any issues of material non-compliance in the next monthly Investment Report. Percentage holding limits and diversification requirements listed in this Policy apply at the time a security is purchased. If a percentage holding limit or diversification requirement is exceeded due to a subsequent change in the portfolio, it is not a compliance violation, but no additional securities may be purchased in that category or for that issuer until the holdings are back under the Policy limits. Credit ratings, where shown, specify the minimum credit rating category required at purchase. In the event a security held by the City is subject to a credit rating change that brings it below the minimum credit ratings specified in this Policy, the Director of Finance will notify the City Council of the change in the next monthly Investment Report. The course of action to be followed will then be decided on a case-by-case basis, considering such factors as the reason for the change, prognosis for recovery or further rating downgrades, and the market price of the security. If a security is determined to be out of compliance with this Policy due to a subsequent change in this Policy or the Government Code, it may be held to maturity unless there is a requirement that the security be sold. Packet Pg. 148 Packet Page. 523 Exhibit A - 13 - (P) Debt Proceeds Debt proceeds and bond reserve funds are to be invested in accordance with their respective bond indenture. If the indenture is silent as to the permitted investments, the bond proceeds will be invested in the securities permitted by this Policy. Notwithstanding the other provisions of this Policy, the percentage limitations listed elsewhere in this Policy do not apply to bond proceeds and bond proceeds may be invested beyond five years if the maturities of such investments do not exceed the expected use of the funds, the investments are deemed prudent in the opinion of the Director of Finance, and the investments are not prohibited by the applicable bond documents. Tax and Revenue Anticipation Notes or other temporary financing proceeds shall not be invested for a term that exceeds the term of the debt. (Q) Safekeeping To protect against potential losses by collapse of individual securities dealers, all deliverable securities owned by the City, including collateral on repurchase agreements, shall be held in safekeeping by a third party bank trust department acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. All deliverable securities will be received and delivered using standard delivery-versus-payment procedures. (R) Qualified Financial Institutions and Broker/Dealers The Director of Finance shall maintain a list of approved financial institutions authorized to provide investment related services to the City. In addition, the City shall maintain a list of approved security broker/dealers selected by conducting a process of due diligence. These may include ‘primary’ dealers or regional dealers that qualify under Securities and Exchange Commission (“SEC”) Rule 15C3-1 (uniform net capital rule). A copy of this Investment Policy shall be sent annually to all firms with which the City executes investments. Additionally, all financial institutions and broker/dealers who desire to become qualified bidders of investment transactions must provide the Director of Finance with the following: •Audited Financial Statements •Proof of State Registration •Copy of most recently filed Financial Industry Regulated Authority (FINRA) documentation •Certification of having read the Investment Policy and depository contracts of the City of San Bernardino Packet Pg. 149 Packet Page. 524 Exhibit A - 14 - The Director of Finance will review the existing list of either qualified broker/dealers or qualified bidders for investment transactions on an annual basis. At the discretion of the Director of Finance, and with the due diligence noted above, add or delete either broker/dealers or qualified bidders. (S) Continuing Education and Training To ensure the highest level of professional standards for the execution of the investment program, investment staff responsible for the day-to-day management of the portfolio are encouraged to engage in continuing education in the areas of cash and investment management. Packet Pg. 150 Packet Page. 525 Exhibit A - 15 - GLOSSARY AGENCIES: Federal agency securities. BANKERS’ ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. The drafts are drawn on a bank by an exporter or importer to obtain funds to pay for specific merchandise. An acceptance is a high grade negotiable instrument. BENCHMARK: A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio’s investments. BROKER: A broker brings buyers and sellers together for a commission. He/she does not take a position. CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Large-denomination CD’s are typically negotiable. COLLATERAL: Securities, evidence of deposit or other property, which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMMERCIAL PAPER: Short term unsecured promissory note issued by a corporation (including limited liability companies) to raise working capital. These negotiable instruments are purchased at a discount to par value or at par value with interest bearing. Commercial paper is issued by corporations such as General Motors Acceptance Corporation, IBM, Bank of America, etc. COUPON: a) The annual rate of interest that a bond’s issuer promises to pay the bondholder on the bond’s face value. b) A certificate attached to a bond evidencing interest due on a payment date. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions; buying and selling for his/her own account. DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: delivery versus payment and delivery versus receipt. Delivery versus payment is delivery of securities with an Packet Pg. 151 Packet Page. 526 Exhibit A - 16 - exchange of money for the securities. Delivery versus receipt is delivery of securities with an exchange of a signed receipt for the securities. DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions (e.g. S&L’s, Small business firms, students, farmers, farm cooperatives, and exporters). FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A Federal agency that insures bank deposits, currently up to $250,000 per deposit. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and a reasonable size can be done at those quotes. LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers’ acceptances, etc.) are issued and traded. NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (“NRSRO”): Firms that review and assess the creditworthiness of an obligor as an entity or with respect to specific securities or money market instruments and express their opinion in the form of a letter rating. A credit rating agency may apply to the SEC for registration as a nationally recognized statistical rating organization (“NRSRO”). The primary rating agencies are Standard & Poor’s Corporation, Moody’s Investor Services, Inc. and Fitch, Inc. Packet Pg. 152 Packet Page. 527 Exhibit A - 17 - NEGOTIABLE CERTIFICATES OF DEPOSIT: Generally, short-term debt instrument that usually pays interest and is issued by a bank, savings or federal association, state or federal credit union, or state-licensed branch of a foreign bank. Negotiable CDs are traded in a·secondary market and are payable upon order to the bearer or initial depositor (investor). Negotiable CDs are insured by FDIC up to $250,000, but they are not collateralized beyond that amount. NON-NEGOTIABLE CERTIFICATES OF DEPOSIT: CDs that carry a penalty if redeemed prior to maturity. Non-negotiable CDs issued by banks and savings and loans are insured by the Federal Deposit Insurance Corporation up to the amount of $250,000, including principal and interest. Amounts deposited above this amount may be secured with other forms of collateral through an agreement between the investor and the issuer. Collateral may include other securities including Treasuries or agency securities such as those issued by the Federal National Mortgage Association. PORTFOLIO: Collection of securities held by an investor. PRIMARY DEALER: A group of government securities dealers who submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC)-registered securities broker/dealers, banks and a few unregulated firms. PRUDENT PERSON RULE: An investment standard. In some states, the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the custody state—the so-called “legal list”. In other states, the trustee may invest in a security if it is one that would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity; on a bond, the current income return. SAFEKEEPING: The service provided by banks and trust companies for clients when the bank or trust company stores the securities, takes in coupon payments, and redeems issues at maturity. SECURITIES & EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transactions by administering securities legislation. SEC RULE 150-1: See “Uniform Net Capital Rule”. Packet Pg. 153 Packet Page. 528 Exhibit A - 18 - SUPRANATIONAL SECURITIES: United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter- American Development Bank (IDB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated “AA” or better by an NRSRO and shall not exceed 10 percent of the agency’s moneys that may be invested pursuant to this section. TREASURY BILLS: A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year. TREASURY BOND: Long-term U.S. Treasury securities having initial maturities of more than 10 years. TREASURY NOTES: Intermediate-term coupon bearing U.S. Treasury having initial maturities of from one year to ten years. UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker/dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) Income Yield is obtained by dividing the current dollar income by the current market price for the security. (b) Net Yield or Yield to Maturity is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. Packet Pg. 154 Packet Page. 529 2 3 2 2 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; C. Jeannie Fortune, Interim Director of Finance & Management Services Department:Finance & Management Services Subject:Resolution to Approve the Recognized Obligation Payment Schedule (ROPS) 2025-26 A and B (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, acting in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino: 1. Adopt Resolution No. 2024-223 to Approve the Recognized Obligation Payment Schedule (ROPS) 25-26 A and B; and 2. Authorize the City Manager, as the Successor Agency’s Executive Director or designee, to: a. Transmit the ROPS 25-26 A and B to the State Department of Finance and other designated agencies as prescribed by the California Health and Safety Code (HSC); b. Make ministerial revisions to ROPS 25-26 A and B, which may include, but are not limited to restating the information included within ROPS 25- 26 A and B in any format that may be requested by the State Department of Finance; c. Take such other actions and execute such other documents as are necessary to effectuate the ROPS; and d. Implement ROPS 25-26 A and B on behalf of the Successor Agency, including authorizing and causing such payments as authorized by ROPS 25-26 A and B. Packet Page. 530 2 3 2 2 Executive Summary Approval of the ROPS is necessary to fulfill the statutory obligations of the former Redevelopment Agency of the City of San Bernardino, as required under California's Health and Safety Code and meet its outstanding financial commitments. There is no impact to the City’s General Fund, as the payments under the ROPS will be made through the Redevelopment Property Tax Trust Fund (RPTTF). The City Manager, acting as Executive Director, is also authorized to transmit the ROPS, make revisions, and implement the approved schedule. Background Pursuant to Health and Safety Code (the “HSC”) §34172 (a)(1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012. Consistent with the provisions of the HSC, on January 9, 2012, the Mayor and City Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”). As part of the dissolution process, successor agencies must annually submit a Recognized Obligation Payment Schedule (ROPS), listing all enforceable obligations for the upcoming fiscal year. The ROPS outlines obligations such as bond payments, loan repayments, project contracts, and other enforceable financial commitments. Failure to submit or comply with ROPS requirements could result in penalties, including the withholding of property tax revenues that fund these obligations. The San Bernardino County Wide Oversight Board (the “CWOB”) was established effective July 1, 2018, pursuant to HSC §34179(j) to assist in the wind-down of dissolved redevelopment agencies within the County of San Bernardino. All of the local oversight boards in California were dissolved on June 30, 2018, by operation of law. Discussion Per HSC § 34177 (o)(1), the Successor Agency is required to prepare a Recognized Obligation Payment Schedule (the “ROPS”) before each twelve-month fiscal year period. Pursuant to HSC § 34180 (g), CWOB approval is required for the establishment of each ROPS. HSC § 34177 (o)(1), requires that the Successor Agency submit a CWOB-approved ROPS 25-26 A and B for the period of July 2025 through June 2026 to the State Department of Finance (the “DOF”), State Controller’s Office and the County Auditor-Controller no later than February 1, 2025 (the “Submission Deadline”). The RPS includes a detailed list of enforceable obligations, such as: •Bond Debt Service Payments - The redevelopment agency issued bonds to fund large-scale infrastructure and development projects. These bonds still require repayment through property tax increment revenues that are now administered through the RPTTF. •Administrative Costs – The Successor Agency is entitled to receive a portion of the RPTTF to cover administrative costs associated with winding down the agency’s activities. The ROPS attachment includes a detailed description of these costs. Packet Page. 531 2 3 2 2 Following approval by the Mayor and City Council of the City of San Bernardino, California, acting in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, the Countywide Overside Board will consider approval of the Successor Agency’s ROPS 25-26 A and B on December 6, 2024, after which, will be sent to the Department of Finance prior to February 1, 2025. 2021-2025 Strategic Targets and Goals Approval of the ROPS 2024-25 aligns with Key Target No. 1: Improved Operational & Financial Capacity by ensuring that the financial and administrative requirements to dissolve the former redevelopment agency are completed in accordance with all relevant statutes. Fiscal Impact As this is a Successor Agency action, there is no direct fiscal impact to the General Fund from this action. The total enforceable obligations expected to be paid primarily by the Redevelopment Property Tax Trust Fund (RPTTF) are $8,139,630. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, acting in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino: 1. Adopt Resolution No. 2024-223 to Approve the Recognized Obligation Payment Schedule (ROPS) 25-26 A and B; and 2. Authorize the City Manager, as the Successor Agency’s Executive Director or designee, to: a. Transmit the ROPS 25-26 A and B to the State Department of Finance and other designated agencies as prescribed by the California Health and Safety Code (HSC); b. Make ministerial revisions to ROPS 25-26 A and B, which may include, but are not limited to restating the information included within ROPS 25- 26 A and B in any format that may be requested by the State Department of Finance; c. Take such other actions and execute such other documents as are necessary to effectuate the ROPS; and d. Implement ROPS 25-26 A and B on behalf of the Successor Agency, including authorizing and causing such payments as authorized by ROPS 25-26 A and B. Attachments Attachment 1 – Resolution No. 2024-223 Attachment 2 – Resolution No. 2024-223, Exhibit A, Recognized Obligation Payment Schedule-ROPS 2025-26 Packet Page. 532 2 3 2 2 Ward: All Wards Synopsis of Previous Council Actions: The Successor Agency considers the adoption of the ROPS annually. ROPS 25-26 represents the fourteenth (14th) fiscal year for the winding down of the former redevelopment agency activities. Packet Page. 533 Resolution No. 2024-223 Resolution 2024-223 November 20, 2024 Page 1 of 3 5 4 7 1 RESOLUTION NO. 2024-223 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING RECOGNIZED OBLIGATION PAYMENT SCHEDULE 2025-26 A AND B, FOR THE PERIOD OF JULY 1, 2025 THROUGH JUNE 30, 2026 AND APPROVING CERTAIN RELATED ACTIONS. WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (a)(l),the Redevelopment Agency of the City of San Bernardino was dissolved February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and City Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency"); and WHEREAS, pursuant to HSC §34179(j) the San Bernardino County Wide Oversight Board (the “CWOB”) was established effective July 1, 2018 to assist in the wind-down of dissolved redevelopment agencies within the County of San Bernardino; and WHEREAS, per HSC § 34177 (o)(1), the Successor Agency is required to prepare a Recognized Obligation Payment Schedule (the “ROPS”) before each twelve-month fiscal year period. ROPS is the basis for the Successor Agency's authority to make payments; and WHEREAS, pursuant to HSC § 34180 (g), CWOB approval is required for the establishment of each ROPS; and WHEREAS, per HSC § 34177 (o)(1), requires that the Successor Agency submit a CWOB-approved ROPS 25-26 A and B for the period of July 2025 through June 2026 to the State Department of Finance (the “DOF”), State Controller’s Office and the County Auditor-Controller no later than February 1, 2025 (the “Submission Deadline”); and WHEREAS, the ROPS 2025-26 A and B, which is appended to this Resolution as Exhibit "A." BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The above recitals are true and correct and are incorporated herein by this reference. Packet Page. 534 Resolution No. 2024-223 Resolution 2024-223 November 20, 2024 Page 2 of 3 5 4 7 1 SECTION 2. The Successor Agency’s ROPS 2025-26 A and B for the period of July 1, 2025 through June 30, 2026, which is attached hereto as Exhibit “A” is approved, inclusive of each enforceable obligation. SECTION 3. The City Manager, as Executive Director of the Successor Agency, or designee, is hereby authorized and directed to a) implement ROPS 2025-26 A and B on behalf of the Successor Agency; an d b) take such necessary actions and execute such documents as are necessary to effectuate the intent of this Resolution, inclusive of authorizing ministerial revisions to the Successor Agency's ROPS 2025-26 A and B. SECTION 4. That the Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 6.Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November 2024. Helen Tran, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 535 Resolution No. 2024-223 Resolution 2024-223 November 20, 2024 Page 3 of 3 5 4 7 1 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-223, adopted at a regular meeting held on the 20th day of November 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 536 Successor Agency:Successor Agency to the Redevelopment Agency of the City of San Bernardino County:San Bernardino Current Period Requested Funding for Enforceable Obligations (ROPS Detail) 25-26 A Total (July - December) 25-26 B Total (January - June)ROPS 25-26 Total A Enforceable Obligations Funded as Follows (B+C+D):3,585,194$ -$ 3,585,194$ B Bond Proceeds 3,585,194 - 3,585,194 C Reserve Balance - - - D Other Funds - - - E Redevelopment Property Tax Trust Fund (RPTTF) (F+G):4,404,539$ 149,897$ 4,554,436$ F RPTTF 4,364,269 146,832 4,511,101 G Administrative RPTTF 40,270 3,065 43,335 H Current Period Enforceable Obligations (A+E):7,989,733$ 149,897$ 8,139,630$ Certification of Oversight Board Chairman:Name Title Pursuant to Section 34177 (o) of the Health and Safety Code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named successor agency.Signature Date Recognized Obligation Payment Schedule (ROPS 25-26) - Summary Filed for the July 1, 2025 through June 30, 2026 Period Packet Page. 537 A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF 22,706,910$ 8,139,630$ 3,585,194$ -$ -$ 4,364,269$ 40,270$ 7,989,733$ -$ -$ -$ 146,832$ 3,065$ 149,897$ 8 2005A TABs Bonds Issued On or Before 12/31/10 9/22/2005 10/1/2025 US Bank SC, CCN, SEIP, NW, TRI, UP and SV Projects All 2,628,456 2,628,456$ $2,628,456 2,628,456$ -$ 9 2005B TABs Bonds Issued On or Before 12/31/10 9/222005 10/1/2025 US Bank SC, CCN, SEIP, NW, TRI, UP and SV Projects All 956,738 956,738$ $956,738 956,738$ -$ 12 1995H Highland Lutheran SR Housing Revenue Bonds Issued On or Before 12/31/10 7/1/1995 7/1/2025 US Bank Sr Housing Complex All 150,528 150,528$ $150,528 150,528$ -$ 13 1995R Casa Ramona Sr Housing Revenue Bonds Issued On or Before 12/31/10 6/19/1995 7/1/2025 US Bank Ramona Sr Housing Complex All 129,922 129,922$ $129,922 129,922$ -$ 30 PERS - Unfunded Pension Obligation Unfunded Liabilities 6/30/2010 6/30/2047 CalPERS The amount of the unfunded pension obligation was established by Cal PERS All 8,124,291 884,000$ $884,000 884,000$ -$ 31 Retiree Health Benefit Miscellaneous 6/23/2005 8/10/2045 Various Retired Employees Retiree Supplemental Health Benefit per Agency Policy All 418,300 36,520$ $18,260 18,260$ $18,260 18,260$ 32 Successor Agency Admin.Admin Costs 2/1/2012 4/1/2030 Various Employees & Vendors Various admin activities in support of the dissolution of the former RDA (equals 3% of excel Cell N-6) All 287,525 43,335$ $40,270 40,270$ $3,065 3,065$ 84 Securities Servicing Fees 3/2/1998 4/1/2030 US Bank Securities Servicing of all Bonds All 126,640 20,500$ $8,500 8,500$ $12,000 12,000$ 96 Reimbursement Agreement for Debt Service on 1999 COPs Bonds Issued On or Before 12/31/10 9/29/1999 9/1/2024 City of San Bernardino Reimbursement for Debt Service for 1999 COPs (201 Bldg. & South Valle) All - -$ $0 -$ $0 -$ 120 Continuing Disclosure Services Professional Services 10/1/2012 12/1/2031 Urban Futures, Inc. Continuing Disclosure Services for 2002, 2002A, 2005A, 2005B, 2006, 2010A and 2010B TABs - ROPS "B" Cycle Only All 58,000 5,000$ -$ $5,000 5,000$ 125 2016 Refunding TABs (Interest Portion Only) Refunding Bonds Issued After 6/27/12 3/232016 12/1/2031 US Bank Refunding TABs of the 1998B, 2002, 2002A and 2006 TABs and the 2010 and 2011 EB-5 Notes All 608,375 253,600$ $158,675 158,675$ $94,925 94,925$ 126 2016 Refunding TABs (Principal Reduction Portion Only) Refunding Bonds Issued After 6/27/12 3/232016 12/1/2031 US Bank Refunding TABs of the 1998B, 2002, 2002A and 2006 TABs and the 2010 and 2011 EB-5 Notes All 6,810,000 2,550,000$ $2,550,000 2,550,000$ -$ 132 Capital Improvement Projects Funded by 2010B TABs Bond Funded Project – 2011 4/1/2016 12/31/2019 City of San Bernardino Capital improvements to be selected consistent with the applicable bond documents to be managed by City. Per the BEA and DOF approval, $135,078 has been transferred to the City. Any balance to be transfered requires a Last and Final ROPS. All 945,545 945,545$ $945,545 945,545$ -$ 134 2021 Refunding TABs (Interest and Principal Portion) Refunding Bonds Issued After 6/27/12 7/8/2021 12/1/2031 Per Judgement or Settlement Payment as due per a judgment/settlement of Los Angeles Superior Court Case Nos. BC465755 and BC468955, Placo San Bernardino LLC v San Bernardino Redevelopment Agency, et al. All 2,408,135 481,031$ $464,384 464,384$ $16,647 16,647$ -$ -$ -$ Item #96 Debt Service is paid -$ -$ -$ -$ -$ -$ Item #132 was removed. -$ -$ -$ Denied by DOF in FY2022-23 -$ -$ -$ Successor Agency of the City of San Bernardino Recognized Obligation Payment Schedule (ROPS 25-26) - ROPS Detail July 1, 2025 through June 30, 2026 (Report Amounts in Whole Dollars) Item #Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date Contract/Agreement Termination Date Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation 25-26 B TotalRetiredROPS 25-26 Total 25-26 A (July - December) Fund Sources 25-26 A Total 25-26 B (January - June) Fund Sources Packet Page. 538 A B C D E F G H Reserve Balance Other Funds RPTTF Bonds issued on or before 12/31/10 Bonds issued on or after 01/01/11 Prior ROPS RPTTF and Reserve Balances retained for future period(s) Rent, Grants, Interest, etc. Non-Admin and Admin 1 Beginning Available Cash Balance (Actual 07/01/22) RPTTF amount should exclude "A" period distribution amount 11,386,681 0 0 0 2,608,903 Cell C-1 is the ending Cash Balance with Fiscal Agent (FY2021-22 Annual Comprehensive Financial Report-ACFR), p-40, which represents the beginning cash balance for FY2022-23. G-1 represents prior period adjustments from 2019-20, 2020-21 & 2021-22. 2 Revenue/Income (Actual 06/30/22) RPTTF amount should tie to the ROPS 22-23 total distribution from the County Auditor-Controller 0 0 0 0 9,192,856 Cell F-2 represents interest earnings on idle Successor funds, already reprogrammed in future ROPS. The amount shown in Cell G-2 equals the actual RPTTF funds received for ROPS 22-23. 3 Expenditures for ROPS 22-23 Enforceable Obligations (Actual 06/30/23) 1,991,316 0 0 0 8,061,792 Cell F-3 represents the amount of Bond Proceeds on hand with US Bank as Trustee used for the 2005A ($1,350,487.73), 2005B ($640,754.34), 1999 COPs ($50.57), 2016 TABs interest ($4.33), 2016 TABS principal ($14.96), 2021A Refunding bonds ($4.28) . Cell G-3 represents the expenditures from RPTTF for ROPS 22-23. 4 Retention of Available Cash Balance (Actual 06/30/23) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 9,436,663 0 0 34,450 2,150,500 Cell C-4 is the ending Cash Balance with Fiscal Agent (FY2022-23 Annual Comprehensive Financial Report-ACFR), p-41. Cell F-4 is the approved use of Other Funds in ROPS 23-24 for 1995R Casa Ramon Sr. Housing. Cell G-4 are the 20-21 PPA (ROPS 23-24) of $468,804, and 21-22 PPA (ROPS 24-25) of $1,681,696. 5 ROPS 22-23 RPTTF Prior Period Adjustment RPTTF amount should tie to the Agency's ROPS 22-23 PPA form submitted to the CAC 1,589,467 Cell G-1 G-1 represents prior period adjustments from 2019-20, 2020-21 & 2021-22. The estimated Prior Period Adjustment for FY 22-23 in the amount of $1,589,467 will reduce the RPTTF in FY 25-26, which is shown in G-5. 6 Ending Actual Available Cash Balance (06/30/23) C to F = (1 + 2 - 3 - 4), G = (1 + 2 - 3 - 4 - 5) (41,298)$ 0$ 0$ (34,450)$ 0$ No entry required Successor Agency of the City of San Bernardino Recognized Obligation Payment Schedule (ROPS 25-26) - Report of Cash Balances July 1, 2022 through June 30, 2023 (Report Amounts in Whole Dollars) ROPS 22-23 Cash Balances (07/01/22 - 06/30/23) Fund Sources Comments Bond Proceeds Packet Page. 539 Item #Notes/Comments 8 The 2005A TABs last debt service payment of Principal: $2,555,000, and Interest: $73,456.25 totaling $2,628,456.25 is due of 10-01-2025. The Agency has sufficient cash reserves with the Fiscal Agent (US Bank) to pay for this last payment. 9 The 2005B TABs last debt service payment of Principal: $930,000, and Interest: $26,737.50 totaling $956,737.50 is due on 10-01-2025. The Agency has sufficient cash reserves with the Fiscal Agent (US Bank) to pay for this last payment. (City of San Bernardino) Recognized Obligation Payment Schedule (ROPS 25-26) - Notes July 1, 2025 through June 30, 2026 Packet Page. 540 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Rolland Kornblau, Director of Information Technology Department:Information Technology Subject:Request for Purchase Authorization to expand cloud- hosted VoIP phone system for the Library and Parks and Recreation (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Authorize the City Manager to execute a Vendor Services Agreement with Intelesys for purchasing Voice Over Internet Protocol (VoIP) services using the TIPS agreement, as approved for funding through the FY 2024/25 Operating Budget; and 2. Authorize the Director of Finance & Management Services to issue purchase orders in the amount not to exceed $58,166.28 for the 24-month term to Intelesys and GoTo for the Voice Over Internet Protocol (VoIP) services; and 3. Authorize the Director of Information Technology to add additional lines of service as needed during the term of service for new hires or locations. Executive Summary The City Council approved the implementation of a cloud-hosted VoIP system for Animal Services on February 21, 2024. This initiated the effort to transition operational hardware from the vacant building at 300 N D Street to a cloud-hosted VoIP system. Expanding the adoption of cloud-hosted VoIP technology to the Library and Parks and Recreational department brings additional cost savings, increased efficiency, and enhanced features like voicemail-to-email and video conferencing, which are expected to improve connectivity and productivity. The financial plan includes a first-year cost of $34,163.48. Year two cost for monthly services is $18,714.96, with a 10% contingency of $5,287.84 for unforeseen expenses, ensuring Packet Page. 541 the project stays within budget. The total for this two-year project is $58,166.28. Background On February 21, 2024, Mayor and City Council approved a cloud-hosted Voice over Internet Protocol (VoIP) system for Animal Services. The department successfully transitioned from an onsite phone system that was located in the vacant 300 N D Street building to a cloud-hosted VoIP system, marking a significant step in modernizing and relocating the communication infrastructure. The remaining city departments phone system are currently housed in the basement of the vacant building at 300 N D Street. Opting for the VoIP cloud-hosted transition for the Library and Parks & Recreation is a cost-effective alternative to relocating the entire phone system. The initiative is also a part of a broader effort to integrate all city locations into the VoIP system. Discussion Staff is seeking approval for a purchase order with Intelesys and GoTo for up to $58,166.28 for acquiring cloud-hosted VoIP services, associated hardware, and installation to enhance the phone system of the Library and Parks and Recreation. This aligns with the goal to extend VoIP services to all departments to modernize communication infrastructure, leading to improved efficiency and potential cost savings and flexibility. Cloud-hosted VoIP technology utilizes the internet for communication, making it a cost-effective solution as it often reduces call costs. The enhanced features such as voicemail to email, call forwarding, and video conferencing are often included, improving connectivity and productivity. Moreover, cloud-hosted VoIP systems can integrate with other business applications, providing a unified communication experience that streamlines workflows and enhances customer service. Additionally, cloud-hosted VoIP systems are flexible and can be easily adjusted to accommodate a growing business, adding or removing lines as needed without significant infrastructure changes. The financial breakdown for the VoIP system includes a first-year setup and hardware cost of $34,163.48, for the design, programming, and training of the system. The second-year cost for monthly services is $18,714.96 and a 10% contingency of $5,287.84 totaling $58,166.28. The 10% contingency ensures that the project remains within budget while accommodating any unexpected requirements (i.e. additional lines of service for new employees and new hardware) that may arise during the implementation phase. The TIPS contract is being used for procurement. 2021-2025 Strategic Targets and Goals This project is aligned with Key Target No. 1: Improved Operational & Financial Capacity. Approval of this purchase will modernize communication infrastructure, leading to improved efficiency, flexibility, and by utilization of cost savings. Fiscal Impact There is no fiscal impact. There is sufficient funding in the FY 2024/25 Operating Packet Page. 542 Budget for this item. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Authorize the City Manager to execute a Vendor Services Agreement with Intelesys for purchasing Voice Over Internet Protocol (VoIP) services using the TIPS agreement, as approved for funding through the FY 2024/25 Operating Budget; and 2. Authorize the Director of Finance & Management Services to issue purchase orders in the amount not to exceed $58,166.28 for the 24-month term to Intelesys and GoTo for the Voice Over Internet Protocol (VoIP) services; and 3. Authorize the Director of Information Technology to add additional lines of service as needed during the term of service for new hires or locations. Attachments Attachment 1 – GoTo for City of San Bernardino Parks Rec Attachment 2 – GoTo for City of San Bernardino Library Attachment 3 – TIPS CONTRACT w GoTo Attachment 4 – Intelesys Vendor Services Agreement Ward: All Wards Synopsis of Previous Council Actions: On February 21, 2024, the Mayor and City Council approved VoIP system for Animal Services. Packet Page. 543 Product GoTo Hosted Telephone System Solution 556.85$ Telephone Handset Rental -$ Estimated taxes and fees 71.57$ Misc.-$ Recurring Monthly 628.42$ Estimated Professional Services (Includes design, programming, training and onsite deployment)5,520.00$ Professional Services Discount (1,380.00)$ Training 1,500.00$ Training Discount (375.00)$ Hardware Misc.-$ Sales Tax Network Readiness Assessment and Preparation - Assumes PoE in place, patch cables exist in data center, and phones will run inline with network devices. Minor cabling (Not included) may be required -$ Estimated Shipping -$ One-time Total 5,265.00$ Free Month(s) Credit Total first year costs 12,806.04$ Signed___________________________ Date___________ Includes Intelesys VIP Government discount Solution Platform Pricing Recurring Monthly One time setup / hardware Costs Packet Page. 544 Product GoTo Hosted Telephone System Solution 811.75$ Telephone Handset Rental -$ Estimated taxes and fees 119.41$ Misc.-$ Recurring Monthly 931.16$ Estimated Professional Services (Includes design, programming, training and onsite deployment)7,990.00$ Professional Services Discount (1,997.50)$ Training 3,000.00$ Training Discount (750.00)$ Hardware 1,797.24$ Misc.-$ Sales Tax 143.78$ Network Readiness Assessment and Preparation - Assumes PoE in place, patch cables exist in data center, and phones will run inline with network devices. Minor cabling (Not included) may be required -$ Estimated Shipping -$ One-time Total 10,183.52$ Free Month(s) Credit Total first year costs 21,357.44$ Signed___________________________Date___________ Includes Intelesys VIP Government discount Solution Platform Pricing Recurring Monthly One time setup / hardware Costs Packet Page. 545 TIPS Vendor Agreement 021522_sr Page 1 TIPS VENDOR AGREEMENT Between_____________ and (Company Name) THE INTERLOCAL PURCHASING SYSTEM (TIPS), a Department of Texas Education Service Center Region 8 for TIPS RFP 221003 Electronics, Appliances and Associated Goods and Services General Information The Vendor Agreement (“Agreement”) made and entered into by and between The Interlocal Purchasing System (hereinafter “TIPS”) a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas 75686 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order (“PO”), Agreement or Contract is the TIPS Member’s approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some, but not all, of the possible addendums. Terms and Conditions Freight All quotes to Members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping, indicate by stating “No Charge”, “$0”, “included in price” or other similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Shipping method is determined by the vendor and the Member/Customer at the time of the quote/purchase by the Member/Customer and satisfactory shipping methods and costs are agreed upon at that time. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering is included in the Request for Proposal (“RFP”) category. All goods proposed and sold shall be new unless clearly stated in writing. Customer Support GoTo Communications Packet Page. 546 TIPS Vendor Agreement 021522_sr Page 2 The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement, or purchase order(s) executed by authorized agents of the TIPS Member participating government entities, but other means of placing an order may be used at the Member’s discretion. Vendor accepts and understands that when a purchase order or similar purchase document is sent from a customer through TIPS to the Vendor, TIPS is recording the purchase and verifying whether the purchase is within the parameters of the TIPS Contract only. Vendor agrees that TIPS is not a legal party to the purchase order or similar purchase document and TIPS is not responsible for identifying fraud, mistakes, or misrepresentations for the specific order. Vendor agrees that any purchase order or similar purchase document issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. A Vendor that accepts a purchase order or similar purchase document and fulfills an order, even when processed through TIPS, is representing that the vendor has carefully reviewed the purchase order or similar purchase document for legality, authenticity, and accuracy. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned company, where permitted by TIPS. Disclosures •Vendor and TIPS affirm that they, or any authorized employees or agents, have not given, offered to give, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. •Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. •The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Term of Agreement and Renewals The Agreement with TIPS is for approximately three years with an option for renewal for an additional one consecutive year. If TIPS offers the renewal extension year, the Vendor will be notified by email to the primary contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies TIPS of its objection to the additional term in writing. TIPS may or may not exercise some or all of the available extension(s) provided in the original solicitation beyond the base t hree-year term. Whether or not to offer some Packet Page. 547 TIPS Vendor Agreement 021522_sr Page 3 or all of the extension is at the sole discretion of TIPS. “Start Date” for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for Agreement “term” calculation purposes only , the Agreement “Start Date” is the last day of the month that “Award Notifications” are anticipated as published in the Solicitation. Example: In this example, if the anticipated “Award Date” published in the Solicitation is May 22, 2022, but extended negotiations delay award until June 27, 2022 , the end date of the resulting initial “three -year” term, (which is subject to an extension(s)) will still be May 31, 2025 for purposes of this example. “Termination Date”: The scheduled Agreement “termination d ate” shall be the last day of the month of the month of the original solicitation’s anticipated “Award Date” plus three years. Example: In this example, if the original term is approximately three years, and the solicitation provides an anticipated award date of May 22, 2022, the expiration date of the original three -year term shall be May 31, 2025 for purposes of this example. Extensions: Any extensions of the original term shall begin on the next day after the day the original term expires unless otherwise specified. Example Following the Previous Example: In this example, if TIPS offers a one -year extension, the expiration of the extended term shall be May 31, 2026 unless otherwise specified. TIPS may offer to extend Vendor Agreements to the f ullest extent the original Solicitation permits. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties. Invoices Each invoice or pay request shall include the Vendor’s TIPS Contract number, the TIPS Member’s purchase order number or other identifying designation as provided in the order by the TIPS Member. If applicable, the Packet Page. 548 TIPS Vendor Agreement 021522_sr Page 4 shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TIPS Member will make payments directly to the Vendor, the Vendor Assigned Dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price increases will be honored according to the terms of the solicitation and vendor proposal. All pricing submitted to TIPS shall include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to TIPS Member customer. Participation Fees and Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported b y either Vendor or Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned Dealer. Vendor, Reseller, or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently. Reporting of Sales to TIPS by Vendor Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once verified, the Vendor must include the TIPS Contract number on any communications and related sales documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor Portal online at https://www.tips-usa.com/vendors_form.cfm and click on the PO’s and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Failure to properly report or render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity, Texas Education Service Center Region 8, as establish ed by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action. Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. It is the Vendor’s responsibility to identify which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date of overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the Packet Page. 549 TIPS Vendor Agreement 021522_sr Page 5 six (6) month deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect the fees due. Please contact TIPS at tips@tips‐usa.com or call (866) 839‐8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation. State of Texas Franchise Tax By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order. Termination for Convenience of TIPS Agreement Only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30) days prior written notice. Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. The awarded Vendor may terminate the agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement. TIP S Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors, such as funding sources or other needs. TIPS Member Purchasing Procedures Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and Packet Page. 550 TIPS Vendor Agreement 021522_sr Page 6 should indicate on the order that the purchase is per the applicable TIPS Agreement Number. Orders are typically emailed to TIPS at tipspo@tips‐usa.com. • Awarded Vendor delivers goods/services directly to the participating member. • Awarded Vendor invoices the participating TIPS Member directly. • Awarded Vendor receives payment directly from the participating member. • Fees are due to TIPS upon payment by the Member to the Vendor . Vendor agrees to pay the participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment, from the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30‐day cure period unless prohibited by applicable statue or regulation. Novation If awarded Vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement. A simple change of name agreement will not change the Agreement obligations of awarded vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five (5) business days of the transfer of assets or rights. Site Requirements (only when applicable to service or job) Cleanup: When performing work on site at a TIPS Member’s property, awarded Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded Vendor agrees that no employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Awarded Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member’s discretion. Awarded Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor Packet Page. 551 TIPS Vendor Agreement 021522_sr Page 7 shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes or policies. Marketing Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation. The Vendor may submit an acceptable use directive for Vendor’s names and logos with which TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to TIPS@TIPS‐USA.COM. Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents, TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made party to any claim for breach of such agreement unl ess named and agreed by the Party in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement, those agreements shall comply with the award made by TIPS to the Vendor. Supplemental Vendor’s Agreement documents may not become part of TIPS’ Agreement with Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor’s TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding Vendor’s responsibility to be aware of and comply with all local, state and federal laws governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Packet Page. 552 TIPS Vendor Agreement 021522_sr Page 8 Due to transparency statutes and public accountability requirements of TIPS and TIPS Members’, the awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Awarded Vendor’s pricing or TIPS transaction documentation with TIPS Members with 30 days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third‐ party auditing firm to investigate any possible non‐ compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Titus County, Texas. Packet Page. 553 TIPS Vendor Agreement 021522_sr Page 9 Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded Vendor under this Agreement when the TIPS Member desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS Member’s request as soon as possible, but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to Vendors Contract Information TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller as the law allows. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserve the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same, and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign‐terrorist.pdf Packet Page. 554 TIPS Vendor Agreement 021522_sr Page 10 You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non‐compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg, TX,75686 And by an email sent to bids@tips‐usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non‐owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A‐; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non‐renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips‐ usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. Packet Page. 555 TIPS Vendor Agreement 021522_sr Page 11 •Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. •Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award. •Back Ordered Products: If product is not expected to ship within the time provided to the TIPS Member by the Vendor, the Member is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here. Packet Page. 556 State Zip Fax Company Name Address City Phone Email of Authorized Representative Name of Authorized Representative Title Signature of Authorized Representative Date TIPS Authorized Representative Name Title TIPS Authorized Representative Signature Approved by ESC Region 8 Date TIPS Vendor Agreement Signature Form RFP 221003 Electronics, Appliances and Associated Goods and Services David Fitts Executive Director 1/26/2023 GoTo Communications 02210 1-781-998-7792 kurt.snodgrass@goto.com Steve Boss AVP of North American Sales 333 Summer Street Boston MA 1-800-993-1790 11/16/22 Packet Page. 557 221003 GoTo Communications, Inc. Supplier Response Event Information Number:221003 Title:Electronics, Appliances and Associated Goods and Services Type:Request for Proposal Issue Date:10/6/2022 Deadline:11/17/2022 03:00 PM (CT) Notes:IF YOU CURRENTLY HOLD TIPS CONTRACT 191003 ELECTRONICS AND APPLIANCES, GOODS AND SERVICES ("191003"), YOU MUST RESPOND TO THIS SOLICITATION TO PREVENT LAPSE OF CONTRACT UNLESS YOU HOLD ANOTHER CURRENT TIPS CONTRACT THAT COVERS ALL OF YOUR ELECTRONIC/APPLIANCE OFFERINGS. THIS AWARDED CONTRACT WILL REPLACE YOUR EXPIRING TIPS CONTRACT 191003. IF YOU HOLD ANOTHER TIPS CONTRACT OTHER THAN 191003 WHICH COVERS ALL OF YOUR ELECTONIC/APPLIANCE OFFERINGS AND YOU ARE SATISFIED WITH IT, THERE IS NO NEED TO RESPOND TO THIS CONTRACT UNLESS YOU PREFER TO HOLD BOTH CONTRACTS. Vendor: GoTo Communications, Inc.221003Page 1 of 32 pages Packet Page. 558 Contact Information Address:Region 8 Education Service Center 4845 US Highway 271 North Pittsburg, TX 75686 Phone:+1 (866) 839-8477 Email:bids@tips-usa.com Vendor: GoTo Communications, Inc.221003Page 2 of 32 pages Packet Page. 559 GoTo Communications, Inc. Information Contact:Kurt Snodgrass Address:2570 West 600 North Lindon, UT 84042 Phone:(781) 850-1433 Fax:(781) 850-1433 Toll Free:(866) 768-5429 Email:kurt.snodgrass@goto.com Web Address:www.jive.com By submitting your response, you certify that you are authorized to represent and bind your company. Kurt A. Snodgrass kurt.snodgrass@goto.com Signature Email Submitted at 11/16/2022 02:29:01 PM (CT) Requested Attachments Agreement Signature Form 221003 Agreement Signature Form.pdf If you have not taken exception or deviation to the agreement language in the solicitation attributes, download the AGREEMENT SIGNATURE FORM from the "ATTACHMENTS" tab. This PDF document is a fillable form. Download the document to your computer, fill in the requested company information, print the file, SIGN the form, SCAN the completed and signed AGREEMENT SIGNATURE FORM, and upload here. If you have taken exception to any of the agreement language and noted the exception in the deviations section of the attributes for the agreement, complete the AGREEMENT SIGNATURE FORM, but DO NOT SIGN until those deviations have been negotiated and resolved with TIPS management. Upload the unsigned form here, because this is a required document. All Other Certificates No response All Other Certificates (if applicable) must be scanned and uploaded. If vendor has more than one other certification scan into one document. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Pricing Form 2 221003 Pricing Form 2 (GoTo).xlsx The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Reference Form 221003 Reference_Form.xls The vendor must download the References spreadsheet from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Conflict of Interest Form CIQ- ONLY REQUIRED IF A CONFLICT EXISTS PER THE INSTRUCTIONS No response ONLY REQUIRED IF A CONFLICT EXISTS PER THE INSTRUCTIONS Conflict of Interest Form for Vendors that are required to submit the form. The Conflict of Interest Form is included in the Base documents or can be found at https://www.tips-usa.com/assets/documents/docs/CIQ.pdf. Proposed Goods and Services Proposed Goods and Services.pdf Please upload one or more documents or sheets describing your offerings, line cards, catalogs, links to offerings OR list links to your offerings that illustrate the catalog of proposed lines of goods and or services you carry and offer under this proposal. It does not have to be exhaustive but should, at a minimum tell us what you are offering. It could be as simple as a sheet with your link to your online catalog of goods and services. Vendor: GoTo Communications, Inc.221003Page 3 of 32 pages Packet Page. 560 D/M/WBE Certification OPTIONAL No response D/M/WBE Certification documentation may be scanned and uploaded if you desire to claim your status as one of the identified enterprises. (Disadvantaged Business Enterprise, Minority Business Enterprise and/or Woman Business Enterprise) If vendor has more than one certification scan into one document. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Warranty Warranty.pdf Warranty information (if applicable) must be scanned and uploaded. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Vendor Agreement 221003 Vendor Agreement.pdf The vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and upload the completed agreement. DO NOT UPLOAD encrypted or password protected files. Pricing Form 1 221003 Pricing Form 1 (GoTo).xlsx The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Supplementary Supplementary.pdf Supplementary information may be scanned and uploaded. (Company information, brochures, catalogs, etc.) (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Logo and Other Company Marks No response If you desire, please upload your company logo to be added to your individual profile page on the TIPS website. If any particular specifications are required for use of your company logo, please upload that information under the Supplementary section or another non-required section under the “Response Attachment” tab. Preferred Logo Format: 300 x 225 px - .png, .eps, .jpeg preferred Certification of Corporate Offerer Form- COMPLETE ONLY IF OFFERER IS A CORPORATION CERTIFICATION OF CORPORATE OFFERER FORM.pdf COMPLETE AND UPLOAD FORM IN ATTACHMENTS SECTION ONLY IF OFFERER IS A CORPORATION Disclosure of Lobbying Activities Standard Form LLL No response ONLY IF you answered "I HAVE Lobbied per above" to attribute #66, please download and complete and upload the Standard Form-LLL, “disclosure Form to Report Lobbying,” in the Response attachments section. Confidentiality Claim Form 221003 CONFIDENTIALITY CLAIM FORM.pdf REQUIRED CONFIDENTIALITY FORM. PLEASE READ CAREFULLY AND FOLLOW THE INSTRUCTIONS. Complete the form according to your company requirements, make any desired attachments and upload to the appropriate section under "Response Attachments" THIS FORM DETERMINES HOW ESC8/TIPS RESPONDS TO LEGAL PUBLIC INFORMATION REQUESTS. Current W-9 Tax Form W-9 GoTo Communications, Inc._DocuSigned (Payment Remittance Info).pdf You are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form will be utilized by TIPS to properly identify your entity. Bid Attributes 1 Yes - No Disadvantaged/Minority/Women Business Enterprise - D/M/WBE/Federal HUBZone (Required by some participating governmental entities). Vendor certifies that their firm is a D/M/WBE or HUBZone? Vendor must upload proof of certification to the ”Response Attachments” D/M/WBE CERTIFICATES section. NO Vendor: GoTo Communications, Inc.221003Page 4 of 32 pages Packet Page. 561 2 Yes - No Historically Underutilized Business - HUB (Required by some participating governmental entities) Vendor certifies that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/. Proof may be submitted. Vendor must upload proof of certification to the “Response Attachments” HUB CERTIFICATES section. No 3 Yes - No The Vendor can provide services and/or products to all 50 US States? Yes 4 States Served: If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX) No response 5 Company and/or Product Description: This information will appear on the TIPS website in the company profile section, if awarded a TIPS contract. (Limit 750 characters.) GoTo provides enterprise Hosted VoIP and business phone systems, mobile VoIP applications, web and video conferencing, and cloud contact center. 6 Primary Contact Name Primary Contact Name Kurt Snodgrass 7 Primary Contact Title Primary Contact Title Business Development Manager 8 Primary Contact Email Primary Contact Email kurt.snodgrass@goto.com 9 Primary Contact Phone Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 7818501433 1 0 Primary Contact Fax Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 7818501433 Vendor: GoTo Communications, Inc.221003Page 5 of 32 pages Packet Page. 562 1 1 Primary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 4059199113 1 2 Secondary Contact Name Secondary Contact Name Kayly Shelton Snyder 1 3 Secondary Contact Title Secondary Contact Title Senior RFP Analyst 1 4 Secondary Contact Email Secondary Contact Email kayly.shelton@goto.com 1 5 Secondary Contact Phone Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 4053552559 1 6 Secondary Contact Fax Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 No response 1 7 Secondary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 23 1 8 Admin Fee Contact Name Admin Fee Contact Name. This person is responsible for paying the admin fee to TIPS. Kurt Snodgrass 1 9 Admin Fee Contact Email Admin Fee Contact Email kurt.snodgrass@goto.com Vendor: GoTo Communications, Inc.221003Page 6 of 32 pages Packet Page. 563 2 0 Admin Fee Contact Phone Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 7818501433 2 1 Purchase Order Contact Name Purchase Order Contact Name. This person is responsible for receiving Purchase Orders from TIPS. Kurt Snodgrass 2 2 Purchase Order Contact Email Purchase Order Contact Email kurt.snodgrass@goto.com 2 3 Purchase Order Contact Phone Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 7818501433 2 4 Company Website Company Website (Format - www.company.com) www.goto.com 2 5 Entity D/B/A's and Assumed Names Please identify all of your entity's assumed names and D/B/A's. Please note that you will be identified publicly by the legal name under which you responded to this solicitation unless you organize otherwise with TIPS after award. No response 2 6 Primary Address Primary Address 333 Summer Street 2 7 Primary Address City Primary Address City Boston 2 8 Primary Address State Primary Address State (2 Digit Abbreviation) MA 2 9 Primary Address Zip Primary Address Zip 02210 Vendor: GoTo Communications, Inc.221003Page 7 of 32 pages Packet Page. 564 3 0 Search Words: Please list search words to be posted in the TIPS database about your company that TIPS website users might search. Words may be product names, manufacturers, or other words associated with the category of award. YOU MAY NOT LIST NON-CATEGORY ITEMS. (Limit 500 words) (Format: product, paper, construction, manufacturer name, etc.) Hosted VoIP, Telecommunications, Jive, Internet 3 1 Do you want TIPS Members to be able to spend Federal grant funds with you if awarded? Is it your intent to be able to sell to our members regardless of the fund source, whether it be local, state or federal? Most of our members receive Federal Government grants or other funding and they make up a significant portion of their budgets. The Members need to know if your company is willing to sell to them when they spend federal budget funds on their purchase. There are attributes that follow that include provisions from the federal regulations in 2 CFR part 200, etc. Your answers will determine if your award will be designated as eligible for TIPS Members to utilize federal funds with your company. Do you want TIPS Members to be able to spend Federal funds, at the Member's discretion, with you? Yes 3 2 Yes - No Certification of Residency (Required by the State of Texas) The vendor's ultimate parent company or majority owner: (A) has its principal place of business in Texas; OR (B) employs at least 500 persons in Texas? This question is required as a data gathering function for information to our members making purchases with awarded vendors. It does not affect scoring with TIPS. No 3 3 Company Residence (City) Vendor's principal place of business is in the city of? Boston 3 4 Company Residence (State) Vendor's principal place of business is in the state of? MA Vendor: GoTo Communications, Inc.221003Page 8 of 32 pages Packet Page. 565 3 5 Discount Offered - CAUTION READ CAREFULLY BECAUSE VENDORS FREQUENTLY MAKE MISTAKES ON THIS ATTRIBUTE QUESTION Remember this is a MINIMUM discount percentage. So, be sure that the discount percentage inserted here can be applied to ANY OFFERING OF GOODS OR SERVICES THROUGHOUT THE LIFE OF THE CONTRACT. CAUTION: BE CERTAIN YOU CAN HONOR THIS MINIMUM DISCOUNT PERCENTAGE ON ANY OFFERED SERVICE OR GOOD NOW OR DURING THE LIFE OF THE CONTRACT. What is the MINIMUM percentage discount off of any item or service you offer to TIPS Members that is in your regular catalog (as defined in the solicitation specifications document), website, store or shelf pricing or when adding new goods or services to your offerings during the life of the contract? The resulting price of any goods or services Catalog list prices after this discount is applied is a ceiling on your pricing and not a floor because, in order to be more competitive in the individual circumstance, you may offer a larger discount depending on the items or services purchased and the quantity at time of sale. Please note that any specific greater discount offered for a particular product, brand, or service listed in Vendor's proposal will control and Vendor will be required to honor that greater specific discount, in excess of the minimum discount, for that particular product, brand, or service for the life of the contract. Must answer with a number between 0% and 100%. 20% 3 6 MINIMUM Discount Term Does the vendor agree to at least offer, for the life of the Agreement, the Minimum Discount Percentage off list or catalog proposed by Vendor in response to the Attribute entitled "Discount Offered - CAUTION READ CAREFULLY BECAUSE VENDORS FREQUENTLY MAKE MISTAKES ON THIS ATTRIBUTE QUESTION"? TIPS will utilize this response to satisfy the Long Term Cost scoring evaluation criteria. A "YES" answer will be awarded the maximum 10 points for this criterion out of the 100 total points and a "NO" answer is awarded 0 points. YES 3 7 Yes - No If awarded on this TIPS Contract, for the duration of the Contract, Vendor agrees to provide, upon request, their then current catalog pricing, as defined in the solicitation and below, to TIPS upon request for any goods and services offered on Vendor's TIPS Contract. "Catalog" means the available list of tangible personal property or services, in the most current listing, regardless of date, during the life of the contract, that takes the form of a catalog, price list, schedule, shelf price or other form that: A. is regularly maintained by the manufacturer or Vendor of an item; and B. is either published or otherwise available for inspection by a customer during the purchase process; C. to which the minimum discount proposed by the proposing Vendor may be applied. YES Vendor: GoTo Communications, Inc.221003Page 9 of 32 pages Packet Page. 566 3 8 TIPS Administration Fee By submitting a proposal, Vendor agrees to remit to TIPS the required TIPS Administration Fee, as designated in the solicitation or as otherwise agreed in writing. If Authorized Resellers are named, Vendor agrees to guarantee remittance of the TIPS Administration fee by or for the Authorized Reseller. TIPS/ESC Region 8 is required by Texas Government Code Section 791 to be compensated for its work. Thus, submission of this proposal requires agreement to this term. 3 9 TIPS Administration Fee Paid by Vendor - Not Charged to Customer Vendor understands and agrees that it owes TIPS a TIPS Administration Fee (published in the RFP/RCSP document) on every TIPS sale made under an awarded TIPS Contract. Vendor further understands and agrees that Vendor shall submit pricing with this proposal which includes and accounts for the TIPS Administration Fee and shall never separately charge the TIPS Member Customer the TIPS fee or add the TIPS Administration Fee line item to an invoice or similar purchase document. Submission of this proposal is Vendor’s certification that Vendor agrees to this mandatory term. 4 0 Additional Discounts? Do you offer additional discounts to TIPS members for large order quantities or large scope of work? Yes 4 1 Years in Business as Proposing Company Years in business as proposing company? 19 4 2 Resellers: Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. EXAMPLE: BIGmart is a reseller of ACME brand televisions. If ACME were a TIPS awarded vendor, then ACME would list BIGmart as a reseller. (If applicable, Vendor should add all Authorized Resellers within the TIPS Vendor Portal upon award). Yes 4 3 Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law. Vendor: GoTo Communications, Inc.221003Page 10 of 32 pages Packet Page. 567 4 4 NON-COLLUSIVE BIDDING CERTIFICATE By submission of this bid or proposal, the Bidder certifies that: 1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other Bidder, Competitor or potential competitor: 3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to submit a bid or proposal; 4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. 4 5 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ - Do you have any CONFLICT OF INTEREST TO REPORT OR DISCLOSE under this statutory requirement? Do you have any CONFLICT OF INTEREST TO REPORT OR DISCLOSE under this statutory requirement? YES or NO If you have a conflict of interest as described in this form or the Local Government Code Chapter 176, cited therein- you are required to complete and file with TIPS. The Form CIQ is one of the attachments to this solicitation. There is an optional upload for this form provided if you have a conflict and must file the form No 4 6 Filing of Form CIQ If yes (above), have you filed a form CIQ by uploading the form to this RFP as directed above? No response 4 7 Regulatory Standing I certify to TIPS for the proposal attached that my company is in good standing with all governmental agencies Federal or state that regulate any part of our business operations. If not, please explain in the next attribute question. Yes 4 8 Regulatory Standing Regulatory Standing explanation of no answer on previous question. No response Vendor: GoTo Communications, Inc.221003Page 11 of 32 pages Packet Page. 568 4 9 Antitrust Certification Statements (Tex. Government Code § 2155.005) By submission of this bid or proposal, the Bidder certifies that: I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Vendor: GoTo Communications, Inc.221003Page 12 of 32 pages Packet Page. 569 5 0 Suspension or Debarment Instructions Instructions for Certification: 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participants,” “person,” “primary covered transaction,” “principal,” “proposal” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 5 1 Suspension or Debarment Certification By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. Yes Vendor: GoTo Communications, Inc.221003Page 13 of 32 pages Packet Page. 570 5 2 Non-Discrimination Statement and Certification In accordance with Federal civil rights law, all U.S. Departments, including the U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: program.intake@usda.gov. (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Programs and Activities) All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender. Not a negotiable term. Failure to agree by answering YES will render your proposal non-responsive and it will not be considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to the foregoing anti-discrimination statement and comply with the cited and all other applicable laws and regulations. Yes, I certify (Yes) 5 3 2 CFR PART 200 Contract Provisions Explanation Required Federal contract provisions of Federal Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200 - Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non- Federal entity under the Federal award must contain provisions covering the following, as applicable. Vendor: GoTo Communications, Inc.221003Page 14 of 32 pages Packet Page. 571 5 4 2 CFR PART 200 Contracts Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? Yes 5 5 2 CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes 5 6 2 CFR PART 200 Clean Air Act Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? Yes Vendor: GoTo Communications, Inc.221003Page 15 of 32 pages Packet Page. 572 5 7 2 CFR PART 200 Byrd Anti-Lobbying Amendment Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? Yes 5 8 2 CFR PART 200 Federal Rule Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $250,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? Yes 5 9 2 CFR PART 200 Procurement of Recovered Materials A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above? Yes Vendor: GoTo Communications, Inc.221003Page 16 of 32 pages Packet Page. 573 6 0 2 CFR PART 200 Rights to Inventions If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes 6 1 2 CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes Vendor: GoTo Communications, Inc.221003Page 17 of 32 pages Packet Page. 574 6 2 2 CFR PART 200 Ban on Foreign Telecommunications Federal grant funds may not be used to purchase equipment, services, or systems that use “covered telecommunications” equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. “Covered telecommunications” means purchases from Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that Vendor will not purchase equipment, services, or systems that use “covered telecommunications”, as defined by 2 CFR §200.216 equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Does vendor agree? Yes 6 3 2 CFR PART 200 Contract Cost & Price For contracts more than the simplified acquisition threshold currently set at $250,000, a TIPS Member may, in very rare circumstances, be required to negotiate profit as a separate element of the price pursuant to 2 C.F.R. 200.324(b). Under those circumstances, Vendor agrees to provide information and negotiate with the TIPS Member regarding profit as a separate element of the price. However, Vendor certifies that the total price charged by the Vendor shall not exceed the Vendor’s TIPS pricing and pricing terms proposed. Does Vendor Agree? Yes Vendor: GoTo Communications, Inc.221003Page 18 of 32 pages Packet Page. 575 6 4 FEMA Fund Certifications Submission of this proposal is Vendor’s certification that Vendor agrees to this term. Vendor certifies that IF and when Vendor accepts a TIPS purchase paid for in full or part with FEMA funds, Vendor certifies that: (1) Vendor agrees to provide the TIPS Member, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to and rights to reproduce any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. The Vendor agrees to provide the FEMA Administrator or an authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. Vendor acknowledges and agrees that no language in this contract or the contract with the TIPS Member is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. (2) The Vendor shall not use the Department of Homeland Security’s seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. (3) The Vendor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. (4) The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. (5) The Vendor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Vendor’s actions pertaining to this contract. 6 5 Certification of Compliance with the Energy Policy and Conservation Act When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any mandatory standards and policies relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance with the Act. Does Vendor agree? Yes Vendor: GoTo Communications, Inc.221003Page 19 of 32 pages Packet Page. 576 6 6 Certification Regarding Lobbying Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. I HAVE NOT Lobbied per above 6 7 If you answered "I HAVE lobbied" to the above Attribute Question If you answered "I HAVE lobbied" to the above Attribute question, you must download the Lobbying Report "Standard From LLL, disclosure Form to Report Lobbying" which includes instruction on completing the form, complete and submit it in the Response Attachments section as a report of the lobbying activities you performed or paid others to perform. 6 8 Subcontracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms. Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful? IF NO, DO NOT ANSWER THE NEXT ATTRIBUTE QUESTION. . IF YES, and ONLY IF YES, you must answer the next question YES if you want a TIPS Member to be authorized to spend Federal Grant Funds for Procurement. NO Vendor: GoTo Communications, Inc.221003Page 20 of 32 pages Packet Page. 577 6 9 ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your performance under the TIPS Agreement, do you agree to comply with the following federal requirements? ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your performance under the TIPS Agreement, do you agree to comply with the following federal requirements? Federal Regulation 2 CFR §200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a)The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce ; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1) through (5) of this section. No response 7 0 Indemnification The ESC Region 8 and TIPS is a Texas Political Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be created by or on behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes, I Agree (Yes) Vendor: GoTo Communications, Inc.221003Page 21 of 32 pages Packet Page. 578 7 1 Remedies The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator’s fee and any associated filing fee equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? Yes, I Agree 7 2 Remedies Explanation of No Answer No response 7 3 Choice of Law The agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located outside Texas. Do you agree to these terms? Agreed 7 4 Venue, Jurisdiction and Service of Process Any proceeding, involving Region 8 ESC or TIPS, arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Any dispute resolution process other than litigation shall have venue in Camp County or Titus County Texas. Do you agree to these terms? Agreed Vendor: GoTo Communications, Inc.221003Page 22 of 32 pages Packet Page. 579 7 5 Infringement(s) The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded and approved. Do you agree to these terms? Yes, I Agree 7 6 Infringement(s) Explanation of No Answer No response 7 7 Contract Governance Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes, I Agree (Yes) 7 8 Payment Terms and Funding Out Clause Payment Terms: TIPS or TIPS Members shall not be liable for interest or late payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s) for specifics or consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes, I Agree (Yes) Vendor: GoTo Communications, Inc.221003Page 23 of 32 pages Packet Page. 580 7 9 Insurance and Fingerprint Requirements Information Insurance If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an automobile, you must carry automobile insurance as required by law. You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code, Chapter 22, Section 22.0834 & 22.08341. Statutory language may be found at: http://www.statutes.legis.state.tx.us/ If the vendor has staff that meet both of these criterion: (1) will have continuing duties related to the contracted services; and (2) has or will have direct contact with students Then you have ”covered” employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply, see below. If you have questions on compliance with this code section, contact the Texas Department of Public Safety Non-Criminal Justice Unit, Access and Dissemination Bureau, FAST-FACT at NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees Vendor: GoTo Communications, Inc.221003Page 24 of 32 pages Packet Page. 581 8 0 Texas Education Code Chapter 22 Contractor Certification for Contractor Employees Introduction: Texas Education Code Chapter 22 requires entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees. Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law or the laws of another state. I certify that: NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor will not become covered employees. Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box is checked, I further certify that: (1) Contractor has obtained all required criminal history record information regarding its covered employees. None of the covered employees has a disqualifying criminal history. (2) If Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3) Upon request, Contractor will provide the District with the name and any other requested information of covered employees so that the District may obtain criminal history record information on the covered employees. (4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information, Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. None Vendor: GoTo Communications, Inc.221003Page 25 of 32 pages Packet Page. 582 8 1 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017 SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of another state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a “construction contract” includes contracts, subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or materials suppliers. “Construction contracts” are for the design, construction, alteration, renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. 8 2 Texas Government Code 2270 & 2271 Verification Form Texas Government Code 2270 & 2271 Verification Form If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Pursuant to Chapter 2271 of the Texas Government Code, the Vendor hereby certifies and verifies that neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the "Vendor Companies"), boycotts Israel, and the Vendor agrees that the Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term "boycott" shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. Our entity further certifies that it is is not listed on and we do not do business with companies prohibited by Texas Government Code 2270 or that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf I swear and affirm that the above is true and correct. YES Vendor: GoTo Communications, Inc.221003Page 26 of 32 pages Packet Page. 583 8 3 Logos and other company marks Please upload your company logo to be added to your individual profile page on the TIPS website. If any particular specifications are required for use of your company logo, please upload that information under the "Logo and Other Company Marks" section under the “Response Attachment” tab. Preferred Logo Format: 300 x 225 px - .png, .eps, .jpeg preferred Potential uses of company logo: * Your Vendor Profile Page of TIPS website * Potentially on TIPS website scroll bar for Top Performing Vendors * TIPS Quarterly eNewsletter sent to TIPS Members * Co-branding Flyers and or email blasts to our TIPS Members (Permission and approval will be obtained before publishing) 8 4 Solicitation Deviation/Compliance Does the vendor agree with the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation? Yes 8 5 Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. No response 8 6 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement? Yes 8 7 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. No response Vendor: GoTo Communications, Inc.221003Page 27 of 32 pages Packet Page. 584 8 8 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract.” (c) This section does not apply to a publicly held corporation. The person completing this proposal certifies that they are authorized to provide the answer to this question. Select A., B. or C. A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable. OR B.My firm is not owned nor operated by anyone who has been convicted of a felony, OR C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony. (if you answer C below, you are required to provide information in the next attribute. B. Firm not owned nor operated by felon; per above 8 9 If you answered C. My Firm is owned or operated by a felon to the previous question, you are REQUIRED TO ANSWER THE FOLLOWING QUESTIONS. If you answered C. My Firm is owned or operated by a felon to the previous question, you must provide the following information. 1. Name of Felon(s) 2. The named person's role in the firm, and 3. Details of Conviction(s). No response 9 0 Required Confidentiality Claim Form Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the “Attachments” section, complete according to the instructions on the form, then upload the completed form, with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. THIS REQUIRED PROCESS IS THE ONLY WAY TO DEEM PROPOSAL DOCUMENTATION CONFIDENTIAL ANY OTHER CONFIDENTIAL DESIGNATION WILL BE DISREGARDED UNLESS THE DOCUMENT IS IDENTIFIED BY AND ATTACHED TO THE REQUIRED FORM. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email bids@tips-usa.com. Vendor: GoTo Communications, Inc.221003Page 28 of 32 pages Packet Page. 585 9 1 Member Access to Vendor Proposal Notwithstanding any other information provided in this solicitation or Vendor designation of certain documentation as confidential or proprietary, Vendor’s acceptance of this TIPS Contract constitutes Vendor’s consent to the disclosure of Vendor’s comprehensive proposal, including any information deemed confidential or proprietary, to TIPS Members. The proposing Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or any other party. By submitting this proposal, Vendor certifies the foregoing. 9 2 Choice of Law clauses with TIPS Members If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect. Agreed 9 3 Venue of dispute resolution with a TIPS Member In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity as a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or other agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by the parties at the time the dispute resolution model is decided by the parties. Agreed 9 4 Automatic renewal of contracts or agreements with TIPS or a TIPS member entity This clause DOES NOT prohibit multiyear contracts or agreements with TIPS member entities. Because TIPS and TIPS members are governmental entities subject to laws that control appropriations of funds during their fiscal years for contracts and agreements to provide goods and services, does the Vendor agree to limit any automatic renewal clauses of a contract or agreement executed as a result of this TIPS solicitation award to not longer than "month to month" and at the TIPS contracted rate. Agreed 9 5 Indemnity Limitation with TIPS Members Texas and other states restrict by law or state Constitution the ability of a governmental entity to indemnify others. TIPS requires that any contract entered into between a vendor and TIPS or a TIPS Member as a result of an award under this Solicitation limit the requirement that the Customer indemnify the Vendor by either eliminating any such indemnity requirement clauses in any agreements, contracts or other binding documents OR by prefacing all indemnity clauses required of TIPS or the TIPS Member entity with the following: "To the extent permitted by the laws or the Constitution of the state where the customer resides, ". Agreement is a required condition to award of a contract resulting from this Solicitation. Agreed 9 6 Arbitration Clauses Except for certain circumstances, TIPS forbids a mandatory arbitration clause in any contract or agreement entered into between the awarded vendor with TIPS or a TIPS member entity. Does the vendor agree to exclude any arbitration requirement in any contracts or agreement entered into between TIPS or a TIPS member entity through an awarded contract with TIPS? Agreed Vendor: GoTo Communications, Inc.221003Page 29 of 32 pages Packet Page. 586 9 7 Required Vendor Sales Reporting By responding to this Solicitation, you agree to report to TIPS all sales made under any awarded Agreement with TIPS. Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on any communications with the TIPS Member entity. If awarded, you will be provided access to the Vendor Portal. To report sales, login to the TIPS Vendor Portal and click on the PO’s and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. 9 8 Upload of Current W-9 Required Please note that you are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form will be utilized by TIPS to properly identify your entity. 9 9 CERTIFICATION REGARDING BOYCOTTING CERTAIN ENERGY COMPANIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has ten (10) or more full-time employees; and (c) this contract has a value of $100,000 or more that is to be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 13 (87th session), the company hereby certifies and verifies that the company, or any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of these entities or business associations, if any, does not boycott energy companies and will not boycott energy companies during the term of the contract. For purposes of this contract, the term “company” shall mean an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, that exists to make a profit. The term “boycott energy company” shall mean “without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (a) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law, or (b) does business with a company described by paragraph (a).” See Tex. Gov’t Code § 809.001(1). Vendor: GoTo Communications, Inc.221003Page 30 of 32 pages Packet Page. 587 1 0 0 CERTIFICATION PROHIBITING DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has at least ten (10) full-time employees; (c) this contract has a value of at least $100,000 that is paid wholly or partly from public funds; (d) the contract is not excepted under Tex. Gov’t Code § 2274.003 of SB 19 (87th leg.); and (e) governmental entity has determined that company is not a sole-source provider or governmental entity has not received any bids from a company that is able to provide this written verification, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 19 (87th session), the company hereby certifies and verifies that the company, or association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association. For purposes of this contract, “discriminate against a firearm entity or firearm trade association” shall mean, with respect to the entity or association, to: “(1) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (2) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (3) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association. See Tex. Gov’t Code § 2274.001(3) of SB 19. “Discrimination against a firearm entity or firearm trade association” does not include: “(1) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (2) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association.” See Tex. Gov’t Code § 2274.001(3) of SB 19. 1 0 1 CERTIFICATION REGARDING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH CRITICAL INFRASTRUCTURE (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree to the following required by Texas law as of September 1, 2021: Proposing Company is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the company direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by the Proposing Company for product warranty and support purposes. Company, certifies that neither it nor its parent company nor any affiliate of company or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this contract, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See Tex. Gov’t Code § 2274.0101(2) of SB 1226 (87th leg.). The company verifies and certifies that company will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor. Vendor: GoTo Communications, Inc.221003Page 31 of 32 pages Packet Page. 588 1 0 2 Acknowledgement By submitting this proposal, Vendor certifies that it has read, examined, and understands all portions of this solicitation including but not limited to all attribute questions, attachments, solicitation documents, bid notes, and the Vendor Agreement(s). Vendor certifies that, if found to be necessary by the proposing vendor, vendor has sought the advice of counsel in understanding all portions of the solicitation. Vendor: GoTo Communications, Inc.221003Page 32 of 32 pages Packet Page. 589 ALL INFORMATION MUST BE TYPED AND FORM MUST BE UPLOADED IN EXCEL FORMAT. DO NOT HANDWRITE REFERENCES AND DO NOT CONVERT EXCEL REFERENCES Please provide three (3) references from three different entities, preferably from school districts or other governmental entities who have used your services within the last three years. Additional references may be required. DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. Verify your references emails are deliverable and that they agree to provide a reference. Failure to do this may delay the evaluation process. You may provide more than three (3) references. Entity Name Contact Person VALID EMAIL IS REQUIRED Phone Polk County School District Brian Collins brian.collins@polk-fl.net 863 534 0860 ext 401 Vista Unified School District DeWayne Cossey dewaynecossey@vistausd.org 760.726.2170 Imagine Charter Schools Denise Kennedy denise.kennedy@imagineschools.org,602.690.3721 TIPS RFP 221003 Electronics, Appliances and Associated Goods and Services Packet Page. 590 CERTIFICATION BY CORPORATE OFFERER COMPLETE ONLY IF OFFERER IS A CORPORATION, THE FOLLOWING CERTIFICATE SHOULD BE EXECUTED AND INCLUDED AS PART OF PROPOSAL FORM/PROPOSAL FORM. OFFERER: certify that I am the Secretary of the Corporation I, (Name of Corporate Secretary) named as OFFERER herein above; that (Name of person who completed proposal document) who signed the foregoing proposal on behalf of the corporation offerer is the authorized person that is acting as (Title/Position of person signing proposal/offer document within the corporation) of the said Corporation; that said proposal/offer was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. CORPORATE SEAL if available SIGNATURE DATE GoTo Communications (Name of Corporation) GoTo Communications Steve Boss AVP of North American Sales November 16, 2022 Packet Page. 591 TIPS RFP # Required Confidential Information Status Form Name of company Printed Name and Title of Authorized Company Officer declaring below the confidential status of material Address City State ZIP Phone ALL VENDORS MUST COMPLETE THE ABOVE SECTION CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code or other law(s), you must attach a copy of all claimed confidential materials to this COMPLETED form, name the combined PDF documents “CONFIDENTIAL”, and upload the combined, confidential documents with your proposal submission. If a document is not attached, it will not be considered confidential. The copy uploaded will be the sole indicator of which material in your proposal, if any, you deem confidential in the event TIPS/ESC 8 receives a Public Information Request. If ESC 8 receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For documents deemed confidential by you in this manner, ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination. Notwithstanding any other information provided in this solicitation or Vendor designation of certain documentation as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s comprehensive proposal, including any information deemed confidential or proprietary, to TIPS Members. The proposing Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or any other party. ALL VENDORS MUST COMPLETE ONE OF THE TWO OPTIONS BELOW OPTION 1: I DO CLAIM parts of my proposal to be confidential and DO NOT desire to expressly waive a claim of confidentiality of all information contained within our response to the solicitation. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. IF CLAIMING PARTS OF YOUR PROPOSAL CONFIDENTIAL, YOU MUST ATTACH THE SHEETS TO THIS FORM AND LIST THE NUMBER OT TOTAL PAGES THAT ARE CONFIDENTIAL. ATTACHED ARE COPIES OF PAGES OF CLAIMED CONFIDENTIAL MATERIAL FROM OUR PROPOSAL THAT WE DEEM TO BE NOT PUBLIC INFORMATION AND WILL DEFEND THAT CLAIM TO THE TEXAS ATTORNEY GENERAL IF REQUESTED WHEN A PUBLIC INFORMATION REQUEST IS MADE FOR OUR PROPOSAL. Signature Date ----------------------------------------------------------- OR --------------------------------------------------- OPTION 2: I DO NOT CLAIM any of my proposal to be confidential, complete the section below. Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. Signature Date Confidentiality Claim Form Rev 10292021SR GoTo Communications Steve Boss, AVP of North American Sales 333 Summer Street Boston MA 02210 1-800-993-1790 11/16/22 11/16/2022 221003 Packet Page. 592 VENDOR SUPPLEMENTAL INFORMATION TIPS permits Vendors to submit supplemental documentation and information (“Vendor Supplemental Information”) with their proposals to display to TIPS Member Customers their qualifications, offerings, and special terms. The following documents are for marketing and informational purposes only. They are not terms of Vendor’s TIPS Contract. If the Vendor Supplemental Information herein contains any warranties, terms, or conditions, the TIPS Member Customer may review and determine whether or not those are applicable and acceptable for any TIPS purchase before proceeding. If the Vendor Supplemental Information contains any licenses or certificates, TIPS encourages the TIPS Member Customer to ensure current accuracy at the time of a TIPS purchase. Packet Page. 593 Service Requirements Warranty, Service and Support Our Customer Experience brings together the expertise of the GoTo Account Management, Technical Support, and Customer Service teams to deliver world -class service and support. All GoTo Customer Experience teams a re Americas-based and available 24/7, through multiple channels, including toll free telephone, email, online, and chat. All access is unlimited, and no additional contracts or fees are required. Service Level Agreement (SLA) GoToConnect’s Service Level Agreement (SLA) describes the specific service level agreements and conditions for GoToConnect Cloud Voice and Unified Communications (UC). The SLA also specifies the measures to be taken in case of deviation or failure to meet the asserted service guarantees. GoTo guarantees Cloud Voice and UC will maintain four 9’s (99.99%) in any given calendar year. The SLA can be furnished upon request. Technical Support / Customer Service With GoToConnect, our Technical Support (TS) and Customer Service (CS) teams are fully integrated. Your call, email or chat is immediately answered by a TS/CS team member trained to evaluate your issue, assist you personally with resolving it, or connect you directly with the team member best able to assist you. The majority of system issues can be quickly resolved by GoToConnect Customer Service Representatives (CSRs). All CSRs complete training certification in the GoToConnect solution prior to answering customer calls, emails, or chats. Additionally, our Technical Support Representatives (TSRs) are trained and certified in the GoToConnect system. Monitoring and Maintenance GoToConnect’s solution is consistently managed and maintained to ensure everything is kept up-to -date. Our Cloud is engineered in such a way that updates and maintenance do not require scheduled downtime but are instead rolled out across the platform during periods of low utilization. Internal to the Cloud platform, over 1,200 different parameters are constantly monitored to ensure they are functioning within acceptable limits. Any variance out of normal bounds triggers automatic alarming of NOC staff via multiple channels. Alarms are triggered well before an issue escalates to the point of causing service degradation, allowing for proactive issue resolution before clients are affected. All of the hardware endpoints that are used for delivery of the hosted services are covered under warranty. In the case of the VoIP handsets, the hardware has a one-year manufacturer's warranty, with extensions that can be purchased for up to four additional years. Warranties on any routers and switches sold vary by manufacturer and model but are never less than five years (and in some cases are lifetime). Our services manufacture warranties for products we Packet Page. 594 sell. For the duration of the service, GoTo provides maintenance and support for the hardware endpoints we sell. All other maintenance and support services (regardless of warranty agreement) are available 24/7 at no additional charge. If a handset fails within the warranty time window, GoTo will send an advance replacement handset to the customer, pre-programmed to replace the faulty device. Alternatively, some clients maintain a number of extra handsets —those can be programmed via GoToConnect’s online administrator portal controls to replace the faulty device at any given moment, minimizing any downtime. If the handset is outside of warranty, a replacement can be purchased from GoTo, programmed, and sent to the customer site (next-day shipping is available). Packet Page. 595 Implementation and Support GoTo uses proven best practices and a proactive, high-touch approach to manage the implementation of all new GoTo Voice and UC solutions. Applied across the following phases of the implementation life cycle, the GoTo approach delivers consistent, high -quality results that minimize the pain traditionally associated with changing your telephone service provider while at the same time maximizing the impact of GoToConnect across your entire organization. Initiating: GoTo Project Managers (PMs) review expectations and gather custom er information and preferences required for system configuration and number porting. They clearly define transition activities, timelines, and responsibilities for the customer and the GoTo implementation team. Detailed statement of work, project plan (w ith schedule), and preliminary order paperwork are prepared and presented to the customer for review and approval. GoTo engineers assess the current communications environment and identify system needs. They prepare a detailed assessment report and network diagram(s) outlining recommended network configuration. Planning: The Project System Trainer or Field Engineer will hold a training with the customer and work together, with the customer, to build out the PBX. They establish a communications plan, scheduling regular status meetings with the customer and GoTo sales, engineering, training, project management, and deployment teams. They will work with you through system testing and training plans for the completed solution most fit for your needs. Executing: GoTo engineers help to configure GoToConnect, providing requested guidance with dial plans and other features according to customer -provided specifications and preferences. Engineers also complete any specialized integration requirements, upon furthe r scoping. Fulfillment specialists order equipment and monitor the number porting process. Regular status calls ensure the transition process stays on -track with established milestones and timelines. Testing: GoTo quality assurance specialists test eve ry feature to ensure it is operating correctly and in accordance with customer specifications. Engineers test the network configuration and, if applicable, test and turn up the GoTo broadband data connection. Fulfillment specialists test E911 configurati ons in compliance with Federal regulations. All GoTo hardware - including handsets, routers, and other equipment - arrives on the customer location pre-provisioned and ready for immediate plug -and-play. GoTo PMs and engineers work with the customer to te st and verify all system features and functions. Dedicated project system trainers provide administrator and end user training to familiarize the customer with GoToConnect. Project Completion: Numbers port from the losing carrier to GoTo, all system features and hardware endpoints are activated, and call processing (inward and outward) is initiated. Once live, a dedicated GoTo Customer Success Manager (SAM) is available to support the system and troubleshoot and resolve any service issues. Packet Page. 596 Training GoTo wants every customer to get the most out of their GoTo Connect solution. With a variety of training options, customers can select the time, method, and materials that best meet their organization al needs. All remote -based training is unlimited and included with the GoTo Connect solution at no additional cost. In additions to the options outlined below, on-site training for either Administrators, End Users, or both is offered upon request and at a minimal charge. Administrator Training GoTo follows a train the trainer methodology in its GoToConnect administrator trainings, providing participants with the ability to train other members of the organization upon completion. The following administrator training options are available: •Customer On-boarding Training. New GoToConnect customers are invited to participate in on-boarding administrator trainings. These one-hour trainings, done over the phone with screen-sharing, are tailored to customer needs and provide an overview of how to configure and use our solution specifically for their organization. •Online Video Tutorials. For the GoToConnect solution, we have created a series of training videos on our YouTube channel, which provide straightforward guidance on system configuration and features that can be accessed at any time. •Administrator Guide. All users are provided with detailed written guides that include instructions on how to use all GoToConnect features. Guides are always available online and can be made available for printed format upon request. •Ad Hoc Training. GoToConnect CSRs are available for phone-based trainings on an ad hoc basis. Customers may either schedule a time with a CSRs to attend a personalized administrator training or they may simply call GoTo customer service with any questions they have. •Customized, On-Site Training. GoTo can provide customized, on-site training for GoToConnect’s solution upon request. Additional fees apply. End-User Training GoTo offers the following options for end-user training on GoToConnect’s solution: •Self-guided Training. Online video tutorials, quick-start and quick reference guides, and interactive user manuals are provided for end users. These training references are available online at any time and are provided at no additional cost. •Administrator-Led Training. GoTo will provide customers with access to training support materials to enable administrators who have completed GoToConnect administrator training to train other members of their organization. Materials are available online at any time and are provided at no additional cost. •Ad Hoc Training. GoTo Customer Service Representatives are available for phone-based user training on an ad hoc basis. Customers may either schedule a time with a Representative to attend a personalized user training or they simply call our customer service with any questions they have. Ad hoc training is provided to all customers at no additional cost. Packet Page. 597 Executive Summary & Product Overview GoTo is pleased to present the GoToConnect Hosted Cloud Solution. GoTo is a leader in UCaaS; G2 just rated GoToConnect as the # 1 UCaaS solution. As you may notice, we have a new name: GoTo. This reflects who we are as an organization and what we can provide. At GoTo we create tools for IT management & support, and communication. Our focus is simple: we make IT’s life easier, anywhere. We do it through software that’s easy to deploy and use, with an incredible record of reliability, and tools that can scale from SMB to enterprise. We are the only company that can empower you to connect AND support your employees and customers with a single application. •Simple: Our software is built for SMBs but powerful enough for enterprises. We know the value of SMBs to our economy, and we want to bring SMBs the same value we bring companies like Salesforce and Dyson . Our tools are easy to buy, easy to manage and easy to use. Because we know easy is an important aspect to organizations of all sizes. •Secure: Our company has been grounded in trustworthiness since Day 1. We are recognized as such by countless third-party and consumer review sites because of our strongest reputation for uptime, customer support, reliability, and overall performance of our products. We never sacrifice that trust. Rather, we innovate on top of it, as we’re pioneers of Zero-Trust security. •Flexible: Flexibility comes with bleeding-edge partnerships. We are proud to leverage our global network of trusted technology and channel partners to unlock more value for however you like to do business. With more than 100 strategic alliances, our API integration strategy enables simple, secure, and flexible experiences across many verticals. We do all this through our GoTo portfolio of flexible-work software. Our simple, integrated solutions will empower your employees to do their best work. Our simple, integrated solutions will empower your employees to do their best work. We are the all -in -one solution for essential connections, making Business Communications and IT Support easy for small -to-medium sized businesses, communities, and organizations. Packet Page. 598 GoTo has been making IT easy since 2003. We were born in 2003 with working from home in our DNA. Since then we have grown to a billion-dollar business and an innovative leader in UCaaS, CCaS, and Remote Support. When 2020 happened -our products and services suddenly became essential for all businesses to connect and support their customers and employees, so we helped SMBs and organizations around the world make the rapid shift to hybrid and remote work with free Emergency Remote kits. In 2022, we rebranded from LogMeIn to GoTo to better align with the essentials that we provide our customers and communities to keep their business and communities running through uneasy times. We will continue to develop as the all-in-one solution for essential connections. We offer one of the only ways to keep both your employees and customers connected, supported and secure, and this is in combination with affordability. Our software is built to help you optimize your tech stack, create efficiencies in a cost-saving manner. Our software also delivers the simplest, most secure, and most flexible experience for IT professionals and their end-users. Today, we are here to propose our GoToConnect solution . GoToConnect has been built across the same fundamental principles as our other products; that principle is to be Simple, Secure & Flexible. Simple: GoToConnect is the easiest phone system to manage on the market. We create a simple admin experience through our unified administration portal. Our administration portal is recognized by admin users time-and-time again as the most intuitive . We are able to achieve this through unique features like our Visual Dial Plan Editor. Packet Page. 599 Secure: GoToConnect customers secure peace of mind as we reduce unnecessary headaches where possible: •Throughout COVID-19 and the surge to Video Conferencing platforms, our relentless focus on our stability of service saw us become the most reliable and , therefore, trusted video-meetings platform when compared to the competition. •Working from home can be a challenge with weak Wi-Fi, but our Product/Solution requires the least bandwidth for Video and Screen Share compared to our competitors . This has been proven by independent sources and, most importantly, end-users on review sites like G2 Crowd, TrustRadius, SoftwareAdvice, GetVoIP and more! •Should our customers need us, they can reach us anytime and anywhere, for we are available 24/7. Our customer support is consistently rated #1 by end-users on review sites. Awards and Recognition GoTo's UCC solutions have been recognized as leaders in the industry. Several examples include but are not limited to the following: •2022 TMCNet Product of the Year Award for exceptional innovation following February’s rebrand and launch of a new product experience •TrustRadius recognizes GoTo products for twelve of their 2022 Top Rated Awards following GoTo's recent rebrand from LogMeIn •2021: TMC, a global, integrated media company, has named GoToConnect Contact Center as a 2021 Contact Center Technology Award winner, presented by CUSTOMER Magazine •2022 Shortlist Awards for VoIP and Call Center Software •Leader in G2’s Spring 2022 Grid Reports for VoIP Providers •2022 TrustRadius Top Rated Awards in Unified Communications as a Service (UCaaS), VoIP and Video Conferences Packet Page. 600 GoTo is the All-In-On e Solution for Essential connections. We have top -notch offerings for all of the business communications and IT support software you would need to connect and support your employees and community easily. With a zero-trust security architecture, 99.999% uptime and 24/7 dedicated support, we have been trusted for reliability and security since 2003. In addition, we have numerous integrations, such as with Slack and Teams, plus a global network of partners to help you to connect from anywhere. GoToConnect Solution Phones: Enterprise-grade with 100+ features, and comes with inclusive minutes for local, long distance and International calls. Meetings: Video & Audio conferencing with screen share and advanced collaboration capabilities included. Meet with up to 250 people. Contact Center: Feature-rich and easy to deploy cloud -based customer engagement solution that is designed to fit the budget of any small-mid-sized business. Webinars & Virtual Events: An online event platform to deliver delightful experiences for your customers, while driving better engagement and lead generation. Training & Townhalls: Online training software for better connections. Engage before, during and after session for enhanced virtual experiences Packet Page. 601 Why GoToConnect •We have the Best Administration Tools on the market. •We're experienced, and it helped us be the Most Reliable platform throughout COVID - 19. •Our Customer Support is rated #1 by end-users; we are available 24-7 •We provide a Unique Portfolio of Flexible Software–UCaaS, CCaaS, Webinars & Virtual Events, Training & Support. •We won't be beaten on Value for Money, for you can save up to 33% against leading competitors. GoTo Meeting, included with GoToConnect With an extensive series of updates to the product, GoToMeeting delivers a flawless experience from start to finish for both IT and end users. Shaped by thousands of customer conversations, the new GoToMeeting revolutionizes the way you communicate with features designed to save you time, so you can build stronger relationships and collaborate with ease. We’re by your side before, during, and after your meetings take place – modernizing workforce productivity that will prepare your organization for years to come. Packet Page. 602 Pre-Meeting: Get started with meeting tools that make launching and joining meetings easy. •Business messaging: Communicate anytime with integrated chat. Start or join meetings in a single click – right from your current conversation. Learn More. •Your personal online meeting room: Create a custom meeting link that makes it easy to invite attendees to your own personal meeting room, reserved just for you. Learn More. •Call Me: Let GoTo Meeting call your phone when it’s time for a meeting to start. Learn More. •Join from your phone: Participants can dial in to the meeting from their phone for added flexibility on -the-go. Toll-free in over 50 countries. •Webcam preview: Test and preview your webcam before entering a meeting to check your connection and video. In-Meeting: Share, collaborate and come up with new ideas with in real -time with these GoTo Meeting features. •Screen sharing: Easily share your desktop, smartphone, or tablet screen with everyone. Present, collaborate and keep everyone on the same page. Learn More. •Meeting drawing tools: Draw on your screen to collaborate, brainstorm or present in real-time. Learn More. •Commuter Mode for mobile meetings: Call in with a distraction-free environment while on the go. Commuter mode turns your entire phone screen into a color-coded audio/mute button that uses up to 90% less bandwidth. Learn More. •Custom backgrounds: Customize your webcam background and truly work from “anywhere.” Packet Page. 603 •Presenter control: Give meeting guests presenter control so they can share their screen and help run the meeting. You can even share control of your keyboard or mouse. After your meeting See what went well in your meeting and find action items or key takeaways. •Meeting transcriptions: Easily share automatic transcripts of your recorded meetings or look back for important notes and action items. Learn More. •Cloud recording: Record your meetings locally or in the cloud and share or revisit them later. Learn More. •Meeting diagnostic reports: View stats and analysis of meeting performance on an individual level, for quick troubleshooting. Integrate with your favorite tools: Integrate GoTo Meeting with apps you already use in your workflow. Launch meetings directly from Slack, Outlook, Chrome, or Salesforce for a smoother, more convenient meeting experience. Packet Page. 604 1 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND INTELESYS This Agreement is made and entered into as of November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Intelesys, a California Corporation with its principal place of business at 3155-B East Sedona Court, Ontario, CA 91764 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of vendor services for the following project: VOIP (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1.Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 3. Vendor Practices. All vendor services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4.Compensation. a.Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b.In no event shall the total amount paid for services rendered by Packet Page. 605 2 Consultant under this Agreement exceed the sum of $58,166.28 (First Year cost for hardware, training, and installation $34,163.48. Year Two cost for monthly service is $18,714.96, and a 10% contingency for hardware and additional lines of service if needed is $5,287.84) This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to the City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through November 20, 2026 unless the Agreement is previously terminated as provided for herein (“Term”). 7.Maintenance of Records; Audits. a.Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b.Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8.Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9.Delays in Performance. Packet Page. 606 3 a.Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c.Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10.Compliance with Law. a.Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b.If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c.If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11.Standard of Care. Consultant’s services will be performed in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the industry currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12.Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 607 4 13.City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14.Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15.Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16.Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a.Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b.Commercial General Liability (i)The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii)Coverage for Commercial General Liability insurance shall be Packet Page. 608 5 at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii)Commercial General Liability Insurance must include coverage for the following: (1)Bodily Injury and Property Damage (2)Personal Injury/Advertising Injury (3)Premises/Operations Liability (4)Products/Completed Operations Liability (5)Aggregate Limits that Apply per Project (6)Explosion, Collapse and Underground (UCX) exclusion deleted (7)Contractual Liability with respect to this Contract (8)Broad Form Property Damage (9)Independent Consultants Coverage (iv)The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v)The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi)The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c.Automobile Liability (i)At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii)Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii)The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. Packet Page. 609 6 (iv)Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d.Workers’ Compensation/Employer’s Liability (i)Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii)To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e.Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f.Privacy/Network Security (Cyber) At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code. h.Minimum Policy Limits Required (i)The following insurance limits are required for the Agreement: Combined Single Limit Packet Page. 610 7 Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii)Defense costs shall be payable in addition to the limits. (iii)Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i.Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j.Policy Provisions Required (i)Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii)The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance Packet Page. 611 8 and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii)The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv)All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v)The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k.Qualifying Insurers (i)All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1)Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l.Additional Insurance Provisions (i)The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii)If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is Packet Page. 612 9 canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii)The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv)Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m.Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17.Indemnification. a.To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b.If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a Packet Page. 613 10 court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18.California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19.Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20.Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21.Termination or Abandonment a.City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Packet Page. 614 11 Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b.Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22.Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23.Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24.Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25.Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27.Organization. Consultant shall assign Aaron Betts as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. Packet Page. 615 12 28.Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29.Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rolland Kornblau With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Intelesys 3155 Sedona Court Bldg B Ontario, CA 91764 Attn: Aaron Betts 30.Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31.Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32.Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33.Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34.Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns Packet Page. 616 13 of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. Packet Page. 617 14 43.Electronic Signatures. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature [SIGNATURES ON FOLLOWING PAGE] Packet Page. 618 15 SIGNATURE PAGE FOR VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND INTELESYS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochell Clayton Acting City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney CONSULTANT Signature Aaron Betts Name President Title Packet Page. 619 16 EXHIBIT A Packet Page. 620 Product GoTo Hosted Telephone System Solution 556.85$ Telephone Handset Rental -$ Estimated taxes and fees 71.57$ Misc.-$ Recurring Monthly 628.42$ Estimated Professional Services (Includes design, programming, training and onsite deployment)5,520.00$ Professional Services Discount (1,380.00)$ Training 1,500.00$ Training Discount (375.00)$ Hardware Misc.-$ Sales Tax Network Readiness Assessment and Preparation - Assumes PoE in place, patch cables exist in data center, and phones will run inline with network devices. Minor cabling (Not included) may be required -$ Estimated Shipping -$ One-time Total 5,265.00$ Free Month(s) Credit Total first year costs 12,806.04$ Signed___________________________ Date___________ Includes Intelesys VIP Government discount Solution Platform Pricing Recurring Monthly One time setup / hardware Costs Packet Page. 621 Product GoTo Hosted Telephone System Solution 811.75$ Telephone Handset Rental -$ Estimated taxes and fees 119.41$ Misc.-$ Recurring Monthly 931.16$ Estimated Professional Services (Includes design, programming, training and onsite deployment)7,990.00$ Professional Services Discount (1,997.50)$ Training 3,000.00$ Training Discount (750.00)$ Hardware 1,797.24$ Misc.-$ Sales Tax 143.78$ Network Readiness Assessment and Preparation - Assumes PoE in place, patch cables exist in data center, and phones will run inline with network devices. Minor cabling (Not included) may be required -$ Estimated Shipping -$ One-time Total 10,183.52$ Free Month(s) Credit Total first year costs 21,357.44$ Signed___________________________Date___________ Includes Intelesys VIP Government discount Solution Platform Pricing Recurring Monthly One time setup / hardware Costs Packet Page. 622 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Darren Goodman, Chief of Police Department:Police Subject:Acceptance of 2024 COPS CHP Grant (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-224 authorizing: 1. The City Manager to Accept the 2024 Department of Justice Community Oriented Policing Services Grant. 2. The Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget with an appropriation of $625,000.00 in both revenues and expenditures in grant funds and $432,439.30 in General Fund expenditures in grant match requirements. 3. The Police Department to increase sworn staffing from 311 to 316. Executive Summary The Department was recently awarded $625,000 from the Department of Justice Community Oriented Policing Services (COPS) Hiring Program (CHP) 2024 Grant. The first-year match funding requirement is $432,439.30. The grant will be used to hire five officers and partially pay their salaries for the first three years. The City is responsible for retaining the positions for two years after the grant funds are exhausted. Staff requests that the City Manager be authorized to accept and administer the grant and that the Department be permitted to increase staffing by five officers. Background The Department of Justice COPS grant is intended to reduce crime and promote public safety through community policing by supporting law enforcement agencies nationwide. The grant supports hiring law enforcement officers to increase an agency's Packet Page. 623 community policing and crime prevention capabilities. On May 1, 2024, the Mayor and City Council approved staff’s recommendation to authorize the Police Department to apply for funding for five police officer positions through the Community Oriented Policing Services (COPS) grant program. The Police Department subsequently submitted a CHP application requesting funding to hire five new police officers. The grant would partially fund those five positions for three years, with the City being obligated to maintain them for an additional two years beyond the three-year CHP-funded period. On September 30, 2024, the City received notification that the 2024 grant application was approved, awarding $625,000 for hiring five police officers. Discussion The Department of Justice COPS grant award provides funding for up to 75 percent of the approved entry-level salary and fringe benefits of each newly hired or rehired full- time sworn career law enforcement officer over three years of the award period. Unless otherwise waived, there is a minimum 25 percent local cash match requirement and a maximum federal share of $125,000 per officer position. The Department has received match waivers in the past; however, a waiver was not provided for this grant. Funding from this program may be used to: •Hire New Officers •Rehire Officers (laid off as a result of budget reductions) •Rehire Officers (at the time of application, currently scheduled to be laid off as a result of budget reductions) Over the last four years, the Department has applied for and received more than $28,000,000 in grant funding to purchase equipment, resources, and pay personnel salaries. These resources have allowed the Department to improve community engagement, reduce crime, improve call response times, and provide better-quality public safety services. Accepting the COPS CHP Grant will provide five more officers dedicated to the Department’s mission of setting the standard of excellence in policing and improving the environment for the community to live and raise their families. CHP grant funds cannot supplant local funds by paying for officer positions currently funded through the adopted budget. Consequently, the Department will increase the number of authorized sworn staff from 311 to 316. The award of the CHP grant creates an opportunity to increase officer staffing levels within the Police Department while covering a substantial portion of the cost for the first year of employment. The total grant performance period is 10/1/2024 through 9/30/2029. During the second and third years of the performance period, the City would provide a progressively greater share of the cost for each officer. Accepting the grant would effectively delay the total cost of the additional officers until year three. Beginning 10/1/2027 and lasting through 9/30/2029, the City would be responsible for covering the entire cost of each position. Packet Page. 624 Based on current hiring plans, staff anticipates hiring for positions funding through this grant program as early as December 12, 2024. Staff requests authorization to expend CHP grant funds as early as December 12, 2024. 2021-2025 Strategic Targets and Goals The request to authorize the receipt, obligation, and expenditure of the 2024 Department of Justice, Community Oriented Policing Services (COPS) Hiring Program Grant aligns with Key Target 1b: Improved Operational & Financial Capacity – Implement, maintain, and update a fiscal accountability plan, and Target 3c: Improved Quality of Life - Constantly evaluate public safety service delivery models to enhance the quality of service. Fiscal Impact FISCAL YEAR COST, GRANT SHARE, GENERAL FUND SHARE FISCAL YEAR COST FOR FIVE OFFICERS GRANT SHARE GENERAL FUND SHARE FY24/25 $744,939.30 $312,500 (50% of grant funds) $432,439.30 FY25/26 $817,709.30*$156,250 (25% of grant funds) $661,459.30 FY26/27 $894,264.91*$156,250 (25% of grant funds) $738,014.91 FY27/28 $974,584.63*$0 $974,584.63 FY28/29 $1,058,919.54*$0 $1,058,919.54 Budget Adjustment: Yes SOURCE OF FUNDS: FY 2024 CHP grant funds supply $625,000 of the total cost.For Fiscal Year: 24/25 *Includes step increases, and estimated 3% year over year COLA Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-224 authorizing: 1. The City Manager to Accept the 2024 Department of Justice Community Oriented Policing Services Grant. 2. The Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget with an appropriation of $625,000 in both revenues and expenditures in grant funds and $432,439.30 in General Fund expenditures in grant match requirements. 3. The Police Department to increase sworn staffing from 311 to 316. Packet Page. 625 Attachments Attachment 1 Resolution No. 2024-224 Attachment 2 2024 COPS Grant Award Package Ward: All Wards Synopsis of Previous Council Actions: May 1, 2024 Mayor and City Council authorized the Police Department to apply for funding of five officers through the FY2024 COPS grant program. December 6, 2023 Approved Resolution 2023-184 to accept the FY 2023 CHP Grant Funds November 16, 2022 Approved Resolution 2022-241 to accept the FY 2022 CHP Grant Funds December 1, 2021 Approved Resolution 2021-284 to accept the FY2021 CHP Grant Funds July 15, 2021 Approved Resolution 2020-167 to accept the FY2020 CHP Grant funds February 20, 2019 Approved Resolution 2019-29 adopting the Community Oriented Policing and Problem Solving Philosophy Packet Page. 626 Resolution No. 2024-224 Resolution No. 2024-224 November 20, 2024 Page 1 of 3 RESOLUTION NO. 2024-224 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ACCEPT THE 2024 DEPARTMENT OF JUSTICE COMMUNITY ORIENTED POLICING SERVICES GRANT, THE DIRECTOR OF FINANCE AND MANAGEMENT SERVICES TO AMEND THE FY 2024/25 ADOPTED BUDGET WITH AN APPROPRIATION OF $625,000.00 IN BOTH REVENUES AND EXPENDITURES IN GRANT FUNDS AND $432,439.30 IN GENERAL FUND EXPENDITURES IN GRANT MATCH REQUIREMENTS, AND THE POLICE DEPARTMENT TO INCREASE SWORN STAFFING FROM 311 TO 316. WHEREAS, The City of San Bernardino has been awarded the 2024 Department of Justice, Community Oriented Policing Services Hiring Program Grant in the amount of $625,000.00, and, WHEREAS, The City will use the funding to promote community policing efforts and reduce gun related violent crime. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The above recitals are true and correct and are incorporated herein by this reference. SECTION 2. The City Manager is hereby authorized to accept the 2024 Department of Justice Community Oriented Policing Services Hiring Program Grant in the amount of $625,000 for the grant period October 1, 2024 through September 30, 2029. SECTION 3. The Director of Project and Management Services is hereby authorized to amend the FY2024/25 Adopted Budget with an appropriation of $625,000 in both revenue and expenditure for grant funds and a General Fund match requirement of $432,439.30 in expenditures. SECTION 4. The Police Department is hereby authorized to increase sworn staffing from 311 to 316, effective October 1, 2024. SECTION 5.That the City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Packet Page. 627 Resolution No. 2024-224 Resolution No. 2024-224 November 20, 2024 Page 2 of 3 5 8 0 8 SECTION 6.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 7. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November 2024. Helen Tran, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 628 Resolution No. 2024-224 Resolution No. 2024-224 November 20, 2024 Page 3 of 3 5 8 0 8 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-224, adopted at a regular meeting held on the 20th day of November 20th 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this ____ day of November 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 629 Department of Justice (DOJ) Office of Community Oriented Policing Services (COPS Office) Washington, D.C. 20531 Name and Address of Recipient: SAN BERNARDINO, CITY OF 710 N D ST City, State and Zip:SAN BERNARDINO, CA 92401 Recipient UEI:HRJPGFZSC3H6 Project Title: FY24 COPS Hiring Program (CHP) Award Number: 15JCOPS-24-GG-03528-UHPX Solicitation Title: FY24 COPS Hiring Program Federal Award Amount: $625,000.00 Federal Award Date: 9/30/24 Awarding Agency: Office of Community Oriented Policing Services Funding Instrument Type:Grant Opportunity Category: D Assistance Listing: 16.710 - Public Safety Partnership and Community Policing Grants Project Period Start Date: 10/1/24 Project Period End Date: 9/30/29 Budget Period Start Date: 10/1/24 Budget Period End Date : 9/30/29 Project Description: The COPS Hiring Program (CHP) provides funding to law enforcement agencies to hire and/or rehire additional career law enforcement officers in an effort to increase their community policing capacity and crime prevention efforts. Anticipated outcomes of CHP awards include engagement in planned community partnerships, implementation of projects to analyze and assess problems, implementation of changes to personnel and agency management in support of community policing, and increased capacity of agency to engage in community policing activities. Page: 1 of 19 Packet Page. 630 Award Letter September 30, 2024 Dear Darren Goodman, On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Community Oriented Policing Services (the COPS Office) has approved the application submitted by SAN BERNARDINO, CITY OF for an award under the funding opportunity entitled 2024 FY24 COPS Hiring Program. The approved award amount is $625,000. Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance. For COPS Office and OVW funding the Award Offer also includes any Other Award Documents. Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by the COPS Office, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient of the award. Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies for non-compliance, which may include termination of the award and/or a requirement to repay award funds. Prior to accepting the award, your Entity Administrator must assign a Financial Manager, Grant Award Administrator, and Authorized Representative(s) in the Justice Grants System (JustGrants). The Entity Administrator will need to ensure the assigned Authorized Representative(s) is current and has the legal authority to accept awards and bind the entity to the award terms and conditions. To accept the award, the Authorized Representative(s) must accept all parts of the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date. To access your funds, you will need to enroll in the Automated Standard Application for Payments (ASAP) system, if you haven’t already completed the enrollment process in ASAP. The Entity Administrator should have already received an email from ASAP to initiate this process. Congratulations, and we look forward to working with you. Hugh T. Clements COPS Director Office for Civil Rights Notice for All Recipients The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) enforces federal civil rights laws and other provisions that prohibit discrimination by recipients of federal financial assistance from OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW). Several civil rights laws, including Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance (recipients) to give assurances that they will comply with those laws. Taken together, these and other civil rights laws prohibit recipients from discriminating in the provision of services and employment because of race, color, national origin, religion, disability, and sex or from discriminating in the provision of services on the bases of age. Some recipients of DOJ financial assistance have additional obligations to comply with other applicable nondiscrimination provisions like the Omnibus Crime Control and Safe Streets Act of 1968, which prohibits discrimination on the basis of religion in addition to race, color, national origin, and sex. Recipients may also have related requirements regarding the development and implementation of equal employment opportunity programs. Page: 2 of 19 Packet Page. 631 OCR provides technical assistance, training, and other resources to help recipients comply with civil rights obligations. Further, OCR administratively enforces civil rights laws and nondiscrimination provisions by investigating DOJ recipients that are the subject of discrimination complaints. In addition, OCR conducts compliance reviews of DOJ recipients based on regulatory criteria. These investigations and compliance reviews permit OCR to evaluate whether DOJ recipients are providing services to the public and engaging in employment practices in a nondiscriminatory manner . For more information about OCR, your civil rights and nondiscrimination responsibilities, how to notify your employees or beneficiaries of their civil rights protections and responsibilities and how to file a complaint, as well as technical assistance, training, and other resources, please visit www.ojp.gov/program/civil-rights-office/outreach. If you would like OCR to assist you in fulfilling your civil rights or nondiscrimination responsibilities, please contact us at askOCR@o jp.usdoj.gov or www.ojp.gov/program/civil-rights-office/about#ocr-contacts . Award Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Recipient Information Recipient Name SAN BERNARDINO, CITY OF UEI HRJPGFZSC3H6 ORI Number CA03610 Street 1 710 N D ST Street 2 City SAN BERNARDINO State/U.S. Territory California Zip/Postal Code 92401 Country United States County/Parish Province Award Details Federal Award Date 9/30/24 Award Type Initial Award Number 15JCOPS-24-GG-03528-UHPX Supplement Number 00 Federal Award Amount $625,000.00 Funding Instrument Type Grant Assistance Listing Number Assistance Listings Program Title 16.710 Public Safety Partnership and Community Policing Grants Page: 3 of 19 Packet Page. 632 Statutory Authority The Public Safety Partnership and Community Policing Act of 1994, 34 U.S.C. § 10381 et seq [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Project Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Solicitation Title 2024 FY24 COPS Hiring Program Application Number GRANT14152675 Awarding Agency COPS Grant Manager Name TAMMY RICHARDSON Phone Number 202-598-6908 E-mail Address TAMMY.RICHARDSON2@USDOJ.GOV Project Title FY24 COPS Hiring Program (CHP) Performance Period Start Date 10/01/2024 Performance Period End Date 09/30/2029 Budget Period Start Date 10/01/2024 Budget Period End Date 09/30/2029 Project Description The COPS Hiring Program (CHP) provides funding to law enforcement agencies to hire and/or rehire additional career law enforcement officers in an effort to increase their community policing capacity and crime prevention efforts. Anticipated outcomes of CHP awards include engagement in planned community partnerships, implementation of projects to analyze and assess problems, implementation of changes to personnel and agency management in support of community policing, and increased capacity of agency to engage in community policing activities. [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Page: 4 of 19 Packet Page. 633 Financial Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. A financial analysis of budgeted costs has been completed. All costs listed in the approved budget below were programmatically approved based on the final proposed detailed budget and budget narratives submitted by your agency to the COPS Office. Any adjustments or edits to the proposed budget are explained below. Budget Clearance Date:9/15/24 8:25 PM Comments No items Budget Category Proposed Budget Change Approved Budget Percentages Sworn Officer Positions:$1,964,914$1 $1,964,915 –– Civilian or Non-Sworn Personnel:$0 $0 $0 –– Travel:$0 $0 $0 –– Equipment:$0 $0 $0 –– Supplies:$0 $0 $0 –– SubAwards:$0 $0 $0 –– Procurement Contracts:$0 $0 $0 –– Other Costs:$0 $0 $0 –– Total Direct Costs:$1,964,914$1 $1,964,915 –– Indirect Costs:$0 $0 $0 –– Total Project Costs:$1,964,914$1 $1,964,915 –– Federal Funds:$625,000 $0 $625,000 31.81% Match Amount:$1,339,915$0 $1,339,915 68.19% Program Income:$0 $0 $0 0.00% Budget Category Sworn Officer Page: 5 of 19 Packet Page. 634 BudgetYearDetail Base Salary and Fringe Benefits for Sworn Officer Sworn Officer Position Title Sworn Officer Position Description Police Officer Number of Positions 5 Salary per Officer Fringe Benefits per Officer Summary Totals Year 1 Year 2 Year 3 Benefits per Officer Salary per Officer Total per Officer always hidden spacer Total per Officer All Years $392,983 Total Salary and Benefits $1,964,915 alway s hidde n spacer alway s hidde n spacer $24,3 08.91 $96,7 23.36 $121, 032.27 alway s hidde n spacer alway s hidde n spacer $25,8 51.85 $103, 331.28 $129, 183.13 alway s hidde n spacer alway s hidde n spacer $28,4 23.33 $114, 344.04 $142, 767.37 Civilian Personnel Travel Equipment Supplies Page: 6 of 19 Packet Page. 635 SubAwards Procurement Contracts Other Costs Indirect Costs [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Other Award Documents [ ] Approved Problem Focus Area: Violent Crime: Homicide 5 Full?Time Officers Funded 5 New Hires 0 Rehires Previously Laid Off 0 Rehires Scheduled for Lay Off I have read and understand the information presented in this section of the Federal Award Instrument . Award Conditions This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. 1 Restrictions on Internal Confidentiality Agreements: No recipient or subrecipient under this award, or entity that receives a contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts the lawful reporting of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. Further Consolidated Appropriations Act, 2024, Public Law 118-47, Division B, Title VII, Section 742. 2 Federal Civil Rights: The recipient and any subrecipient must comply with applicable federal civil rights and nondiscrimination statutes and regulations including: Section 601 of the Civil Rights Act of 1964 (42 U.S.C. § 2000d), as implemented in Subparts C and D of 28 C.F.R. Part 42; section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), as implemented in Subpart G of 28 C.F.R. Part 42; section 901 of the Education Amendments of 1972 (20 U.S.C. § 1681), as implemented in Subpart D of 28 C.F.R. Parts 42 and 54; section 303 of the Age Discrimination Act of 1975 (42 U.S.C. § 6102), as implemented in Subpart I of 28 C.F.R. Part 42; and section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968 (34 U.S.C. § 10228(c)), as implemented in Subpart D of 28 C.F.R. Part 42. In addition to applicable federal statutes and regulations that pertain to civil rights and nondiscrimination, the recipient and any subrecipient must comply with the requirements in 28 C.F.R. Parts 22 (Confidentiality of Identifiable Research and Statistical Information); 28 C.F.R. Part 23 (Criminal Intelligence Systems Operating Policies); 28 C.F.R. Part 38 (Partnerships with Faith-Based and Other Neighborhood Organizations); and 28 C.F.R. Part 46 (Protection of Human Subjects). For an overview of the civil rights laws and nondiscrimination requirements in connection with your award, please see https://www.ojp.gov/program/civil-rights/overview. Page: 7 of 19 Packet Page. 636 3 Award Monitoring Activities: Federal law requires that recipients receiving federal funding from the COPS Office must be monitored to ensure compliance with their award conditions and other applicable statutes and regulations. The COPS Office is also interested in tracking the progress of our programs and the advancement of community policing. Both aspects of award implementation—compliance and programmatic benefits—are part of the monitoring process coordinated by the U.S. Department of Justice. Award monitoring activities conducted by the COPS Office include site visits, enhanced office-based grant reviews, alleged noncompliance reviews, financial and programmatic reporting, and audit resolution. As a COPS Office award recipient, you agree to cooperate with and respond to any requests for information pertaining to your award. This includes all financial records, such as general accounting ledgers and all supporting documents. All information pertinent to the implementation of the award is subject to agency review throughout the life of the award, during the close-out process and for three-years after the submission of the final expenditure report. 2 C.F.R. §§ 200.334 and 200.337, and, as applicable, 34 U.S.C. § 10385(a). 4 Authorized Representative Responsibility: The recipient understands that, in accepting this award, the Authorized Representatives declare and certify, among other things, that they possess the requisite legal authority to accept the award on behalf of the recipient entity and, in so doing, accept (or adopt) all material requirements throughout the period of performance under this award. The recipient further understands, and agrees, that it will not assign anyone to the role of Authorized Representative during the period of performance under the award without first ensuring that the individual has the requisite legal authority. 5 Contract Provision: All contracts made by the award recipients under the federal award must contain the provisions required under 2 C.F.R. Part 200, Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. Please see appendices in the Award Owner’s Manual for a full text of the contract provisions. 6 Award Owner’s Manual: The recipient agrees to comply with the terms and conditions in the applicable award year COPS Office Program Award Owner's Manual; DOJ Grants Financial Guide; COPS Office statute (34 U.S.C. § 10381, et seq.) as applicable; Students, Teachers, and Officers Preventing (STOP) School Violence Act of 2018 (34 U.S.C. § 10551, et seq.) as applicable; the requirements of 2 C.F.R. Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards), including subsequent changes, as adopted by the U.S. Department of Justice in 2 C.F.R. § 2800.101; 48 C.F.R. Part 31 (FAR Part 31) as applicable (Contract Cost Principles and Procedures); the Cooperative Agreement as applicable; representations made in the application; and all other applicable program requirements, laws, orders, regulations, or circulars. Failure to comply with one or more award requirements may result in remedial action including, but not limited to, withholding award funds, disallowing costs, suspending, or terminating the award, or other legal action as appropriate. Should any provision of an award condition be deemed invalid or unenforceable by its terms, that provision will be applied to give it the maximum effect permitted by law. Should the provision be deemed invalid or unenforceable in its entirety, such provision will be severed from this award. 7 Duplicative Funding: The recipient understands and agrees to notify the COPS Office if it receives, from any other source, funding for the same item or service also funded under this award. 8 Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and COPS Office authority to terminate award): The recipient and subrecipient agree to comply with the following requirements of 2 C.F.R. Part 175, Appendix A to Part 175 – Award Term: I. Trafficking in Persons (a) Provisions applicable to a recipient that is a private entity. (1) Under this award, the recipient, its employees, subrecipients under this award, and subrecipient’s employees must not engage in: (i) Severe forms of trafficking in persons; Page: 8 of 19 Packet Page. 637 (ii) The procurement of a commercial sex act during the period of time that this award or any subaward is in effect; (iii) The use of forced labor in the performance of this award or any subaward; or (iv) Acts that directly support or advance trafficking in persons, including the following acts: (A) Destroying, concealing, removing, confiscating, or otherwise denying an employee access to that employee’s identity or immigration documents; (B) Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless: (1) Exempted from the requirement to provide or pay for such return transportation by the Federal department or agency providing or entering into the grant or cooperative agreement; or (2) The employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action; (C) Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment; (D) Charging recruited employees a placement or recruitment fee; or (E) Providing or arranging housing that fails to meet the host country’s housing and safety standards. (2) The Federal agency may unilaterally terminate this award or take any remedial actions authorized by 22 U.S.C. 7104b(c), without penalty, if any private entity under this award: (i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix; or (ii) Has an employee that is determined to have violated a prohibition in paragraph (a)(1) of this this appendix through conduct that is either: (A) Associated with the performance under this award; or (B) Imputed to the recipient or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),’’ as implemented by DOJ at 2 C.F.R. Part 2867. (b) Provision applicable to a recipient other than a private entity. (1) The Federal agency may unilaterally terminate this award or take any remedial actions authorized by 22 U.S.C. 7104b(c), without penalty, if a subrecipient that is a private entity under this award: (i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix; or (ii) Has an employee that is determined to have violated a prohibition in paragraph (a)(1) of this appendix through conduct that is either: (A) Associated with the performance under this award; or (B) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),’’ as implemented by 2 C.F.R. Part 2867. (c) Provisions applicable to any recipient. (1) The recipient must inform the Federal agency and the Inspector General of the Federal agency immediately of any information you receive from any source alleging a violation of a prohibition in paragraph (a)(1) of this appendix. (2) The Federal agency’s right to unilaterally terminate this award as described in paragraphs (a)(2) or (b)(1) of this appendix: (i) Implements the requirements of 22 U.S.C. 78, and (ii) Is in addition to all other remedies for noncompliance that are available to the Federal agency under this award. (3) The recipient must include the requirements of paragraph (a)(1) of this award term in any subaward it makes to a private entity. (4) If applicable, the recipient must also comply with the compliance plan and certification requirements in 2 CFR 175.105(b). (d) Definitions. For purposes of this award term: Employee means either: (1) An individual employed by the recipient or a subrecipient who is engaged in the performance of the project or program under this award; or (2) Another person engaged in the performance of the project or program under this award and not compensated by the recipient including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing requirements. Private Entity means any entity, including for-profit organizations, nonprofit organizations, institutions of higher Page: 9 of 19 Packet Page. 638 education, and hospitals. The term does not include foreign public entities, Indian Tribes, local governments, or states as defined in 2 CFR 200.1. The terms ‘‘severe forms of trafficking in persons,’’ ‘‘commercial sex act,’’ ‘‘sex trafficking,’’ ‘‘Abuse or threatened abuse of law or legal process,’’ ‘‘coercion,’’ ‘‘debt bondage,’’ and ‘‘involuntary servitude’’ have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). 9 Termination: Recipient understands and agrees that the COPS Office may terminate funding, in whole or in part, for the following reasons: (1) When the recipient fails to comply with the terms and conditions of a Federal award. (2) When the recipient agrees to the termination and termination conditions. (3) When the recipient provides the COPS Office written notification requesting termination including the reasons, effective date, and the portion of the award to be terminated. The COPS Office may terminate the entire award if the remaining portion will not accomplish the purposes of the award. (4) Pursuant to any other award terms and conditions, including, when an award no longer effectuates the program goals or agency priorities to the extent such termination is authorized by law. 2. C.F.R. § 200.340. 10 Recipient Integrity and Performance Matters: For awards over $500,000, the recipient agrees to comply with the following requirements of 2 C.F.R. Part 200, Appendix XII to Part 200 – Award Term and Condition for Recipient Integrity and Performance Matters: I. Reporting of Matters Related to Recipient Integrity and Performance (a) General Reporting Requirement. (1) If the total value of your active grants, cooperative agreements, and procurement contracts from all Federal agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient must ensure the information available in the responsibility/qualification records through the System for Award Management (SAM.gov), about civil, criminal, or administrative proceedings described in paragraph (b) of this award term is current and complete. This is a statutory requirement under section 872 of Public Law 110–417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111– 212, all information posted in responsibility/qualification records in SAM.gov on or after April 15, 2011 (except past performance reviews required for Federal procurement contracts) will be publicly available. (b) Proceedings About Which You Must Report. (1) You must submit the required information about each proceeding that— (i) Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; (ii) Reached its final disposition during the most recent five-year period; and (iii) Is one of the following— (A) A criminal proceeding that resulted in a conviction; (B) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (C) An administrative proceeding that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (D) Any other criminal, civil, or administrative proceeding if— (1) It could have led to an outcome described in paragraph (b)(1)(iii)(A) through (C); (2) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (3) The requirement in this award term to disclose information about the proceeding does not conflict with applicable laws and regulations. (c) Reporting Procedures. Enter the required information in SAM.gov for each proceeding described in paragraph (b) of this award term. You do not need to submit the information a second time under grants and cooperative agreements that you received if you already provided the information in SAM.gov because you were required to do so under Federal procurement contracts that you were awarded. (d) Reporting Frequency. During any period of time when you are subject to the requirement in paragraph (a) of this award term, you must report proceedings information in SAM.gov for the most recent five-year period, either to report new information about a proceeding that you have not reported previously or affirm that there is no new information to report. If you have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000, you must disclose semiannually any information about the criminal, civil, and administrative proceedings. Page: 10 of 19 Packet Page. 639 (e) Definitions. For purposes of this award term— Administrative proceeding means a nonjudicial process that is adjudicatory in nature to make a determination of fault or liability (for example, Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with the performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. Conviction means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. Total value of currently active grants, cooperative agreements, and procurement contracts includes the value of the Federal share already received plus any anticipated Federal share under those awards (such as continuation funding). 11 Reporting Subawards and Executive Compensation: The recipient agrees to comply with the following requirements of 2 C.F.R. Part 170, Appendix A to Part 170 – Award Term: I. Reporting Subawards and Executive Compensation (a) Reporting of first-tier subawards—(1) Applicability. Unless the recipient is exempt as provided in paragraph (d) of this award term, the recipient must report each subaward that equals or exceeds $30,000 in Federal funds for a subaward to an entity or Federal agency. The recipient must also report a subaward if a modification increases the Federal funding to an amount that equals or exceeds $30,000. All reported subawards should reflect the total amount of the subaward. (2) Reporting Requirements. (i) The entity or Federal agency must report each subaward described in paragraph (a)(1) of this award term to the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS) at http://www.fsrs.gov. (ii) For subaward information, report no later than the end of the month following the month in which the subaward was issued. (For example, if the subaward was made on November 7, 2025, the subaward must be reported by no later than December 31, 2025). (b) Reporting total compensation of recipient executives for entities—(1) Applicability. The recipient must report the total compensation for each of the recipient’s five most highly compensated executives for the preceding completed fiscal year if: (i) The total Federal funding authorized to date under this Federal award equals or exceeds $30,000; (ii) in the preceding fiscal year, the recipient received: (A) 80 percent or more of the recipient’s annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and, (iii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 after receiving this subaward. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http:// www.sec.gov/answers/execomp.htm.) (2) Reporting Requirements. The recipient must report executive total compensation described in paragraph (b)(1) of this appendix: (i) As part of the recipient’s registration profile at https://www.sam.gov. (ii) No later than the month following the month in which this Federal award is made, and annually after that. (For example, if this Federal award was made on November 7, 2025, the executive total compensation must be reported by no later than December 31, 2025.) (c) Reporting of total compensation of subrecipient executives—(1) Applicability. Unless a first-tier subrecipient is exempt as provided in paragraph (d) of this appendix, the recipient must report the executive total compensation of each of the subrecipient’s five most highly compensated executives for the subrecipient’s preceding completed fiscal year, if: (i) The total Federal funding authorized to date under the subaward equals or exceeds $30,000; (ii) In the subrecipient’s preceding fiscal year, the subrecipient received: (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and, (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Page: 11 of 19 Packet Page. 640 Federal awards (and subawards) subject to the Transparency Act; and (iii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 after receiving this subaward. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) (2) Reporting Requirements. Subrecipients must report to the recipient their executive total compensation described in paragraph (c)(1) of this appendix. The recipient is required to submit this information to the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS) at http://www.fsrs.gov no later than the end of the month following the month in which the subaward was made. (For example, if the subaward was made on November 7, 2025, the subaward must be reported by no later than December 31, 2025). (d) Exemptions. (1) A recipient with gross income under $300,000 in the previous tax year is exempt from the requirements to report: (i) Subawards, and (ii) The total compensation of the five most highly compensated executives of any subrecipient. (e) Definitions. For purposes of this award term: Entity includes: (1) Whether for profit or nonprofit: (i) A corporation; (ii) An association; (iii) A partnership; (iv) A limited liability company; (v) A limited liability partnership; (vi) A sole proprietorship; (vii) Any other legal business entity; (viii) Another grantee or contractor that is not excluded by subparagraph (2); and (ix) Any State or locality; (2) Does not include: (i) An individual recipient of Federal financial assistance; or (ii) A Federal employee. Executive means an officer, managing partner, or any other employee holding a management position. Subaward has the meaning given in 2 CFR200.1. Subrecipient has the meaning given in 2CFR 200.1. Total Compensation means the cash and noncash dollar value an executive earns during an entity’s preceding fiscal year. This includes all items of compensation as prescribed in 17 CFR 229.402(c)(2). 12 Assurances and Certifications: The recipient acknowledges its agreement to comply with the Assurances and Certifications forms that were signed as part of its application. 13 Conflict of Interest: Recipients and subrecipients must disclose in writing to the COPS Office or pass-through entity, as applicable, any potential conflict of interest affecting the awarded federal funding in 2 C.F.R. § 200.112. 14 Debarment and Suspension: The recipient agrees not to award federal funds under this program to any party which is debarred or suspended from participation in federal assistance programs. 2 C.F.R. Part 180 (Government-wide Nonprocurement Debarment and Suspension) and 2 C.F.R. Part 2867 (DOJ Nonprocurement Debarment and Suspension). 15 Equal Employment Opportunity Plan (EEOP): All recipients of funding from the COPS Office must comply with the federal regulations pertaining to the development and implementation of an Equal Employment Opportunity Plan. 28 C.F.R. Part 42 subpart E. 16 Page: 12 of 19 Packet Page. 641 Employment Eligibility: The recipient agrees to complete and keep on file, as appropriate, the Department of Homeland Security, U.S. Citizenship and Immigration Services (USCIS) Employment Eligibility Verification Form (I-9). This form is to be used by recipients of federal funds to verify that persons are eligible to work in the United States. Immigration Reform and Control Act of 1986 (IRCA), Public Law 99-603. 17 Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information: Recipients and subrecipients agree not to discharge, demote, or otherwise discriminate against an employee as reprisal for the employee disclosing information that he or she reasonably believes is evidence of gross mismanagement of a federal contract or award, a gross waste of federal funds, an abuse of authority relating to a federal contract or award, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a Federal contract (including the competition for or negotiation of a contract) or award. Recipients and subrecipients also agree to provide to their employees in writing (in the predominant native language of the workforce) of the rights and remedies provided in 41 U.S.C. § 4712. Please see appendices in the Award Owner’s Manual for a full text of the statute. 18 False Statements: False statements or claims made in connection with COPS Office awards may result in fines, imprisonment, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 31 U.S.C. § 3729-3733. 19 Mandatory Disclosure: Recipients and subrecipients must timely disclose in writing to the Federal awarding agency or pass-through entity, as applicable, all federal criminal law violations involving fraud, bribery, or gratuity that may potentially affect the awarded federal funding. Recipients that receive an award over $500,000 must also report certain civil, criminal, or administrative proceedings in SAM and are required to comply with the Term and Condition for Recipient Integrity and Performance Matters as set out in 2 C.F.R. Part 200, Appendix XII to Part 200. Failure to make required disclosures can result in any of the remedies, including suspension and debarment, described in 2 C.F.R. § 200.339. 2 C.F.R. § 200.113. 20 Reports/Performance Goals: To assist the COPS Office in monitoring and tracking the performance of your award, your agency will be responsible for submitting semi-annual programmatic performance reports that describe project activities during the reporting period and quarterly Federal Financial Reports using Standard Form 425 (SF-425). 2 C.F.R. §§ 200.328 - 200.329. The performance report is used to track your agency’s progress in implementing the award, and, as applicable, community policing strategies including gauging the effectiveness of your agency’s community policing capacity. The Federal Financial Report is used to track the expenditures of the recipient’s award funds on a cumulative basis throughout the life of the award. 21 System for Award Management (SAM.gov) and Universal Identifier Requirements: The recipient agrees to comply with the following requirements of 2 C.F.R. Part 25, Appendix A to Part 25 – Award Term: I. System for Award Management (SAM.gov) and Universal Identifier Requirements (a) Requirement for System for Award Management. (1) Unless exempt from this requirement under 2 CFR 25.110, the recipient must maintain a current and active registration in SAM.gov. The recipient’s registration must always be current and active until the recipient submits all final reports required under this Federal award or receives the final payment, whichever is later. The recipient must review and update its information in SAM.gov at least annually from the date of its initial registration or any subsequent updates to ensure it is current, accurate, and complete. If applicable, this includes identifying the recipient’s immediate and highest-level owner and subsidiaries and providing information about the recipient’s predecessors that have received a Federal award or contract within the last three years. (b) Requirement for Unique Entity Identifier (UEI). (1) If the recipient is authorized to make subawards under this Federal award, the recipient: (i) Must notify potential subrecipients that no entity may receive a subaward until the entity has provided its UEI to the recipient. (ii) Must not make a subaward to an entity unless the entity has provided its UEI to the Page: 13 of 19 Packet Page. 642 recipient. Subrecipients are not required to complete full registration in SAM.gov to obtain a UEI. (c) Definitions. For the purposes of this award term: System for Award Management (SAM.gov) means the Federal repository into which a recipient must provide the information required for the conduct of business as a recipient. Additional information about registration procedures may be found in SAM.gov (currently at https://www.sam.gov). Unique entity identifier means the universal identifier assigned by SAM.gov to uniquely identify an entity. Entity is defined at 2 CFR 25.400 and includes all of the following types as defined in 2 CFR 200.1: (1) Non-Federal entity; (2) Foreign organization; (3) Foreign public entity; (4) Domestic for-profit organization; and (5) Federal agency. Subaward has the meaning given in 2 CFR 200.1. Subrecipient has the meaning given in 2 CFR 200.1. 22 Additional High-Risk Recipient Requirements: The recipient agrees to comply with any additional requirements that may be imposed during the award performance period if the awarding agency determines that the recipient is a high- risk recipient. 2 C.F.R. § 200.208. 23 Memorandum of Understanding Requirement (for School Resource Officers only) Recipients using award funding to hire and/or deploy School Resource Officers into schools understand and agree to the following: • Your agency must submit a signed Memorandum of Understanding (MOU) between the law enforcement agency and the school partner(s) to the COPS Office before obligating or drawing down funds under this award. The MOU must be submitted to the COPS Office within 90 days of the date shown on the award letter. • Your agency’s MOU must contain the following information ? o The purpose of the MOU o Clearly defined roles and responsibilities of the school district and the law enforcement agency, focusing officers’ roles on safety o Information sharing o Supervision responsibility and chain of command for the SRO o Signatures Note: Please refer to the MOU Fact Sheet for a detailed explanation of the requirements under each of the bullets Your agency’s implementation of the CHP award without submission and acceptance of the required MOU may result in expenditures not being reimbursed by the COPS Office and/or award de-obligation. 24 School Resource Officer (SRO) Training Requirement: COPS Office-funded SRO(s) are required to complete an SRO 40-hour basic training course from a list of COPS Office approved provider(s). Training must be completed no later than nine months after the date shown on the award congratulatory letter or six months from the SRO hire date; whichever comes first. If a COPS Office-funded SRO leaves the recipient agency after completing the training, the recipient agrees to pay for the new SRO, who is assigned to backfill this position, to attend a 40 hour basic training course. The new SRO must complete the training no later than nine months after being placed in the school. If the officer has completed 40-hour basic training within the last 12 months prior to the award date, the condition has been fulfilled. Any longer than 12 months will require the officers to retake the course. The agency must coordinate with the training provider if they want funds to cover registration and travel costs. 25 Retention: At the time of award application, your agency committed to retaining all sworn officer positions awarded under the CHP award with state and/or local funds for a minimum of 12 months following the conclusion of 36 months of federal funding for each position, over and above the number of locally-funded sworn officer positions that would have existed in the absence of the award. Your agency cannot satisfy the retention requirement by using CHP-funded positions to fill locally-funded vacancies resulting from attrition. 34 U.S.C. § 10382 (c)(8). Page: 14 of 19 Packet Page. 643 26 Background Investigations: Recipients agree to ensure that each officer(s) hired with CHP funding will be subject to a background investigation, notify the COPS Office upon completion of the background investigation for each officer hired under the CHP award, and cooperate with the COPS Office and provide updates on the status of background investigations upon request. 2 C.F.R. § 200.208 If the COPS Office determines that CHP funds are being used to pay the salary and fringe benefits of an officer who has not undergone a background investigation, the COPS Office may temporarily suspend grant funds in accordance with 2 C.F.R. §200.339 until the agency can demonstrate the background investigation has been completed. 27 Supplementing, not Supplanting: State, local, and tribal government recipients must use award funds to supplement, and not supplant, state, local, or Bureau of Indian Affairs (BIA) funds that are already committed or otherwise would have been committed for award purposes (hiring, training, purchases, and/or activities) during the award period. In other words, state, local, and tribal government recipients may not use COPS Office funds to supplant (replace) state, local, or BIA funds that would have been dedicated to the COPS Office-funded item(s) in the absence of the COPS Office award. 34 U.S.C. § 10384(a). 28 Modifications: Occasionally, a change in an agency’s fiscal or law enforcement situation necessitates a change in its COPS Office CHP award. Award modifications under CHP are evaluated on a case-by-case basis in accordance with 2 C.F.R. § 200.308(i). For federal awards in excess of $250,000, any modification request involving the reallocation of funding between budget categories that exceed or are expected to exceed 10 percent (10%) of the total approved budget requires prior written approval by the COPS Office. Regardless of the federal award amount or budget modification percentage, any reallocation of funding is limited to approved budget categories. In addition, any budget modification that changes the scope of the project requires prior written approval by the COPS Office. In addition, please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. In addition, modification requests should be submitted to the COPS Office when an agency determines that it will need to shift officer positions awarded in one hiring category into a different hiring category and/or reduce the total number of positions awarded. For example, if an agency was awarded CHP funding for two new, additional sworn officer positions, but due to fiscal distress/constraints the agency needs to change the hiring category from the new hire category to the rehire category for officers laid off or scheduled for layoff on a specific future date post-application, the agency would have to request a modification. The COPS Office will only consider a modification request after an agency makes final, approved budget and/or personnel decisions. An agency may implement the modified award following written approval from the COPS Office. Please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. During the CHP award period, it may become necessary for an agency to modify its CHP award due to changes in an agency’s fiscal or law enforcement situation. Modification requests should be submitted to the COPS Office when an agency determines that it will need to shift officer positions awarded in one hiring category into a different hiring category, reduce the total number of positions awarded, shift funds among benefit categories, and/or reduce the entry- level salary and fringe benefit amounts. For example, an agency may have been awarded CHP funding for 10 new, additional full-time sworn officer positions, but due to severe fiscal distress/constraints, the agency determines it is unable to sustain all 10 positions and must reduce its request to five full-time positions; or an agency may have been awarded CHP funding for two new, additional sworn officer positions, but due to fiscal distress/constraints the agency needs to change the hiring category from the new hire category to the rehire category for officers laid off or scheduled for layoff on a specific future date post-application. Award modifications under CHP are evaluated on a case-by-case basis. The COPS Office will only consider a modification request after an agency makes final, approved budget and/or personnel decisions. An agency may implement the modified award following written approval from the COPS Office. Please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. 29 Local Match: COPS Hiring Program award recipients are required to contribute a local match of at least 25 percent towards the total cost of the approved award project, unless waived in writing by the COPS Office. The local match must be a cash match from funds not previously budgeted for law enforcement purposes and must be paid during the award period. The local match contribution must be made on an increasing basis during each year of the three-year Page: 15 of 19 Packet Page. 644 award period, with the federal share decreasing accordingly. 34 U.S.C. § 10381(g). 30 Extensions: Your agency may request an extension of the 60-month award performance period to receive additional time to implement your award program. Such extensions do not provide additional funding. Any request for an extension will be evaluated on a case-by-case basis. Only those recipients that can provide a reasonable justification for delays will be granted no-cost extensions. Reasonable justifications may include difficulties in filling COPS Office- funded positions, officer turnover, or other circumstances that interrupt the 36-month funding period. An extension allows your agency to compensate for such delays by providing additional time to complete the full 36 months of funding for each position awarded. 2 C.F.R. §§ 200.308(f)(10) and 200.309. Extension requests must be received prior to the end date of the award. 31 Contracts and/or MOUs with other Jurisdictions: Sworn law enforcement officer positions awarded must be used for law enforcement activities or services that benefit your agency and the population that it serves. The items funded under the CHP award cannot be utilized by other agencies unless the items benefit the population that your agency serves. Your agency may use items funded under the CHP award to assist other law enforcement agencies under a resource sharing, mutual aid, or other agreement to address multi-jurisdictional issues as described in the agreement. 32 Community Policing: Community policing activities to be initiated or enhanced by your agency and the officers funded by this award program were identified and described in your CHP award application. Your agency developed a community policing plan for the CHP award with specific reference to a crime or disorder problem and the following elements of community policing: (a) problem solving—your agency’s plan to assess and respond to the problem identified; (b) community partnerships and support, including related governmental and community initiatives that complement your agency’s proposed use of CHP funding; and (c) organizational transformation—how your agency will use the funds to reorient its mission to community policing or enhance its involvement in and commitment to community policing. Throughout the CHP award period, your agency is required to implement the community policing plan it set forth in the CHP award application. The COPS Office defines community policing as a philosophy that promotes organizational strategies that support the systematic use of partnerships and problem-solving techniques to proactively address the immediate conditions that give rise to public safety issues such as crime, social disorder, and fear of crime. CHP awards through the specific officers funded (or an equal number of redeployed veteran officers) must be used to initiate or enhance community policing activities. All newly hired additional or rehired officers (or an equal number of redeployed veteran officers) funded under CHP must implement your agency’s approved community policing plan, which you described in your award application. 33 Career Law Enforcement Officer: Officer hiring funds may only be used to pay entry-level salaries and fringe benefits for full-time “career law enforcement officers” for 36 months. The COPS Office’s statute defines a “career law enforcement officer” as “a person hired on a permanent basis who is authorized by law or by a State or local public agency to engage in or supervise the prevention, detection, or investigation of violations of criminal laws.” 34 U.S.C. §10389(1). A recipient agency may use officer hiring funds to pay the salary and benefits of recruits while in academy training to become “career law enforcement officers” if it is the standard practice of the agency to do so with locally- funded recruits. The State of Alaska, and any Indian tribe or tribal organization in that State, may also use officer hiring funds for a “village public safety officer” defined as “an individual employed as a village public safety officer under the program established by the State pursuant to Alaska Statute 18.65.670.” Tribal Law and Order Act of 2010, Pub. L. 111-211, title II, § 247 (a)(2). 34 Evaluations: The COPS Office may conduct monitoring or sponsor national evaluations of its award programs. The recipient agrees to cooperate with the monitors and evaluators. 34 U.S.C. § 10385(b). 35 Allowable Costs Condition: The funding under this project is for the payment of three years (36 months) of approved Page: 16 of 19 Packet Page. 645 full-time entry-level salaries and fringe benefits during the five-year (60 months) period of performance. The maximum federal share is $125,000 per officer position (unless a local match waiver is approved) for career law enforcement officer positions hired and/or rehired on or after the official award start date. Any salary and fringe benefit costs higher than entry-level that your agency pays a CHP-funded officer must be paid with local funds. Your agency is required to use CHP award funds for the specific hiring categories awarded. In accordance with 2 C.F.R. § 200.400(g), the recipient or subrecipient must not earn or keep any profit resulting from the award. Funding under this program may be used for the following categories: • Hiring new officers, which includes filling existing officer vacancies that are no longer funded in your agency’s budget; • Rehiring officers laid off by any jurisdiction as a result of state, local, or Bureau of Indian Affairs (BIA) budget reductions; and/or • Rehiring officers who were, at the time of award application, scheduled to be laid off (by your jurisdiction) on a specific future date as a result of state, local, or BIA budget reductions. If your agency’s local fiscal conditions have changed and your agency needs to change one or more of the funded hiring categories, your agency should request an award modification and receive prior approval before spending CHP funding under the new category. The approved budget in the award package specifies the amount of CHP funds awarded to your agency. Please note that the salary and fringe benefit costs requested in your CHP application may have been adjusted or removed. Your agency may only be reimbursed for the approved cost categories up to the amounts specified in the approved budget. Only actual allowable costs incurred during the award period will be eligible for reimbursement and drawdown. If your agency experiences any cost savings over the course of the award (for example, your award application overestimated the total entry-level officer salary and fringe benefits package), your agency may not use that excess funding to continue salary payments to the officers beyond 36 months. Any funds remaining after your agency has drawn down for the costs of approved salaries and fringe benefits incurred for each awarded position during the 36-month funding period will be deobligated during the closeout process and should not be spent by your agency. 36 Advancing Department of Justice Priority Problem Focus Areas: This condition applies to agencies that selected one of the following priority crime problem/focus areas to address in their COPS Hiring Program (CHP) application: • Building Legitimacy and Trust • Violent Crime/Gun Violence • Combatting Hate and Domestic Extremism • Police-based Response to Persons in Crisis Your agency understands and agrees to the following: Your agency will implement the one specific community policing plan identified in your CHP award application? Your agency will address its specific priority crime problem throughout the entire CHP award period? Your agency will implement any organizational changes identified in its CHP award application; Your agency will cooperate with any award monitoring by the COPS Office to ensure that it is initiating or enhancing its community policing efforts to address its priority crime problem, which may include your agency having to respond to additional or modified reporting requirements. [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Award Acceptance Declaration and Certification to the U.S. Department of Justice as to Acceptance By checking the declaration and certification box below, I-- A. Declare to the U.S. Department of Justice (DOJ), under penalty of perjury, that I have authority to make this declaration and certification on behalf of the applicant. B. Certify to DOJ, under penalty of perjury, on behalf of myself and the applicant, to the best of my knowledge and belief, that the following are true as of the date of this award acceptance: (1) I have conducted or there was conducted Page: 17 of 19 Packet Page. 646 (including by applicant’s legal counsel as appropriate and made available to me) a diligent review of all terms and conditions of, and all supporting materials submitted in connection with, this award, including any assurances and certifications (including anything submitted in connection therewith by a person on behalf of the applicant before, after, or at the time of the application submission and any materials that accompany this acceptance and certification); and (2) I have the legal authority to accept this award on behalf of the applicant. C. Accept this award on behalf of the applicant. D. Declare the following to DOJ, under penalty of perjury, on behalf of myself and the applicant: (1) I understand that, in taking (or not taking) any action pursuant to this declaration and certification, DOJ will rely upon this declaration and certification as a material representation; and (2) I understand that any materially false, fictitious, or fraudulent information or statement in this declaration and certification (or concealment or omission of a material fact as to either) may be the subject of criminal prosecution (including under 18 U.S.C. §§ 1001 and/or 1621, and/or 34 U.S.C. §§ 10271-10273), and also may subject me and the applicant to civil penalties and administrative remedies under the federal False Claims Act (including under 31 U.S.C. §§ 3729-3730 and/or §§ 3801-3812) or otherwise. Agency Approval Title of Approving Official COPS Director Name of Approving Official Hugh T. Clements Signed Date And Time 9/24/24 4:24 PM Authorized Representative Page: 18 of 19 Packet Page. 647 Page: 19 of 19 Packet Page. 648 2 3 8 2 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Lynn Merrill, Director of Public Works Department:Public Works Subject:Amendment No. 3 Agreement with RHA Landscape Architects – Planners Inc. for Nicholson Park Design (Ward 6) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 3 to the Professional Design Services Agreement with RHA Landscape Architects – Planners Inc. in the amount of $20,000 for Nicholson Park (Project); and 2. Authorize project contingencies in the total amount of $5,000 for additional services for the Project; and 3. Authorize the City Manager or designee to execute all documents with RHA Landscape Architects – Planners Inc.; and 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. 5. Extend the term of the agreement to December 30, 2025. Executive Summary: Amending the Agreement for Design Services for the Nicholson Park Project would lead to the construction of park amenities, returning the park to a safe and attractive condition. The amendment would allow RHA Landscape Architects – Planners Inc. (RHA) to complete additional work necessary for the design of the park improvements. Amendment No. 3 will include RHA’s fee of $20,000. Additional funds are recommended for contingencies in the amount of $5,000 The total cost for the additional services including contingencies is $25,000. Packet Page. 649 2 3 8 2 Background Nicholson Neighborhood Park, located at 2737 West 2nd Street, is a City-owned 9.52 acre park facility that includes recreational amenities and a community center building. The recreational area of the park currently consists of two baseball diamonds with a concession/score keeper area (restroom included), a community garden, outdoor basketball court, picnic shelter, picnic tables, barbeque grills, a playground area, restrooms, and parking lot. While the park area continues to see some general community use, the community center building has been closed for programming for several years due to financial challenges. Over the past several years, Nicholson Neighborhood Park has become a target for vandalism due to the lack of programmed activities at the site. Many of the supporting outbuildings, irrigation, and lighting systems have been damaged beyond repair. During the preparation of the FY 2020/21 Capital Improvement Plan (CIP), staff recommended rehabilitation of the park to return the property to a safe and attractive condition. Restoration of the park and its amenities will assist in drawing positive activities back to the area and restore recreation opportunities for the surrounding neighborhood. On June 24, 2020, the Mayor and City Council approved Resolution No. 2020-128 adopting the City’s Annual Operating Budget for Fiscal year 2020/21. The budget included CIP Project PR21-006 for Nicholson Neighborhood Park Improvements (“Project”). Funding to support the Project has been established in the amount of $1,000,000 in Community Development Block Grant (CDBG) funding and $150,000 in Meadowbrook Insurance Claim funds, for a total Project budget of $1,150,000. On March 3, 2021, the Mayor and City Council adopted Resolution No. 2021-037 approving award of a Design Services Agreement with RHA Landscape Architects – Planners, Inc. for the Nicholson Park Improvements in the amount of $215,295. On February 2, 2022, the Mayor and City Council adopted Resolution No. 2022-026 allocating $8,850,000 in ARPA (American Rescue Plan Act) funds to complete the project. On August 3, 2022, the Mayor and City Council approved Amendment No. 1 to the Professional Design Services Agreement with RHA Landscape Architects – Planners, Inc. adding extra design services in the amount of $197,250 and increasing the purchase order to a total amount not-to-exceed $412,545 for the preliminary design of Nicholson Park. On August 2, 2023, the Mayor and City Council approved Amendment No. 2 to the Professional Design Services Agreement with RHA Landscape Architects – Planners, Inc. adding extra design services in the amount of $47,300 and increasing the purchase order to a total amount not-to-exceed $459,845. Packet Page. 650 2 3 8 2 On December 6, 2023, the Mayor and City Council approved the construction award to Urban Habitat in the total amount of $9,437,197.56 for project construction, construction contingencies, and construction management costs. On February 21, 2024, the Mayjor and City Council approved an award for Construction Management and Construction Inspection Services to Z&K Consultants Inc. in the amount of $471,876.00. On April 17, 2024, the Mayor and City Council approved the proposed substantial amendment to fiscal years 2023-2024 and 2020-2021 annual action plan associated with CDBG funds. On September 4, 2024, the Mayor and City Council approved to increase the construction contingency and construction management budget for this project from $1,290,000 to the total amount of $2,139,564.87. On September 18, 2024, the Major and City Council received and filed an update on the City’s American Rescue Plan Act (ARPA) projects, allocations, and spending to date and authorized the City Manager to obligate ARPA funds for City led projects per the US Department of Treasury Guidelines, by executing Inter-Agency agreements. Discussion Notice to Proceed was issued to Urban Habitat on April 29, 2024. As part of the construction process, Urban Habitat have submitted requests for information that are reviewed by RHA Landscape. Due to the complexity of the project, RHA Landscape have expended their construction support services budget. RHA Landscape is requesting an authorization for additional work for construction support services necessary to complete construction for this Project. This additional support is to facilitate effective communication between RHA Landscape and the construction team. By allowing RHA Landscape to address any inquiries or clarifications regarding the project, we aim to ensure that all parties are aligned in their understanding of the project specifications and requirements. The fee for the additional services is $20,000. Staff recommends the inclusion of an additional $5,000 for contingencies from unforeseen circumstances. The total cost of the additional construction support services and contingencies is $25,000. Item Amount RHA Amendment No. 3 Request $20,000.00 Contingency $5,000.00 Total $25,000.00 Packet Page. 651 2 3 8 2 The initial purchase order was set at $215,295.00. This was followed by Amendment No. 1, which adjusted the amount by $197,250.00. Subsequently, Amendment No. 2 added $47,300.00 to the total. The not-to-exceed amount for the project was established at $459,845.00. We are proposing Amendment No. 3 for an additional $20,000.00 with $5,000. for contingency. As a result, the new total for the purchase order now stands at $484,845.00. To address Amendment No. 3, staff recommend utilizing the contingency funds secured on September 4, 2024. The current contingency balance is $745,127.48, and this Amendment will require $25,000, leaving a remaining balance of $720,127.48. 2021-2025 Strategic Targets and Goals Authorizing the execution of this amendment aligns with Key Target No. 4: Economic Growth & Development. The additional amenities to Nicholson Neighborhood Park will improve community participation for new recreational activities. Fiscal Impact The fiscal impact is a reduction to the Measure S Contingency balance of $25,000. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve Amendment No. 3 to the Professional Design Services Agreement with RHA Landscape Architects – Planners Inc. in the amount of $20,000 for Nicholson Park (Project); and 2. Authorize project contingencies in the total amount of $5,000 for additional services for the Project; and 3. Authorize the City Manager or designee to execute all documents with RHA Landscape Architects – Planners Inc.; and Previous Purchase Orders & Amendments Inital Purchase Order $215,295.00 Amendment No.1 $197,250.00 Amendment No.2 $47,300.00 Not-To-Exceed Amount $459,845.00 Amendment No. 3 $25,000.00 New Purchase Order Total $484,845.00 Measure S Contingency Existing Budget $745,127.48 Additional Funding Support $25,000.00 Ending Balance $720,127.48 Packet Page. 652 2 3 8 2 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. 5. Extend the term of the agreement to December 30, 2025. Attachments Attachment 1 Amendment No. 3 To Agreement with RHA Landscape Architects – Planners Inc. Attachment 2 Amendment No. 2 To Agreement with RHA Landscape Architects – Planners Inc. Attachment 3 Amendment No. 1 To Agreement with RHA Landscape Architects - Planners Inc Attachment 4 Agreement with RHA Landscape Architects – Planners Inc Attachment 5 Location Map Ward: Sixth Ward Synopsis of Previous Council Actions: April 15, 2020 Mayor and City Council approved the City’s GY 2020/21 CDBG Action Plan June 24, 2020 Mayor and City Council adopted Resolution No. 2020-128 approving Capital Improvement Program FY 2020/21. March 3, 2021 Resolution No. 2021-37 adopted agreement with RHA Landscape Architects – Planners, Inc. to provide the design services for Nicholson Neighborhood Park February 2, 2022 Mayor and City Council adopted Resolution No. 2022-26 assigning American Rescue Plan (ARP) funds in the amount of $8,850.000 to the Nicholson Park Project in lieu of future grant funding August 3, 2022 Amendment No. 1 to Agreement with RHA Landscape Architects – Planners, Inc. to provide additional design services for Nicholson Park Design (Ward 6) August 2, 2023 Amendment No. 2 Agreement with RHA Landscape Architects – Planners, Inc. for Nicholson Park Design (Ward 6) December 6, 2023 Award of Agreement for Construction of Nicholson Neighborhood Park Improvements (Ward 6) Packet Page. 653 2 3 8 2 February 21, 2024 Award of Agreement for Construction Management and Inspection Services for the Nicholson Park Improvements (Ward 6) April 17, 2024 Proposed Substantial Amendment to Fiscal Years 2023-2024 and 2020-2021 Annual Action Plan Associated with Community Development Block Grant and Community Development Block Grant (All Wards) September 4, 2024 Recommendation to Increase the Construction Contingency and Construction Management Budget for Nicholson Park Improvements Project (Ward 6) September 18, 2024 American Rescue Plan Update (Fall 2024) (All Wards) Packet Page. 654 -1- AMENDMENT NO. 3 TO DESIGN SERVICES AGREEMENT WITH RHA LANDSCAPE ARCHITECTS-PLANNERS, INC. This Amendment No. 3 to the Design Services Agreement is made and entered into as of November 20, 2024 (“Effective Date”), by and between the City of San Bernardino, a charter city and municipal corporation (“City”) and RHA Landscape Architects-Planners, Inc., a California corporation (“Designer”). City and Designer are sometimes referred to herein individually as a “Party” and collectively as “Parties.” RECITALS A. WHEREAS, the City and the Designer have entered into an agreement, dated, March 3, 2021, for the professional design of the Nicholson Neighborhood Park Project (the “Master Agreement”). B. WHEREAS, the City and Designer entered into Amendment No. 1 to the Original Agreement, dated August 3, 2022, C. WHEREAS, the City and Designer entered into the Amendment No. 2 to the Original Agreement, dated August 2, 2023 which extended the term of the Original Agreement, added additional services, and increased the not-to-exceed amount to provide compensation for those additional services. D. WHEREAS, the Parties now desire to amend the Original Agreement in order to include additional services, extend the term of the Original Agreement, and to provide compensation for the additional services. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 3 and the Master Agreement, the Parties mutually agree as follows: AGREEMENT 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Services. The Services, as that term is defined in the Original Agreement, are hereby amended to include additional services related to the Nicholson Neighborhood Park Improvements Project. The additional services are more fully described in Exhibit “A-3”, attached hereto to this Amendment No. 3 and incorporated herein by this reference. 3. Amendment to Section 3.1.2 of the Master Agreement. Section 3.1.2 of the Master Agreement shall be amended to read as follows: “3.1.2 Term. The term of this Agreement shall be from March 03, 2021 to December 30, 2025, unless earlier terminated as provided herein. Designer shall Packet Page. 655 -2- complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.” 4. Compensation. The total not to exceed compensation amount shall be increased by Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) increasing the total not to exceed compensation amount from Four Hundred Fifty-Nine Thousand Eight Hundred Forty-Five Dollars and Zero Cents ($459,845.00) to Four Hundred Eighty-Four Thousand Eight Hundred Forty-Five Dollars and Zero Cents ($484,845.00). 5. Full Force. Except as amended by this Amendment No. 3, all provisions of the Original Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 3. 6. Electronic Transmission. A manually signed copy of this Amendment No. 3 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 3 for all purposes. This Amendment No. 3 may be signed using an electronic signature. 7. Counterparts. This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 656 -3- SIGNATURE PAGE TO AMENDMENT NO. 3 TO DESIGN SERVICES AGREEMENT WITH RHA LANDSCAPE ARCHITECTS-PLANNERS, INC. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the Effective Date first herein above written. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton, City Manager APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney DESIGNER RHA LANDSCAPE ARCHITECTS- PLANNERS, INC. Signature Name Title Packet Page. 657 -4- EXHIBIT A-3 SCOPE OF ADDITIONAL SERVICES [ATTACHED] Packet Page. 658 6840 INDIANA AVENUE, SUITE 100, R IVERSIDE, CALIFORNIA 92506 (951) 781-1930 www.rhala.com LICENSE #2799 A U T H O R I Z A T I O N F O R A D D I T I O N A L W O R K TO: Date: Project: RHA Project No. Authorization No. Dear Eddie, RHA Landscape Architects-Planners, Inc. has developed the following scope of services and fee schedule for landscape architectural services required on the Nicholson Park project. These services are being provided to you in addition to the original contract at your request. Scope of Services Fee This additional work authorization is an addendum to the existing contract. The terms and conditions of the original contract are applicable to this addendum. Subsequent to your review of the above referenced scope of services, please sign and return this form to RHA Landscape Architects-Planners, Inc. A PDF version via email is sufficient. Cordially, Authorized by: RHA Landscape Architects-Planners, Inc. City of San Bernardino Doug Grove, RLA, ASLA, LEED AP By: __________________________________ President Date: ______________________________ Ramon “Eddie” Mendez, PE Principal Engineer City of San Bernardino Public Works Engineering Division 201 North E Street 2nd Floor San Bernardino, CA 92401 11.8.2024 Nicholson Neighborhood Park Improvements 21112 Project 8754 1) Additional Construction Support Services for park 2) Construction Support Services for community center 1) $10,000 2) $10,000 Packet Page. 659 AMENDMENT NO. 2 TO DESIGN SERVICES AGREEMENT WITH RHA LANDSCAPE ARCHITECTS-PLANNERS, INC. This Amendment No. 2 to the Design Services Agreement is made and entered into as of August 2, 2023 ("Effective Date"), by and between the City of San Bernardino, a charter city and municipal corporation ("City") and RHA Landscape Architects-Planners, Inc., a California corporation ("Designer"). City and Designer are sometimes referred to herein individually as a "Party" and collectively as "Parties." RECITALS A. WHEREAS, the City and the Designer have entered into an agreement, dated, March 3, 2021, for the professional design of the Nicholson Neighborhood Park Project (the "Original Agreement"). B. WHEREAS, the City and Designer entered into Amendment No. 1 to the Original Agreement, dated August 3, 2022, which extended the term of the Original Agreement, added additional services, and increased the not-to-exceed amount to provide compensation for those additional services. C. WHEREAS, the Parties now desire to amend the Original Agreement in order to include additional services, extend the term of the Original Agreement, and to provide compensation for the additional services. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2 and the Original Agreement, as previously amended, the Parties mutually agree as follows: AGREEMENT 1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. Services. The Services, as that term is defined in the Original Agreement, are hereby amended to include additional services related to the Nicholson Neighborhood Park Improvements Project. The additional services are more fully described in Exhibit "A-2", attached hereto to this Amendment No. 2 and incorporated herein by this reference. 3. Amendment to Section 3.1.2 of the Original Agreement. Section 3.1.2 of the Original Agreement shall be amended to read as follows: "3.1.2 Term. The term of this Agreement shall be from March 03, 2021 to December 30, 2023, unless earlier terminated as provided herein. Designer shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines." 4. Compensation. The total not to exceed compensation amount shall be increased by Forty-Seven Thousand Three Hundred Dollars and Zero Cents ($47,300.00) increasing the total not to exceed compensation amount from to Four Hundred Twelve Thousand Five Hundred Forty-Five Dollars and Zero Cents ($412,545.00) to Four Hundred Fifty-Nine Thousand Eight Hundred Forty-Five Dollars DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E Packet Page. 660 and Zero Cents ($459,845.00). 5. Full Force. Except as amended by this Amendment No. 2, all provisions of the Original Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2. 6. Electronic Transmission. A manually signed copy of this Amendment No. 2 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 2 for all purposes. This Amendment No. 2 may be signed using an electronic signature. 7. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E Packet Page. 661 SIGNATURE PAGE TO AMENDMENT NO. 2 TO DESIGN SERVICES AGREEMENT WITH RHA LANDSCAPE ARCHITECTS-PLANNERS, INC. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written. CITY OF SAN BERNARDINO DESIGNER APPROVED BY: RHA LANDSCAPE ARCHITECTS- PLANNERS, INC. Charles E McNeely, Interim City Manager Signature APPROVED AS TO FORM: Name Best Best & Krieger LLP City Attorney Title DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E President Doug Grove Packet Page. 662 EXHIBIT A-2 SCOPE OF ADDITIONAL SERVICES [ATTACHED] DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E Packet Page. 663 1) At the direction of the City of San Bernardino the Landscape, that were at 100% complete are being revised. City directed cost cutting measures which included the removal of the parking lot along Meridian Ave., the Pickleball courts, EV parking stalls had to be moved, fencing and walkways revised, and the irrigation redesigned. 2) Civil Engineering drawings that were at 100% complete are required to be revised. Revisions include grading for removal of the parking lot along Meridian Ave., the pickleball courts, fencing and walkways revisions. Additional work included modifications to the storm drains, hydrology study, and WQMP report. 3) Electrical Engineering drawings that were at 100% complete are required to be revised. Revisions include lighting and electrical for removal of the parking lot along Meridian Ave., moving of the EV stalls, removal of the pickleball court lighting and walkway lighting revisions. 1) 2) RHA Landscape Architectural Fees DBA Engineering Fees $ 8,500 $29,000 3) JCA Electrical engineering Fees $ 9,800 Total Additional Fees $47,300 A U T H O R I Z A T I O N F O R A D D I T I O N A L W O R K TO: Okan Demirci, PE QSD/P City of San Bernardino Public Works Department 201 North E Street 2nd Floor San Bernardino, CA 92401 Date: Project: RHA Project No. Authorization No. 6.13.2023 Nicholson Neighborhood Park Improvements 21112 Project 8754 Dear Okan, RHA Landscape Architects-Planners, Inc. has developed the following scope of services and fee schedule for landscape architectural services required on the Nicholson Park project. These services are being provided to you in addition to the original contract at your request. Scope of Services Fee 6 8 0 0 I N D I A N A A V E N U E , S U I T E 2 4 5 , R I V E R S I D E , C A L I F O R N I A 9 2 5 0 6 ( 9 5 1 ) 7 8 1 - 1 9 3 0 L I C E N S E # 2 7 9 9 F A X ( 9 5 1 ) 6 8 6 - 8 0 9 1 DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E Packet Page. 664 Nicholson Park Project June 13, 2023 Okan Demirci Page 2 of 2 This additional work authorization is an addendum to the existing contract. The terms and conditions of the original contract are applicable to this addendum. Subsequent to your review of the above referenced scope of services, please sign and return this form to RHA Landscape Architects-Planners, Inc. A PDF version via email is sufficient. Cordially, Authorized by: RHA Landscape Architects-Planners, Inc. City of San Bernardino Greg Meek By: Date: RHA LANDSCAPE ARCHITECTS – PLANNERS, INC. DocuSign Envelope ID: 596171B2-1E2B-4888-9B32-BE573284391E Packet Page. 665 Packet Page. 666 Packet Page. 667 Packet Page. 668 Packet Page. 669 Packet Page. 670 Packet Page. 671 Packet Page. 672 1 CITY OF SAN BERNARDINO DESIGN SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into as March 03, 2021 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California, with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401 (“City”), and RHA LANDSCAPE ARCHITECTS PLANNERS. INC. a California – Corporation with its principal place of business at 6800 Indiana Avenue, Suite 245, Riverside, California 92506 (hereinafter referred to as “Designer”). City and Designer are sometimes individually referred to herein as “Party” and collectively as “Parties.” 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Designer. Designer desires to perform and assume responsibility for the provision of certain professional design services required by the City on the terms and conditions set forth in this Agreement. Designer warrants that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Designer is a corporation or other organization, the Project Designer designated pursuant to Section 3.2, and not the Designer itself, shall be fully licensed to practice as an architect and/or engineer in the State of California. 2.3 Project. City desires to engage Designer to render such services for the Nicholson Neighborhood Park Improvements (PR21-006) ("Project") as set forth in this Agreement. 3. TERMS 3.1 Employment of Designer. 3.1.1 Scope of Services. Designer promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional design and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement (hereinafter referred to as “Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Designer shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. Additionally, Designer shall comply with all Federal requirements applicable to the Services as set forth in Exhibit “A-I.” 3.1.2 Term. The term of this Agreement shall be from March 03, 2021 to December 30, 2021, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for no more than 6 months 10.b Packet Pg. 402 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 673 2 Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Project Designer; Key Personnel. 3.2.1 Project Designer. Designer shall name a specific individual to act as Project Designer, subject to the approval of City. Designer hereby designates David Black, RLA (License No.789824 (c27)) to act as the Project Designer for the Project. The Project Designer shall: (1) maintain oversight of the Services; (2) have full authority to represent and act on behalf of the Designer for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Project Designer shall be subject to the City’s prior written approval, which approval shall not be unreasonably withheld. The new Project Designer shall be of at least equal competence as the prior Project Designer. In the event that City and Designer cannot agree as to the substitution of a new Project Designer, City shall be entitled to terminate this Agreement for cause. 3.2.2 Key Personnel. In addition to the Project Designer, Designer has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Designer may substitute others of at least equal competence upon written approval of the City. In the event that City and Designer cannot agree as to the substitution of key personnel, engineers or consultants, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel, engineers or consultants who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Designer at the request of the City. The key additional personnel, engineers and consultants for performance of this Agreement are as follows: Doug Grove, President, Landscape Architect, RLA Greg Meek, Principal, Landscape Architect, RLA David Black, Project Manager, Landscape Architect, RLA Jennifer Salazar, Project Manager, Landscape Architect Lauren McHugh, Project Manager, Landscape Architect Andrew Lytle, Project Captain, Landscape Designer Kathy Beatty, Office Manager, Accounting 3.3 Hiring of Consultants and Personnel. 3.3.1 Right to Hire or Employ. Designer shall have the option, unless City objects in writing after notice, to employ at its expense architects, engineers, experts or other consultants qualified and licensed to render services in connection with the planning and/or administration of the Project, and to delegate to them such duties as Designer may delegate without relieving Designer from administrative or other responsibility under this Agreement. Designer shall be responsible for the coordination and cooperation of Designer’s architects, 10.b Packet Pg. 403 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 674 3 engineers, experts or other consultants. All consultants, including changes in consultants, shall be subject to approval by City in its sole and reasonable discretion. Designer shall notify City of the identity of all consultants at least fourteen (14) days prior to their commencement of work to allow City to review their qualifications and approve to their participation on the Project in its sole and reasonable discretion. 3.3.2 Qualification and License. All architects, engineers, experts and other consultants retained by Designer in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law. 3.3.3 Standards and Insurance. All architects, engineers, experts and other consultants hired by Designer shall be required to meet all of the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Designer’s agreements with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.3.4 Assignments or Staff Changes. Designer shall promptly obtain written City approval of any assignment, reassignment or replacement of such architects, engineers, experts and consultants, or of other staff changes of key personnel working on the Project. As provided in the Agreement, any changes in Designer’s consultants and key personnel shall be subject to approval by City. 3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Designer at Designer’s sole expense. 3.4 Standard of Care. 3.4.1 Standard of Care. Designer shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be responsible to City for damages sustained by the City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Designer shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or construction of the Project. Designer represents and maintains that it is skilled in the professional calling necessary to perform the Services. Designer warrants and represents that all of its employees, architects, engineers, experts and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Designer represents that it, its employees, architects, engineers, experts and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Designer shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Designer’s failure to comply with the standard of care provided for herein. 3.4.2 Performance of Employees. Any employee or consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee or 10.b Packet Pg. 404 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 675 4 consultant who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Designer and shall not be re-employed to perform any of the Services or to work on the Project. 3.5 Laws and Regulations. 3.5.1 Knowledge and Compliance. Designer shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, and shall give all notices required of the Designer by law. Designer shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Designer performs any work knowing it to be contrary to such laws, rules and regulations, Designer shall be solely responsible for all costs arising therefrom. Designer shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.5.2 Drawings and Specifications. Designer shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations, including the Uniform Building Code, in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibit “A” attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may be compensated as Additional Services which were not known or reasonably should not have been known by Designer. Designer shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with the Services described in Exhibit “A” attached hereto. For the preparation of all such drawings and specifications, the Designer shall use Computer Aided Design Drafting (“CADD”) (e.g., AutoCAD) or other technology acceptable to the Designer and City. 3.5.3 Americans with Disabilities Act. Designer will use its best professional efforts to interpret all applicable federal, state and local laws, rules and regulations with respect to access, including those of the Americans with Disabilities Act (“ADA”). Designer shall inform City of the existence of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law, and shall provide the City with its interpretation of such inconsistencies and conflicting interpretations. Unless Designer brings such inconsistencies and conflicting interpretations to the attention of the City and requests City’s direction on how to proceed, the Designer’s interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Designer, and the Designer shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. In the event that the Designer request’s City’s direction on how to proceed with respect to any inconsistent and/or conflicting interpretation, the Designer shall be responsible to the City only pursuant to the indemnification provisions of this Agreement. 3.5.4 Permits, Approvals and Authorizations. Designer shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Designer shall then 10.b Packet Pg. 405 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 676 5 assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City. 3.5.5 Water Quality Management and Compliance. (a) Compliance with Water Quality Laws, Ordinances and Regulations. Designer shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limit ation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); and any and all regulations, policies, or permits issued pursuant to any such authority. Designer shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. (b) Standard of Care. Designer warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.5.5(a) of this Agreement. Designer further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services. (c) Liability for Non-compliance. (i) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.5.5(a) of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Designer agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (ii) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Designer’s failure to comply with any applicable water quality law, regulation, or policy. Designer hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (iii) Damages: City may seek damages from Designer for delay in completing the Services caused by Designer’s failure to comply with the laws, regulations and policies described in Section 3.5.5(a) of this Agreement, or any other relevant water quality law, regulation, or policy. 3.5.6 Air Quality. 10.b Packet Pg. 406 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 677 6 (a) Compliance with Air Quality Laws, Ordinances, and Regulations. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.6 Independent Contractor. 3.6.1 Control and Payment of Subordinates. City retains Designer on an independent contractor basis and Designer is not an employee of City. Designer is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City’s employees. Any additional personnel performing the Services under this Agreement on behalf of Designer shall also not be employees of City, and shall at all times be under Designer’s exclusive direction and control. Designer shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Designer shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.7 Schedule of Services. 3.7.1 Designer Services. Designer shall fully and adequately complete the Services described in this Agreement and in Exhibit “A” attached hereto and incorporated herein by reference. 3.7.2 Timely Performance Standard. Designer shall perform all Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, Designer shall perform its Services so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Designer agrees to coordinate with City’s staff, contractors and consultants in the performance of the Services, and shall be available to City’s staff, contractors and consultants at all reasonable times. 3.7.3 Performance Schedule. Designer shall prepare an estimated time schedule for the performance of Designer’s Services, to be adjusted as the Project proceeds. Such schedule shall be subject to the City’s review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City’s review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. If City and Designer cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreem ent. The schedule shall not be exceeded by Designer without the prior written approval of City. If the Designer’s Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City 10.b Packet Pg. 407 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 678 7 will suffer damage for which the Designer will be responsible pursuant to the indemnification provision of this Agreement. 3.7.4 Excusable Delays. Any delays in Designer’s work caused by the following shall be added to the time for completion of any obligations of Designer: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Designer; and (5) Force Majeure Event. Neither the City nor the Designer shall be liable for damages, liquidated or otherwise, to the other on account of such delays. Such a non-compensable adjustment shall be Designer’s sole and exclusive remedy for such delays and the Designer will not receive an adjustment to the contract price or any other compensation. A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Designer and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. 3.7.5 Request for Excusable Delay Credit. The Designer shall, within fifteen (15) calendar days of the beginning of any excusable delay, notify the City in writing of the causes of delay (unless City grants in writing a further period of time to file such no tice prior to the date of final payment under the Agreement). City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole judgment, the findings of fact justify such an extension. The City’s findings of fact thereon shall be final and conclusive on the parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. The sole remedy of Designer for extensions of time shall be an extension of the performance time at no cost to the City. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Designer make an application for an extension of time, Designer shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time. 3.8 Additional Designer Services. 3.8.1 Request for Services. At City’s request, Designer may be asked to perform services not otherwise included in this Agreement, not included within the basic services listed in Exhibit “A” attached hereto, and/or not customarily furnished in accordance with generally accepted design practice. 3.8.2 Definition. As used herein, “Additional Services” mean: (1) any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary for the Designer to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibit “A” attached 10.b Packet Pg. 408 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 679 8 hereto. Designer shall not perform, nor be compensated for, Additional Services without prior written authorization from City and without an agreement between the City and Designer as to the compensation to be paid for such services. City shall pay Designer for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the fault of Designer pursuant to the indemnification provision of this Agreement. 3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with applicable laws, rules, regulations or codes of which Designer was aware or should have been aware pursuant to the laws and regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to: (a) Separately Bid Portions of Project. Plan preparation and/or administration of work on portions of the Project separately bid. (b) Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents. (c) Fault of Contractor. Services caused by delinquency, default or insolvency of contractor, or by major defects in the work of the contractor, provided that any such services made necessary by the failure of Designer to detect and report such matters when it reasonably should have done so shall not be compensated. (d) Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Designer. (e) Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Designer is not a party. (f) Damage Repair. Supervision of repair of damages to any structure. (g) Extra Environmental Services. Additional work required for environmental conditions (e.g. asbestos or site conditions) not already contemplated within the Designer's services for the Project. 3.9 City Responsibilities. City’s responsibilities shall include the following: 3.9.1 Data and Information. City shall make available to Designer all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria. As part of the budget limitation information, the City shall provide the Designer with a preliminary construction budget (“City’s Preliminary Construction Budget”). 3.9.2 Project Survey. If required pursuant to the scope of the Project and if requested by Designer, City shall furnish Designer with, or direct Designer to procure at City’s expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any 10.b Packet Pg. 409 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 680 9 other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information. 3.9.3 Bid Phase. Distribute Construction Documents to bidders and conduct the opening and review of bids for the Project. 3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings, test pits, and other tests as may be necessary to reveal conditions of the site which must be known to determine soil condition or to ensure the proper development of the required drawings and specifications. 3.9.5 Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental/hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations. 3.9.6 Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project. 3.9.7 City’s Representative. The City hereby designates Robert D. Field, City Manager or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Representative hereby designates Alex Qishta, Deputy DPW/ City Engineer, or his or her designee, as the City’s contact for the implementation of the Services hereunder. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.9.8 Review and Approved Documents. Review all documents submitted by Designer, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Designer of decisions pertaining to such documents within a reasonable time after submission, so as not to cause unreasonable delay as provided in the excusable delay provisions of this Agreement above. 3.10 Compensation. 3.10.1 Designer’s Compensation for Basic Services. City shall pay to Designer, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Two Hundred Fifteen Thousand and Two hundred Ninety Five Dollars ($215,295) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit “B” and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement. 3.10.2 Payment for Additional Services. At any time during the term of this Agreement, City may request that Designer perform Additional Services. As used herein, Additional Services means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Any additional work in excess of this amount 10.b Packet Pg. 410 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 681 10 must be approved by the City. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. If City requires Designer to hire consultants to perform any Additional Services, Designer shall be compensated therefore at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Designer shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3. 3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for the Services and Additional Services. Designer shall not be reimbursed for any expenses unless authorized in writing by City, which approval may be evidenced by inclusion in Exhibit “C” attached hereto. Such reimbursable expenses shall include only those expenses which are reasonably and necessarily incurred by Designer in the interest of the Project. Designer shall be required to acquire prior written consent in order to obtain reimbursement for the following: (1) extraordinary transportation expenses incurred in connection with the Project; (2) out-of-town travel expenses incurred in connection with the Project; (3) fees paid for securing approval of authorities having jurisdiction over the Project; (4) bid document duplication costs in excess of $1,000; and (5) other costs, fees and expenses in excess of $1,000. 3.10.4 Payment to Designer. Designer’s compensation and reimbursable expenses shall be paid by City to Designer no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and in accordance with the phasing and funding schedule provided in Exhibit “B” and the compensation rates indicated in Exhibit “C” attached hereto and incorporated herein by reference. In order to receive payment, Designer shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, and the amount to be paid at the address listed in Section 3.29. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Designer shall never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit “B” attached hereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Payments made for Additional Services shall be made in installments, not more often than monthly, proportionate to the degree of completion of such services or in such other manner as the parties shall specify when such services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Designer shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil 10.b Packet Pg. 411 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 682 11 Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Upon cancellation or termination of this Agreement, Designer shall be compensated as set forth in the termination provision herein. 3.10.5 Withholding Payment to Designer. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the negligence, recklessness, or willful misconduct protected under the indemnification provisions of this Agreement. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City’s right to such sums. The City may keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losse s, or damages as determined by the City, incurred by the City for which Designer is liable under the Agreement or state law. Payments to the Designer for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. Payment to the Designer shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from parties not within the Designer’s reasonable control. 3.10.6 Prevailing Wages. Designer is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Designer agrees to fully comply with and to require its consultants to fully comply with such Prevailing Wage Laws. City shall provide Designer with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Designer shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Designer’s principal place of business and at the Project site. Designer shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Designer or its consultants to comply with the Prevailing Wage Laws. It shall be mandatory upon the Designer and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3.10.7 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Designer and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Designer shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the 10.b Packet Pg. 412 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 683 12 foregoing, the contractor registration requirements mandated by Labor Code S ections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 3.10.8 Labor Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Designer’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Designer or any subcontractor that affect Designer’s performance of Services, including any delay, shall be Designer’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Designer caused delay and shall not be compensable by the City. Designer shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Designer or any subcontractor. 3.11 Notice to Proceed. Designer shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed. 3.12 Termination, Suspension and Abandonment. 3.12.1 Grounds for Termination; Designer’s Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Designer shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Designer shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Designer. Designer hereby expressly waives any and all claims for damages or compensation arising under this Agreement, except as set forth herein, in the event of such suspension, abandonment or termination. Designer may terminate this Agreement for substantial breach of performance by the City such as failure to make payment to Designer as provided in this Agreement. 3.12.2 City’s Suspension of Work. If Designer’s Services are suspended by City, City may require Designer to resume such Services within ninety (90) days after written notice from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Designer. 3.12.3 Documents and Other Data. Upon suspension, abandonment or termination, Designer shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other Project Documents, as defined below, to which City would have been entitled at the completion of Designer’s Services under this Agreement. Upon payment of the amount required to be paid to Designer pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such Project Documents prepared by or on behalf of Designer under this Agreement. Designer shall make such documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense. 10.b Packet Pg. 413 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 684 13 3.12.4 Employment of other Designers. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.13 Ownership and Use of Documents; Confidentiality. 3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, design presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the “Project Documents”) shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the Designer or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within thirty (30) calendar days following completion of the Project, Designer shall provide to City copies of all Project Documents required by City. In addition, Designer shall retain copies of all Project Documents on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs. Before destroying the Project Documents following this retention period, Designer shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.13.2 Right to Use. Designer grants to City the right to use and reuse all or part of the Project Documents, at City’s sole discretion and with no additional compensation to Designer, for the following purposes: (a) The construction of all or part of this Project. (b) The repair, renovation, modernization, replacement, reconstruction or expansion of this Project at any time; (c) The construction of another project by or on behalf of the City for its ownership and use; City is not bound by this Agreement to employ the services of Designer in the event such documents are used or reused for these purposes. City shall be able to use or reuse the Project Documents for these purposes without risk of liability to the Designer or third parties with respect to the condition of the Project Documents, and the use or reuse of the Project Documents for these purposes shall not be construed or interpreted to waive or limit City’s right to recover for latent defects or for errors or omissions of the Designer. Any use or reuse by City of the Project Documents on any project other than this Project without employing the services of Designer shall be at City’s own risk with respect to third parties. If City uses or reuses the Project Documents on any project other than this Project, it shall remove the Designer’s seal from the Project Documents and hold harmless Designer and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Project Documents on such other project. 3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents and any intellectual 10.b Packet Pg. 414 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 685 14 property rights therein. Designer shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement. 3.13.4 Right to License. Designer represents and warrants that Designer has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Designer prepares or causes to be prepared pursuant to this Agreement. Designer shall indemnify and hold City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Designer makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Designer and provided to Designer by City. 3.13.5 Confidentiality. All Project Documents, either created by or provided to Designer in connection with the performance of this Agreement, shall be held confidential by Designer to the extent they are not subject to disclosure pursuant to the Public Records Act. All Project Documents shall not, without the written consent of City, be used or reproduced by Designer for any purposes other than the performance of the Services. Designer shall not disclose, cause or facilitate the disclosure of the Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Designer which is otherwise known to Designer or is generally known, or has become known, to the related industry shall be deemed confidential. Designer shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City. 3.14 Indemnification. 3.14.1 To the fullest extent permitted by law, Designer shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Designer, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Designer’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Designer's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Designer, the City, its officials, officers, employees, agents, or volunteers. 3.14.2 If Designer’s obligation to defend, indemnify, and/or hold harmless arises out of Designer’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Designer’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Designer, and, upon Designer obtaining a final adjudication by a court of competent jurisdiction, Designer’s liability for such claim, including the cost to defend, shall not exceed the Designer’s proportionate percentage of fault. 3.15 Insurance. Designer shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this 10.b Packet Pg. 415 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 686 15 Section. In addition, Designer shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. 3.15.1 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, Designer shall, at its expense, procure and maintain in full force and effect for the duration of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Designer agrees to amend, supplement or endorse the policies to do so. 3.15.2 Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Designer’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 3.15.3 Commercial General Liability (a) The Designer shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (b) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (c) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 10.b Packet Pg. 416 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 687 16 (d) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (e) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. 3.15.4 Automobile Liability (a) At all times during the performance of the work under this Agreement, the Designer shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (b) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (c) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status. (d) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. 3.15.5 Workers’ Compensation/Employer’s Liability (a) Designer certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (b) To the extent Designer has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Designer shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Designer shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this Section. 3.15.6 Professional Liability (Errors and Omissions) (a) At all times during the performance of the work under this Agreement the Designer shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and 10.b Packet Pg. 417 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 688 17 in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Designer. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. 3.15.7 Minimum Policy Limits Required (a) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (b) Defense costs shall be payable in addition to the limits. (c) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement , or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. 3.15.8 Evidence Required (a) Prior to execution of the Agreement, the Designer shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. 3.15.9 Policy Provisions Required (a) Designer shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Designer shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Designer shall deliver renewal certificate(s) including the General 10.b Packet Pg. 418 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 689 18 Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (b) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Designer’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (c) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Designer shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Designer shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (d) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Designer or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Designer hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Designer from liability in excess of such coverage, nor shall it limit the Designer’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. 3.15.10 Qualifying Insurers (a) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 3.15.11 Additional Insurance Provisions (a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Designer, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Designer pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems 10.b Packet Pg. 419 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 690 19 necessary and any premium paid by City will be promptly reimbursed by Designer or City will withhold amounts sufficient to pay premium from Designer payments. In the alternative, City may cancel this Agreement. (c) The City may require the Designer to provide complete copies of all insurance policies in effect for the duration of the Project. (d) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 3.15.12 Subconsultant Insurance Requirements (a) Designer shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Designer, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.16 Records. Designer shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Designer shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Designer shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement. 3.17 Standardized Manufactured Items. Designer shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City’s criteria to the extent such criteria do not interfere with building design. 3.18 Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described herein. Any additional or subsequent construction at the site of the Project, or at any other City site, will be covered by, and be the subject of, a separate Agreement for design services between City and the designer chosen therefor by City. 3.19 Mediation. Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the parties. 10.b Packet Pg. 420 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 691 20 3.20 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Designer shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 3.21 Asbestos Certification. Designer shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos-containing material or other material deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Designer prepares for the Project. Designer shall require all consultants who prepare any other documents for the Project to submit the same written certification. Designer shall also assist the City in ensuring that contractors provide City with certification, in writing and under penalty of perjury, that to the best of their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. These certifications shall be part of the final Project submittal. Designer shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included. 3.22 No Third Party Rights. This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein. 3.23 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in San Bernardino County. 3.24 Exhibits and Recitals. All exhibits and recitals contained herein and attached hereto are material parts of this Agreement and are incorporated as if fully set forth. 3.25 Severability. Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. 3.26 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 3.27 Safety. 10.b Packet Pg. 421 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 692 21 Designer shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Designer shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed. 3.28 Harassment Policy. Designer shall provide a copy of the City's Harassment Policy to each of its employees assigned to perform the tasks under this Agreement. Designer shall submit to the City's Personnel Manager a statement signed by each of its employees who are assigned to perform the Services under this Agreement certifying receipt of City's Harassment Policy and certifying that they have read the Harassment Policy. A finding by the City that any of Designer's employees has harassed a City employee shall be grounds for appropriate discipline, up to and including such employee's removal from performance of this Agreement at City's request. 3.29 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, California 92401 Attn: City Manager With a Copy to: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney DESIGNER: RHA Landscape Architects Planners, Inc. 6800 Indiana Avenue, Suite 245 Riverside, CA 92506 Attn: Greg Meek Principal Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.30 Time of Essence. Time is of the essence for each and every provision of this Agreement. 10.b Packet Pg. 422 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 693 22 3.31 City’s Right to Employ Other Consultants. City reserves right to employ other consultants, including designers, in connection with this Project or other projects. 3.32 Prohibited Interests. 3.32.1 Solicitation. Designer maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Designer, to solicit or secure this Agreement. Further, Designer warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Designer, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. 3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.33 Equal Opportunity Employment. Designer represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal or state law. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Designer shall also comply with all relevant provisions of City’s minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.34 Labor Certification. By its signature hereunder, Designer certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.35 Subcontracting. As specified in this Agreement, Designer shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement. 3.36 Supplemental Conditions. Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference. 10.b Packet Pg. 423 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 694 23 3.37 Entire Agreement. This Agreement, with its exhibits, contains the entire agreement of the parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the parties hereto. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which is not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all parties hereto. [SIGNATURES ON FOLLOWING PAGE] 10.b Packet Pg. 424 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 695 24 SIGNATURE PAGE FOR DESIGN SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RHA LANDSCAPE ARCHITECTS PLANNERS, INC. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Robert D. Field City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Sonia Carvalho City Attorney GREG MEEK, PRINCIPAL Signature Name Title 10.b Packet Pg. 425 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 696 Exhibit A-1 EXHIBIT A DESIGNER’S SCOPE OF SERVICES 1. GENERAL REQUIREMENTS. 1.1 Basic Services. Designer agrees to perform all the necessary professional design, engineering (e.g. mechanical, electrical, plumbing, structural, site engineering, and any other necessary engineering services mutually agreeable to the parties) and construction administration services for the Project in a timely and professional manner, consistent with the standards of the profession, including those provided for herein. 1.2 Exclusions from Basic Services. The following services shall be excluded from the basic services listed above: N/A 1.3 Additional Services. Designer shall perform the following Additional Services for the Project: N/A 1.4 Communication with City. Designer shall participate in consultations and conferences with authorized representatives of City and/or other local, regional, or state agencies concerned with the Project, which may be necessary for the completion of the Project or the development of the drawings, specifications and documents in accordance with the applicable standards and requirements of law and the City. Such consultations and conferences shall continue throughout the planning and construction of the Project and the contractor’s warranty period. Designer shall take direction only from the City’s Representative, or any other representative specifically designated by the City for this Project, including any construction manager hired by the City. 1.5 Coordination and Cooperation with Construction Manager. The City may hire a construction manager to administer and coordinate all or any part of the Project on its behalf. If the City does so, it shall provide a copy of its agreement with the construction manager so that the Designer will be fully aware of the duties and responsibilities of the construction manager. The Designer shall cooperate with the construction manager and respond to any requests or directives authorized by the City to be made or given by the construction manager. The Designer shall request clarification from the City in writing if the Designer should have any questions regarding the authority of the construction manager. 2. INITIAL PLANNING PHASE. During the initial planning phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 2.1 Project Feasibility. Provide advice and assistance to City in determining the feasibility of the Project, analysis of the type and quality of materials and construction to be selected, the site location, and other initial planning matters. 2.2 Meeting Budget and Project Goals. Designer shall notify City in writing of potential complications, cost overruns, unusual conditions, and general needs that potentially impact the Project budget and time line, including the City’s Preliminary Construction Budget. Designer shall use its best judgment in determining the balance between the size, type and 10.b Packet Pg. 426 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 697 Exhibit A-2 quality of construction to achieve a satisfactory solution within the Project’s budget and construction allowance. It shall be the duty of the Designer to design the Project within budget. As discussed herein, including in Section 7.3, if the lowest responsive and responsible bid for the Project exceeds the budget by the stated amount, Designer may be required to make the necessary changes in the drawing and specifications, at its sole cost and expense, to bring the bids within the required budget. 2.3 Permits, Approvals and Authorizations. As indicated in Section 3.5.4 of the Agreement, Designer shall assist City in securing easements, encroachment permits, rights of way, dedications, infrastructures and road improvements, as well as coordinating with utilities and adjacent property owners. 3. SCHEMATIC PLAN PHASE. During the schematic plan phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 3.1 Funding Documents. Designer shall provide a site plan and all other Project- related information necessary and required for an application by City to any federal, state, regional, or local agencies for funds to finance the construction Project. 3.2 Schematic Plans. In cooperation with City, Designer shall prepare preliminary plans and studies, schematic drawings, site utilization plans, and phasing plans showing the scale and relationship of the components of the Project, the plot plan development at the site, and the proposed design concept of the buildings (“Schematic Plans”). Designer shall incorporate the functional requirements of City into the Schematic Plans. The Schematic Plans shall meet all laws, rules and regulations of the State of California. The Schematic Plans shall show all rooms incorporated in each building of the Project in single-line drawings, and shall include all revisions required by City or by any federal, state, regional or local agency having jurisdiction over the Project. All design drawings for the Project shall be in a form suitable for reproduction. 3.3 Preliminary Project Budget. Designer shall use the City’s Preliminary Construction Budget and its own expertise and experience with the Project to establish a preliminary project budget or allowance in a format required by City (“Designer’s Preliminary Project Budget”). The purpose of the Designer’s Preliminary Project Budget is to show the probable Project cost in relation to City’s Preliminary Construction Budget and the construction standards of any applicable funding agency. If Designer perceives site considerations which render the Project expensive or cost prohibitive, Designer shall disclose such conditions in writing to City immediately. As discussed herein, including in Section 7.3, if the lowest responsive and responsible bid for the Project exceeds the budget by more than the stated amount, Designer may be required to make the necessary changes in the drawings and specifications, at its sole cost and expense, to bring the bids within the required budget Designer shall provide a preliminary written time schedule for the performance of all construction work on the Project. 3.4 Copies of Schematic Plans and Other Documents. Designer, at its own expense, shall provide a complete set of the Schematic Plans described herein for City’s review and approval. Additionally, at City’s expense, Designer shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 10.b Packet Pg. 427 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 698 Exhibit A-3 4. DESIGN DEVELOPMENT PHASE. During the design development phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 4.1 Design Development Documents. Once City provides Designer with specific written approval of the Schematic Plans described herein, Designer shall prepare design development documents consisting of: (1) site and floor plans; (2) elevations; and (3) any other drawings and documents sufficient to fix and describe the types and makeup of materials, as well as the size and character of the Project’s structural, mechanical and electrical systems, and to outline the Project specifications (“Design Development Documents”). The Design Development Documents shall be prepared in sufficient form to present to the City Council for approval. 4.2 Copies of Design Development and Other Documents. Designer, at its own expense, shall provide a complete set of the Design Development Documents described herein for City’s review and approval. Additionally, at City’s expense, Designer shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 4.3 Updated Project Budget. Designer shall use its Preliminary Project Budget and expertise and experience with the Project to establish an updated estimate of probable construction costs, containing detail consistent with the Design Development Documents as set forth herein and containing a breakdown based on types of materials and specifications identified herein (“Designer’s Updated Project Budget”). 4.4 Timetable. Designer shall provide a written timetable for full and adequate completion of the Project to City. 4.5 Application for Approvals. Designer shall assist City in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Project. Designer shall furnish and process all design and engineering information required to prepare and process applications to applicable utilities in order to secure priorities and materials, to aid in the construction of the Project and to obtain final Project approval and acceptance by any of the above agencies as may be required. 4.6 Color and Other Aesthetic Issues. Designer shall provide, for City’s review and approval, a preliminary schedule of all color materials and selections of textures, finishes and other matters involving an aesthetic decision about the Project. 5. FINAL WORKING DRAWINGS AND SPECIFICATIONS. During the final working drawings and specifications phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 5.1 Final Working Drawings and Specifications. Once City provides Designer with specific written approval of the Design Development Documents described herein, Designer shall prepare such complete working drawings and specifications as are necessary for developing complete bids and for properly executing the Project work in an efficient and thorough manner (“Final Working Drawings and Specifications”). Such Final Working Drawings and Specifications shall be developed from the Schematic Plans and Design Development 10.b Packet Pg. 428 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 699 Exhibit A-4 Documents approved by City. The Final Working Drawings and Specifications shall set forth in detail all of the following: (1) the Project construction work to be done; (2) the materials, workmanship, finishes, and equipment required for the architectural, structural, mechanical, and electrical systems; and (3) the utility service connection equipment and site work. As indicated in Section 3.9.2 of the Agreement, City may be requested to supply Designer with the necessary information to determine the proper location of all improvements on and off site, including record drawings (“as-built drawings”) in City’s possession. Designer will make a good-faith effort to verify the accuracy of such information by means of a thorough interior and exterior visual survey of site conditions. City shall also make a good-faith effort to verify the accuracy of the as-built drawings and provide any supplemental information to Designer which may not be shown on the as-built drawings. 5.2 Form. The Final Working Drawings and Specifications must be in such form as will enable Designer and City to secure the required permits and approvals from all federal, state, regional or local agencies concerned with the Project. In addition, the Final Working Drawings and Specifications must be in such form as will enable City to obtain, by competitive bidding, a responsible and responsive bid within the applicable budgetary limitations and cost standards. The Final Working Drawings and Specifications shall be clear and legible so that uniform copies may be on standard architectural size paper, properly indexed and numbered, and shall be capable of being clearly copied and assembled in a professional manner by Designer. 5.3 Approval and Revisions. City shall review, study, and check the Final Working Drawings and Specifications presented to it by Designer, and request any necessary revisions or obtain any necessary approvals by the City Council, subject to the approval of all federal, state, regional or local agencies concerned with the Project. Designer shall make all City- requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications at no additional cost, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Designer’s professional judgment. Designer shall bring any such conflicts and/or inconsistencies to the attention of City. The parties agree that Designer, and not the City, possesses the requisite expertise to determine the constructability of the Final Working Drawings and Specifications. However, the City reserves the right to conduct one or more constructability review processes with the Final Working Drawings and Specifications, and to hire an independent designer or other consultant to perform such reviews. Any such independent constructability review shall be at City’s expense. Designer shall make all City- requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Designer’s professional judgment. If such changes, additions, deletions or corrections are inconsistent with prior City direction, Designer shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 5.4 Costs of Construction. It is understood by Designer that should the Final Working Drawings and Specifications be ordered by City, City shall specify the sum of money set aside to cover the total cost of construction of the work, exclusive of Designer’s fees. Should it become evident that the total construction cost will exceed the specified sum, Designer shall at once present a statement in writing to the City’s Representative setting forth this fact and giving a full statement of the cost estimates on which the conclusion is based. 10.b Packet Pg. 429 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 700 Exhibit A-5 5.5 Copies of Final Working Drawings and Specifications and Other Documents. Designer, at its own expense, shall provide a complete set of the Final Working Drawings and Specifications described herein for City’s review and approval. Additionally, at City’s expense, Designer shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 6. CONSTRUCTION CONTRACT DOCUMENTS. During the construction contract documents phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 6.1 Bid and Contract Documents. If so required by City, Designer shall assist City in the completion of all bid and construction documents, including but not limited to, the Notice Inviting Bids, Instructions to Bidders, Contract Bid Forms (including Alternate Bids as r equested by City), Contract, General Conditions, Supplementary General Conditions, Special Conditions, DVBE and other applicable affirmative action documents, Performance Bond, Payment Bond, Escrow Agreement for Security Deposits, and any other certifications and documents required by federal, state and local laws, rules and regulations which may be reasonably required in order to obtain bids responsive to the specifications and drawings. All such documents shall be subject to the approval of City and City’s legal counsel. 6.2 Final Estimate. At the time of delivery of these bid and construction documents, which shall include the Final Working Drawings and Specifications (collectively referred to herein as the “Construction Documents”), Designer shall provide City with its final estimate of probable construction cost (“Designer’s Final Estimate”). As discussed herein, including in Section 7.3, it shall be the Designer’s duty to design the Project within budget. 7. BID PHASE. During the bid phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 7.1 Reproducible Construction Documents. Once City provides Designer with specific written approval of the Construction Documents and Designer’s Final Estimate, Designer shall provide to City one set of reproducible Construction Documents. 7.2 Distribution of Contract Documents and Review of Bids. Designer shall assist City in distributing the Construction Documents to bidders and conducting the opening and review of bids for the Project. 7.3 Over Budget. If the apparent lowest responsive and responsible bid on the Project exceeds the Designer’s Final Estimate by more than five percent (5%), City may request Designer to amend, at Designer’s sole cost and expense, the Final Drawings and Specifications in order to rebid the Project and receive a lowest responsive and responsible bid equal to or less than the Designer’s Final Estimate. All revisions necessary to bring the lowest responsible and responsive bid within the Designer’s Final Estimate, including any omissions, deferrals or alternates, shall be made in consultation with, and subject to the approval of, the City. 10.b Packet Pg. 430 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 701 Exhibit A-6 8. CONSTRUCTION PHASE. During the construction phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 8.1 Observation. The Project Designer shall observe work executed from the Final Working Drawings and Specifications in person, provided that City may, in its discretion, consent to such observation by another competent representative of Designer. 8.2 General Administration. Designer shall provide general administration of the Construction Documents and the work performed by the contractors. 8.3 Pre-Construction Meeting. Designer shall conduct one or more pre- construction meetings, as the City determines is needed for the Project, with all interested parties. 8.4 Site Visits of Contractor’s Work. Designer shall conduct site visits to observe each contractors’ work for general conformance with the Construction Documents and with any approved construction schedules or milestones. Such site visits shall be conducted as often as are necessary and appropriate to the stage of construction, according to the City’s sole discretion, but in no event less than weekly. 8.5 Site Visits of Inspector’s Work. Designer shall conduct site visits to communicate and observe the activities of the City inspectors. Such site visits shall be conducted as often as is mutually acceptable to Designer and City. Designer shall direct the City inspectors and the Project contractors to coordinate the preparation of record drawings indicating dimensions and location of all “as-built” conditions, including but not limited to, underground utility lines. 8.6 Coordination of Designer’s Consultants. Designer shall cause all architects, engineers and other consultants, as may be hired by Designer or City, to observe the work completed under their disciplines as required, and approve and review all test results for general conformance with the Construction Documents. 8.7 Reports. Designer shall make regular reports as may be required by applicable federal, state or local laws, rules or regulations, as well as the federal, state, regional or local agencies concerned with the Project. 8.8 Construction Meetings; Minutes. Designer shall attend all construction meetings and provide written reports/minutes to the City after each construction meeting in order to keep City informed of the progress of the work. Such meetings shall occur at a frequency necessary for the progress of the Project work, according to the City’s sole discretion, but no less than weekly. 8.9 Written Reports. Designer shall make written reports to City as necessary to inform City of problems arising during construction, changes contemplated as a result of each such problems, and progress of the Project work. 8.10 Written Records. Designer shall keep accurate written records of the progress and quality of the Project work and the time schedules, and shall advise the contractors and City of any deviations from the time schedule which could delay timely completion of the Project. 10.b Packet Pg. 431 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 702 Exhibit A-7 8.11 Material and Test Reports. Designer shall check and process, in a timely manner, all required material and test reports for the Project work. In addition, Designer shall provide notice of any deficiencies in material or work reflected in such reports, as well as its recommendation for correction of such deficiencies, to the contractors and City. 8.12 Review and Response to Submissions. Designer shall review and respond, in a timely manner, to all schedules, submittals, shop drawings, samples, information requests, change requests, and other submissions of the contractor and subcontractors for compliance with, or alterations and additions to, the Construction Documents. Designer’s review and response shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work. 8.13 Rejection of Work. Designer shall promptly reject, as discussed with City, work or materials which do not conform to the Construction Documents. Designer shall immediately notify the City and contractor(s) of such rejections. Designer shall also have the authority to recommend to the City that additional inspection or testing of the work be performed, whether or not such work is fabricated, installed or completed. 8.14 Substitutions. Designer shall consult with City, in a timely manner, with regard to substitution of materials, equipment and laboratory reports thereof, prior to the City’s final written approval of such substitutions. Designer’s consultation shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work. 8.15 Revised Documents and Drawings. Designer shall prepare, at no additional expense to City, all documents and/or drawings made necessary by errors and omissions in the originally approved Construction Documents. 8.16 Change Requests and Material Changes. Designer shall evaluate and advise City, in a timely manner and in writing, of any change requests and material change(s) which may be requested or necessary in the Project plans and specifications. Designer shall provide the City with its opinion as to whether such change requests should be approved, denied or revised. If the City has not hired a construction manager or other person to do so, the Designer shall prepare and execute all change orders and submit them to the City for authorization. If the City has designated a construction manager or other person to prepare all change orders, the Designer shall review all change orders prepared by such person, execute them and deliver them to the City for authorization if they meet with the Designer’s approval, or submit them to the City with recommendations for revision or denial if necessary. Designer shall not order contractors to make any changes affecting the contract price without approval by City of such a written change order, pursuant to the terms of the Construction Documents. Designer may order, on its own responsibility and pending City Council approval, changes necessary to meet construction emergencies, if written approval of City’s Representative is first secured. 8.17 Applications for Payment. Designer shall examine, verify and approve contractor’s applications for payment, and shall issue certificates for payment in amounts approved by the City’s inspector. 8.18 Final Color and Product Selection. Designer shall coordinate final color and product selection with City’s original design concept. 8.19 Substantial Completion. Designer shall determine the date of substantial completion, in consultation with the City. 10.b Packet Pg. 432 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 703 Exhibit A-8 8.20 Punch List. After determining that the Project is substantially complete, Designer shall participate in the inspection of the Project and shall review all remaining deficiencies and minor items needed to be corrected or completed on the Project, including those identified on the punch list prepared by the contractor (“Punch List Items”). Designer shall notify contractor in writing that all Punch List Items must be corrected prior to final acceptance of the Project and final payment. Designer shall also notify City of all Punch List Items. 8.21 Warranties. Designer shall review materials assembled by the contractor and subcontractors with regard to all written warranties, guarantees, owners’ manuals, instruction books, diagrams, record “as built” drawings, and any other materials required from the contractors and subcontractors pursuant to the Construction Documents. Designer shall coordinate and provide these materials to the City. 8.22 Certificate of Completion. Designer shall participate in any further inspections of the Project necessary to issue Designer’s Certificate of Completion and final certificate for payment. 8.23 Documents for Project Close-Out. Designer shall cause all other architects, engineers and other consultants, as may be hired by Designer, to file any and all required documentation with the City or other governmental authorities necessary to close out the Project. Designer shall assist the City in obtaining such documentation from all other architects, engineers, or other consultants. 9. AS -BUILT DRAWINGS. During the as-built drawings phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 9.1 As -Built Drawings and Specifications. Not later than thirty (30) days after substantial completion of the Project, before receipt of final payment, Designer shall review and forward the Final Working Drawings and Specifications, indicating on them all changes made by change orders or otherwise pursuant to the Construction Documents, as well as all informatio n called for on the specifications, thus producing an “as-built” set of Final Working Drawings and Specifications (“As-Built Drawings and Specifications”). The As-Built Drawings and Specifications shall show, among other things, the location of all concealed pipe, buried conduit runs and other similar elements within the completed Project. Designer shall personally review and certify that the As-Built Drawings and Specifications are a correct representation of the information supplied to Designer by any inspectors and the contractor, and shall obtain certifications from any inspectors and the contractor that the drawings are correct. 9.2 Approval. Once City provides Designer with specific written approval of the As- Built Drawings and Specifications, Designer shall forward to City the complete set of original As- Built Drawings and Specifications or a complete set of reproducible duplicate As-Built Drawings and Specifications. The tracing shall be of such quality that clear and legible prints may be made without appreciable and objectionable loss of detail. 9.3 Documents for Final Payment. Prior to the receipt of Designer’s final payment, Designer shall forward to City all of the following: (1) one clear and legible set of reproductions of the computations; (2) the original copy of the specifications; (3) the As-Built Drawings and Specifications as required herein; and (4) Designer’s Certificate of Completion. 10.b Packet Pg. 433 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 704 Exhibit A-9 10. WARRANTY PERIOD. During the warranty period phase of the Project, Designer shall do all of the following, as well as any incidental services thereto: 10.1 Advice. Designer shall provide advice to City on apparent deficiencies in the Project during any applicable warranty periods for the Project. 10.b Packet Pg. 434 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 705 Exhibit B-1 EXHIBIT B FEE AND PHASING/FUNDING SCHEDULES 1. FEE SCHEDULE. Designer will invoice City on a monthly cycle based on the following fee schedule. Designer will include with each invoice a detailed progress report that indicates the amount of budget spent on each phase and the total amount spent against the Total Compensation. Designer will inform City regarding any out-of-scope work being performed by Designer for which Designer intends to seek compensation from City. 2. PHASING/FUNDING SCHEDULE. Progress payments towards Total Compensation shall never exceed the following percentages of Total Compensation as of the phase indicated: Initial Planning Phase: ________ percent (%____) Schematic Plan Phase: ________ percent (%____) Design Development Phase: ________ percent (%____) Final Working Drawings & Specifications Phase: ________ percent (%____) Construction Contract Documents Phase: ________ percent (%____) Bid Phase: ________ percent (%____) Construction Phase: ________ percent (%____) As-Built Drawings Phase: ________ percent (%____) Warranty Period Phase: ________ percent (%____) 10.b Packet Pg. 435 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 706 Exhibit C-1 EXHIBIT C COMPENSATION RATES AND REIMBURSABLE EXPENSES 1. HOURLY COMPENSATION RATES. Senior Principal $210.00 per hour Principal Landscape Architect $190.00 per hour Associate Landscape Architect $140.00 per hour Landscape Architect/ Project Manager $125.00 per hour Landscape Designer $100.00 per hour Administrative Personnel $ 80.00 per hour Clerical/ Professional Staff $ 70.00 per hour 2. REIMBURSABLE EXPENSES. Reimbursable items such as the cost of blueprinting, graphic reproduction, and plotting will be billed at our direct cost plus 15%. Auto travel will be charged at $0.585 per mile. Where we are able to utilize direct billing to Owner established accounts the “plus 15%” is not applicable. 3. ADDITIONAL SERVICES. Additional Services shall be computed at the actual hourly rates listed above. 4. ADDITIONAL CONSULTANTS. If City requires Designer to hire consultants to perform any Additional Services, Designer shall be compensated therefore at the Designer’s actual hourly rates plus 0%. Owner shall have the authority to review and approve the rates of any such consultants. 10.b Packet Pg. 436 At t a c h m e n t : A t t a c h m e n t 2 - R e s o l u t i o n 2 0 2 1 - 3 7 - E x h i b i t A - A g r e e m e n t w i t h R H A ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d Packet Page. 707 APPENDIX A PROJECT LOCATION MAP NICHOLSON NEIGHBORHOOD PARK 2737 West 2nd Street 10.c Packet Pg. 437 At t a c h m e n t : A t t a c h m e n t 3 - L o c a t i o n M a p - N i c h o l s o n P a r k ( 7 0 1 3 : D e s i g n S e r v i c e s A g r e e m e n t f o r N i c h o l s o n N e i g h b o r h o o d P a r k I m p r o v e m e n t s Packet Page. 708 Packet Page. 709 2 3 1 2 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Lynn Merrill, Director of Public Works Department:Public Works Subject:Award of Agreement for Construction of Connector Pipe Screen Project (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of an Agreement with United Storm Water, Inc. in the amount of $112,840.00 for the Connector Pipe Screen (Project); and 2. Authorize the construction project, construction contingencies, and construction management costs in the total amount of $27,000.00 for construction of the Project; and 3. Authorize the City Manager or designee to execute all documents with United Storm Water, Inc; and 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. Executive Summary Awarding the Agreement for construction of the Project would allow for the City to meet the requirements of the State Water Resources Control Board Trash Provisions compliance deadline of December 2, 2030. The Agreement would also allow the City to issue United Storm Water, Inc. a Notice to Proceed, initiating the process to construct the improvements. The Agreement will include United Storm Water’s base bid of $112,840.00. Additional funds are recommended for construction contingencies in the amount of $27,000.00. The total cost of construction Packet Page. 710 2 3 1 2 and construction contingencies is $139,840.00. Background In April 2015, the State Water Resources Control Board (State Water Board) adopted an amendment to the Water Quality Control Plan for Ocean Waters of California (Ocean Plan) as well as the Water Quality Control Plan for Inland Surface Waters, Enclosed Bays, and Estuaries, collectively referred to as the “Trash Amendments.” The Trash Amendments specify installation of full capture systems like screens, nets, or Hydrodynamic separators to storm drain systems to remove trash. The term “full capture system” is used to describe structural controls (i.e., best management practices (BMPs)) that have screen or net openings no larger than five millimeters (about 3/16 of an inch) and are sized to treat the flow rate associated with a 1-year, 1-hour storm. Full capture BMPs are designed to trap all particles five millimeters or greater. Connector pipe screens are fastened to a storm drainpipe and have removable front screens which allows access to the pipe for maintenance. Connector pipe screens are expected to be the most cost-effective full capture BMP to prevent trash from entering the storm drain system and filling up with sediment and vegetative debris to reduce capital costs and unnecessary maintenance. In anticipation of this work, Connector Pipe Screen project was included in the FY 2021/22 Capital Improvement Plan (CIP) adopted on June 16, 2021, by the Mayor and City Council. The CIP established Storm Drain DIF Funding in the amount of $235,000 for Connector Pipe Screen (CIP SD21-001) to install full capture devices in high density commercial and industrial areas to comply with State Water Code Section 13383 order. This Project was advertised for public bidding in January 2022 and the City has reviewed the bid packages and determined that the lowest bid is significantly above the Engineer’s overall estimate. Thus, the proposed project, although necessary, is not of an emergency nature and may be delayed without consequences and on March 2, 2022, Mayor and City Council adopted Resolution No. 2022-052, rejecting all construction bids for the Project. Discussion This Project involves installing connector pipe screens within the catch basin of the outlet pipe to prevent trash debris. The City is recommending approval to award an agreement with United Storm Water, Inc. in the amount of $112,840.00 for the installation of connector pipe screen devices. The Project No. 13632, to install connector pipe screen was advertised for public bidding on July 17, 2024, on PlantetBids. Two (2) sealed bids were received and opened on August 19, 2024. The total base bid prices are as follows: Bidder City Base Bid United Storm Water, Inc.City of Industry, CA $112,840.00 Storm Water Inspection & Discovery Bay, CA $281,480.00 Packet Page. 711 2 3 1 2 Maintenance Services, LLC. Staff has reviewed the bid package and determined that United Storm Water, Inc. of City of Industry, California is the lowest responsible and responsive bidder with a total base bid amount of $112,840.00. In addition to these construction costs, Staff anticipate the need for a construction contingency amount to provide for any unforeseen work in the amount of $15,000.00 and an additional $12,000.00 for project administration costs. The total cost of construction, construction contingencies, and project management is $139,840.00. The existing budget allocated for the project is $399,828.12. The total project need is $139,840.00, which represents the amount required to fully fund the project. Given that the existing budget exceeds the total project need, no additional funding is required. The current budget of $399,828.12 is adequate to cover the entire project cost of $139,840.00. We started with an existing budget of $399,828.12. After accounting for the cost of the Daily Journal Advertisement, which was $1,835.40, the remaining budget is $397,992.72. This remaining amount will be available for use in the project, reflecting the adjusted balance after the advertisement expense. The remaining budget of $397,992.72 is adequate to cover the entire project cost of $139,840.00. Below is the tentative construction schedule outlining the anticipated timeline and key milestones for this Project, emphasizing that it is subject to adjustments due to contingencies and unforeseen circumstances. The Contractor shall complete all work required by the Contract Documents within ninety (90) calendar days from the Cost Existing Budget $399,828.12 Daily Journal Advertisement ($1,835.40) Remaining Budget $397,992.72 Bid Lowest Bid $112,840.00 Contingency $15,000.00 Project Management $12,000.00 Total Project Need $139,840.00 Budget Existing Budget $399,828.12 Total Project Need $139,840.00 Additional Funding Required $0.00 Packet Page. 712 2 3 1 2 commencement date stated in the Notice to Proceed. Environmental Impact The Project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Section 15301, Existing Facilities (“Class 1”). Class 1 exemption allows minor alteration of existing public facilities or mechanical equipment involving negligible or no expansion of existing or former use. This includes minor alterations to existing facilities of publicly owned utilities used to provide sewerage or other public utility systems. Here, the Project involves construction of catch basin screens at existing catch basin locations to prevent debris from entering the catch basins. The Project would not expand the existing use of these catch basins; rather, it would involve a negligible change to alleviate the impacts of debris in conformance with the Trash Amendments. The City has also considered whether the proposed Project is subject to any exception to the Class 1 exemption, as set forth in State CEQA Guidelines section 15300.2. No exception applies for the following reasons: a) The location exception only applies to Class 3, 4, 5, 6, and 11 exemptions, none of which are being utilized here. b) The proposed Project would not result in any significant cumulative impacts on the environment. The cumulative impacts exception does not apply because the Project has no incrementally significant impacts on the environment. c) A categorical exemption may be subject to an exception where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances. The proposed Project does Mayor and City Council Approval •November 6, 2024 Contract Execution & P.O Issuance •November 2024 Pre-Construction Meeting •December 2024 Notice to Proceed •January 2024 Construction Start •Febuary 2025 Construction Completed •April 2025 Packet Page. 713 2 3 1 2 not involve any unusual circumstances and has no potential to result in a significant impact on the environment. d) Under the “scenic highways” exception, a categorical exemption may be subject to an exception where the project may result in damage to scenic resources within a highway officially designated as a state scenic highway. The exception does not apply here as the Project would not damage any scenic resources within a state scenic highway. e) The Project is not located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. f) The Project site does not contain a historical resource. 2021-2025 Strategic Targets and Goals This project is consistent with Key Target No. 1e: Improved Operational & Financial Capacity - Minimize risk and litigation exposure. Approval of this will result in public improvements being constructed that minimize risk and litigation exposure ensuring compliance with the State Water Board. Fiscal Impact There is no General Fund impact associated with this action. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the award of an Agreement with United Storm Water, Inc. in the amount of $112,840.00 for the Connector Pipe Screen (Project); and 2. Authorize the project construction, construction contingencies, and construction management costs in the total amount of $27,000.00 for construction of the Project; and 3. Authorize the City Manager or designee to execute all documents with United Storm Water, Inc; and 4. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project. Attachments Attachment 1 Agreement with United Storm Water Inc. Attachment 2 Bid Tabulation Attachment 3 Bid Proposal – United Storm Water Inc. Attachment 4 Location Map Packet Page. 714 2 3 1 2 Ward: All Wards Synopsis of Previous Council Actions: April 21, 2021 Mayor and City Council of the City of San Bernardino, California adopt Resolution No. 2021-097 approving the Construction Contract Award – Connector Pipe Screen (CPS) TMDLS – Track 1 June 16, 2021 Mayor and City Council of the City of San Bernardino, California adopt Resolution No. 2021-138 approving Capital Improvement Program FY 2021/2022 March 2, 2022 Mayor and City Council of the City of San Bernardino, California adopt Resolution No. 2022-052, rejecting Construction Bids for Connector Pipe Screen (CPS) & Automatic Retractable Screen (ARS) TMDL’s – Track 1 May 4, 2022 Mayor and City Council of the City of San Bernardino, California approved the Construction Contract Award – Construction Pipe Screen Total Maximum Daily Loads (TMDLs) – Track 1 Packet Page. 715 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -1- 00 52 13 – CONTRACT FOR CONSTRUCTION 00 52 13 – CONTRACT FOR CONSTRUCTION This Contract for Construction (“Contract”), No. SD21-001-03 is made and entered into this 20th day of November, 2024 by and between the CITY OF SAN BERNARDINO, with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401, sometimes hereinafter called the “City” and United Storm Water, Inc., sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project: CONNECTOR PIPE SCREEN (CPS) PHASE 3 Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within Ninety (90) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Hundred Twelve Thousand Eight Hundred Forty Dollars ($112,840.00). Payment shall be made as set forth in the General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule. ARTICLE 4. LIQUIDATED DAMAGES. Contractor acknowledges that the City will sustain actual damages for each and every day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of ($1,000.00) for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor Packet Page. 716 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -2- 00 52 13 – CONTRACT FOR CONSTRUCTION under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following WITH APPENDICES: Notice Inviting Bids Instructions to Bidders Bid Forms Bid Acknowledgement Bid Schedule Bid Guarantee Designation of Subcontractors Information Required of Bidders Non-Collusion Declaration Form Iran Contracting Act Certification Public Works Contractor DIR Registration Certification Performance Bond Payment (Labor and Materials) Bond Contract for Construction General Conditions Special Conditions Specifications Addenda Construction Plans and Drawings Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9 Applicable Local Agency Standards and Specifications, as last revised Reference Specifications Approved and fully executed Change Orders Permits Any other documents contained in or incorporated into the Contract Appendix A – Technical Specifications Appendix B – Certified Full Capture System Configuration Standards/Tables Appendix C – Catch Basin Locations Appendix D – City of San Bernardino Business Registration Application Form The Contractor shall complete the Work in strict accordance with all of the Contract Documents. Packet Page. 717 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -3- 00 52 13 – CONTRACT FOR CONSTRUCTION All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification and defense as set forth in the General Conditions. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City’s Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site. ARTICLE 9. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Packet Page. 718 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -4- 00 52 13 – CONTRACT FOR CONSTRUCTION IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. CITY OF SAN BERNARDINO By: Rochelle Clayton, City Manager ATTEST: By: Genoveva Rocha, CMC, City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney United Storm Water, Inc. [IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREASURER REQUIRED] By: Its: Printed Name: [DELETE THE FOLLOWING SIGNATURE LINE IF NOT REQUIRED] By: Its: Printed Name: ____________________________________ Contractor’s License Number and Classification ____________________________________ DIR Registration Number (CONTRACTOR’S SIGNATURE MUST BE NOTARIZED AND CORPORATE SEAL AFFIXED, IF APPLICABLE) END OF CONTRACT Packet Page. 719 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -5- 00 52 13 – CONTRACT FOR CONSTRUCTION Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Number of Pages Attorney-In-Fact Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Packet Page. 720 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -6- 00 61 13 – BOND FORMS 00 61 13 – BOND FORMS Performance Bond KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the CITY OF SAN BERNARDINO , with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401, (hereinafter referred to as the “City”) has awarded to _________________________, (hereinafter referred to as the “Contractor”) an agreement for Contract No._________, (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, ______________________, the undersigned Contractor and ________________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by the City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Packet Page. 721 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -7- 00 61 13 – BOND FORMS Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option: i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Packet Page. 722 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -8- 00 61 13 – BOND FORMS IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above) (Telephone number of Surety ___________________________________________ and Agent or Representative for service of process in California) Packet Page. 723 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -9- 00 61 13 – BOND FORMS Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Number of Pages Attorney-In-Fact Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Packet Page. 724 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -10- 00 61 13 – BOND FORMS Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Number of Pages Attorney-In-Fact Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached. END OF PERFORMANCE BOND Packet Page. 725 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -11- 00 61 13 – BOND FORMS Payment Bond (Labor and Materials). KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the CITY OF SAN BERNARDINO , with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401 (hereinafter designated as the “City”), by action taken or a resolution passed ___________________ , 20_____, has awarded to ________________________ hereinafter designated as the “Principal,” a contract for the work described as follows: Contract No.____________ (the “Project”); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement Packet Page. 726 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -12- 00 61 13 – BOND FORMS pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract, including but not limited to, the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title Packet Page. 727 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -13- 00 61 13 – BOND FORMS Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Number of Pages Attorney-In-Fact Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Packet Page. 728 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -14- 00 61 13 – BOND FORMS Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Number of Pages Attorney-In-Fact Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached. END OF PAYMENT BOND Packet Page. 729 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -15- 00 72 00 – GENERAL CONDITIONS 00 72 00 – GENERAL CONDITIONS ARTICLE 1 -TERMS; DEFINITIONS 1.1 Defined Terms A. Whenever used in the Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined below, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Act of God – An earthquake of magnitude of 3.5 or higher on the Richter scale or a tidal wave. 2. Addenda -- Written or graphic instruments issued prior to the submission of Bids which clarify, correct, or change the Contract Documents. 3. Additional Work -- New or unforeseen work will be classified as “Additional Work” when the Engineer determines that it is not covered by the Contract. 4. Applicable Laws -- The laws, statutes, ordinances, rules, codes, regulations, permits, and licenses of any kind, issued by local, state or federal governmental authorities or private authorities with jurisdiction (including utilities), to the extent they apply to the Work. 5. Bid -- The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices and other terms for the Work to be performed. 6. Bid Guarantee -- The Bid Bond, cashier’s check, or certified check to be made by the Bidder, which is to accompany the Bid as a guaranty of good faith to enter into a written contract. 7. Bidder -- The individual or entity who submits a Bid directly to the City. 8. Change Order (“CO”) -- A document that authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Contract, in accordance with the Contract Documents and in the form contained in the Contract Documents. 9. Change Order Request (“COR”) -- A request made by the Contractor for an adjustment in the Contract Price and/or Contract Times as the result of a Contractor-claimed change to the Work. This term may also be referred to as a Change Order Proposal (“COP”), or Request for Change (“RFC”). 10. City’s Representative – The City Engineer, and acting through properly authorized agents, such as the Engineer or such other agents acting within the scope of the particular duties entrusted to them. Also sometimes referred to as the “City’s Representative” or “Representative” in the Contract Documents. The terms the City and Owner may be used interchangeably Packet Page. 730 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -16- 00 72 00 – GENERAL CONDITIONS 11. Claim -- A demand or assertion by the City or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim. 12. Contract -- The entire integrated written agreement between the City and Contractor concerning the Work. “Contract” may be used interchangeably with “Agreement” in the Contract Documents. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral, and includes all Contract Documents. 13. Contract Documents -- The documents listed in Section 00 52 13, Article 5 of the Contract for Construction. Some documents provided by the City to the Bidders and Contractor, including but not limited to reports and drawings of subsurface and physical conditions are not Contract Documents. 14. Contract Price -- Amount to be paid by the City to the Contractor as full compensation for the performance of the Contract and completion of the Work, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs. 15. Contract Time -- The number of days or the dates stated in the Contract Documents to: achieve defined milestones, if any; and to complete the Work so that it is ready for final payment. 16. Contractor -- The individual or entity with which the City has contracted for performance of the Work. 17. Contractor’s Designated On-Site Representative -- The Contractor’s Designated On-Site Representative will be identified by the Contractor and shall not be changed without prior written consent of the City. 18. Critical Supply Shortage -- An unusual shortage in materials that is (a) supported by documented proof that Contractor made every effort to obtain such materials from all available sources; (b) such shortage is due to the fact that such materials are not physically available from single or multiple sources or could have been obtained only at exorbitant prices entirely inconsistent with current and standard rates taking into account the quantities involved and the usual industry practices in obtaining such quantities; and (c) such shortages and the difficulties in obtaining alternate sources of materials could not have been known or anticipated by Contractor at the time it submitted its bid or entered the Contract. Market fluctuations in prices of materials, whether or not resulting from a Force Majeure Event, does not constitute a Critical Supply Shortage. 19. Daily Rate -- The Daily Rate stipulated in the Contract Documents as full compensation to the Contractor due to the City’s unreasonable delay to the Project that was not contemplated by the parties. 20. Day -- A calendar day of 24 hours measured from midnight to the next midnight. 21. Defective Work -- Work that is unsatisfactory, faulty, or deficient; or that does not conform to the Contract Documents; or that does not meet the requirements of any Packet Page. 731 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -17- 00 72 00 – GENERAL CONDITIONS inspection, reference standard, test, or approval referenced in the Contract Documents. 22. Demobilization -- The complete dismantling and removal by the Contractor of all of the Contractor’s temporary facilities, equipment, and personnel at the Site. 23. Drawings -- That part of the Contract Documents prepared by of the Engineer of Record which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor Submittals are not Drawings as so defined. 24. Effective Date of the Contract -- The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver. 25. Engineer -- Whenever not qualified, shall mean the City Engineer or the Engineer authorized to act for and in behalf of the City, acting either directly or through properly authorized agents, such agents acting severally within the scope of the particular duties entrusted to them. 26. Force Majeure Event -- An event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the Site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics or quarantine restrictions; (5) strikes and other organized labor action occurring at the Site and the effects thereof on the Work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its Subcontractors, of every Tier, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (6) a Critical Supply Shortage. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. 27. Hazardous Waste -- The term “Hazardous Waste” shall have the meaning provided in Section 104 of the Solid Waste Disposal Act (42 U.S.C. § 6903) as amended from time to time, or any substance or material identified as hazardous under any state or federal statute governing handling, disposal and/or cleanup of any such substance or material, whichever is more restrictive. 28. Holiday – Holidays occur on: New Year’s Day - January 1 President’s Day – Third Monday in February Memorial Day - Last Monday in May Independence Day - July 4 Labor Day - First Monday in September Veteran’s Day - November 11 Thanksgiving Day - Fourth Thursday in November Packet Page. 732 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -18- 00 72 00 – GENERAL CONDITIONS Friday after Thanksgiving Christmas Eve – December 24 Christmas Day - December 25 Day After Christmas – December 26 New Year’s Eve – December 31 If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays. 29. Notice of Award -- The written notice by the City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, the City will sign and deliver the Contract. 30. Notice of Completion -- The form which may be executed by the City constituting final acceptance of the Project. 31. Notice to Proceed -- A written notice given by the City to Contractor fixing the date on which the Contractor may proceed with the Work and when Contract Times will commence to run. 32. Project -- The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 33. Record Drawings – The record set of as-builts prepared by the Contractor during the Work in accordance with the requirements of the General Conditions. 34. Recyclable Waste Materials -- Materials removed from the Site which are required to be diverted to a recycling center rather than an area landfill. Recyclable Waste Materials include, but are not limited to, asphalt, concrete, brick, concrete block, and rock. 35. Sample -- A physical example furnished by the Contractor to illustrate materials, equipment or workmanship; to establish standards by which the Work will be judged. 36. Schedule of Submittals -- A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to facilitate scheduled performance of related construction activities. 37. Shop Drawings -- All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 38. Site -- Lands or areas indicated in the Contract Documents as being furnished by the City upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by the City which are designated for the use of Contractor. 39. Specifications -- That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as Packet Page. 733 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -19- 00 72 00 – GENERAL CONDITIONS applied to the Work, and certain administrative requirements and procedural matters applicable thereto. 40. Stop Payment Notice -- A written notice as defined in Civil Code section 8044. 41. Subcontractor -- An individual or entity other than a Contractor having a contract with any other entity than the City for performance of any portion of the Work at the Site. 42. Submittal -- Written and graphic information and physical samples prepared and supplied by the Contractor demonstrating various portions of the Work. 43. Successful Bidder -- The responsible Bidder submitting a responsive Bid to whom the City makes an award. 44. Supplier -- A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment used in the performance of the Work or to be incorporated in the Work. 45. Underground Facilities -- All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 46. Unit Price Work -- Work to be paid for on the basis of unit prices as provided by the Contractor in its Bid or as adjusted in accordance with the Contract Documents. 47. Warranty -- A guarantee provided to the City by the Contractor that the Work will remain free of defects and suitable for its intended use for the period required by the Contract Documents or the longest period permitted by the law of this state, whichever is longer. 48. Work -- The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 1.2 Terminology. A. The words and terms below are not defined but, when used in the Contract Documents, have the indicated meaning. 1. The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. Packet Page. 734 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -20- 00 72 00 – GENERAL CONDITIONS 2. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. Regardless of whether “furnish,” “install,” “perform,” or “provide” is used in connection with services, materials, or equipment, an obligation of Contractor is implied. B. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 -PRELIMINARY MATTERS 2.1 Delivery of Contract Documents A. Within ten (10) Days after receipt of the Notice of Award and before the City will execute the Contract, the Contractor shall furnish and file with the City a signed Contract and the necessary Performance Bond, Payment Bond, and Certificates of Insurance and Endorsements, as well as any other documents specified in the Contract Documents. 2.2 Bonds A. Contractor shall submit the bonds on the forms provided with the Contract Documents, duly executed by a responsible corporate surety admitted to transact surety business in the State of California, as defined in Code of Civil Procedure section 995.120, and listed in the United States Department of the Treasury circular entitled "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies," authorized to do business in the State of California and acceptable to the City conditioned upon the faithful performance by the Contractor of all requirements of the Contract Documents. Each of the bonds shall be in a sum no less than one hundred percent (100%) of the Contract Price. Bonds shall be delivered to the City within ten (10) Days after receipt of the Notice of Award and before execution of the Contract by the City. 2.3 Evidence of Insurance A. Prior to commencing any Work but no later than ten (10) Days after receipt of the Notice of Award, the Contractor shall submit or cause to be submitted any and all Certificates of Insurance and Endorsements, showing that the Contractor has the required insurance, to the attention of the City. Such insurance is to be provided at the sole cost and expense of the Contractor. No Work shall be performed until all of the required insurance has been received and approved. Packet Page. 735 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -21- 00 72 00 – GENERAL CONDITIONS 2.4 Execution of the Contract A. Upon receipt of the required Contract Documents, the City will execute the Contract, establishing the Effective Date of the Contract. 2.5 Contractor’s Failure to Perform A. Should Contractor fail to comply with timelines provided above, the City shall retain the right to enforce and collect on the Contractor’s Bid Guarantee, rescind award to the Contractor and award the Contract to the next lowest responsive, responsible bidder as determined by the City. If the City elects to accept bonds and insurance submitted late, the Contract Times will begin to run as of the date stated in the Notice to Proceed. However, the number of days beyond the original ten (10) Days it took to receive the properly executed Contract and related items may be deducted from the Contract Times. 2.6 Commencement of Contract Times; Notice to Proceed A. The City will not issue a Notice to Proceed until after the Effective Date of the Contract. Work shall commence within ten (10) Days of the date stated in the Notice to Proceed. The Contract Times begin to run on the date specified in the Notice to Proceed. No Work shall be done at the Site prior to the issuance of the Notice to Proceed. 2.7 Copies of Documents A. Contractor will be furnished, free of charge, five (5) copies of the Contract Documents. Additional copies may be obtained at cost of reproduction. Contractor shall maintain a clean, undamaged set of Contract Documents, including Submittals, at the Project site. 2.8 Substitution Requests, Schedule of Submittals, and Schedule A. Substitution Requests. Within fifteen (15) Days after Notice of Award (unless otherwise specified in the Contract Documents), Contractor shall provide all substitution requests as further described in Section 00 72 00, Article 6.5. B. Schedule of Submittals. Within five (5) Days after the issuance of the Notice of Proceed (unless otherwise specified in the Contract Documents), Contractor shall submit to the City a Schedule of Submittals that conforms with the requirements of Section 00 72 00, Article 5.21. C. Schedule. Within ten (10) days after the issuance of the Notice of Proceed (unless otherwise specified in the Contract Documents), the Contractor shall submit a construction schedule that conforms with the requirements of Section 00 72 00, Article 8.2. 2.9 Preconstruction Conference; Designation of Authorized Representatives. A. Before any Work at the Site is started, a conference attended by the City, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules Packet Page. 736 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -22- 00 72 00 – GENERAL CONDITIONS referred to herein, procedures for handling Submittals and Shop Drawings, processing applications for payment, and maintaining required records. B. At this conference the City and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit instructions, receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party. 2.10 Subcontractor Mobilization Meeting. A. Prior to the start of each major Subcontractor’s Site Work, the Contractor, the involved Subcontractor, and Engineer shall attend a pre-start meeting to discuss the schedule, coordination, procedures, and other administrative issues. 2.11 Authority of Board; Engineer A. The Board has the final authority in all matters affecting the Work. Within the scope of the Contract, the Engineer has the authority to enforce compliance with the Contract Documents. The Contractor shall promptly comply with instructions from the Engineer. B. The decision of the Engineer is final and binding on all questions relating to: 1. quantities; 2. acceptability of material, equipment, or work; 3. execution, progress or sequence of work; 4. interpretation of the Plans, Specifications, or other Contract Documents; and 5. Any other areas specifically identified in the Contract Documents or under the law. C. Compliance with instructions from the Engineer shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board. 2.12 Mobilization A. When a Bid item is included in the Bid Schedule for mobilization, the costs of Work in advance of construction operations and not directly attributable to any specific bid item will be included in the progress estimate. When no bid item is provided for mobilization payment for such costs will be deemed to be included in the other items of the Work. B. Payment for mobilization based on the lump sum provided in the Bid Schedule, shall constitute full compensation for all such Work. No payment for mobilization will be made until all of the listed items have been completed to the satisfaction of the Engineer. The scope of the Work included under mobilization shall include, but shall not be limited to, the following principal items: Packet Page. 737 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -23- 00 72 00 – GENERAL CONDITIONS 1. Obtaining and paying for all bonds, insurance, and permits. 2. Moving on to the Project Site of all Contractor’s plant and equipment required for the first month’s operations. 3. Installing temporary construction power, wiring, and lighting facilities, as applicable. 4. Establishing fire protection system, as applicable. 5. Developing and installing a construction water supply, as applicable. 6. Providing and maintaining the field office trailers for the Contractor, if necessary, and the Engineer (if specified), complete, with all specified furnishings and utility services. 7. Providing on-site sanitary facilities and potable water facilities as specified per Cal- OSHA and these Contract Documents. 8. Furnishing, installing, and maintaining all storage buildings or sheds required for temporary storage of products, equipment, or materials that have not yet been installed in the Work. All such storage shall meet manufacturer’s specified storage requirements, and the specific provisions of the specifications, including temperature and humidity control, if recommended by the manufacturer, and for all security. 9. Arranging for and erection of Contractor’s work and storage yard. 10. Posting all OSHA required notices and establishment of safety programs per Cal- OSHA. 11. Full-time presence of Contractor’s superintendent at the job Site as required herein. 12. Submittal of construction schedule as required by the Contract Documents. ARTICLE 3 -CONTRACT DOCUMENTS; INTENT 3.1 Examination of Drawings, Specifications, and Site of Work A. Examination of Contract Documents; Site. Before commencing any portion of the Work, Contractor shall again carefully examine all applicable Contract Documents, the Project Site, and other information given to Contractor as to materials and methods of construction and other Project requirements. Contractor shall immediately notify the Engineer of any potential error, inconsistency, ambiguity, conflict, or lack of detail or explanation. If Contractor performs, permits, or causes the performance of any Work which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, Contractor shall bear any and all resulting costs, including, without limitation, the cost of correction. In no case shall the Contractor or any Subcontractor proceed with Work if uncertain as to the applicable requirements. Packet Page. 738 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -24- 00 72 00 – GENERAL CONDITIONS B. Additional Instructions. After notification of any error, inconsistency, ambiguity, conflict, or lack of detail or explanation, the Engineer will provide any required additional instructions, by means of drawings or other written direction, necessary for proper execution of Work. C. Quality of Parts, Construction and Finish. All parts of the Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish. D. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including the requirement to comply with all Applicable Laws, the Engineer may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense. 3.2 Intent of Contract Documents A. The Contract Documents are complementary; what is required by any one will be binding as if required by all. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to the City. B. The Contractor shall furnish, unless otherwise provided in the Contract Documents, all materials, implements, machinery, equipment, tools, supplies and labor necessary to the prosecution and completion of the Project. C. Clarifications and interpretations of the Contract Documents shall be issued by the Engineer as provided in these General Conditions. D. If utilities to equipment/fixtures are not shown but are necessary to operate the equipment/fixtures, the utilities service installation is considered to be part of the Work. The implied Work will conform to the appropriate sections of the Contract Documents. E. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 3.3 Reference Standards. A. Standards, Specifications, Codes, Laws, and Regulations. 1. Reference to federal specifications, federal standards, other standards, specifications, manuals, or codes of any technical society, organization, or association, or to Applicable Laws, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Applicable Laws in effect at the time of opening of Bids (or on the Effective Date of the Packet Page. 739 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -25- 00 72 00 – GENERAL CONDITIONS Contract if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of the City, Contractor, or any of their Subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to the City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.4 Reporting and Resolving Discrepancies; Order of Precedence. A. Reporting Discrepancies. 1. The Contract Documents are intended to be fully cooperative and complementary. Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to the City any conflict, error, ambiguity, or discrepancy which Contractor discovers, should have discovered, or has actual knowledge of, and shall obtain a written interpretation or clarification from the City before proceeding with any Work affected thereby. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (i) any Applicable Law, (ii) any standard, specification, manual, or code, or (iii) any instruction of any Supplier, then Contractor shall promptly submit a written Request for Information (RFI) to the City. Contractor shall not proceed with the Work affected thereby (except in an emergency) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in the Contract Documents, and any Work performed by Contractor before receipt of an amendment or supplement shall be at Contractor’s own risk. B. Order of Precedence. 1. In case of conflicts between the Contract Documents, the order of precedence shall be as follows: a. Permits from other agencies as may be required by law b. Change Orders, most recent first c. Contract d. Addenda, most recent first e. Special Conditions f. Specifications Packet Page. 740 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -26- 00 72 00 – GENERAL CONDITIONS g. Construction Plans and Drawings(Contract Drawings) h. General Conditions i. Instructions to Bidders j. Notice Inviting Bids k. Contractor’s Bid (Bid Forms) l. Standard Specifications for Public Works Construction “Greenbook” latest edition (Sections 1-9 Excluded) m. Applicable Local Agency Standards and Specifications n. Standard Drawings o. Reference Documents 2. With reference to the Drawings the order of precedence shall be as follows: a. Figures govern over scaled dimensions b. Detail drawings govern over general drawings c. Addenda/Change Order drawings govern over Drawings d. Contract Drawings govern over Standard Drawings e. Contract Drawings govern over Shop Drawings 3. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, higher quality and most expensive shall always apply. 3.5 Amending and Supplementing Contract Documents. A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof only by Change Order or written amendment to the Contract duly executed by the parties. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized at no cost to the City, by one or more of the following ways: 1. The City’s review of a Submittal, Shop Drawing, Sample or substitution request without exception (subject to the provisions of the Contract Documents); or 2. The City’s issuance of a response to an RFI. C. However, no review or RFI response will reduce or modify the Contractor’s obligation to fully satisfy and comply with the requirements of the Contract Documents. Packet Page. 741 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -27- 00 72 00 – GENERAL CONDITIONS 3.6 Reuse of Documents. A. Contractor and any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer of Record or its consultants, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of the City and Engineer of Record and specific written verification or adaptation by Engineer of Record. B. The prohibitions of this Article will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. ARTICLE 4 -INDEMNIFICATION; INSURANCE 4.1 Indemnification A. To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the City’s choosing), indemnify and hold harmless the City, its officials, officers, agents, employees, and representatives, and each of them from and against: 1. Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the City or its officers, employees, or authorized volunteers (including passive negligence), except the sole negligence or willful misconduct or active negligence of the City or its officials, officers, employees, or authorized volunteers. 2. Contractor’s defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney’s fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other federal or state disability access or discrimination laws arising from Contractor’s Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor’s construction of the improvements. 3. Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor; Packet Page. 742 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -28- 00 72 00 – GENERAL CONDITIONS 4. Any and all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense which any of them may incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor’s obligations under Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees, incurred by the indemnified parties in any lawsuit to which they are a party. B. Contractor shall immediately defend, at Contractor’s own cost, expense and risk, with the counsel of the City choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, agents, employees and representatives. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse the City, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code section 2782. C. The provisions of this Article shall survive the termination of this Contract howsoever caused, and no payment, partial payment, or acceptance of occupancy in whole or part of the Work shall waive or release any of the provisions of this Article. 4.2 Insurance The Contractor shall obtain, and at all times during performance of the Work of Contract, maintain all of the insurance described in this Article. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required hereunder. Contractor shall not allow any Subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Article. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause. Contractor shall furnish the City with original certificates of insurance and endorsements effective coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms acceptable to the City. All certificates and endorsements must be received and approved by the City before Work commences. A. Additional Insureds; Waiver of Subrogation. The City, its officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Contractor’s All Risk policy and on Contractor’s and its subcontractors’ policies of Commercial General Liability and Automobile Liability insurance using, for Contractor’s policy/ies of Commercial General Liability insurance, ISO CG forms 20 10 and 20 37 (or endorsements providing the exact same coverage, including completed operations), and, for subcontractors’ policies of Commercial General Liability insurance, ISO CG form 20 38 (or endorsements providing the exact same coverage). Notwithstanding the minimum limits set forth in this Contract for any type of insurance coverage, all available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as Additional Insureds hereunder. All insurance coverage maintained or procured Packet Page. 743 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -29- 00 72 00 – GENERAL CONDITIONS pursuant to this Contract shall be endorsed to waive subrogation against the City, its officers, officials, agents, employees or volunteers or shall specifically allow Contractor - or others providing insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to the City prior to commencement of work. B. Workers’ Compensation Insurance. The Contractor shall provide workers’ compensation insurance for all of the employees engaged in Work under this Contract, on or at the Site, and, in case of any sublet Work, the Contractor shall require the subcontractor similarly to provide workers’ compensation insurance for all the latter’s employees as prescribed by State law. Any class of employee or employees not covered by a subcontractor’s insurance shall be covered by the Contractor’s insurance. In case any class of employees engaged in work under this Contract, on or at the Site, is not protected under the Workers’ Compensation Statutes, the Contractor shall provide or shall cause a subcontractor to provide, adequate insurance coverage for the protection of such employees not otherwise protected. The Contractor is required to secure payment of compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. The Contractor shall file with the City certificates of his insurance protecting workers. Company or companies providing insurance coverage shall be acceptable to the City, if in the form and coverage as set forth in the Contract Documents. C. Employer’s Liability Insurance. Contractor shall provide Employer’s Liability Insurance, including Occupational Disease, in the amount of at least one million dollars ($1,000,000.00) per person per accident. Contractor shall provide the City with a certificate of Employer’s Liability Insurance. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of the City. D. Commercial General Liability Insurance. Contractor shall provide “occurrence” form Commercial General Liability insurance coverage at least as broad as the most current ISO CGL Form 00 01, including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury which may arise from or out of Contractor’s operations, use, and management of the Site, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Contract including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 39); or (2) cross-liability for claims or suits against one insured against another. Policy limits shall not be less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits. 1. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or Packet Page. 744 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -30- 00 72 00 – GENERAL CONDITIONS suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the City, and shall not preclude the City from taking such other actions available to the City under other provisions of the Contract Documents or law. 2. All general liability policies provided pursuant to the provisions of this Article shall comply with the provisions of the Contract Documents. 3. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non-owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under-ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Contractor of that part of the indemnification contained in these General Conditions relating to liability for injury to or death of persons and damage to property. 4. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, the City may require additional coverage to be purchased by Contractor to restore the required limits. Contractor may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described in the Contract Documents. 5. All policies of general liability insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. E. Automobile Liability Insurance. Contractor shall provide Automobile Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, one million dollars ($1,000,000) per accident for bodily injury and property damage. Such insurance shall provide coverage with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible, in a form and with insurance companies acceptable to the City. All policies of automobile insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. F. Privacy/Network Security (Cyber). Contractor shall provide Cyber Liability Insurance, in a form and with insurance companies acceptable to City, in the amount of, at least, one million dollars ($1,000,000) per occurrence and aggregate. Such insurance shall provide coverage for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code. Packet Page. 745 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -31- 00 72 00 – GENERAL CONDITIONS G. Aviation and/or Drone Liability. If Contractor shall utilize drones as part of the Work, Contractor shall provide Aviation and/or Drone Liability Insurance, in a form and with insurance companies acceptable to City, in the amount of, at least, one million dollars ($1,000,000) per occurrence limit. Such insurance shall provide coverage for bodily injury and property damage. H. Builder’s Risk [“All Risk”] 1. It is the Contractor’s responsibility to maintain or cause to be maintained Builder’s Risk [“All Risk”] extended coverage insurance on all work, material, equipment, appliances, tools, and structures that are or will become part of the Work and subject to loss or damage by fire, and vandalism and malicious mischief, in an amount to cover 100% of the replacement cost. The City accepts no responsibility for the Work until the Work is formally accepted by the City. The Contractor shall provide a certificate evidencing this coverage before commencing performance of the Work. 2. The named insureds shall be Contractor, all Subcontractors of any tier (excluding those solely responsible for design work), suppliers, and the City, its elected officials, officers, employees, agents and authorized volunteers, as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Work following acceptance by the City. 3. Policy shall be provided for replacement value on an “all risk” basis. There shall be no coinsurance penalty provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) transit coverage, including ocean marine coverage (unless insured by the supplier), with sub-limits sufficient to insure the full replacement value of any key equipment item; and (5) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site. Such insurance shall be on a form acceptable to the City to ensure adequacy and sublimit. 4. In addition, the policy shall meet the following requirements: a. Insurance policies shall be so conditioned as to cover the performance of any extra work performed under the Contract. b. Coverage shall include all materials stored on site and in transit. c. Coverage shall include Contractor’s tools and equipment. d. Insurance shall include boiler, machinery and material hoist coverage. I. NOT USED J. Contractor shall require all tiers of Subcontractors working under this Contract to provide the insurance required under this Article unless otherwise agreed to in Packet Page. 746 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -32- 00 72 00 – GENERAL CONDITIONS writing by the City. Contractor shall make certain that any and all Subcontractors hired by Contractor are insured in accordance with this Contract. If any Subcontractor’s coverage does not comply with the foregoing provisions, Contractor shall indemnify and hold the City harmless from any damage, loss, cost, or expense, including attorneys’ fees, incurred by the City as a result thereof. K. Notwithstanding the minimum limits set forth in this Contract for any type of insurance coverage, if Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. L. Form and Proof of Carriage of Insurance 1. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the City’s Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VII. Insurance deductibles or self- insured retentions must be declared by the Contractor. At the election of the City the Contractor shall either 1) reduce or eliminate such deductibles or self-insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy. 2. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or cancelled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, officers, agents, employees, and volunteers. 3. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice be given to the City prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, the City may terminate the Contract or stop the Work in accordance with the Contract Documents, unless the City receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. Contractor shall not take possession, or use the Site, or commence operations under this Contract until the City has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this Article. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. Packet Page. 747 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -33- 00 72 00 – GENERAL CONDITIONS 4. The Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, and the City’s insurance and/or deductibles and/or self-insured retentions or self-insured programs shall not be construed as contributory. 5. The City reserves the right to adjust the monetary limits and types of insurance coverages during the term of this Contract including any extension thereof if, in the City’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate. 6. Contractor shall report to the City, in addition to the Contractor’s insurer, any and all insurance claims submitted by the Contractor in connection with the Work under this Contract. 7. Products/completed operations coverage shall extend a minimum of three years after the project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officers, officials, agents employees, and volunteers shall be included as insureds under the policy. ARTICLE 5 -CONTRACTOR RESPONSIBILITIES; REGULATORY REQUIREMENTS 5.1 Applicable Laws A. Contractor shall give all notices required by and shall comply with all Applicable Laws applicable to the performance of the Work. Except where otherwise expressly required by Applicable Laws, neither the City nor the City’s Representative shall be responsible for monitoring Contractor’s compliance with any Applicable Laws. If Contractor performs any Work knowing or having reason to know that it is contrary to Applicable Laws, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. 5.2 Permits and Licenses A. Permits and licenses necessary for prosecution of the Work shall be secured and paid for by Contractor, including, but not limited to, excavation permit, for plumbing, mechanical and electrical work and for operations in or over public streets or right of way under jurisdiction of public agencies other than the City, unless otherwise specified in the Contract Documents. B. The Contractor shall arrange and pay for all off-site inspection of the Work related to permits and licenses, including certification, required by the specifications, drawings, or by governing authorities, except for such off-site inspections delineated as the City’s responsibility pursuant to the Contract Documents. Packet Page. 748 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -34- 00 72 00 – GENERAL CONDITIONS C. Before acceptance of the Work, the Contractor shall submit all licenses, permits, certificates of inspection and required approvals to the City. 5.3 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid in accordance with the Applicable Laws of the place of the Project which are applicable during the performance of the Work. In accordance with Revenue and Taxation Code section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible. 5.4 Traffic Control A. Traffic control plans, if required, shall be prepared at Contractor’s expense. Traffic control shall be performed at Contractor’s expense in accordance with the requirements of the City and/or the local agency with jurisdiction. Costs for traffic control plans, implementation of traffic control, or traffic signal services required by the City shall be included in the Contractor’s Bid. B. All warning signs and safety devices used by the Contractor to perform the Work shall conform to the requirements contained in the State of California, Department of Transportation’s current edition of “Manual of Traffic Controls for Construction and Maintenance Work Zones” or to the requirements of the local agency. The Contractor shall also be responsible for all traffic control required by the agency having jurisdiction over the Project on the intersecting streets. Contractor must submit a traffic control plan to the agency having jurisdiction over the Project for approval prior to starting Work. C. The Contractor’s representative on the site responsible for traffic control shall produce evidence that he/she has completed training acceptable to the California Department of Transportation for safety through construction zones. All of the streets in which the Work will occur shall remain open to traffic and one lane of traffic maintained at all times unless otherwise directed by the agency of jurisdiction. Businesses and residences adjacent to the Work shall be notified forty-eight (48) hours in advance of closing of driveways. The Contractor shall make every effort to minimize the amount of public parking temporarily eliminated due to construction in areas fronting businesses. No stockpiles of pipe or other material will be allowed in traveled right-of-ways after working hours unless otherwise approved by the Engineer. 5.5 Safety A. Contractor shall be solely responsible for all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety laws. Contractor shall comply with all Applicable Laws relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners Packet Page. 749 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -35- 00 72 00 – GENERAL CONDITIONS of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. B. The Contractor shall maintain emergency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4. The Contractor shall ensure the availability of emergency medical services for its employees in accordance with California Code of Regulations, Title 8, Section 1512. The Contractor shall submit an Illness and Injury Prevention Program and a Project Site specific safety program to the City prior to beginning Work. Contractor shall maintain a confined space program that meets or exceeds the City’s standards. Contractor needs to make themselves aware of the City’s safety policies and procedures, and shall meet or exceed all City standards in areas where the City must enter to perform inspections. C. Hazard Communication Programs. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Applicable Laws. 5.6 Hazardous Materials A. The City shall not be responsible for any Hazardous Waste brought to the site by the Contractor. If the Contractor: (i) introduces and/or discharges a Hazardous Waste onto the site in a manner not specified by the Contract Documents; and/or (ii) disturbs a Hazardous Material identified in the Contract Documents, the Contractor shall hire a qualified remediation contractor at Contractor’s sole cost to eliminate the condition as soon as possible. Under no circumstance shall the Contractor perform Work for which it is not qualified. The City, in its sole discretion, may require the Contractor to retain at Contractor’s cost an independent testing laboratory. B. If the Contractor encounters a Hazardous Waste which may cause foreseeable injury or damage, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such material or substance (except in an emergency situation); and (iii) notify the City (and promptly thereafter confirm such notice in writing). C. Subject to Contractor’s compliance with this Article 5.6(B), the City shall verify the presence or absence of the Hazardous Waste reported by the Contractor, except as qualified under Article 5.6(A) and Article 5.6(B) in the event such material or substance is found to be present, verify that the levels of the hazardous material are below OSHA Permissible Exposure Levels and below levels which would classify the material as a state of California or federal hazardous waste. When the material falls below such levels, Work in the affected area shall resume upon direction by the City. D. Contractor shall indemnify and hold harmless the City from and against claims, damages, losses and expenses, arising from a Hazardous Waste on the Project Site, if such Hazardous Waste exceeded OSHA Permissible Exposure Levels or levels Packet Page. 750 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -36- 00 72 00 – GENERAL CONDITIONS which would classify the material as a state of California or federal hazardous waste, and was either i) shown on the Contract Documents or information available to bidders; or (ii) brought to the site by Contractor. Nothing in this paragraph shall obligate the Contractor to indemnify the City in the event of the sole or active negligence or willful misconduct of the City, its officers, agents, or employees. 5.7 Sanitary Facilities. A. Contractor shall provide sanitary temporary toilet buildings and hand washing facilities for the use of all workers. All toilets and hand washing facilities shall comply with local codes and ordinances. Toilets shall be placed inside sealed secondary containment devices installed on a flat, level surface. Accumulated liquids in the secondary containment devices shall be properly removed and legally disposed without spillage onto the ground. Toilets shall be kept supplied with toilet paper and shall have workable door fasteners. Toilets and hand washing facilities shall be serviced no less than once weekly and shall be present in a quantity of not less than 1 per 20 workers as required by Cal/OSHA regulations. The toilets and hand washing facilities shall be maintained in a sanitary condition at all times. Use of toilet and hand washing facilities in the Work under construction shall not be permitted. Any other sanitary facilities required by Cal/OSHA shall be the responsibility of the Contractor. 5.8 Dust Control A. Contractor, at its expense, shall maintain all excavations, embankments, haul roads, permanent access roads, plant sites, waste disposal areas, borrow areas, and all other work areas free from dust. Industry accepted methods of dust control suitable for the area involved, such as sprinkling, chemical treatment, light bituminous treatment or similar methods, will be permitted. 5.9 Air Pollution Control A. Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes. All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to indicate that the contents fully comply with the applicable material requirements. B. Without limiting the foregoing, Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the Air Quality Management District with jurisdiction over the Project and/or California Air Resources Board (CARB). Contractor shall specifically be aware of the application of these limits and requirements to "portable equipment", which definition includes any item of equipment with a fuel-powered engine. Contractor shall indemnify the City against any fines or penalties imposed by the air quality management district, CARB, or any other governmental or regulatory agency for its violations of Applicable Laws as well as those of its subcontractors or others for whom Contractor is responsible under its indemnity obligations provided for in the Contract Documents. Packet Page. 751 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -37- 00 72 00 – GENERAL CONDITIONS 5.10 Water Quality Management and Compliance A. Storm, surface, ground, nuisance, or other waters may be encountered at various times during construction of the Work. The Contractor hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom. B. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions regulating discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 13000 et seq.); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); and any and all regulations, policies, or permits issued pursuant to any such authority. These include, but are not limited to California State Water Resources Control Board Order Number 2009-0009-DWQ (NPDES Permit No. CAS000002), as amended by Order Numbers 2010-0014-DWQ, 2012-0006-DWQ, and any subsequent amendment to or renewal thereof, State Water Resources Control Board Order No. 2013-0001-DWQ (NPDES Order No. CAS000004), Santa Ana Regional Water Quality Control Board No. R8-2010-0036 (NPDES No. CAS618036), and any amendment or renewal thereof. C. Contractor shall comply with all conditions of the State Water Resources Control Board (“State Water Board”) National Pollutant Discharge Elimination System General Permit for Waste Discharge Requirements for Discharges of Storm Water Runoff Associated with Construction Activity (“Construction General Permit”) for all construction activity which results in the disturbance of in excess of one acre of total land area or which is part of a larger common area of development or sale. Contractor shall comply with the lawful requirements of the City, and any other applicable municipality, drainage district, or other local agency with jurisdiction over the location where the Work is to be conducted, regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs. D. Unless otherwise specified in the Special Conditions or other portion of the Contract Documents, the City has not prepared a Storm Water Pollution Prevention Plan (“SWPPP”) or other storm water compliance plan for the Project Site. Contractor shall be responsible for filing the Notice of Intent (“NOI”) and for obtaining coverage under the Construction General Permit. This includes filing all necessary documentation including the Permit Registration Documents (“PRDs”) through the Stormwater Multiple Applications and Report Tracking System (“SMARTS”); preparing and implementing a SWPPP for the Work site; implementing all other provisions, and monitoring and reporting requirements required by the Construction General Permit; and providing a Qualified SWPPP Developer (“QSD”) and Qualified SWPPP Practitioner (“QSP”), as necessary for all Work site activities, including but not limited to preparation and submittal of all reports, plans, inspections, and monitoring information in compliance with the Construction General Permit. All submittals shall be coordinated with the City’s Legally Responsible Person and Authorized Signatory as those terms are defined in the Construction General Permit. Before any NOI, PRD, SWPPP, or other Construction General Permit-related Packet Page. 752 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -38- 00 72 00 – GENERAL CONDITIONS document may be submitted to the State Water Board or implemented on the Project site, it must first be reviewed and approved by the City and/or City’s designee. Contractor shall include all costs of compliance with specified requirements in the Contract Price. E. The City retains the right to develop its own documentation for the Project site, including but not limited to the SWPPP, and in the alternative may require Contractor to adopt and implement portions of the City developed SWPPP. The City expressly reserves the right to procure coverage under the Construction General Permit for the Work site if Contractor fails to draft satisfactory PRDs or SWPPP or otherwise fails to proceed in a manner that complies with the requirements of the Construction General Permit. The City additionally reserves the right to hire additional contractors to maintain compliance at the Work site. Whether Contractor has adequately maintained compliance with the Construction General Permit shall be the City’s sole determination. Any costs incurred by the City in procuring coverage under the Construction General Permit, or drafting and/or implementing a SWPPP for the Work site shall be paid by Contractor. F. Notwithstanding the above, for those Work sites where construction activity results in the disturbance of less than one acre of total land area and/or do not need coverage under the Construction General Permit, the Contractor shall be responsible for preparing and implementing an Erosion and Sediment Control Plan in accordance with State Water Resources Control Board Order No. 2013-0001- DWQ (NPDES Order No. CAS000004) and any amendment to or renewal thereof. G. Failure to comply with the Construction General Permit, laws, regulations, and ordinances listed in this Article is a violation of federal and state law. Notwithstanding any other indemnity contained in these Contract Documents, Contractor agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, fees, costs, expenses, or losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the Permit, laws, regulations, and ordinances listed above, arising out of or in connection with the Work, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. H. The City reserves the right to defend any enforcement action or civil action brought against the City for Contractor’s failure to comply with any applicable water quality law, regulation, or policy. Contractor hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and any relevant enforcement entity. 5.11 Environmental Quality Protection A. The Contractor shall comply with all requirements of applicable federal, state, and local environmental rules and regulations. Any infractions of said rules and regulations by the Contractor during the term of the Contract, which result in penalties, will be the responsibility of the Contractor. The City operates under a number of environmental permits issued by various agencies. If due to an action, Packet Page. 753 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -39- 00 72 00 – GENERAL CONDITIONS inaction, or negligence by the Contractor, the City becomes subject to non- compliance penalties, the cost of such penalties shall be borne by the Contractor. B. The Contractor shall exercise care to preserve the natural landscape and vegetation, and shall conduct operations so as to prevent unnecessary destruction, scarring, or defacing of the natural surroundings in the vicinity of the Work. Movement of crews and equipment within the rights-of-way and over routes provided for access to the Work shall be performed in a manner to prevent damage to property. When no longer required, construction roads shall be restored to original contours. Upon completion of the Work, and following removal of construction facilities and required cleanup, land used for construction purposes and not required for the completed installation shall be scarified and regraded, as required, so that all surfaces are left in a condition that will facilitate natural revegetation, provide for proper drainage, and prevent erosion. C. If, in the performance of the Work, evidence of the possible occurrence of any Federally listed threatened or endangered plant or animal is discovered, the Contractor shall notify the City Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to City within two (2) Days. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the endangered plant or animal. If directed by the City Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Any City directed changes to the Work as a result of a siting will be pursuant to the Contract Documents. Any costs or delays incurred by City or the Contractor due to unreasonable or false notification of an endangered plant or animal will be borne by the Contractor. D. If, in the performance of the Work, Contractor should unearth cultural resources (for example, human remains, animal bones, stone tools, artifacts and/or midden deposits) through excavation, grading, watering or other means, the Contractor shall notify the construction/archeological monitor and/or the City Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to the construction/archeological monitor and/or City within two (2) Days. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the cultural resource. If directed by the City Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or re-sequence and/or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Should the presence of cultural resources be confirmed, the Contractor will assist the City Representative and the construction/archeological monitor in the preparation and implementation of a data recovery plan. The Contractor shall provide such cooperation and assistance as may be necessary to preserve the cultural resources for removal or other disposition. Any City directed changes to the Work as a result of the cultural resource will be pursuant to the Contract Documents. Should Contractor, without permission, injure, destroy, excavate, appropriate, or remove any cultural resource on or adjacent to the Site, it will be subject to disciplinary action, arrest and penalty under applicable law. The Contractor shall be principally Packet Page. 754 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -40- 00 72 00 – GENERAL CONDITIONS responsible for all costs of mitigation and/or restoration of cultural resources related to the unauthorized actions identified above. Contractor shall be required to pay for unauthorized damage and mitigation costs to cultural resources (historical and archeological resources) as a result of unauthorized activities that damage cultural resources and shall indemnify City pursuant to the Contract Documents. 5.12 Excessive Noise A. Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA. Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in these Contract Documents, including hours of operation requirements. B. No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defective, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor. 5.13 Diversion of Recyclable Waste Material A. In compliance with the applicable City’s waste reduction and recycling efforts, Contractor shall divert all Recyclable Waste Materials to appropriate recycling centers as required for compliance with the local jurisdiction’s waste diversion ordinances. Contractor will be required to submit weight tickets and written proof of diversion with its monthly progress payment requests. Contractor shall complete and execute any certification forms required by the City or other applicable agencies to document Contractor’s compliance with these diversion requirements. All costs incurred for these waste diversion efforts shall be the responsibility of the Contractor. 5.14 Inspector’s Field Office. A. If required by the City, the Contractor shall be responsible for providing the inspector’s field office. The office shall be a substantial waterproof construction with adequate natural light and ventilation by means of stock design windows. Door shall have a key type lock or padlock clasp. The office shall have heating and air conditioning and shall be equipped with a telephone, a telephone answering machine, an ability to connect to the internet, and a fax machine at Contractor’s expense. The field office shall be provided within 20 Days of the Notice to Proceed. B. A table satisfactory for the study of plans and two chairs shall be provided by Contractor. Contractor shall provide and pay for adequate electric lights, local telephone service, and adequate heat and air conditioning for the field office until authorized removal. Packet Page. 755 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -41- 00 72 00 – GENERAL CONDITIONS 5.15 Contractor’s Supervision. A. Contractor shall continuously keep at the Project site, a competent and experienced full-time Project superintendent acceptable to the City. Superintendent must be able to proficiently speak, read and write in English and shall have the authority to make decisions on behalf of the Contractor. Contractor shall continuously provide efficient supervision of the Project. 5.16 Workers. A. Contractor shall at all times enforce strict discipline and good order among its employees. Contractor shall not employ on the Project any unfit person or any one not skilled in the Work assigned to him or her. B. Any person in the employ of the Contractor whom the City may deem incompetent or unfit shall be dismissed from the Work and shall not be employed on this Project. 5.17 Independent Contractors. A. Contractor shall be an independent contractor for the City and not an employee. Contractor understands and agrees that it and all of its employees shall not be considered officers, employees, or agents of the City and are not entitled to benefits of any kind normally provided employees of the City, including but not limited to, state unemployment compensation or workers’ compensation. Contractor assumes full responsibility for the acts and omissions of its employees or agents related to the Work. 5.18 Verification of Employment Eligibility. A. By executing the Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors, sub-subcontractors and consultants to comply with the same. Each person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor and that any of the following shall be grounds for the City to terminate the Contract for cause: (1) failure of the Contractor or its Subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in this Article; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements. 5.19 Labor. A. Hours of Work 1. As provided in Article 3 (commencing at section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, Contractor stipulates that eight (8) hours of labor shall constitute a legal day’s work. The time of service of any worker employed at any time by the Contractor or by any subcontractor on any subcontract under this Contract upon the Work or upon any part of the Work contemplated by this Packet Page. 756 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -42- 00 72 00 – GENERAL CONDITIONS Contract is limited and restricted to eight (8) hours during any one calendar day and 40 hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions herein above set forth, work performed by employees of Contractor in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one- half times the basic rate of pay. 2. The Contractor and every Subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed in connection with the Work or any part of the Work contemplated by this Contract. The record shall be kept open at all reasonable hours to the inspection of the City and to the Division of Labor Law Enforcement, Department of Industrial Relations of the State of California. 3. The Contractor shall pay to the City a penalty of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 (commencing at section 1810), Chapter 1, Part 7, Division 2 of the Labor Code. 4. Any work necessary to be performed after regular working hours, or on Saturdays and Sundays or other holidays, shall be performed without additional expense to the City. 5. If Contractor gives notice of an inspection pursuant to the Contract Documents, the City will provide inspection during normal working hours from 7:00 a.m. to 3:30 p.m. Monday through Friday. Requested inspections before or after this time will be charged to the Contractor as reimbursable inspection time. Inspections on weekends requires two (2) Days’ notice for review and approval. Upon written request and approval the 8.5 hour working day may be changed to other limits subject to city/county ordinance. 6. It shall be unlawful for any person to operate, permit, use, or cause to operate any of the following at the Project Site, other than between the hours of 7:00 a.m. to 5:00 p.m., Monday through Friday, with no Work allowed on City-observed Holidays, unless otherwise approved by the City: a. Powered Vehicles b. Construction Equipment c. Loading and Unloading Vehicles d. Domestic Power Tools B. Payroll Records; Labor Compliance 1. Pursuant to Labor Code section 1776, Contractor and all subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Packet Page. 757 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -43- 00 72 00 – GENERAL CONDITIONS Security numbers, work classifications, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by them in connection with the Work under this Contract. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require Subcontractor(s) to certify weekly payroll records under penalty of perjury. 2. In accordance with Labor Code section 1771.4, the Contractor and each Subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on the specified interval and format prescribed by the DIR, which may include electronic submission. Contractor shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3. Any stop orders issued by the DIR against Contractor or any Subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any Subcontractor. 4. The payroll records described herein shall be certified and submitted by the Contractor at a time designated by the City. The Contractor shall also provide the following: a. A certified copy of the employee’s payroll records shall be made available for inspection or furnished to such employee or his or her authorized representative on request. b. A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the DIR. 5. Unless submitted electronically, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement (“DLSE”) of the DIR or shall contain the same information as the forms provided by the DLSE. 6. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, the City, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of the Contractor awarded the Contract or performing the Contract shall not be marked or obliterated. Packet Page. 758 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -44- 00 72 00 – GENERAL CONDITIONS 7. In the event of noncompliance with the requirements of this Article, the Contractor shall have ten (10) Days in which to comply subsequent to receipt of written notice specifying in what respects the Contractor must comply with this Article. Should noncompliance still be evident after such 10-day period, the Contractor shall pay a penalty of one hundred dollars ($100.00) to the City for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payment then due. 8. The responsibility for compliance with this Article shall rest upon the Contractor. C. Prevailing Rates of Wages 1. The Contractor is aware of the requirements of Labor Code sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since this Project involves an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The Contractor shall obtain a copy of the prevailing rates of per diem wages at the commencement of this Contract from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov. In the alternative, the Contractor may view a copy of the prevailing rate of per diem wages which are on file at the City’s Administration Office and shall be made available to interested parties upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to perform work on the Project available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws. 2. The Contractor shall forfeit as a penalty to the City not more than Two Hundred Dollars ($200.00), pursuant to Labor Code section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under the Contract by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor. 3. Contractor shall post, at appropriate conspicuous points on the Project Site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned. D. Public Works Contractor Registration Packet Page. 759 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -45- 00 72 00 – GENERAL CONDITIONS 1. Pursuant to Labor Code sections 1725.5 and 1771.1, the Contractor and its Subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. E. Employment of Apprentices 1. Contractor and all Subcontractors shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of apprentices. 2. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 3. Knowing violations of Labor Code section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non-compliance pursuant to Labor Code section 1777.7. F. Nondiscrimination/Equal Employment Opportunity 1. Pursuant to Labor Code section 1735 and other applicable provisions of law, the Contractor and its Subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law on this Project. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law. G. Debarment of Contractors and Subcontractors 1. Contractors or Subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid, or may have been paid to a debarred subcontractor by a contractor on the project shall be returned to the City. The Contractor shall be responsible for the payment Packet Page. 760 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -46- 00 72 00 – GENERAL CONDITIONS of wages to workers of a debarred subcontractor who has been allowed to work on the Project. 5.20 Subcontracts. A. Contractor agrees to bind every Subcontractor to the terms of the Contract Documents as far as such terms are applicable to Subcontractor’s portion of the Work. Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Documents shall create any contractual relationship between any subcontractor and the City. B. The City reserves the right to accept all subcontractors. The City’s acceptance of any Subcontractor under this Contract shall not in any way relieve Contractor of its obligations in the Contract Documents. C. Prior to substituting any Subcontractor listed in the Bid Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code section 4100 et seq. 5.21 Progress Meetings A. The Contractor shall schedule and hold regular progress meetings at least weekly and at other times as requested by Engineer or as required by progress of the Work. The Contractor, City, and all Subcontractors active on the Site shall attend each meeting. Contractor may at its discretion request attendance by representatives of its Suppliers, manufacturers, and other Subcontractors. The City will preside at the progress meetings and will arrange for keeping and distributing the minutes. The purpose of the meetings is to review the progress of the Work, maintain coordination of efforts, discuss changes in scheduling, and resolve other problems which may develop. During each meeting, the Contractor shall present any issues which may impact its progress with a view to resolve these issues expeditiously. 5.22 Submittals A. Schedule of Submittals. Within five (5) Days after the Notice to Proceed (unless otherwise specified in the Contract Documents), Contractor will prepare and deliver a Schedule of Submittals to the City that has been fully integrated with the progress schedule and identifies each Submittal required by the Contract Documents as well as the date on which Contractor will deliver each Submittal to the City. Each Submittal must be delivered to the City at least thirty (30) Days prior to the date the material or equipment is scheduled to be incorporated into the Work. The Contractor is responsible for any schedule delays resulting from the Submittal process. B. Submittal Procedures. 1. Contractor will follow the following procedures for each Submittal, Shop Drawing and Sample required by the Contract Documents: a. Submittals must be transmitted electronically. Packet Page. 761 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -47- 00 72 00 – GENERAL CONDITIONS b. Transmittals will be sequentially numbered. Contractor to mark revised Submittals with original number and sequential alphabetic suffix. c. Each Submittal will identify the Project, Contractor, Subcontractor and Supplier, pertinent Drawing and detail number, and Specification Section number appropriate to Submittal. d. By transmitting a Submittal, Contractor certifies it has reviewed and approved each Submittal, verified products required, field dimensions, adjacent construction Work, and that coordination of information is according to requirements of the Work and Contract Documents. e. Identify variations in Contract Documents and product or system limitations that may differ and/or be detrimental to successful performance of completed Work. f. When Submittal is revised for resubmission, Contractor shall promptly address the City’s comments and resubmit. Contractor shall identify changes made since previous submission. g. The City’s review of Shop Drawings shall not relieve Contractor from responsibility for deviations from the Contract Documents unless Contractor has, in writing, called the City’s attention to such deviations at time of submission and the City has taken no exception to the deviation. The City’s review of Shop Drawings shall not relieve Contractor from responsibility for errors in Shop Drawings. h. Submittals not required by the Contract Documents or requested by the City will not be acknowledged or processed. i. Incomplete Submittals will not be reviewed by the City. Delays resulting from incomplete Submittals are not the responsibility of the City. j. Contractor shall not be entitled to any extension of the Contract Times as a result of the Submittal process. k. Contractor shall allow a minimum of 20 working days for review of Submittals unless otherwise specified in the Contract Documents. 2. Where a Submittal, Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to the City review and approval of the pertinent submittal will be performed at the sole risk and expense and responsibility of Contractor. C. Schedule Milestone for Submittals. Contractor must submit all Submittals required by the Contract Documents in accordance with the Schedule of Submittals. If Contractor fails to submit the Submittals in accordance with the Schedule of Submittals, Contractor will be solely liable for any delays or impacts caused by the delayed Submittal, whether direct or indirect. Contractor will be liable for the time calculated from the date the Submittal is due until the date a compliant Submittal is Packet Page. 762 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -48- 00 72 00 – GENERAL CONDITIONS made. A compliant Submittal will be one that is complete and satisfies the requirements of the Contract Documents. 5.23 Shop Drawings and Sample Submittal Procedures. A. Before submitting each Shop Drawing or Sample, Contractor shall have: 1. Reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; 2. Determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; 3. Determined and verified the suitability of all materials offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determined and verified all information relative to Contractor’s responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. B. With each Submittal, Contractor shall give the City specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communication separate from the Shop Drawings or Sample Submittal and, in addition, a specific notation made on each Shop Drawing or Sample submitted to the City for review and approval of each such variation. C. Shop Drawings. 1. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show the City the services, materials, and equipment Contractor proposes to provide and to enable the City to review the information for assessing conformance with information given and design concept expressed in Contract Documents. 2. When required by individual Specification sections, provide Shop Drawings signed and sealed by a professional engineer responsible for designing components shown on Shop Drawings. Shop Drawings must include signed and sealed calculations to support design in a form suitable for submission to and approval by authorities having jurisdiction. 3. Shop Drawings for steel structures shall consist of shop details, erection and other working Drawings showing details, dimensions, sizes of members and other information necessary for the complete fabrication and erection of the metal work. 4. Shop Drawings of concrete structures shall consist of such detailed drawings as may reasonably be required for the successful prosecution of the Work and which are not included in the Drawings furnished by the Engineer. These may include Packet Page. 763 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -49- 00 72 00 – GENERAL CONDITIONS drawings for false work, bracing, centering and form work, masonry layout diagrams, and diagrams for bent reinforcement. 5. Contractor shall make revisions and provide additional information when required by authorities having jurisdiction. D. Samples. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as required to enable the City to review the submittal for assessing conformance with information given and design concept expressed in Contract Documents. Samples should be of appropriate size and detail to assess functional, aesthetic, color, texture, patterns and finish selection. E. City’s Review. 1. The City will review Shop Drawings and Samples in accordance with the Schedule of Submittals. The City’s review and acceptance will be only to determine if the items covered by the Submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. The City review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. The City’s review and acceptance shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless the City has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. F. Resubmittal Procedures. Contractor shall make corrections required by the City and shall return corrected Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by the City on previous Submittals. 5.24 Record (“As-Built”) Drawings. A. The Contractor shall maintain one record set of Contract Documents at the Site or digitally in an acceptable format. On these, it shall mark all Project conditions, locations, configurations, and any other changes or deviations which may vary from the information represented in the original Contract Documents, including buried or concealed construction and utility features which are revealed during the course of construction. Special attention shall be given to recording the horizontal and vertical location of all buried utilities that differ from the locations indicated, or which were not indicated on the Drawings. For all Projects involving the installation of any pipeline, Contractor shall survey and record the top of the pipe at a minimum of every 100 linear feet, and at each bend, recording both the horizontal and vertical Packet Page. 764 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -50- 00 72 00 – GENERAL CONDITIONS locations. Said Drawings shall be supplemented by any detailed sketches as necessary or directed to fully indicate the Work as actually constructed. Any required as-built drawings of civil engineering elements of the Work shall be prepared by a registered civil engineer. B. These master Record Drawings of the as-built conditions, including all revisions made necessary by Addenda and Change Orders, shall be maintained up-to-date during the progress of the Project. Red ink shall be used for alterations and notes. Notes shall identify relevant Change Orders by number and date. Record Drawings shall be accessible to the Engineer at all times during the construction period. Failure on the Contractor’s part to keep Record Drawings current could result in withholding partial payment. C. Upon completion of the Project and as a condition of final acceptance, the Contractor shall finalize and deliver a complete set of Record Drawings to the Engineers. The information submitted by the Contractor will be assumed to be correct, and the Contractor shall be responsible for, and liable to the City, for the accuracy of such information, and for any errors or omissions which may or may not appear on the Record Drawings. D. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete the Record Drawings shall be included in Contractor’s bid and distributed in the Bid Schedule. No additional compensation shall be made to the Contractor for this Work. 5.25 Layout and Field Engineering. A. The Contractor shall utilize a properly licensed surveyor to perform all layout surveys required for the control and completion of the Work, and all necessary surveys to compute quantities of Work performed. 5.26 Separate Contracts and Cooperation. A. Separate Contracts. The City reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and coordinate its Work with theirs. To ensure proper execution of its subsequent Work, Contractor shall immediately inspect work already in place and shall at once report to the Engineer any problems with the Work in place or discrepancies with the Contract Documents. B. Cooperation. Contractor shall ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by the City in prosecution of the Project to the end that Contractor may perform this Contract in the light of such other contracts, if any. Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy at site of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, the Engineer shall decide which Contractor shall cease Work temporarily Packet Page. 765 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -51- 00 72 00 – GENERAL CONDITIONS and which contractor shall continue or whether work can be coordinated so that contractors may proceed simultaneously. The City shall not be responsible for any damages suffered or for extra costs incurred by Contractor resulting directly or indirectly from award, performance, or attempted performance of any other contract or contracts on the Project Site. 5.27 Work Site. A. Limitation of Use of Site and Other Areas. Rights-of-way, easements, or rights-of- entry for the Work will be provided by the City. Unless otherwise specified in the Special Provisions, the Contractor shall make arrangements, pay for, and assume all responsibility for acquiring, using, and disposing of additional work areas and facilities temporarily required. The Contractor shall indemnify and hold the City harmless from all claims for damages caused by such actions. Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Applicable Laws, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to City or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. B. Site Maintenance. During the progress of the Work, Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to Applicable Laws. The Contractor shall furnish trash bins for all debris from construction. All debris shall be placed in trash bins daily. Forms and false-work that are to be re-used shall be stacked neatly concurrently with their removal. Forms and false-work that are not to be re-used shall be disposed of concurrently with their removal. C. Cleaning. Prior to Completion of the Work, Contractor shall clean the Site and make it ready for utilization by the City. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. 5.28 Utility Usage. A. All temporary utilities, including but not limited to electricity, water, gas, and telephone, used on the Work shall be furnished and paid for by Contractor. Contractor shall provide necessary temporary distribution systems, including meters, if necessary, from distribution points to points on the Work where the utility is needed. Upon completion of the Work, Contractor shall remove all temporary distribution systems. Contractor shall provide necessary and adequate utilities and pay all costs for water, electricity, gas, oil, and sewer charges required for completion of the Work, including but not limited to startup and testing required in the Contract Documents. All permanent meters installed shall be listed in the Contractor’s name until the Work is accepted. For Work to be performed in existing City facilities, Contractor may use the City’s existing utilities, provided such use is reasonable under the circumstances. If Contractor uses the City utilities, it will not need to Packet Page. 766 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -52- 00 72 00 – GENERAL CONDITIONS compensate the City for reasonably consumption of utilities, but Contractor will be responsible for any excessive, unreasonable or wasteful utility usage. Amounts due the City under this section may be deducted from progress payments. 5.29 Protection of Work and Property. A. The Contractor shall digitally record video and take photographs of the Project site and adjacent improvements in a manner and quality that clearly depicts the existing condition of the Project Site and adjacent improvements immediately prior to the start of Work (minimum 1080p video and 4MP photo). All videos and photographs shall be date and time stamped. The Contractor shall submit the video and photos in digital format on a memory stick before the commencement of Work, along with a map outlining the route and locations of the videos and/or photographs. The Contractor shall be responsible for all damages to persons or property that occur as a result of the Work. Contractor shall be responsible for the proper care and protection of all materials delivered and Work performed until completion and final acceptance by the City. All Work shall be solely at the Contractor’s risk. B. Contractor shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Contractor shall comply with all applicable safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Project site where Work is being performed. Contractor shall erect and properly maintain at all times, as required by field conditions and progress of work, all necessary safeguards, signs, barriers, lights, and watchmen for protection of workers and the public, and shall post danger signs warning against hazards created in the course of construction. C. Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions. D. Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by the Work operations. Contractor shall: 1. Enclose the working area with a substantial barricade, and arrange work to cause minimum amount of inconvenience and danger to the public. 2. Provide substantial barricades around any shrubs or trees indicated to be preserved. 3. Deliver materials to the Site over a route designated by the City. 4. Provide any and all dust control required and follow the applicable air quality regulations as appropriate. If the Contractor does not comply immediately with a notice from the City or a public agency responsible for air quality, the City shall have the authority to provide dust control and deduct the cost from payments to the Contractor. Packet Page. 767 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -53- 00 72 00 – GENERAL CONDITIONS 5. Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the City. Contractor shall not unreasonably encumber the Site with its materials. 6. Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by a civil engineer or land surveyor acceptable to the City, at no cost to the City. 7. Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the City. 8. Preserve and protect from injury all buildings, pole lines and all directional, warning and mileage signs that have been placed within the right-of-way. 9. At the completion of work each day, leave the Work and the Site in a clean, safe condition. 10. Comply with any stage construction and/or traffic handling plans. Access to residences and businesses shall be maintained at all times, except with the City’s written approval. Any request for approval to reduce or restrict access to residences and business must be submitted to the City at least seven (7) Days in advance, and the City may issue or withhold approval in its sole discretion. E. These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the work involved in the protection and preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made therefor. F. Should damage to persons or property occur as a result of the Work, Contractor shall promptly notify the City, in writing. Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired. The City shall be entitled to inspect and copy any such documentation, video, or photographs. G. Contractor shall maintain all investigation documentation including video and/or photographs for a minimum of four (4) years following completion of the Project. 5.30 Emergencies. A. In emergencies affecting the safety or protection of persons or the Work or Property at the Site or adjacent thereto, the Contractor, without special instruction or authorization from the City or the Engineer, is obligated to act to prevent threatened damage, injury or loss. The Contractor shall give the Engineer prompt written notice if the Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. Packet Page. 768 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -54- 00 72 00 – GENERAL CONDITIONS ARTICLE 6 -MATERIALS; INSPECTION 6.1 Access to Work. A. The City, Engineer, their consultants and other representatives and personnel, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs. 6.2 Materials. A. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water, lights, power, transportation, superintendence, temporary constructions of every nature, and all other services and facilities whatsoever necessary to execute and complete this Contract within the Contract Time. Unless otherwise specified, all materials, parts, and equipment furnished by the Contractor in the Work shall be new, the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality. B. No materials, supplies, or equipment for Work under this Contract shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier. Contractor warrants good title to all material, supplies, and equipment installed or incorporated in the Work and agrees upon completion of all work to deliver the Project, to the City free from any claims, liens, or charges. C. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of the Work and shall be stored properly and protected as required by the Contract Documents. Contractor shall be entirely responsible for damage or loss by weather or other causes to materials or Work. Materials shall be stored on the Project Site in such manner so as not to interfere with any operations of the City or any independent contractor. D. Contractor shall verify all measurements, dimensions, elevations, and quantities before ordering any materials or performing any Work, and the City shall not be liable for Contractor’s failure to so. Except for an adjustment to Unit Price Work for item overruns and underruns in accordance with the Contract Documents, no additional compensation, over and above payment for the actual quantities at the prices set out in the Bid Schedule, will be allowed because of differences between actual measurements, dimension, elevations and quantities and those indicated on the Plans and in the Specifications. Any difference therein shall be submitted to the Engineer for consideration before proceeding with the Work. 6.3 Test and Inspections. A. Inspection and Testing of Work and Materials Packet Page. 769 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -55- 00 72 00 – GENERAL CONDITIONS 1. If the Contract Documents, the Engineer, or any instructions, laws, ordinances, or public authority requires any part of the Work to be tested or approved, Contractor shall provide the Engineer at least two (2) working days’ notice of its readiness for observation or inspection. If inspection is by a public authority other than the City, Contractor shall promptly inform the City of the date fixed for such inspection. Required certificates of inspection (or similar) shall be secured by Contractor. Costs for City testing and inspection shall be paid by the City. Costs of tests for Work found not to be in compliance shall be paid by the Contractor. 2. The Contractor shall pay for the cost of any minimum “show up” costs of a materials testing technician that was called for by the Contractor but ultimately the Contractor work was not ready for the inspection. Any such costs shall be deducted from any amounts due to the Contractor. 3. If any Work is done or covered up without the required testing or approval, the Contractor shall uncover or deconstruct the Work, and the Work shall be redone after completion of the testing at the Contractor’s cost in compliance with the Contract Documents. 4. Where inspection and testing are to be conducted by an independent laboratory or agency, materials or samples of materials to be inspected or tested shall be selected by such laboratory or agency, or by the City, and not by Contractor. Unless otherwise stated and as provided by the Contract Documents, the City shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents. All tests or inspections of materials shall be made in accordance with the commonly recognized standards of national organizations. 5. Reexamination of Work may be ordered by the City. If so ordered, Work must be uncovered or deconstructed by Contractor. If Work is found to be in accordance with the Contract Documents, the City shall pay the costs of reexamination and reconstruction. If such work is found not to be in accordance with the Contract Documents, Contractor shall pay all costs. B. Testing of Materials 1. In advance of manufacture of materials to be supplied by Contractor which must be tested or inspected, Contractor shall notify the City so that the City may arrange for testing at the source of supply. Any materials which have not satisfactorily passed such testing and inspection shall not be incorporated into the Work. 2. If the manufacture of materials to be inspected or tested will occur in a plant or location greater than sixty (60) miles from the City, the Contractor shall pay for any excessive or unusual costs associated with such testing or inspection, including but not limited to excessive travel time, standby time and required lodging. 3. Unless otherwise specified in the Special Provisions, all initial testing and a reasonable amount of retesting will be performed under the direction of the Engineer, and at no expense to the Contractor. The Contractor shall notify the Engineer in writing, at least 15 days in advance, of its intention to use materials for Packet Page. 770 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -56- 00 72 00 – GENERAL CONDITIONS which tests are specified, to allow sufficient time to perform the tests. The notice shall name the proposed supplier and source of material. If the notice of intent to use is sent before the materials are available for testing or inspection, or is sent so far in advance that the materials on hand at the time will not last but will be replaced by a new lot prior to use on the Work, it will be the Contractor's responsibility to re- notify the Engineer when samples which are representative may be obtained. 4. A Certificate of Compliance shall be furnished to the Engineer prior to the use of any material or assembled material for which these Specifications so require or if so required by the Engineer. The Engineer may waive the materials testing requirements and accept a Certificate of Compliance. Material test data may be required by the Engineer to be included with the submittal. Materials used on the basis of a Certificate of Compliance may be sampled and tested at any time. The submission of a Certificate of Compliance shall not relieve the Contractor of responsibility for incorporating material into the Work which conforms to the requirements of the Contract Documents, and any material not conforming to the requirements will be subject to rejection by the Engineer whether in place or not. 5. Copies of mill certificates of composition and quality of all component materials (reinforcing steel, structural steel, lumber, etc.) incorporated in the construction of the Work shall be provided to the City at the time of delivery. City shall retain the right to reject any raw material not provided with a mill certificate at the time of delivery. 6. If, after incorporating such materials into the Work, it is found that sources of supply that have been approved do not furnish a uniform product, or if the product from any source proves unacceptable at any time, the Contractor shall furnish approved material from other approved sources. If any product proves unacceptable after improper storage, handling or for any other reason it shall be rejected, not incorporated into the Work, and shall be removed from the Project Site all at the Contractor’s expense. 6.4 Requests for Substitutions. A. For the purposes of this provision, the term “substitution” shall mean the substitution of any material, method or service substantially equal to or better in every respect to that indicated in the Standard Specifications or otherwise referenced herein. B. Pursuant to Public Contract Code section 3400(b), the City may make a finding that is described in the Notice Inviting Bids that designates certain products, things, or services by specific brand or trade name. C. Unless specifically designated in the Special Conditions, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such specifications shall be deemed to be used for the purpose of facilitating the description of the material, process, or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process, or article which may be substantially equal to or better in every respect to that so indicated or specified in Packet Page. 771 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -57- 00 72 00 – GENERAL CONDITIONS the Contract Documents. However, the City has adopted uniform standards for certain materials, processes, and articles. D. The Contractor shall submit substitution requests, together with substantiating data, for substitution of any “or equal” material, process, or article no later than thirty-five (35) calendar days after award of Contract. Provisions regarding submission of substitution requests shall not in any way authorize an extension of time for the performance of this Contract. If a substitution request is rejected by the City, the Contractor shall provide the material, method or service specified herein. The City shall not be responsible for any costs incurred by the Contractor associated with substitution requests. The burden of proof as to the equality of any material, process, or article shall rest with the Contractor. The Engineer has the complete and sole discretion to determine if a material, process, or article is substantially equal to or better than that specified and to approve or reject all substitution requests. E. Substantiating data as described above shall include, at a minimum, the following information: 1. A signed affidavit from the Contractor stating that the material, process, or article proposed as a substitution is substantially equal to or better than that specified in every way except as may be listed on the affidavit. 2. Illustrations, specifications, catalog cut sheets, and any other relevant data required to prove that the material, process, or article is substantially equal to or better than that specified. 3. A statement of the cost implications of the substitution being requested, indicating whether and why the proposed substitution will reduce or increase the amount of the contract. 4. Information detailing the durability and lifecycle costs of the proposed substitution. F. Failure to submit all the required substantiating data detailed above in a timely manner so that the substitution request can be adequately reviewed may result in rejection of the substitution request. The Engineer is not obligated to review multiple submittals related the same substitution request resulting from the Contractor’s failure to initially submit a complete package. G. Time limitations within this Article shall be strictly complied with and in no case will an extension of time for completion of the contract be granted because of Contractor’s failure to provide substitution requests at the time and in the manner described herein. H. The Contractor shall bear the costs of all the City work associated with the review of substitution requests. I. If substitution requests approved by the Engineer require that Contractor furnish materials, methods or services more expensive than that specified, the increased costs shall be borne by Contractor. Packet Page. 772 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -58- 00 72 00 – GENERAL CONDITIONS ARTICLE 7 -SUBSURFACE AND PHYSICAL CONDITIONS; UTILITIES 7.1 Soils Investigations. A. When a soils investigation report for the Site is available, such report is provided for informational purposes only. Any information obtained from such report as to subsurface soil condition, or to elevations of existing grades or elevations of underlying rock, is approximate only and is not guaranteed. Contractor acknowledges that any soils investigation report (including any borings) was prepared for purposes of design only and Contractor is required to examine the Site before submitting its Bid and must make whatever tests it deems appropriate to determine the condition of the soil. 7.2 Ownership of Site Materials Found. A. The title to water, soil, rock, gravel, sand, minerals, timber and any other materials developed or obtained in the excavation or other operations of Contractor or any of its Subcontractors in the performance of the Contract, and the right to use said items in carrying out the Contract, or to dispose of same, is hereby expressly reserved by the City. Neither Contractor nor any of its Subcontractors nor any of their representatives or employees shall have any right, title, or interest in said materials, nor shall they assert or make any claim thereto. Contractor will, as determined by the City’s Representative, be permitted to use in the Work without charge, any such materials which meet the requirements of the Contract Documents, provided the City shall have the right to use or consume these materials without payment to a third party. 7.3 Existence of Utilities at the Work Site. A. Existing Utilities 1. The location of known existing utilities and pipelines are shown on the Plans in their approximate locations. However, nothing herein shall be deemed to require the City to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the project can be inferred from the presence of other visible facilities, such as buildings, cleanouts, meter and junction boxes, on or adjacent to the Site of the Project. 2. The City will assume the responsibility for the timely removal, relocation, or protection of existing main or trunk line utility facilities located on the Project site if such utilities are not identified by the City in the Contract Documents or which cannot reasonably be inferred from the presence of other visible facilities. B. Utility Location 1. It shall be the Contractor’s responsibility to determine the exact location and depth of all utilities, including service connections, which have been marked by the respective utility owners and which the Contractor believes may affect or be affected by the Contractor’s operations. The Contractor shall not be entitled to additional compensation nor time extensions for work necessary to avoid Packet Page. 773 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -59- 00 72 00 – GENERAL CONDITIONS interferences nor for repair to damaged utilities if the Contractor does not expose all such existing utilities as required by this Article. 2. The locating of utilities shall be in conformance with Government Code Section 4216 et seq. except for the City’s utilities located on the City’s property and not on public right-of-way. 3. A “High Priority Subsurface Installation” is defined in Government Code Section 4216 (j) as “high-pressure natural gas pipelines with normal operating pressures greater than 415kPA gauge (60psig) or greater than six inches nominal pipe diameter, petroleum pipelines, pressurized sewage pipelines, high-voltage electric supply lines, conductors, or cables that have a potential to ground of greater than or equal to 60kv, or hazardous materials pipelines that are potentially hazardous to workers or the public if damaged.” 4. A “Subsurface Installation” is defined in Government Code Section 4216 (s) as “any underground pipeline, conduit, duct, wire, or other structure, except nonpressurized sewer lines, nonpressurized storm drains, or other nonpressurized drain lines.” 5. Pursuant to Government Code Section 4216.2 the Contractor shall contact the appropriate regional notification center at least two (2) working days but not more than 14 Days before performing any excavation. The date of the notification shall not count as part of the two-working-day notice. Before notifying the appropriate regional notification center, the Contractor shall delineate the area to be excavated. The Contractor shall request that the utility owners conduct a utility survey and mark or otherwise indicate the location of their service. The Contractor shall furnish to the Engineer written documentation of its contact(s) with the regional notification center prior to commencing excavation at such locations. 6. After the utility survey is completed, the Contractor shall commence “potholing” or hand digging to determine the actual location of the pipe, duct, or conduit and in accordance with Government Code Section 4216.4 if the excavation within the “tolerance zone” of a subsurface installation. The Engineer shall be given notice prior to commencing potholing operations. The Contractor shall uncover all piping and conduits, to a point one (1) foot below the pipe, where crossings, interferences, or connections are shown on the Drawings, prior to trenching or excavating for any pipe or structures, to determine actual elevations. New pipelines shall be laid to such grade as to clear all existing facilities, which are to remain in service for any period subsequent to the construction of the run of pipe involved. 7. The Contractor's attention is directed to the requirements of Government Code Section 4216.2 (c) which provides: “When the excavation is proposed within 10 feet of a high priority subsurface installation, the operator of the high priority subsurface installation shall notify the excavator of the existence of the high priority subsurface installation to set up an onsite meeting prior to the legal excavation start date and time or at a mutually agreed upon time to determine actions or activities required to verify the location and prevent damage to the high priority subsurface installation. As part of the meeting, the excavator shall discuss with the operator the method and tools that will be used during the excavation and the Packet Page. 774 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -60- 00 72 00 – GENERAL CONDITIONS information the operator will provide to assist in verifying the location of the subsurface installation. The excavator shall not begin excavating until after the completion of the onsite meeting.” The Contractor shall notify the Engineer in advance of this meeting. C. Utility Relocation and Repair 1. If interferences occur at locations other than those indicated in the Contract Documents with reasonable accuracy, the Contractor shall notify the Engineer in writing. The Engineer will supply a method for correcting said interferences in accordance with the responsibilities of this section and Government Code Section 4215. To the extent any delay is caused thereby, Contractor shall submit a notice of delay within five (5) Days of discovery of the circumstances giving rise to the delay in accordance with Article 9.1 Change Orders and Time Extensions. 2. Care shall be exercised by the Contractor to prevent damage to adjacent existing facilities and public or private works; where equipment will pass over these obstructions, suitable planking shall be placed. If high priority subsurface installations are damaged and the operator cannot be contacted, the Contractor shall call 911 emergency services. 3. The City will compensate the Contractor for the costs of locating and repairing damage not due to the failure of the Contractor to exercise reasonable care, and for removing or relocating such main or trunk line utility facilities not indicated in the Contract Documents with reasonable accuracy, and for the cost of equipment on the Project necessarily idled during such work. The payment for such costs will be made as provided in Article 9.1 Change Orders and Time Extensions. The Contractor shall not be assessed liquidated damages for delay in completion of the Project, when such delay is caused by the failure of the City or utility company to provide for removal or relocation of such utility facilities. Requests for extensions of time arising out of utility relocation or repair delays shall be filed in accordance with Article 9.1 Change Orders and Time Extensions and Article 9.3 Time for Completion and Liquidated Damages. 4. The public utility, where it is the owner of the affected utility, shall have the sole discretion to perform repairs or relocation work or permit the Contractor to do such repairs or relocation work at a reasonable price. The right is reserved to the City and the owners of utilities or their authorized agents to enter upon the Work area for the purpose of making such changes as are necessary for the rearrangement of their facilities or for making necessary connections or repairs to their properties. The Contractor shall cooperate with forces engaged in such work and shall conduct its operations in such a manner as to avoid any unnecessary delay or hindrance to the work being performed by such forces and shall allow the respective utilities time to relocate their facility. 5. When the Contract Documents indicate that a utility is to be relocated, altered or constructed by others, the City will conduct all negotiations with the utility company and the work will be done at no cost to the Contractor, unless otherwise stipulated in the Contract Documents. Packet Page. 775 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -61- 00 72 00 – GENERAL CONDITIONS 6. Temporary or permanent relocation or alteration of utilities desired by the Contractor for its own convenience shall be the Contractor’s responsibility and it shall make arrangements and bear all costs for such work. D. Construction at Existing Utilities 1. Where the Work to be performed crosses or otherwise interferes with water, sewer, gas, or oil pipelines; buried cable; or other public or private utilities, the Contractor shall perform construction in such a manner so that no damage will result to either public or private utilities. It shall be the responsibility of the Contractor to determine the actual locations of, and make accommodates to maintain, all utilities. 2. Before any utility is taken out of service, permission shall be obtained by the Contractor from the owner. The owner, any impacted resident or business owner and the City Representative will be advised of the nature and duration of the utility outage as well as the Contractor’s plan for providing temporary utilities if required by the owner. The Contractor shall be liable for all damage which may result from its failure to maintain utilities during the progress of the Work, and the Contractor shall indemnify City as required by the Contract Documents from all claims arising out of or connected with damage to utilities encountered during construction; damages resulting from disruption of service; and injury to persons or damage to property resulting from the negligent, accidental, or intentional breaching of utilities. 3. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this work, shall be included in Contractor’s bid and distributed in the schedule of pay Items. No additional compensation shall be made to the Contractor for this work. 7.4 Trenches A. Trenches Five Feet or More in Depth. 1. Contractor shall submit to the Engineer at the preconstruction meeting, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from hazards of caving ground during the excavation of any trench or trenches five feet or more in depth. If such plan varies from shoring system standards established by the Construction Safety Orders of the California Code of Regulations, Department of Industrial Relations, the plan shall be prepared by a California registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations. The Contractor shall designate in writing the “competent person” as defined in Title 8, California Code of Regulations, who shall be present at the Work Site each day that trenching/excavation is in progress. The “competent person” shall prepare and provide daily trenching/excavation inspection reports to the Engineer. Contractor shall also submit a copy of its annual California Occupational Safety and Health Administration (Cal/OSHA) trench/excavation permit. B. Excavations Deeper than Four Feet. Packet Page. 776 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -62- 00 72 00 – GENERAL CONDITIONS 1. If the Work involves excavating trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly within three (3) Days, and before the excavation is further disturbed, notify the City in writing of any of the following conditions: a. Material that the Contractor believes may be material that is hazardous waste, as defined in section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. b. Subsurface or latent physical conditions at the site differing from those indicated. c. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. 2. The City shall promptly investigate the conditions, and if it finds that the conditions do so materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a Change Order under the procedures described in Article 9.1 Change Orders and Time Extensions. 3. In the event that a dispute arises between the City and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the parties. ARTICLE 8 -PROSECUTION OF THE WORK 8.1 Contractor’s Means and Methods. A. Contractor is solely responsible for the means and methods utilized to perform the Work. In no case shall the Contractor’s means and methods deviate from commonly used industry standards. 8.2 Construction Schedule. A. General Requirements. The schedule shall be prepared in a Critical Path Method (“CPM”) format and in an electronic scheduling program acceptable to the City and as specified in the Contract Documents. Contractor shall deliver the schedule and all updates to the City in both paper and electronic form. The electronic versions shall be in the format and include all data used to prepare the schedule. Copies are not acceptable. B. Schedule. The receipt or approval of any schedules by the City shall not in any way relieve the Contractor of its obligations under the Contract Documents. The Packet Page. 777 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -63- 00 72 00 – GENERAL CONDITIONS Contractor is fully responsible to determine and provide for any and all staffing and resources at levels which allow for good quality and timely completion of the Project. Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the schedule shall not excuse the Contractor from performing all Work required for a completed Project within the specified Contract Time. If the required schedule is not received by the time the first payment under the Contract is due, Contractor shall not be paid until the schedule is received, reviewed and accepted by the City. C. Schedule Contents. The schedule shall allow enough time for inclement weather. The schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. The schedule shall include appropriate time allowances and constraints for submittals, items of interface with Work performed by others, and specified construction, start-up and performance tests. All float shall be owned by the Project. Schedules indicating early or late completion shall not modify or have any effect on the Contract Time, regardless of whether the schedules are reviewed and/or accepted by the City. For purposes of determining Liquidated Damages, the Contract Time shall control and may only be altered by a duly authorized Change Order. D. Schedule Updates. Contractor shall continuously update its construction schedule. Contractor shall submit an updated and accurate construction schedule to the City: (1) prior to the start of construction, if there are any changes to the initial schedule; (2) with each progress payment request; and (3) whenever requested to do so by the City. The City may withhold progress payments or other amounts due under the Contract Documents if Contractor fails to submit an updated and accurate construction schedule. Upon the City’s request, Contractor shall submit any schedules or updates to the City in the native electronic format of the software used to create the schedule. Contractor shall also submit schedules showing a two-week detailed look-ahead at weekly meetings conducted with the City. The two-week look- ahead schedule shall clearly identify all staffing and other resources which in the Contractor’s judgment are needed to complete the Work within the Contract Time, and it shall clearly state the number of staff to be used on each daily segment of the Work. E. Acceptance. Acceptance of the schedules by the City will not impose on responsibility for accuracy, for sequencing, scheduling, or progress of the Work, or compliance with the Contract Documents. Acceptance will not interfere with or relieve Contractor from Contractor’s full responsibility therefor. F. Recovery Schedule. 1. Should any of the following conditions exist, City may require Contractor to prepare, at no extra cost to City, a plan of action and a recovery schedule for completing the Work and achieving all contractual milestones within the allotted Contract Time: Packet Page. 778 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -64- 00 72 00 – GENERAL CONDITIONS a. The Contractor's monthly progress report indicates delays that are, in the opinion of City, of sufficient magnitude that City questions the Contractor's ability to complete the Work; b. The schedule shows the Contractor to be thirty (30) or more days behind the critical path at any time during construction; c. The Contractor desires to make changes in the logic or the planned duration of future activities of the schedule which, in the opinion of City, are major in nature. 2. The recovery schedule shall include proposed revisions to the Construction Schedule, demonstrating how Contractor intends to achieve all contractual milestones including Contract completion within the allotted Contract Time. The submittal shall include a narrative describing the actions planned by the Contractor to recover the schedule. 3. Contractor shall submit the Recovery Schedule within seven (7) Days of City’s request. If Contractor asserts that City is responsible for the delay, failure to submit the recovery schedule within seven (7) Days of City’s request, will be considered a concurrent delay event attributable to Contractor, and Contractor shall only be entitled to non-compensable adjustments to Contract Times. If Contractor is responsible for the delay, this provision will not limit or affect Contractor's liability and failure to submit the recovery schedule with seven (7) Days of City’s request may result in City withholding progress payments or other amounts due under the Contract Documents. 4. Contractor is responsible for all costs associated with the preparation and execution of the recovery schedule, including any necessary recovery actions, which may include, but are not limited to, assignment of additional labor, and/or equipment, shift or overtime work, expediting of submittals or deliveries, overlapping of activities or sequencing changes to increase activity concurrence. Regardless of whether City directs Contractor to prepare a recovery schedule pursuant to this Section, Contractor shall promptly undertake appropriate action at no additional cost to City to recover the schedule whenever the current construction schedule shows that the Contractor will not achieve a milestone and/or complete the Work within the allotted Contract Time. 8.3 Time for Completion and Liquidated Damages A. Time for Completion. The time for completion set forth in Article 2 of the Contract for Construction shall commence: (1) on the date stated in the Notice to Proceed, or (2) if the Notice to Proceed does not specify a commencement date, then on the date of the Notice to Proceed and shall be completed by Contractor in the time specified in the Contract Documents. The City is under no obligation to consider early completion of the Project; and the Contract completion date shall not be amended by the City’s receipt or acceptance of the Contractor’s proposed earlier completion date. Any difference in time between the Contractor’s early completion and the Contract Time shall be considered a part of the Project float. Contractor shall not be entitled to compensation, and the City will not compensate Contractor, Packet Page. 779 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -65- 00 72 00 – GENERAL CONDITIONS for delays which impact early completion. Contractor shall not, under any circumstances, receive additional compensation from the City (including but not limited to indirect, general, administrative or other forms of overhead costs) for the period between the time of earlier completion proposed by the Contractor and the Contract completion date. B. Liquidated Damages. If the Work is not completed within the Contract Time(s), it is understood that the City will suffer damage. In accordance with Government Code section 53069.85 and Public Contract Code section 7102, being impractical and infeasible to determine the amount of actual damage, it is agreed that Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract for each calendar day of delay until the Work is fully completed. Contractor and its surety shall be liable for any liquidated damages. Any money due or to become due the Contractor may be retained to cover liquidated damages. C. Inclement Weather. Contractor shall abide by the Engineer’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the critical path of the Project schedule. Contractor shall not be entitled to reverse liquidated damages for time extensions resulting from inclement weather. D. Extension of Time. Contractor’s entitlement to an extension of the Contract Time is limited to a City-caused extension of the critical path, reduced by the Contractor’s concurrent delays, and established by a proper time impact analysis. Contractor shall not be charged liquidated damages because of any delays in completion of the Work due to unforeseeable causes beyond the control and without the fault or negligence of Contractor (or its Subcontractors or Suppliers). The City shall ascertain the facts and extent of delay and grant extension of time for completing the Work when, in its judgment, the facts justify such an extension. Contractor shall not be entitled to an adjustment in the Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. E. Reverse Liquidated Damages. Consistent with Public Contract Code Section 7102, Contractor will be compensated for damages incurred due to unreasonable delays to the critical path for which the City is responsible. The parties agree that determining Contractor’s exact delay damages are and will continue to be impracticable and extremely difficult. As such, for each calendar day in excess of the time for completion set forth in Article 2 of the Contract for Construction, the City shall pay to the Contractor the sum stipulated in the Contract per day. Such amount shall constitute the only payment allowed for any City-caused delays and shall necessarily include all overhead, all profits, all administrative costs, all bond costs, all labor, materials, equipment and rental costs and any other costs, expenses and fees incurred or sustained as a result of such delays. Contractor shall not be entitled to reverse liquidated damages for any change in the Work in which Contractor is compensated for overhead and profit through a change in Unit Price Work or a Change Order resulting in a lump sum or allowed mark-up for the additional Work. The amount of reverse liquidated damages shall be reduced by Contractor’s concurrent delays. Packet Page. 780 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -66- 00 72 00 – GENERAL CONDITIONS F. Force Majeure. In accordance with subparagraphs “D” and “E” above, the Contractor shall not be charged liquidated damages, and the City shall not be responsible, for any delays resulting from a Force Majeure Event. If a delay to the critical path results from a Force Majeure Event, the Contractor will be entitled to a time extension but will not receive an adjustment to the Contract Price or any other compensation. Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays. G. No Damages for Reasonable Delay. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the City be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable City delay shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages. H. Procedure for Time Extensions and Delay Damages. Contractor shall not be entitled to any extension of time or any reverse liquidated damages unless Contractor properly notices the delay and adjustment to compensation and requests a Change Order in accordance with Article 9.1 Change Orders and Time Extensions. Contractor’s failure to timely and fully comply with the Change Order procedures in the Contract Documents shall constitute a waiver of Contractor’s right to a time extension or reverse liquidated damages. 8.4 Contractor’s Responsibility for Work. A. Until the acceptance of the Work by the Engineer as evidenced in writing, it shall be under the charge and care of the Contractor. The Contractor shall take every necessary precaution against injury or damage to any part thereof by the action of the elements or from any cause whether arising from the execution or non-execution of the Work. The Contractor shall rebuild, repair, restore and make good at its own expense all injuries or damages to any portion of the Work before its completion and acceptance. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City will pay for repair or restoration to damaged Work in excess of 5% of the total Bid. 8.5 Occupancy. A. The City reserves the right to occupy or utilize any portion of the Work at any time before completion, and such occupancy or use shall not constitute acceptance of any part of Work covered by this Contract. This use shall not relieve the Contractor of its responsibilities under the Contract. 8.6 Securities for Money Withheld A. Pursuant to section 22300 of the Public Contract Code of the State of California, Contractor may request the City to make retention payments directly to an escrow agent or may substitute securities for any money withheld by the City to ensure performance under the contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City or with Packet Page. 781 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -67- 00 72 00 – GENERAL CONDITIONS a state or federally chartered bank as the escrow agent who shall return such securities to Contractor upon satisfactory completion of the contract. Deposit of securities with an escrow agent shall be subject to a written agreement substantially in the form provided in section 22300 of the Public Contract Code. 8.7 The City’s Right to Suspend/Terminate the Contract A. Suspension of Work by the City 1. The City may, at its sole option, decide to suspend at any time the performance of all or any portion of the Work by notice in writing to Contractor. Such notice of suspension of Work will designate the amount and type of plant, labor, and equipment to be committed to the Project during the period of suspension. Contractor shall use its best efforts to utilize its plant, labor, and equipment in such a manner as to minimize costs associated with suspension. 2. Upon receipt of any such notice, Contractor shall, unless the notice requires otherwise: a. Immediately discontinue Work on the date and to the extent specified in the notice; b. Place no further orders or subcontracts for material, services, or facilities with respect to suspended Work other than to the extent required in the notice; c. Promptly make every reasonable effort to obtain suspension upon terms satisfactory to the City’s Representative of all orders, subcontracts, and rental agreements to the extent they relate to performance of Work suspended; and d. Continue to protect and maintain the Work including those portions on which Work has been suspended. 3. Except as provided by this Article, as full and complete compensation for such suspension, Contractor shall be granted an adjustment in the Contract Price based on a negotiated daily rate that reflects the Contractor’s actual costs associated with the demobilized condition of the Site and an extension of the Contract Times equal to the number of days performance of Work is suspended; provided, however, that no adjustment of Contract Price or extension of Contract Times shall be granted if the suspension results from Contractor's non-compliance with the requirements of the Contract. B. Termination for Cause by the City: 1. In the sole estimation of the City, if the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will insure its completion within the time specified by the Contract Documents, or any extension thereof, or fails to complete such Work within such time, or if the Contractor should be adjudged a bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or Packet Page. 782 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -68- 00 72 00 – GENERAL CONDITIONS the Contractor or any of its subcontractors should violate any of the provisions of this Contract, the City may serve written notice upon the Contractor and its surety of the City's intention to terminate this Contract. This notice of intent to terminate shall contain the reasons for such intention to terminate this Contract, and a statement to the effect that the Contractor's right to perform this Contract shall cease and terminate upon the expiration of ten (10) Days unless such violations have ceased and arrangements satisfactory to the City have been made for correction of said violations. 2. After expiration of the ten (10) Day period, the City may terminate the Contract by providing a Notice of Termination to the Contractor. The City may take over and complete the Work by any method it may deem appropriate, including enforcement of the Project performance bond. Contractor and its surety shall be liable to the City for any excess costs or other damages incurred by the City to complete the Work. If the City takes over the Work, the City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to the Contractor as may be on the Site. 3. Upon termination, Contractor shall not be entitled to receive any further payment from the City, except for Work which was duly performed prior to the effective date of the Notice of Termination. Contractor shall submit an invoice for final payment within thirty (30) Days of the effective date of the Notice of Termination. The City may withhold from final payment up to 150% of any disputed amounts, including any amounts which may be necessary to repair defective Work, complete unfinished Work, or are otherwise occasioned by Contractor’s failure to perform its duties under the Contract. C. Termination for Convenience by the City: 1. The City may terminate performance of the Work called for by the Contract Documents in whole or, from time to time, in part, upon ten (10) Days written notice if the City determines that a termination is in the City's interest. 2. The Contractor shall terminate all or any part of the Work upon delivery to the Contractor of a Notice of Termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination. 3. After receipt of Notice of Termination, and except as directed by the City's Representative, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this termination for convenience clause, immediately proceed with the following obligations: a. Stop Work as specified in the Notice. b. Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents. c. Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Packet Page. 783 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -69- 00 72 00 – GENERAL CONDITIONS Document is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety. d. Terminate all subcontracts to the extent that they relate to the portions of the Work terminated. e. Place no further subcontracts or orders, except as necessary to complete the continued portion of the Contract. f. Submit to the City's Representative, within ten (10) Days from the effective date of the Notice of Termination, all of the usual documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the effective date of the Notice of Termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the City's exercise of its right to terminate this Contract pursuant to this clause, which costs the contractor is authorized under the Contract documents to incur, shall: (1) be submitted to and received by the Engineer no later than 30 Days after the effective date of the Notice of Termination; (2) describe the costs incurred with particularity; and (3) be conspicuously identified as “Termination Costs occasioned by the City's Termination for Convenience.” If the City rejects any costs, Contractor shall be deemed to waive the rejected costs unless Contractor files a Claim within thirty (30) Days of the rejection pursuant to Article 9.2. g. Contractor shall be entitled to receive only the amounts payable under this Article, and Contractor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The provisions in this Article are in addition to and not in limitation of any other rights or remedies available to the City. 4. Termination of the Contract shall not relieve surety of its obligation for any just claims arising out of or relating to the Work performed. 5. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, the City may immediately order Contractor to cease Work on the Project until such safety or liability issues are addressed to the satisfaction of the City or the Contract is terminated. 6. If the City terminates Contractor for cause, and if it is later determined that the termination was wrongful, such default termination shall automatically be converted to and treated as a termination for convenience. In such event, Contractor shall be entitled to receive only the amounts payable under this section, and Contractor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. Packet Page. 784 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -70- 00 72 00 – GENERAL CONDITIONS 8.8 Completion and Acceptance of Work A. Final Inspection. Upon written notice from Contractor that the entire Work is complete, the Engineer will promptly make a final inspection with the City and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. Final Acceptance. The acceptance of the Work on behalf of the City will be made by the Engineer. Such acceptance by the City shall not constitute a waiver of defects. After Contractor has, in the opinion of the Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, Record Documents, and other documents required by the Contract Documents, the City shall execute a Notice of Completion, constituting final acceptance and completion of the Project, except as may be expressly noted. 8.9 Warranty and Guaranty of Work. A. Contractor hereby warrants that materials and Work shall be completed in conformance with the Contract Documents and that the materials and Work provided will fulfill the requirements of this Warranty. Contractor hereby agrees to repair or replace, at the discretion of the City, any or all Work that may prove to be defective in its workmanship, materials furnished, methods of installation or fail to conform to the Contract Document requirements together with any other Work which may be damaged or displaced by such defect(s) within a period of one (1) year (or as otherwise indicated in the Contract Documents or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) from the date of the Notice of Completion of the Project without any expense whatever to the City, ordinary wear and tear and unusual abuse and neglect excepted. Contractor shall be required to promptly repair or replace defective equipment or materials, at Contractor’s option. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. B. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected Work. The reinstatement of the one (1) year warranty shall apply only to that portion of work that was corrected. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. In the event of Contractor’s failure to comply with the above-mentioned conditions within ten (10) Days after being notified in writing of required repairs, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole Packet Page. 785 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -71- 00 72 00 – GENERAL CONDITIONS expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder immediately upon demand. C. In addition to the warranty set forth in this Article, Contractor shall obtain for the City all warranties that would be given in normal commercial practice and assign to the City any and all manufacturer’s or installer’s warranties for equipment or materials not manufactured by Contractor and provided as part of the Work, to the extent that such third-party warranties are assignable and extend beyond the warranty period set forth in this Article. Contractor shall furnish the City with all warranty and guarantee documents prior to final acceptance of the Project by the City as required. D. When specifically indicated in the Contract Documents or when directed by the Engineer, the City may furnish materials or products to the Contractor for installation. In the event any act or failure to act by Contractor shall cause a warranty applicable to any materials or products purchased by the City for installation by the Contractor to be voided or reduced, Contractor shall indemnify the City from and against any cost, expense, or other liability arising therefrom, and shall be responsible to the City for the cost of any repairs, replacement or other costs that would have been covered by the warranty but for such act or failure to act by Contractor. E. The Contractor shall remedy at its expense any damage to City-owned or controlled real or personal property. F. The City shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. The Contractor shall within ten (10) Days after being notified commence and perform with due diligence all necessary Work. If the Contractor fails to promptly remedy any defect or damage, the City shall have the right to replace, repair or otherwise remedy the defect, or damage at the Contractor’s expense. G. In the event of any emergency constituting an immediate hazard to health, safety, property, or licensees, when caused by Work of the Contractor not in accordance with the Contract requirements, the City may undertake at Contractor’s expense, and without prior notice, all Work necessary to correct such condition. H. Acceptance of Defective Work. 1. If, instead of requiring correction or removal and replacement of defective Work, the City prefers to accept it, the City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to the City’s evaluation of and determination to accept such defective Work and for the diminished value of the Work. If any acceptance of Defective Work occurs prior to release of the Project retention, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and the City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work and all costs incurred by the City. If the acceptance of defective occurs after release of the Project retention, an appropriate amount will be paid by Contractor to the City. Packet Page. 786 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -72- 00 72 00 – GENERAL CONDITIONS I. The City May Correct Defective Work 1. If Contractor fails within a reasonable time after written notice from the City to correct Defective Work, or to remove and replace rejected Work as required by the City, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, the City may, after seven (7) Days written notice to Contractor, correct, or remedy any such deficiency. 2. In connection with such corrective or remedial action, the City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take possession of Contractor’s tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which the City has paid Contractor but which are stored elsewhere. Contractor shall allow the City, and the agents, employees, other contractors, and consultants of each of them, access to the Site to enable the City to exercise the rights and remedies to correct the Defective Work. 3. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by the City correcting the Defective Work will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and the City shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of defective Work. 4. If the Change Order is executed after all payments under the Contract have been paid by the City and the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to the City. If the Change Order is executed after release of the Project retention, an appropriate amount will be paid by Contractor to the City. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the City correcting Defective Work. J. Nothing in the warranty or in the Contract Documents shall be construed to limit the rights and remedies available to the City at law or in equity, including, but not limited to, Code of Civil Procedure section 337.15. ARTICLE 9 -CHANGE ORDERS; DISPUTE RESOLUTION 9.1 Change Orders and Time Extensions All changes to the Contract, including compensation increases and time extensions, shall be through a written Change Order in accordance with this Article. The City, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or other revisions, and Packet Page. 787 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -73- 00 72 00 – GENERAL CONDITIONS Contractor’s compensation and the time for completion shall be adjusted accordingly. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms, conditions, and provisions of the original Contract. Contractor shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done. No dispute, disagreement, or failure of the parties to reach agreement on the terms of the Change Order shall relieve the Contractor from the obligation to proceed with performance of the Work, including Additional Work, promptly and expeditiously. Any alterations, extensions of time, Additional Work, or any other changes may be made without securing consent of the Contractor’s surety or sureties. A. Change in Contract Procedures 1. City Directive. The City may direct changes in the Work by delivering a written directive. To the extent the work directive results in a change to compensation or time, Contractor must timely request a Change Order and comply with all Change Order procedures in accordance with this Article. Notwithstanding issuance of a work directive, Contractor’s failure to timely request a Change Order shall constitute a waiver by Contractor of any adjustment to compensation or time extension for Work performed under the directive. The City shall not be liable to Contractor for Work performed or omitted by Contractor in reliance on verbal orders. 2. Contractor’s Notice of Change/Delay. If Contractor intends to initiate a Change Order Request, then Contractor shall provide the City with written notice of the underlying facts and circumstances that gave rise to the proposed change within the following times: a. If due to unknown subsurface or latent physical conditions, within three (3) days from the discovery date or prior to the alterations of the conditions, whichever is earlier. b. If due to a Force Majeure Event, as soon as reasonably practicable under the conditions, which shall be no longer than three (3) days from the date the Contractor discovers that the Force Majeure Event gives rise to a change, unless that the conditions are such that notice within three (3) days is not possible or practicable. c. If due to any other matter that may involve an adjustment to the Contract Time or the Contract Price, within seven (7) days from the discovery date. To be considered valid and complete, the notice of change/delay shall include a general statement of the circumstances giving rise to the notice of change/delay and a reasonable order of magnitude estimate of the additional costs and/or time. If the circumstances give rise to both a cost adjustment and time extension, Contractor shall submit the notice of change and notice of delay concurrently. 3. Request for Change in Compensation and/or Extension of Time. Contractor shall submit a Change Order Request for any adjustment to Contractor’s compensation Packet Page. 788 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -74- 00 72 00 – GENERAL CONDITIONS and/or any extension of time. The Change Order Request shall be made prior to incurring any expense and within fourteen (14) Days from either Contractor’s notice of change/delay or the City’s directive ordering the change. The Change Order Request shall include all of the following information (unless inapplicable to the change): a. A detailed description of the circumstances giving rise to the request; b. A complete itemized cost proposal, including itemized pricing for first tier Subcontractors; c. Supporting documentation for all costs; d. A time impact analysis showing the impact of the delay to the critical path to completion; e. If any added costs or information cannot be determined at the time of the Change Order Request, the reason the costs or information cannot be determined at the time; and f. Certification to the accuracy of the Change Order Request under penalty of perjury. The time impact analysis shall be in the critical path method format and shall show the sequencing of all critical and non-critical new activities and/or activity revisions affected by the delay, with logic ties to all affected existing activities noted on the schedule. The City may demand, and Contractor shall provide, any additional information supporting the Change Order Request, including but not limited to native electronic format version of schedules and time impact analyses. Contractor shall provide the requested additional information within five (5) Days of the request. For any costs or information that cannot be determined at the time Contractor submits the Change Order Request, Contractor shall submit to the City notice of the costs or information and all supporting documentation within five (5) Days of when the costs or other information become subject to determination. 4. City’s Final Decision on Change Order; Ordered Changes. If the City denies the Change Order Request or disagrees with the proposal submitted by Contractor, it will notify the Contractor, and the City will provide its opinion of the appropriate price and/or time extension. If no agreement can be reached, the City shall have the right to order the Work performed on a time and materials basis or to issue a unilateral Change Order setting forth the City’s determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. The City shall also have the right to order changes in the Work to be performed promptly by the Contractor on a time and materials basis or to issue a unilateral Change Order setting forth the City’s determination of the reasonable additions or Packet Page. 789 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -75- 00 72 00 – GENERAL CONDITIONS savings in costs and time attributable to the extra or deleted work. The City’s determination shall become final and binding if the Contractor fails to submit a Claim in writing to the City within fourteen (14) Days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order and providing such supporting documentation for its position as the City may reasonably require. 5. Contractor’s Waiver of Further Relief. CONTRACTOR’S FAILURE TO PROVIDE A COMPLETE AND TIMELY NOTICE OF CHANGE/DELAY AND/OR CHANGE ORDER REQUEST, OR TO COMPLY WITH ANY OTHER REQUIREMENT OF THIS ARTICLE, SHALL CONSTITUTE A WAIVER BY CONTRACTOR OF THE RIGHT TO A CONTRACT ADJUSTMENT ON ACCOUNT OF SUCH CIRCUMSTANCES AND A WAIVER OF ANY RIGHT TO FURTHER RECOURSE OR RECOVERY BY REASON OF OR RELATED TO SUCH CHANGE BY MEANS OF THE CLAIMS DISPUTE RESOLUTION PROCESS OR BY ANY OTHER LEGAL PROCESS OTHERWISE PROVIDED FOR UNDER APPLICABLE LAWS. Contractor recognizes and acknowledges that timely submission of a formal written notice of change/delay and Change Order Request, whether or not the circumstances of the change may be known to the City or available to the City through other means, is not a mere formality but is of crucial importance to the ability of the City to promptly identify, prioritize, evaluate and mitigate the potential effects of changes. Any form of informal notice, whether verbal or written (including, without limitation, statements in requests for information, statements in Submittals, statements at any job meeting or entries on monthly reports, daily logs or job meeting minutes), that does not strictly comply with the formal requirements of this Article, shall accordingly be insufficient. 6. Change Order Format a. A Change Order signed by the Contractor indicates the Contractor's agreement therewith, including any adjustment in compensation or extension of time, and the full and final settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order. b. The City may designate the forms to be used for notices, requests, and Change Orders. If so designated, Contractor may only use such forms. Contractor shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the Change Order. No Claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. The Contractor may not change or modify the City’s Change Order form in an attempt to reserve additional rights. B. Determining Adjustments to Compensation. 1. Limitation on Costs. Contractor shall not be entitled to any compensation for Work subject to a Change Order except as expressly set forth in this Article. The mark- Packet Page. 790 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -76- 00 72 00 – GENERAL CONDITIONS up added in instances of Additional Work shall constitute the entire amount of profit, any mark-ups, any field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such Work. 2. Unit Price Change Orders. When the actual quantity of a Unit Price Work item varies from the Bid Schedule, compensation for the change in quantity will be calculated by multiplying the actual quantity by the unit price. This calculation may result in either an additive or deductive Change Order. Bid items included on the Bid Schedule may be deducted from the Work in their entirety without any negotiated extra costs. Because Unit Price Work includes overhead and profit as determined by Contractor at the time of its Bid submission, no mark up or deduction for overhead and profit will be allowed. 3. Lump Sum Change Orders. Whenever possible, any changes affecting compensation shall be in a lump sum mutually agreed by the Contractor and the City. 4. Time and Materials Change Orders. The City may direct the Contractor to proceed with the Additional Work with payment to be made on the basis of actual cost of the labor and materials required to complete the Additional Work. If the Project is federally funded, a time and materials Change Order shall only be issued after a determination that no other Change Order is suitable and the Change Order shall include a ceiling price that the Contractor exceeds at its own risk. 5. Federally Funded Projects. For any change in price to the Contract, general and administrative expenses shall be negotiated and must conform to the cost principles set forth under at 2 C.F.R. Part 200, subpart E, and profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the Additional Work to be performed, the risk borne by the Contractor, the Contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. 6. Allowed Costs. Estimates for lump sum quotations and accounting for time-and- material work shall be limited to direct expenditures necessitated specifically by the change and shall be segregated as follows: a. Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the Additional Work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from federal, state or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the Additional Work cost will not be permitted unless the Contractor establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. Packet Page. 791 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -77- 00 72 00 – GENERAL CONDITIONS b. Materials. The cost of materials reported shall be at the lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight and delivery. Materials costs shall be based upon supplier or manufacturer’s invoice. c. Tool and Equipment Use. Regardless of ownership, the rates to be used in determining equipment use shall not exceed listed rates prevailing locally at equipment rental agencies, or distributors, at the time the work is performed. The Contractor shall furnish cost data supporting the establishment of the rental rate. The rental rate to be applied for use of each items of equipment shall be the rate resulting in the least total cost to the City for the total period of use. The City shall the make the final determination as to an equitable rental rate for the equipment. No payment will be made for the use of small tools, which have a replacement value of $1,000 or less. (i) The rental time to be paid for equipment shall be the time the equipment is in productive operation on the Additional Work being performed. Rental time will not be allowed while equipment is inoperative due to breakdowns. (ii) All equipment shall, in the opinion of the City, be in good working condition and suitable for the purpose for which the equipment is to be used. Equipment with no direct power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer. (iii) Before construction equipment is used on any Additional Work, the Contractor shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the City, in duplicate, a description of the equipment and its identifying number. (iv) When hourly rates are listed, any part of an hour less than 30 minutes of operation shall be considered to be 1/2-hour of operation, and any part of an hour greater than 30 minutes will be considered one hour of operation. When daily rates are listed, any part of a day less than 4 hours operation shall be considered to be 1/2-day of operation. d. Allowed Mark-up. The allowed mark-up for any and all overhead (including supervision and home and field office costs) and profit on work added to the Contract shall be determined in accordance with the following provisions: (i) “Net Cost” is defined as the actual costs of labor, materials and tools and equipment only, excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and Subcontractors at cost only, without mark-up. Contractor shall provide the City with documentation of the costs, including but not limited to payroll records, invoices, and such other information as the City may reasonably request. (ii) For Work performed by the Contractor’s forces the allowed mark-up shall not exceed fifteen (15%) percent of labor costs, ten percent (10%) Packet Page. 792 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -78- 00 72 00 – GENERAL CONDITIONS of material costs, and ten percent (10%) of the cost of tools and equipment use. (iii) For Work performed by a Subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Subcontractor’s Net Cost of the Work to which the Contractor may add up to five percent (5%) of the Subcontractor’s Net Cost. (iv) For Work performed by a sub-subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub- subcontractor’s Net Cost for Work to which the Subcontractor and Contractor may each add up to an additional five percent (5%) of the Net Cost of the lower tier subcontractor. (v) No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by the City exceed twenty-five percent (25%) of the Net Cost as defined herein, of the party that performs the Work. (vi) Calculation of the mark-up will be subject to the limitations above and to calculation as further detailed in (b)(B)(5) above. e. Documentation of Time-and-Material Costs. (i) T&M Daily Sheets. Contractor must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to the City’s for an approval signature each day that Work is performed on a time-and-material basis. The Engineer’s signature on time sheets only serves as verification that the Work was performed and is not indicative of the City’s agreement to Contractor’s entitlement to the cost. (ii) T&M Summary Sheet. Contractor shall submit a T&M Summary Sheet, which shall include total actual costs, within five (5) Days following completion of Additional Work on a time-and-material basis. Contractor’s total actual cost shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and any other costs, along with documentation supporting the costs. Contractor’s failure to submit the T&M Summary Sheet within five (5) Days of completion of the Additional Work will result in Contractor’s waiver for any reimbursement of any costs associated with the Additional Work. f. Excluded Costs. The following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by the Contractor’s mark-up, shall not be allowed costs and shall not be included in any lump sum proposals or time-and-materials invoices: (i) Overhead Cost. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing Packet Page. 793 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -79- 00 72 00 – GENERAL CONDITIONS and contracting agents, timekeepers, clerks, and other personnel employed by Contractor whether at the Site or in Contractor’s principal office or any branch office, material yard, or shop for general administration of the Work; (ii) Office Expenses. Expenses of Contractor’s principal and branch offices; (iii) Capital Expenses. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Additional Work and charges against Contractor for delinquent payments; (iv) Negligence. Costs due to the negligence of Contractor or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; (v) Small Tools. Cost of small tools valued at less than $1,000 and that remain the property of Contractor; (vi) Administrative Costs. Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims; (vii) Anticipated Lost Profits. Expenses of Contractor associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention; (viii) Home Office Overhead. Costs derived from the computation of a “home office overhead” rate by application of the Eichleay, Allegheny, burden fluctuation, or other similar methods; (ix) Special Consultants and Attorneys. Costs of special consultants or attorneys, whether or not in the direct employ of Contractor, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the Additional Work. (x) Other. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents; including but not limited to: submittals, drawings, field drawings, shop drawings, including submissions of drawings; field inspection; general superintendence; computer services; reproduction services; salaries of project engineer, superintendent, timekeeper, storekeeper, and secretaries; janitorial services; small tools, incidentals and consumables; temporary on-site facilities (offices, telephones, high speed internet access, plumbing, electrical power, lighting; platforms, fencing, water); surveying; estimating; protection of work; handling and Packet Page. 794 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -80- 00 72 00 – GENERAL CONDITIONS disposal fees; final cleanup; other incidental work; related warranties; insurance and bond premiums. (xi) Compliance with Federal Cost Principles. If the Project is federally funded, any costs that are not allowable, reasonable and allocable to the Project, under generally accepted accounting principles and the applicable federal requirements. 9.2 Procedure for Resolving Claims. Contractor shall timely comply with any and all requirement of the Contract Documents pertaining to notices and requests for changes to the Contract Time or Contract Price, including but not limited to all requirements of Article 9.1, as a prerequisite to filing any claim governed by this Article. The failure to timely submit a notice of delay or notice of change, or to timely request a change to the time for completion or Contractor’s compensation, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the claim under the Contract or at law. A. Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with all applicable law, including but not limited to these statutes. B. Claims. For purposes of this Article, “Claim” means a separate demand by the Contractor for: 1. An adjustment to the time for completion including, without limitation, for relief from damages or penalties for delay assessed by the City; 2. Payment by the City of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled; or 3. An amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a Change Order, or otherwise failed to follow any procedures contained in the Contract Documents. C. Filing Claims. Claims governed by this Article may not be filed unless and until the Contractor completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to the Contract Time or Contract Price, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Article must be filed no later than thirty (30) Days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include Packet Page. 795 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -81- 00 72 00 – GENERAL CONDITIONS on its first page the following words in 16 point capital font: “THIS IS A CLAIM.” The Claim shall include the all information and documents necessary to substantiate the Claim, including but not limited to those identified below. Nothing in this Article is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon. D. Documentation. The Contractor shall submit all Claims in the following format: 1. Summary description of Claim including basis of entitlement, merit and amount of time or money requested, with specific reference to the Contract Document provisions pursuant to which the Claim is made 2. List of documents relating to Claim: a. Specifications b. Drawings c. Clarifications (Requests for Information) d. Schedules e. Other 3. Chronology of events and correspondence 4. Narrative analysis of Claim merit 5. Analysis of Claim cost, including calculations and supporting documents 6. Time impact analysis in the form required by the Contract Documents or, if the Contract Documents do not require a particular format, CPM format, if an adjustment of the Contract Time is requested E. City’s Response. Upon receipt of a Claim pursuant to this Article, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 Days, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 Days after the City issues its written statement. 1. If the City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City’s governing body does not meet within the 45 Days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three (3) Days following the next duly publicly noticed meeting of the City’s governing body after the 45-Day period, or extension, expires to provide the Packet Page. 796 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -82- 00 72 00 – GENERAL CONDITIONS Contractor a written statement identifying the disputed portion and the undisputed portion. 2. Within 30 Days of receipt of a Claim, the City may request in writing additional documentation supporting the Claim or relating to defenses or Claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the City and the Contractor. The City’s written response to the Claim, as further documented, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. F. Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 Days of receipt of the City’s response or within 15 Days of the City’s failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 Days for settlement of the dispute. G. Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after the City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The public entity and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time. 1. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. 2. For purposes of this Article, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Article. 3. Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. Packet Page. 797 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -83- 00 72 00 – GENERAL CONDITIONS 4. The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed. H. Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference. I. Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less: 1. Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 Days by both parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court. 2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party. J. Government Code Claim Procedures. 1. This Article does not apply to tort claims and nothing in this Article is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. 2. In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, Contract Price, or Packet Page. 798 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -84- 00 72 00 – GENERAL CONDITIONS compensation or payment for Additional Work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Section 900, et seq. prior to filing any lawsuit against the City. 3. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time or Contract Price for Additional Work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If Contractor does not comply with the Government Code claim procedure or the prerequisite contractual requirements, Contractor may not file any action against the City. 4. A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to Contractor or that should reasonably by known to Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted. K. Non-Waiver. The City’s failure to respond to a Claim from the Contractor within the time periods described in this Article or to otherwise meet the time requirements of this Article shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Article. ARTICLE 10 - MEASUREMENT; PAYMENT 10.1 Cost Breakdown. A. Lump Sum Work. 1. Contractor shall furnish on forms approved by the City within ten (10) Days of the Notice to Proceed, a schedule of values allocating the entire Contract Price to the various portions of the Work and prepared in such a form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule of values, unless objected to by the Engineer, shall be used as a basis for reviewing the Contractor’s applications for payment. Contractor shall submit the schedule of values prior to submitting its first application for payment, and the City will not issue any payment until it receives and approves the schedule of values. B. Unit Price Work. 1. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work multiplied by the estimated quantity of each item as indicated in the Contract. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and or profit for each separately identified item. Packet Page. 799 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -85- 00 72 00 – GENERAL CONDITIONS 2. Unless otherwise specified, payment will be based on the actual quantities of Work as verified and approved by the Engineer, based on the price per unit as set forth in the Bid. 3. The City or Contractor may initiate a Change Order or Change Order Request to adjust the Contract Price in accordance with Contractor Documents based on actual quantities of Unit Price Work. The City or Contractor may make a claim for an adjustment in the Unit Price in accordance with the Contract Documents if: a. the quantity of any item of Unit Price Work performed by Contractor differs by twenty-five percent (25%) or more from the estimated quantity of such item indicated in the Contract; and b. there is no corresponding adjustment with respect to any other item of Work; and c. Contractor believes that Contractor is entitled to an increase in unit price as a result of having incurred additional expense or the City believes that the City is entitled to a decrease in unit price and the parties are unable to agree as to the amount of any such increase or decrease. 10.2 Progress Estimates and Payment. A. By the tenth (10th) Day of the following calendar month, Contractor shall submit to Engineer a payment request which shall set forth in detail the value of the Work done for the period beginning with the date Work was first commenced and ending on the end of the calendar month for which the payment request is prepared. Contractor shall include an adjusted list of actual quantities, verified by the Engineer, for unit price items listed, if any, in the Bid. Contractor shall include any amount earned for authorized Additional Work. Contractor shall certify under penalty of perjury, that all cost breakdowns and periodic estimates accurately reflect the Work on the Project. B. From the total thus computed, a deduction shall be made in the amount of five percent (5%) for retention, except where the City has adopted a finding that the Work done under the Contract is substantially complex, and then the amount withheld as retention shall be the percentage specified in the Notice Inviting Bids. From the remainder a further deduction may be made in accordance with Section C below. The amount computed, less the amount withheld for retention and any amounts withheld as set forth below, shall be the amount of the Contractor’s payment request. C. The City may withhold a sufficient amount or amounts of any payment or payments otherwise due to Contractor, as in its judgment may be necessary to cover: 1. Payments which may be past due and payable for just claims against Contractor or any Subcontractors for labor or materials furnished in and about the performance of work on the Project under this Contract. 2. Defective work not remedied. 3. Failure of Contractor to make proper payments to his Subcontractor or for material or labor. Packet Page. 800 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -86- 00 72 00 – GENERAL CONDITIONS 4. Completion of the Contract if there is a reasonable doubt that the Work can be completed for balance then unpaid. 5. Damage to another contractor or a third party. 6. Amounts which may be due the Count for claims against Contractor. 7. Failure of Contractor to keep the Record Drawings up to date. 8. Failure to provide update on construction schedule as required herein. 9. Site cleanup. 10. Failure to comply with Contract Documents. 11. Liquidated damages. 12. Legally permitted penalties. D. The City may apply such withheld amount or amounts to payment of such claims or obligations at its discretion with the exception of subsections (C)(1), (3), and (5) of this Article, which must be retained or applied in accordance with applicable law. In so doing, the City shall be deemed the agent of Contractor and any payment so made by the City shall be considered as a payment made under contract by the City to Contractor and the City shall not be liable to Contractor for such payments made in good faith. Such payments may be made without prior judicial determination of claim or obligations. The City will render Contractor a proper accounting of such funds disbursed on behalf of Contractor. E. Upon receipt, the Engineer shall review the payment request to determine whether it is undisputed and suitable for payment. If the payment request is determined to be unsuitable for payment, it shall be returned to Contractor as soon as practicable but not later than seven (7) Days after receipt, accompanied by a document setting forth in writing the reasons why the payment request is not proper. The City shall make the progress payment within 30 Days after the receipt of an undisputed and properly submitted payment request from Contractor, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code section 8132. The number of days available to the City to make a payment without incurring interest pursuant to this paragraph shall be reduced by the number of Days by which the Engineer exceeds the seven (7) Day requirement. F. A payment request shall be considered properly executed if funds are available for payment of the payment request and payment is not delayed due to an audit inquiry by the financial officer of the City. G. The City shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment. Packet Page. 801 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -87- 00 72 00 – GENERAL CONDITIONS 10.3 Final Acceptance and Payment A. Following the City’s acceptance of the Work, the Contractor shall submit to the City a written statement of the final quantities of unit price items for inclusion in the final payment request. The City shall have the right to adjust any estimate of quantity and to correct any error made in any estimate for payment. B. When the Work has been accepted there shall be paid to Contractor a sum equal to the Contract Price less any amounts previously paid Contractor and less any amounts withheld by the City from Contractor under the terms of the Contract. The final five percent (5%), or the percentage specified in the Notice Inviting Bids where the City has adopted a finding of substantially complete, shall not become due and payable until as required by Public Contract Code section 7107. If the Contractor has placed securities with the City as described herein, the Contractor shall be paid a sum equal to one hundred percent (100%) of the Contract Price less any amounts due the City under the terms of the Contract. C. Unless Contractor advises the City in writing prior to acceptance of the final five percent (5%) or the percentage specified in the Notice Inviting Bids where the City has adopted a finding of completion, or the return of securities held as described herein, said acceptance shall operate as a release to the City of all claims and all liability to Contractor for all things done or furnished in connection with this Work and for every act of negligence of the City and for all other claims relating to or arising out of this Work. If Contractor advises the City in writing prior to acceptance of final payment or return of the securities that there is a dispute regarding the amount due the Contractor, the City may pay the undisputed amount contingent upon the Contractor furnishing a release of all undisputed claims against the City with the disputed claims in stated amounts being specifically excluded by Contractor from the operation of the release. No payments, however, final or otherwise, shall operate to release Contractor or its sureties from the Faithful Performance Bond, Labor and Material Payment Bond, or from any other obligation under this Contract. D. In case of suspension of the Contract any unpaid balance shall be and become the sole and absolute property of the City to the extent necessary to repay the City any excess in the cost of the Work above the Contract Price. E. Final payment shall be made no later than 60 Days after the date of acceptance of the Work by the City or the date of occupation, beneficial use and enjoyment of the Work by the City including any operation only for testing, start-up or commissioning accompanied by cessation of labor on the Work, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code section 8136. In the event of a dispute between the City and the Contractor, the City may withhold from the final payment an amount not to exceed 150% of the disputed amount. F. Within ten (10) Days from the time that all or any portion of the retention proceeds are received by Contractor, Contractor shall pay each of its Subcontractors from whom retention has been withheld each Subcontractor’s share of the retention received. However, if a retention payment received by Contractor is specifically designated for a particular Subcontractor, payment of the retention shall be made to Packet Page. 802 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -88- 00 72 00 – GENERAL CONDITIONS the designated Subcontractor if the payment is consistent with the terms of the subcontract. ARTICLE 11 - MISCELLANEOUS 11.1 Patents. A. Contractor shall hold and save the City, officials, officers, employees, and authorized volunteers harmless from liability of any nature or kind of claim therefrom including costs and expenses for or on account of any patented or unpatented invention, article or appliance manufactured, furnished or used by Contractor in the performance of this Contract. 11.2 Document Retention & Examination A. In accordance with Government Code section 8546.7, records of both the City and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment. B. Contractor shall make available to the City any of the Contractor’s other documents related to the Project immediately upon request of the City. C. In addition to the State Auditor rights above, the City shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the City, for a period of four (4) years after final payment. 11.3 Notice. A. All notices shall be in writing and either served by personal delivery or mailed to the other party. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to the City shall be addressed to the City as designated in the Notice Inviting Bids unless the City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) Days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party. 11.4 Notice of Third Party Claims A. Pursuant to Public Contract Code section 9201, the City shall provide the Contractor with timely notification of the receipt of any third-party claims relating to the Contract. The City is entitled to recover reasonable costs incurred in providing such notification. 11.5 State License Board Notice A. Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against Packet Page. 803 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -89- 00 72 00 – GENERAL CONDITIONS contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826. 11.6 Assignment of Contract A. Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the rights or title of interest of any or all of this contract without the prior written consent of the City. Any assignment or change of Contractor’s name of legal entity without the written consent of the City shall be void. Any assignment of money due or to become due under this Contract shall be subject to a prior lien for services rendered or material supplied for performance of Work called for under the Contract Documents in favor of all persons, firms, or corporations rendering such services or supplying such materials to the extent that claims are filed pursuant to the Civil Code, the Code of Civil Procedure or the Government Code. 11.7 Change In Name And Nature Of Contractor’s Legal Entity. A. Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected on the Contract and all related documents. No change of Contractor’s name or nature will affect the City’s rights under the Contract, including but not limited to the bonds. 11.8 Prohibited Interests A. No City official or representative who is authorized in such capacity and on behalf of City to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting or approving any engineering, inspection, construction or material supply contract or any subcontract in connection with construction of the project, shall be or become directly or indirectly interested financially in the Contract. 11.9 Controlling Law A. Notwithstanding any subcontract or other contract with any subcontractor, supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions. 11.10 Jurisdiction; Venue A. Contractor and any subcontractor, supplier, or other person or organization performing any part of the Work agrees that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of San Bernardino County, California, and expressly consent to the jurisdiction of said court, regardless of residence or domicile, and agree that said court shall be a proper venue for any such action. Packet Page. 804 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -90- 00 72 00 – GENERAL CONDITIONS 11.11 Cumulative Remedies. A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Applicable Laws, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Article will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 11.12 Survival of Obligations. A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 11.13 Headings. A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 11.14 Assignment of Antitrust Actions A. In accordance with §7103.5(b) of the California Public Contract Code, Contractor and Subcontractors must conform to the following requirements: 1. In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or Subcontractor offer and agree to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under §4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with §16700) of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. 2. This assignment must be made and become effective at the time the awarding body tenders to Contractor, without further acknowledgment by the parties. 11.15 All Legal Provisions Included A. Contractor shall give all notices and comply with all federal, state and local laws, ordinances, rules and regulations bearing on conduct of work as indicated and specified by their terms. References to specific laws, rules or regulations in this Contract are for reference purposes only, and shall not limit or affect the applicability of provisions not specifically mentioned. If Contractor observes that drawings and specifications are at variance therewith, he shall promptly notify City in writing and any necessary changes shall be adjusted as provided for in this Contract for changes in Work. If Contractor performs any Work knowing it to be contrary to such laws, Packet Page. 805 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -91- 00 72 00 – GENERAL CONDITIONS ordinances, rules and regulations, and without such notice to City, he shall bear all costs arising therefrom. B. Contractor shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.). The Work will be performed in compliance with ADA laws, rules and regulations. Contractor shall comply with the Historic Building Code, including, but not limited to, as it relates to the ADA, whenever applicable. C. Contractor acknowledges and understands that, pursuant to Public Contract Code section 20676, sellers of "mined material" must be on an approved list of sellers published pursuant to Public Resources Code section 2717(b) in order to supply mined material for this Contract. D. No City official or representative who is authorized in such capacity and on behalf of City to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting or approving any engineering, inspection, construction or material supply contract or any subcontract in connection with construction of the Work, shall be or become directly or indirectly interested financially in the Contract. E. All provisions of law required to be inserted in the Contract or Contract Documents pursuant to any Applicable Laws shall be and are inserted herein. If through mistake, neglect, oversight, or otherwise, any such provision is not herein inserted or inserted in improper form, upon the application of either party, the Contract or Contract Documents shall be changed by City, at no increase in Contract Price or extension in Contract Times, so as to strictly comply with the Applicable Laws and without prejudice to the rights of either party hereunder 11.16 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature ARTICLE 12 -– FLEET COMPLIANCE 12.1 To the extent applicable, Contractor, shall comply, and shall ensure all subcontractors comply, with all requirements of the most current version of the California Air Resources Board (“CARB”) including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”). 12.2 Throughout Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and subcontractors’ fleet including, without limitation, the CRCs, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City. 12.3 Contractor shall be solely liable for any and all costs associated with complying with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized Packet Page. 806 CONNECTOR PIPE SCREEN (CPS) PHASE 3 -92- 00 72 00 – GENERAL CONDITIONS volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. Packet Page. 807 CONNECTOR PIPE SCREEN (CPS) PHASE 3 93 00 73 13 - SPECIAL CONDITIONS 00 73 13 – SPECIAL CONDITIONS ARTICLE 1 -SCOPE OF WORK 1.1 Location of the Project. A. Various Catch Basin locations throughout the City of San Bernardino. 1.2 Scope of Work. A. The Scope of Work consists of the construction of Connector Pipe Screens (CPS), including but not limited to cleaning existing catch basins and installing connector pipe screens per project plans and specifications. 1. ARTICLE 2 -MODIFICATIONS TO THE GENERAL CONDITIONS See Technical Specifications, Configuration Standards, and Tables provided in appendices. END OF SPECIAL CONDITIONS Packet Page. 808 CONNECTOR PIPE SCREEN (CPS) PHASE 3 94 APPENDICES APPENDIX “A” TECHNICAL SPECIFICATIONS "THE FOLLOWING SPECIFICATIONS ARE INCORPORATED HEREIN BY REFERENCE AS IF SET FORTH IN THEIR ENTIRETY: Packet Page. 809 CONNECTOR PIPE SCREEN (CPS) PHASE 3 95 APPENDICES TECHNICAL SPECIFICATIONS-CONNECTOR PIPE SCREEN (CPS) PART 1.00 SCOPE The Connector Pipe Screen (CPS) prevents trash and debris from entering the storm drain system during dry weather and moderate storm flows by keeping the trash and debris inside the catch basin. 1.1 Submittals The City of San Bernardino Public Works Department shall be provided with engineering details or standardized shop drawings of the CPS device and, when specified, utilize these drawings for approval. Drawings shall be annotated to indicate overall physical dimensions (WXLXH), all materials to be used, design assumptions and performance characteristics. 1.2 Manufacturer The manufacturer of said system shall have been regularly engaged in the engineering design and production of systems for physical treatment of stormwater runoff for a minimum of 3-years and shall have greater than five-hundred (500) installation in two or more municipalities. The CPS shall be supplied by only Companies that have certified devices that are approved by the State Water Resources Control Board. [See Appendix C (Table 1- LIST OF CERTIFIED FULL CAPTURE DEVICES)]. PART 2.00 PRODUCT DETAILS The CPS shall be designed to retain all trash larger than 5 mm (0.197 inches) in the catch basin, and shall comply with the following items: 1. The CPS shall be sized, fabricated and installed conforming to the configurations shown in the CPS Sizing Table found in Appendix C (Appendix B/TABLE 1). 2. The CPS unit shall have a sufficient structural integrity to withstand a lateral force of standing water (62.4 lb/ft3 ). 3. The CPS shall be configured with deflector plates or screens preventing trash from falling between the screen and connector pipe. The deflector plate shall be designed to withstand a vertical load of 10 lbs. per square foot within the catch basin area when the screen becomes 100% clogged. The CPS unit shall be bolted to the catch basin walls. 4. The gap at the bottom, sides, and joints of the CPS unit shall not exceed 5 mm (0.197 inches). 5. The perimeter of the CPS shall include a structural frame for stiffness, a bolting surface to fasten the CPS to the wall of the catch basin, and support for the upper portion of the CPS unit referred to as the "bypass". Packet Page. 810 CONNECTOR PIPE SCREEN (CPS) PHASE 3 96 APPENDICES 6. All parts/components of the CPS unit must be sized to fit through the catch basin's manhole opening. 7. The CPS frame shall be fabricated from S-304 stainless steel, or an Agency approved equal stainless steel alloy. The Structural members shall have a minimum thickness of 3/16 inches. 8. The CPS screen shall be fabricated from perforated metal of Type S-304 stainless steel, or an Agency approved equal stainless steel alloy. The screen shall have a minimum thickness of fourteen (14) gauge (0.0781 inches). The geometrical opening shape shall have a diameter of 5mm (0.197 inches). 9. The screen material used shall have at least 45% open area. 10. Any edge of the CPS that is not flush with the wall or floor of the catch basin shall be smooth with no prongs or jagged edges. 11. The assembly bolts, screws, nuts, and washers shall be fabricated entirely from S-316 stainless steel. The concrete anchor bolts shall use a Red Head Multi-Set II drop-in anchor, SSRM-38, with Type 316 stainless steel threaded rods, nuts and washers, or Agency approved equal. PART 3.00 INSTALLATIONS and PRE-CLEANING 3.1 Preliminary Measurement Detailed measurements of each catch basin, including the size and location of the connector pipe, shall be performed for the proper fabrication of the devices by the Contractor. Written records of measurements and photos will be kept on file with the City Engineer for review and approval prior to fabrication of the CPS units. 3.2 Cleaning of Existing Catch Basins Prior to commencing with installation, (preferably as part of the Catch Basin Sizing Survey), the catch basin structure shall be pre-cleaned such that it is free from obstructions and gross pollutants. 3.3 Method of Removal All trash and debris required to be removed from the catch basins shall be removed according to industry standards. No trash or debris shall be allowed to enter the connector pipe or main line as a result of the cleanout operations. 3.4 Debris Disposal Packet Page. 811 CONNECTOR PIPE SCREEN (CPS) PHASE 3 97 APPENDICES Material removed from the drain will be disposed of according to Municipal standards. The appropriate SB City Animal Care and Control Agency will be contacted for pickup and disposal of dead animal and the Contractor shall be responsible for removing any dead animal from inside a catch basin. Stormwater Connector Pipe Screen PART 1 – GENERAL 01.01.00 Purpose The purpose of this specification is to establish generally acceptable criteria for Connector Pipe Screens used for collecting trash and debris inside catch basins. It is intended to serve as a guide to producers, distributors, architects, engineers, contractors, plumbers, installers, inspectors, agencies and users; to promote understanding regarding materials, manufacture and installation; and to provide for identification of devices complying with this specification. 01.02.00 Description Stormwater Connector Pipe Screens (CPS) are used to prevent trash and debris from entering the stormwater system during dry weather and moderate storm flows by keeping the trash inside the catch basin. The CPS is a screen placed permanently or temporarily in a catch basin at the location of the outlet pipe. The screen separates trash and debris from stormwater treatment flows. Flows that exceed the treatment flow rate bypass over the top of the screen. When the outlet pipe is located below a curb opening the CPS features a lid to prevent debris from passing behind the screen and flowing directly to the outlet pipe. The CPS shall be designed to retain all trash larger than 5 mm (0.197 inches) in the catch basin. 01.03.00 Manufacturer The manufacturer of the CPS shall be one that is regularly engaged in the engineering, design and production of systems developed for the treatment of stormwater runoff for at least (10) years, and which has a history of successful production, acceptable to the engineer of work. In accordance with the drawings, the CPS(s) shall be a screen device manufactured by (See Appendix C: Table 1- LIST OF CERTIFIED FULL CAPTURE DEVICES). 01.04.00 Submittals 01.04.01 Submittal drawings will be provided with each order to the contractor and engineer of work. 01.04.02 Submittal drawings are to detail the CPS, its components and the sequence for installation, including: • CPS configuration with primary dimensions • Various CPS components • Any accessory equipment 01.04.03 Inspection and maintenance documentation submitted upon request. 01.05.00 Work Included Packet Page. 812 CONNECTOR PIPE SCREEN (CPS) PHASE 3 98 APPENDICES 01.05.01 Specification requirements for the installation of CPS. 01.05.02 Manufacturer to supply CPS(s): • Screen • Mounting hardware • Bypass lid with supports (when required) PART 2 – COMPONENTS 02.01.01 The CPS shall have a sufficient structural integrity to withstand a lateral force of standing water within the catch basin area when the screen becomes 100% clogged. The CPS unit shall be bolted to the catch basin walls. 02.01.02 The CPS shall be configured with deflector plates or screens preventing trash from falling between the screen and connector pipe. The deflector plate shall be designed to withstand a vertical load. 02.01.03 The gap at the bottom, sides, and joints of the CPS unit shall not exceed 5 mm (0.197 inches). 02.01.04 The CPS shall include vertical structural stiffeners extending the full length of the screen in the form as bends in the screen itself, a bolting surface to fasten the CPS to the wall of the catch basin, and support for the upper portion of the CPS unit referred to as the “bypass.” 02.01.05 All parts/components of the CPS unit must be sized to fit through the catch basin’s manhole opening. 02.01.06 The CPS frame shall be fabricated from 304 stainless steel. 02.01.07 The CPS screen shall be fabricated from perforated 304 stainless steel. The screen shall have a minimum thickness of 16 gauge. The geometrical opening shape shall have a diameter of 5 mm (0.197 inches). 02.01.08 The screen material used shall have at least 45% open area. 02.01.09 Any edge of the CPS that is not flush with the wall or floor of the catch basin shall be smooth with no prongs or jagged edges. 02.01.10 The assembly bolts, screws, nuts, and washers shall be fabricated entirely from 316 stainless steel. The concrete anchor bolts shall use a wedge anchor, with Type 316 stainless steel threaded rods, nuts, and washers. PART 3 – PERFORMANCE 03.01.00 General 03.01.01 Function - Packet Page. 813 CONNECTOR PIPE SCREEN (CPS) PHASE 3 99 APPENDICES The CPS has no moving internal components and functions based on gravity flow, unless otherwise specified. Stormwater runoff enters the catch basin through a curb opening and flows toward the connector pipe. The CPS is placed to intercept flows prior to exiting the catch basin through the connector pipe. The CPS must be able to be removed through the catch basin opening. Stormwater flow up to the peak treatment rate is processed through the screen. Flows in excess of the peak treatment rate will overtop the screen in a bypass. The lid (when required) shall be place high enough above the screen to allow for full bypass flow. 03.01.02 Pollutants - The CPS will remove and retain trash and debris larger than 5 mm in diameter entering the catch basin during frequent storm events and specified flow rates. 03.01.03 Treatment Flow Rate - The CPS operates through gravity flow. The CPS is to be sized so the screen is capable of passing the calculated project specific water quality flow rate per local standards. All treatment flow rates must include a 50% screen clogging factor. 03.01.04 Bypass Flow Rate – The CPS is designed to fit within the catch basin in a way not to affect the existing hydraulics and treat or bypass all flows. The bypass must be sized with a surface area greater than the outlet pipe size, thus the CPS shall not be a critical point of flow restriction. PART 4 - EXECUTION 04.01.00 General The installation and use of the CPS shall conform to all applicable national, state, municipal and local specifications. 04.02.00 Installation The contractor shall furnish all labor, equipment, materials and incidentals required to install the CPS device(s) and appurtenances in accordance with the drawings, installation manual, and these specifications, and be inspected and approved by the local governing agency. Any damage to catch basin and surrounding infrastructure caused by the installation of the CPS is the responsibility of the installation contractor. 04.02.01 CPS and all components or accessories shall be inserted through the catch basin and properly secured per manufactures installation manual and these specifications. 04.03.00 Shipping, Storage and Handling 04.03.01 Shipping – CPS shall be shipped to the contractor’s address and is the responsibility of the contractor to transport the unit(s) to the exact site of installation. 04.03.02 Storage and Handling– The contractor shall exercise care in the storage and handling of the CPS(s) and its components prior to and during installation. Any repair or replacement costs associated with events occurring after delivery is accepted, and unloading has commenced shall be borne by the contractor. The CPS(s) and its components shall always be stored indoors and transported inside the original shipping container(s) until the CPS(s) are ready to be installed. The CPS shall always be handled with care and lifted according to OSHA and NIOSA lifting recommendations and/or contractor’s workplace safety professional recommendations. Packet Page. 814 CONNECTOR PIPE SCREEN (CPS) PHASE 3 100 APPENDICES 04.04.00 Maintenance and Inspection 04.04.01 Inspection – After installation, the contractor shall demonstrate that the CPS has been properly installed at the correct location(s), elevations, and with appropriate supports and fasteners. All components associated with the CPS and its installation shall be subject to inspection by the engineer of work, governing agency, and the manufacture at the place of installation. In addition, the contractor shall demonstrate that the CPS has been installed per the manufacturer’s specifications and recommendations. CPS(s) shall be physically inspected regularly in accordance to manufacture’s recommendations. An inspection record shall be kept by the inspection operator. The record shall include the condition of the CPS and its appurtenances. The most current copy of the inspection record shall always be copied and given to City. 04.04.02 Maintenance – The maintenance shall be performed by someone qualified. A Maintenance Manual is available upon request from the manufacturer. A detailed Maintenance Record shall be kept by the maintenance operator. The Maintenance Record shall include any maintenance activities preformed, amount and description of debris collected, and the condition of the CPS. The most current copy of the Maintenance Record shall always be copied and placed with the governing agency. Upon cleaning: no trash or debris shall be located in the catch basin, on top of the bypass lid, or between the screen; no vegetation shall block the catch basin opening or connector pipe; and no trash or debris shall be located within the catch basin opening. 04.04.03 Material Disposal - All debris, trash, organics, and sediments captured and removed from the CPS shall be transported and disposed of at an approved facility for disposal in accordance with local and state regulations. Please refer to state and local regulations for the proper disposal of toxic and nontoxic material. PART 5 – QUALITY ASSURANCE 05.01.00 Warranty The manufacturer shall guarantee the CPS against all manufacturing defects in materials and workmanship for period of (3) years from the date of delivery to the contractor. The manufacturer shall be notified of repair or replacement issues in writing within the warranty period. The CPS is limited to recommended application for which it was designed Connector Pipe Screen (CPS) Requirements. The CPS prevents trash and debris from entering the storm drain system during dry weather and moderate storm flows by keeping the trash and debris inside the catch basin. The CPS shall be designed to retain all trash larger than 5 mm (0.197 inches) in the catch basin, and shall comply with the following items: 1. The CPS shall be sized, fabricated and installed conforming to the configurations shown in Appendix C: the CPS Sizing Table 1, Appendix I/Appendices A-1, A-2, A-3, and A-4. 2. The CPS shall not interfere with the operation of an existing or proposed ARS. Packet Page. 815 CONNECTOR PIPE SCREEN (CPS) PHASE 3 101 APPENDICES 3. The CPS unit shall have a sufficient structural integrity to withstand a lateral force of standing water (62.4 lb/ft3 ) within the catch basin area when the screen becomes 100% clogged. The CPS unit shall be bolted to the catch basin walls. 4. The CPS shall be configured with deflector plates or screens preventing trash from falling between the screen and connector pipe. The deflector plate shall be designed to withstand a vertical load of 10 lbs per square foot. 5. The gap at the bottom, sides, and joints of the CPS unit shall not exceed 5mm (0.197 inches). 6. The perimeter of the CPS shall include a structural frame for stiffness, a bolting surface to fasten the CPS to the wall of the catch basin, and support for the upper portion of the CPS unit referred to as the"bypass" (see Appendix C: Appendix A-1). 7. All parts/components of the CPS unit must be sized to fit through the catch basin's manhole opening. 8. When the CPS unit encroaches more than 4 inches into the manhole opening, the Contractor shall install a Removable CPS unit. The Removable CPS unit shall be designed and installed with a removable panel allowing access into the catch basin. The removable panel shall be easily disengaged from the rest of CPS assembly upon entry or from the outside of the catch basin. The Contractor shall submit shop drawings for review and approval of the Agency. It is the responsibility of the Contractor to field verify the location (with longitude and latitude in degrees, and minutes/ decimals) and dimensions of these basins. 9. The CPS frame shall be fabricated from S-304 stainless steel, or an Agency approved equal stainless steel alloy. The Structural members shall have a minimum thickness of 3/16 inches. 10. The CPS screen shall be fabricated from perforated metal of Type S-304 stainless steel, or an Agency approved equal stainless steel alloy. The screen shall have a minimum thickness of fourteen (14) gauge (0.0781 inches) The geometrical opening shape shall have a diameter of 5mm (0.197 inches). Appendix I (cont.) 11. The screen material used shall have at least 45% open area. 12. Any edge of the CPS that is not flush with the wall or floor of the catch basin shall be smooth with no prongs or jagged edges. 13. The assembly bolts, screws, nuts, and washers shall be fabricated entirely from S-316 stainless steel. The concrete anchor bolts shall use a Red Head Multi-Set II drop-in anchor, SSRM-38, with Type 316 stainless steel threaded rods, nuts and washers, or Agency approved equal. Packet Page. 816 CONNECTOR PIPE SCREEN (CPS) PHASE 3 102 APPENDICES Preliminary Measurement. The Contractor shall make detailed measurements of each catch basin, including the size and location of the connector pipe, for the proper fabrication of the devices. The Contractor shall submit written records of its measurements to the City of San Bernardino Public Works Department for review and approval prior to fabrication of the CPS units. Improper fabrication of devices due to errors in the measurements shall be corrected at the Contractor's expense. Cleaning of Existing Catch Basins. The Contractor shall furnish all materials, equipment, tools and labor to cleanout (i.e. remove and dispose of all debris from within and around) all catch basins in which retrofit devices will be installed under this Contract to the maintenance standards specified. Cleanout shall also include the catch basin connector pipe openings and the first 6 feet thereof. The catch basin shall be clean at the time of the installation of the retrofit device. Any trash and debris that accumulates between the dates the catch basin is cleaned and the date the device will be installed shall be removed prior to installation of the device at the Contractor's expense. Maintenance Conditions and Maintenance Standards. Following are deficiencies in maintenance conditions and their corresponding maintenance standards which shall apply to this Contract. The cleanout of each catch basin shall meet the maintenance standards listed as follows: Description of Maintenance Condition Deficiency Description of Maintenance Standard 1. Trash and debris located immediately in front of curb opening or side opening of catch basin, and on top or between metal grates of grated catch basin. No trash and debris located immediately in front of catch basin opening, and on top or between metal grates. 2. Vegetation growing across and/or blocking the basin opening. No vegetation blocking catch basin opening. 3. Trash and debris in the basin. No trash and debris within the catch basin. 4. Trash and debris in the connector pipe opening, upstream or downstream. No trash and debris in connector pipe opening and/or in the connector pipe for a distance of 6 feet from the opening. Attachment A-1(cont.) Trash and debris shall include, but is not limited to, mud, vegetation, and garbage. Upon completion of a cleanout operation at a catch basin and before leaving it, the Contractor shall sweep the top surface of the catch basin and the area 2 feet around the basin, and shall remove any trash and debris resulting from the cleanout operations. No debris is to be left at a catch basin for future pick-up. Method of Removal. All trash and debris required to be removed from the catch basins shall be removed in a manner to be determined by the Contractor. The Contractor shall not allow any trash or debris to enter the connector pipe or main line as a result of the cleanout operations. Packet Page. 817 CONNECTOR PIPE SCREEN (CPS) PHASE 3 103 APPENDICES Debris Disposal. All trash and debris removed under this Contract shall become the property of the Contractor and shall be legally disposed of away from the basin sites. The Contractor is responsible for proper disposal of the trash and debris, including obtaining approvals from all jurisdictional agencies, as applicable. The contractor shall contact SB City Animal Care and Control for pickup and disposal of dead animals. However, the Contractor shall be responsible for removing any dead animal from inside a catch basin. The Contractor shall also be responsible for contacting and coordinating with SB City Animal Care and Control. Staff Gauge. The contractor shall paint a staff gauge per Appendix B: Appendix A-2 and A- 4. The staff gauge shall be located such that it is visible through the curb opening or grating of the catch basin. Packet Page. 818 CONNECTOR PIPE SCREEN (CPS) PHASE 3 104 APPENDICES APPENDIX “B” CERTIFIED FULL CAPTURE SYSTEM CONFIGURATION STANDARDS/TABLES Packet Page. 819 CONNECTOR PIPE SCREEN (CPS) PHASE 3 105 APPENDICES Packet Page. 820 CONNECTOR PIPE SCREEN (CPS) PHASE 3 106 APPENDICES Packet Page. 821 CONNECTOR PIPE SCREEN (CPS) PHASE 3 107 APPENDICES Packet Page. 822 CONNECTOR PIPE SCREEN (CPS) PHASE 3 108 APPENDICES Packet Page. 823 CONNECTOR PIPE SCREEN (CPS) PHASE 3 109 APPENDICES Packet Page. 824 CONNECTOR PIPE SCREEN (CPS) PHASE 3 110 APPENDICES Packet Page. 825 CONNECTOR PIPE SCREEN (CPS) PHASE 3 111 APPENDICES Packet Page. 826 CONNECTOR PIPE SCREEN (CPS) PHASE 3 112 APPENDICES Packet Page. 827 CONNECTOR PIPE SCREEN (CPS) PHASE 3 113 APPENDICES Packet Page. 828 CONNECTOR PIPE SCREEN (CPS) PHASE 3 114 APPENDICES Packet Page. 829 CONNECTOR PIPE SCREEN (CPS) PHASE 3 115 APPENDICES Packet Page. 830 CONNECTOR PIPE SCREEN (CPS) PHASE 3 116 APPENDICES Packet Page. 831 CONNECTOR PIPE SCREEN (CPS) PHASE 3 117 APPENDICES APPENDIX “C” CATCH BASIN LOCATIONS Packet Page. 832 CONNECTOR PIPE SCREEN (CPS) PHASE 3 118 APPENDICES Packet Page. 833 CONNECTOR PIPE SCREEN (CPS) PHASE 3 119 APPENDICES Packet Page. 834 CONNECTOR PIPE SCREEN (CPS) PHASE 3 120 APPENDICES Packet Page. 835 CONNECTOR PIPE SCREEN (CPS) PHASE 3 121 APPENDICES APPENDIX “D” CITY OF SAN BERNARDINO BUSINESS REGISTRATION CERTIFICATE APPLICATION FORM Packet Page. 836 CONNECTOR PIPE SCREEN (CPS) PHASE 3 122 APPENDICES Packet Page. 837 Quantity Unit Unit Price Total Price Unit Price Total Price 1.1 Furnish and Install Connector Pipe Screen Per Plans and Technical Specifications EA 124 910.00$ $112,840.00 2,270.00$ $281,480.00 3.1 Apparent Low Bidder 1 Apparent Low Bidder 2 3.2 Total $112,840.00 $281,480.00 1. BID TABULATION PROJECT NAME: Collector Pipe Screen (CPS) Phase 3 PROJECT NO: 13632 Bid Item and Description Apparent Low Bidder 1 United Storm Water Inc. Apparent Low Bidder 2 Storm Water Inspection & Maintenance Services BID TABULATION S:\ENGINEERING\RFCA's\2024 All\11.6.24\Catch Basin Screens\Connector Pipe Screen (CPS) Phase 3 Bid TabulationBID TABULATION 1 of 1 Packet Page. 838 Packet Page. 839 Packet Page. 840 Packet Page. 841 Packet Page. 842 Packet Page. 843 Packet Page. 844 Packet Page. 845 Packet Page. 846 Packet Page. 847 Packet Page. 848 Packet Page. 849 Packet Page. 850 Packet Page. 851 Packet Page. 852 Packet Page. 853 Packet Page. 854 Packet Page. 855 Packet Page. 856 Packet Page. 857 Packet Page. 858 Packet Page. 859 Packet Page. 860 Packet Page. 861 Packet Page. 862 Packet Page. 863 Packet Page. 864 Packet Page. 865 Packet Page. 866 Packet Page. 867 Packet Page. 868 Packet Page. 869 Packet Page. 870 Packet Page. 871 Packet Page. 872 Packet Page. 873 Packet Page. 874 Packet Page. 875 Packet Page. 876 Packet Page. 877 Packet Page. 878 Packet Page. 879 Packet Page. 880 Packet Page. 881 Packet Page. 882 Packet Page. 883 Packet Page. 884 Packet Page. 885 Packet Page. 886 Packet Page. 887 Packet Page. 888 Packet Page. 889 Packet Page. 890 Packet Page. 891 Packet Page. 892 Packet Page. 893 Attachment 4 Location Map Packet Page. 894 1 9 8 6 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Lynn Merrill, Director of Public Works, Operations, and Maintenance Department:Public Works Subject:Approval of Agreement for the Purchase and Implementation of SWARCO McCain’s Transparity Intersection Management System Software (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-225: 1. Authorizing the City Manager or designee to approve the award of an Agreement with SWARCO McCain for the purchase of Transparity Intersection Management System (IMS) licensing and data services for $246,663., and 2070LX Controllers for $22,598.25, for a total of $269,261.25; and 2. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to utilize funding from specific projects for the traffic management system. Allocate $97,473.68 from the Highland Interconnect Project, $93,723.77 from the Baseline Interconnect Project, and $78,063.80 from the Traffic Management Center project budget, funded with local regional circulation monies, for a total project budget of $269,261.25; and 3. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to include the necessary adjustments for funding the traffic management project; and 4. Authorizing the City Manager or designee to execute all documents with SWARCO McCain necessary for the project. Executive Summary: SWARCO McCain's Transparity Intersection Management System will enhance real- time traffic monitoring, optimize mobility, and improve road safety by integrating all Packet Page. 895 1 9 8 6 signalized intersections for seamless communication and proactive congestion management. The total project cost is $269,261.25, covering $224,913 for software licensing, $22,598.25 for 2070LX Controllers, and $20,000 for SQL Licensing. Funding includes $78,063.80 from the Traffic Management Center budget, with the remaining $97,473.68 from the Highland Interconnect budget and $93,723.77 from the Baseline Interconnect budget, as these projects are congruent with and complement the Traffic Management Center system. There is no general fund impact with this action. Background The City of San Bernardino faces significant challenges related to traffic congestion, road safety, and mobility. Traffic delays and accidents have increased in key areas, affecting both daily commuters and emergency services. As the city continues to expand, the need for advanced traffic management tools becomes essential for improving traffic flow, reducing congestion, and enhancing overall safety. With a growing number of vehicles on the road and a network of over 300 signalized intersections, San Bernardino requires a robust Traffic Management System (TMS) to effectively manage traffic signals, optimize mobility, and address road safety concerns. To meet these growing demands, the City of San Bernardino proposes implementing SWARCO McCain’s Transparity Intersection Management System (IMS) to replace the outdated Quinet McCain software. Transparity IMS is designed to manage both legacy traffic controllers and modern National Transportation Communications for Intelligent Transportation System Protocol (NTCIP)-compliant systems, ensuring the city's traffic control infrastructure remains adaptable and up to date with national standards. Transparity Licensing software is an automated traffic signal performance measurement tool that gathers and analyzes high-resolution traffic controller data, converting it into actionable insights for improving traffic flow and safety. One key focus area is the dilemma zone, the critical point at an intersection where a driver, seeing a yellow light, is unsure whether to stop or continue through. This split- second uncertainty can lead drivers to either speed up to avoid stopping or brake suddenly. If a driver chooses to proceed but the light turns red before they exit the intersection, it greatly increases the risk of a broadside collision. These types of collisions, which occur when a vehicle runs a red light and is struck by another vehicle, are some of the most dangerous traffic accidents. The Capital Improvement Project (CIP) “Advanced Dilemma Zone Detection System.” targeting high-accident arterial roads received a federal grant specifically aimed at addressing these types of dilemma zones. The project seeks to mitigate the dangers of these intersections by installing advanced traffic signal control systems that adjust signal timing dynamically. One of the key safety features of this project is the ability to extend the red-light phase if a vehicle is detected entering the intersection after the signal has turned red, thus reducing the likelihood of broadside collisions. Packet Page. 896 1 9 8 6 SWARCO McCain’s Transparity system stood out not only for its ability to meet the complex requirements of the dilemma zone mitigation but also for offering the most competitive pricing. The system is capable of dynamically adjusting signal timing based on real-time traffic conditions and driver behavior at intersections, ensuring safer decision-making for drivers approaching a yellow light. This solution is a critical component of the CIP’s overall goal of reducing traffic accidents, specifically broadside collisions, by providing drivers with clearer guidance during the yellow signal phase and ensuring intersection safety through intelligent signal timing adjustments. The system’s compliance with national standards such as NTCIP 1201 and 1202 ensures that SWARCO McCain’s Transparity IMS will evolve alongside the City of San Bernardino’s growing transportation needs. These standards, part of the NTCIP framework, are critical for ensuring long-term functionality and interoperability. NTCIP 1201 defines global object definitions for Intelligent Transportation Systems (ITS), allowing all components within the traffic management system to communicate seamlessly. NTCIP 1202, on the other hand, focuses specifically on traffic signal controllers, establishing standardized data formats and protocols for their operation, management, and control. By adhering to these protocols, Transparity IMS will provide the city with a flexible, scalable solution that will reduce congestion, improve safety, and enhance overall mobility, ensuring the city’s traffic management system remains efficient and adaptable in the years to come. Discussion The City of San Bernardino proposes the purchase and implementation of SWARCO McCain’s Transparity Intersection Management System (IMS) licensing to enhance traffic signal management across its network of approximately 300 signalized intersections. This advanced system will enable transportation staff to monitor and manage traffic in real-time, audit timing parameters, and conduct remote diagnostics, allowing for faster responses to traffic incidents and more efficient maintenance through wireless connectivity. This system is currently being installed at 49 signalized intersections under the Capital Improvement Project “Advanced Dilemma Zone Detection System.” The proposed purchase will license the remaining 251 signals into the system, allowing for seamless communication across all intersections. This will significantly improve traffic flow, road safety, and overall mobility within the city. The total cost for the purchase of the Transparity IMS software and data licensing from SWARCO McCain is $246,663. for SQL licensing and physical data systems to support the system’s database needs, including up to 2TB of data storage and backup capacity. This SQL software is essential for managing the large volumes of traffic data generated by the system, ensuring the integrity and availability of historical traffic logs and timing parameters. Staff also recommends the purchase of five spare 2070LX Controllers for approximately $22,598.25 to be installed at intersections where existing controllers fail after the warranty period. These controllers work seamlessly with the Transparity IMS, Packet Page. 897 1 9 8 6 ensuring that all components of the city’s traffic management system function cohesively. The 2070LX Controllers, adhering to Caltrans standards, provide a higher- performance platform while integrating smoothly with existing hardware, eliminating the need for costly replacements. Their compatibility with Transparity is crucial, as it allows for real-time monitoring and control, ensuring all intersections communicate effectively. This unified system approach will enhance traffic flow, improve road safety, and enable efficient responses to incidents, making it vital for the city's traffic operations to have components that work together seamlessly. The rationale for selecting SWARCO McCain and the Transparity IMS software is built on prior competitive bidding results from the “Implement Advanced Dilemma Zone TC20-008” project. This earlier project was competitively bid, and the lowest bidder selected Transparity for its superior value and functionality over other traffic management software solutions. The decision to use SWARCO McCain’s system was based on extensive market research conducted during the competitive bidding process, which concluded that Transparity offered the best combination of cost efficiency and operational capability to meet the city’s needs for managing traffic at 49 signalized intersections. The current purchase to license the remaining 251 intersections builds on the city’s prior investment and ensures that all intersections are integrated into the same system. This single-source purchase is essential for maintaining system compatibility and avoiding the costs associated with replacing existing hardware. Choosing a different vendor for the remaining intersections would require replacing the current physical equipment, which would incur significantly higher costs for hardware replacement and installation. By using SWARCO McCain for the entire traffic management system, the city avoids the complications of integrating multiple vendors’ systems, which could lead to compatibility issues and higher maintenance costs. A unified system will ensure smoother operations, reduced downtime, and lower long-term costs, ultimately enhancing the efficiency of the city's traffic management network. The expansion of the Transparity system also leverages discounted pricing from SWARCO McCain, further solidifying it as the most cost-effective solution for the City of San Bernardino’s traffic management needs. It is recommended that the Mayor and City Council of San Bernardino approve the award of an agreement with SWARCO McCain for the purchase and implementation of Transparity IMS software at a total cost of $246,663. and $22,598.25 for the purchase of 2070LX Controllers, bringing the total project cost to $269,261.25 Costs Amounts SWARCO $246,663.00 2070LX Controller $22,598.25 Tot al Cost $269,261.25 Packet Page. 898 1 9 8 6 The project will be funded with $78,063.80 from the Traffic Management Center project budget. The remaining $191,197.45 will be covered by reallocating $97,473.68 from the Highland Interconnect Project and $93,723.77 from the Baseline Interconnect Project for a total project budget of $269,261.25. Both of these projects are congruent with and complement the Traffic Management Center system, as the new Transparity IMS software takes the place of the previously budgeted systems, allowing the funds to be used for this updated and integrated solution. This ensures efficient use of existing resources while upgrading the city's traffic management infrastructure. In summary, this purchase is critical for ensuring seamless communication across all signalized intersections in the city. It allows the City of San Bernardino to maximize the benefits of the Transparity software and equipment already in place while avoiding the inefficiencies and costs associated with managing a fragmented traffic system with one another. This unified system approach will enhance traffic flow, improve road safety, and enable efficient responses to incidents, making it vital for the city's overall traffic operations to have components that work together seamlessly. 2021-2025 Strategic Targets and Goals Authorizing the execution of this amendment aligns with Key Target No. 3 Improved Quality of Life by providing improved traffic flow, road safety, and mobility for all residents and visitors. Fiscal Impact There is no General Fund impact associated with this action. This project will be funded with Local Circulation Funded Projects with $78,063.80 from the Traffic Management Center project budget. An additional $191,197.45 will be covered by reallocating $97,473.68 from the Highland Interconnect Project and $93,723.77 from the Baseline Interconnect Project, for a total project allocation of $269,261.25. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-225: 1. Authorizing the City Manager or designee to approve the award of an Agreement with SWARCO McCain for the purchase of Transparity Intersection Management System (IMS) licensing and data services for $246,663., and 2070LX Controllers for $22,598.25, for a total of $269,261.25; and 2. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to utilize Projects Amounts Traffic Management Center $78,063.80 Highland Interconnect $97,473.68 Baseline Interconnect $93,723.77 Tot al Budget $269,261.25 Packet Page. 899 1 9 8 6 funding from specific projects for the traffic management system. Allocate $97,473.68 from the Highland Interconnect Project, $93,723.77 from the Baseline Interconnect Project, and $78,063.80 from the Traffic Management Center project budget, funded with local regional circulation monies, for a total project budget of $269,261.25; and 3. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 Capital Improvement Project (CIP) budget to include the necessary adjustments for funding the traffic management project; and 4. Authorizing the City Manager or designee to execute all documents with SWARCO McCain necessary for the project. Attachments Attachment 1 Resolution 2024-225 Attachment 2 SWARCO Quote & Scope of Work Attachment 3 SWARCO Quote for 2070LX Controllers Attachment 4 Sole Source Justification Form Attachment 5 Project Location Map Attachment 6 Belco Elecnor Guarantee to Deliver Transparity Licenses/Software for Advanced Dilemma Zone Project Ward: All Wards Synopsis of Previous Council Actions: June 1, 2022 Resolution No. 2022-102 of the Mayor and City Council of the City of San Bernardino Approving and Adopting the City’s annual operating budgets and Capital Improvement Plan (CIP) for FY2024 and establishing the City’s appropriation limit. Packet Page. 900 Resolution No. 2024-225 Resolution 2024-225 November 20, 2024 Page 1 of 4 5 6 0 0 RESOLUTION NO. 2024-225 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO APPROVE THE AWARD OF AN AGREEMENT WITH SWARCO MCCAIN FOR THE PURCHASE OF TRANSPARITY INTERSECTION MANAGEMENT SYSTEM (IMS) LICENSING, DATA SERVICES FOR $246,663., AND 2070LX CONTROLLERS FOR $22,598.25, PLUS SALES TAX, BRINGING THE TOTAL PROJECT COST TO $269,261.25; AUTHORIZING THE DIRECTOR OF FINANCE AND MANAGEMENT SERVICES TO AMEND THE FY 2024/25 CAPITAL IMPROVEMENT PROJECT (CIP) BUDGET TO UTILIZE $97,473.68 FROM THE HIGHLAND INTERCONNECT PROJECT, $93,723.77 FROM THE BASELINE INTERCONNECT PROJECT, AND $78,063.80 FROM THE TRAFFIC MANAGEMENT CENTER PROJECT BUDGET, FUNDED WITH LOCAL REGIONAL CIRCULATION MONIES, TO COVER THE TOTAL PROJECT COST OF $269,261.25; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE ALL DOCUMENTS WITH SWARCO MCCAIN NECESSARY FOR THE PROJECT. WHEREAS, the City of San Bernardino has over 300 signalized intersections and faces significant challenges related to traffic congestion, road safety, and mobility; and WHEREAS, the City of San Bernardino is committed to improving traffic flow and safety through the purchase and implementation of modern traffic management software; and WHEREAS, the City of San Bernardino has identified SWARCO McCain’s Transparity Intersection Management System (IMS) as a vital tool for real-time traffic monitoring and management, providing long-term benefits for mobility and road safety; BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The above recitals are true and correct and are incorporated herein by this reference. Packet Page. 901 Resolution No. 2024-225 Resolution 2024-225 November 20, 2024 Page 2 of 4 5 6 0 0 SECTION 2. The City Manager or designee is hereby authorized to approve an Agreement with SWARCO McCain for the purchase of Transparity Intersection Management System (IMS) licensing, data services, and 2070LX Controllers, plus sales tax, for a total of $269,261.25; and SECTION 3. The Director of Finance and Management Services is hereby authorized to amend the FY 2024/25 Capital Improvement Project (CIP) budget to utilize funding from specific projects for the traffic management system. Allocating $97,473.68 from the Highland Interconnect Project, $93,723.77 from the Baseline Interconnect Project, and $78,063.80 from the Traffic Management Center project budget, funded with local regional circulation monies, for a total project budget of $269,261.25; and SECTION 4. The Director of Finance and Management Services is hereby authorized to amend the FY 2024/25 Capital Improvement Project (CIP) list and budget to include the necessary adjustments for funding the traffic management project; and SECTION 5. The City Manager or designee is authorized to execute all necessary documents with SWARCO McCain to proceed with the purchase and implementation of the Transparity IMS software. SECTION 6.The City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 7.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 8. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November 2024. Helen Tran, Mayor City of San Bernardino Attest: Packet Page. 902 Resolution No. 2024-225 Resolution 2024-225 November 20, 2024 Page 3 of 4 5 6 0 0 Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 903 Resolution No. 2024-225 Resolution 2024-225 November 20, 2024 Page 4 of 4 5 6 0 0 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-225, adopted at a regular meeting held on the 20th day of November 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 904 SWARCO McCain, Inc. 2365 Oak Ridge Way Vista, CA 92081 Attention:Ryan Castillo Company/Agency:City of San Bernardino Address:201 N. “E” Street – 2nd floor San Bernardino, CA 92418 City of San Bernardino Transparity for 300 Intersections BU020524-300-2 revA SWARCO McCain is pleased to provide this quotation on the following item(s): Item #Qty Unit Description Unit Price Sale Price 1 251 Each On-Prem / Enterprise Transparity Traffic Management System (TMS) Licensing - qty: 251 - this increases agency's total Transparity licenses to qty: 300 500.00$ 125,500.00$ 2 1 Lump Transparity Hardware (Server)20,000.00$ 20,000.00$ 3 1 Lump Tax on Server 1,750.00$ 1,750.00$ 4 1 Lump Project Management/ Administration/Professional Services/ Labor: - Database creation and system map configuration - Assistance with communications cutover 11,583.00$ 11,583.00$ 5 300 Each Custom Aerial Intersection Graphics (Standard Unit Price: $330, special one-time discount: $276.10) (see scope note 3)276.10$ 82,830.00$ 6 1 Day Remote Training (see scope note 4)2,500.00$ 2,500.00$ 7 1 Day Remote Systems Acceptance and Validation Testing (see scope note 4)2,500.00$ 2,500.00$ Total 246,663.00$ To be paid according to the following Billing Schedule/Milestones Billable Amount Transparity Traffic Management System (TMS) Licensing Deliverable: Billed at NTP 125,500.00$ Receipt of Transparity Server Deliverable: DELL R660 Server 21,750.00$ Completion of Transparity TMS installation, database creation, and system map configuration Deliverables: Transparity TMS system map with configured locations (agency specified) and completed install sign-off sheet 11,583.00$ Implementation of Custom Aerial Intersection Graphics Deliverables: custom aerial displays 82,830.00$ Completion of Remote Transparity Training Deliverables: Final training agenda & completion of remote Transparity TMS training session 2,500.00$ After completion of System Acceptance Test, this signifies project completion and start of the maintenance period Deliverables: Completed acceptance test document and project closure document 2,500.00$ Quote Notes: The information contained in this document is intended for the person or entity to which it is addressed and may contain confidential and/or legally privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender and delete the material from any computer. Central System Software (see scope notes 1 & 2) Training and Testing 2. Customer is responsible for ensuring that communications and detection is operational and for providing the network scheme, as applicable. Does not include field installation or timing conversion support. Professional Services / Labor Items (see scope notes 1 & 2) 1. All prices are in US Dollars. All payments to be made in US Dollars. Project will be billed per the schedule/milestones 2. Purchase order (PO) must match line items in quote. 3. Prices are firm for 30 days. Tax is based on the current 8.75% rate. Freight is not included. 4. All software available through remote download only. 5. Sale is subject to SWARCO McCain's standard terms and conditions. Project Description: November 5, 2024 1. All labor is remote unless indicated otherwise. VPN or internet access is required to provide remote support. 4. Remote training and testing to be provided by SWARCO McCain ITS Project Engineer via MS Teams. SWARCO McCain requires 4-8 weeks advance notice for scheduling. Scope Notes: Quote Number: Bob Ung 3. Custom aerial backgrounds containing the following information: - Vehicle phase call / indications - Pedestrian phase call / indications - Overlap / FYA indications (as applicable) - Signal status (overlain on aerial background or on right sidebar depending on local software version) - Street name labels QUOTE Packet Page. 905 ____________________________________________ QUOTATION Estimator:Melissa Lanini Quote #:MRL100124A (760)734-5086 Agency:San Bernardino City o melissa.lanini@swarco.com Job Name:2070LX and accessories Bid Date:10/1/24 Bid Item Qnty Description Price Extension 5 2070LX CONTROLLER, TEES 2020; 1C T20, 2E+ T20, 3B T20, 4A - EB4 W/ OMNI $4,156.00 $20,780.00 TIMING NOT INCLUDED TURN ON SUPPORT NOT INCLUDED TRANSPARITY NOT INCLUDED Tax 8.75% *subject to change $1,818.25 Reference Total $22,598.25 Prices firm for 90 days. Freight included. Add sales tax. Sale is subject to Swarco's standard terms and conditions. The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or legally privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited., If you received this in error, please contact the sender and delete the material from any computer. Packet Page. 906 City of San Bernardino Finance Department, Purchasing Division JUSTIFICATION OF SINGLE/SOLE SOURCE REQUEST ITEM Description: _Traffic Management Center Licensing_____________ DATE: _10/03/2024__ Select Source: __ __Sole Source: Item is manufactured and/or only distributed by one vendor. XX_ Single Source: Item is available from several vendors, but item is the only one that will work. Please answer all questions in detail, in order to prevent delays in the evaluation. Please do not provide one sentence answers. If any additional pages are needed to answer all questions, please attach all pages to this document. 1. Why is the acquisition restricted to this good/service/supplier? (Explain why the acquisition cannot be competitively bid). Please enter the answer below: The project "Implement Advanced Dilemma Zone TC20-008" was put out for competitive bidding on August 1, 2019, and the lowest bidder selected Transparity software for 49 signalized intersections. However, this new Transparity software is currently only compatible with the 49 intersections in the TC20- 008 project and does not communicate with the existing 251 intersections in the city. To ensure that all 300 intersections (the 49 from the project and the 251 existing ones) can communicate with each other through the Transparity software, the City needs to purchase additional licensing for the 251 existing intersections. This purchase will allow the entire traffic signal network to be managed under the same system 2. Describe the uniqueness of the purchase (why was the good/service/supplier chosen?) Please enter the answer below: signal network under a single, unified system. The "Implement Advanced Dilemma Zone TC20-008" project went through a competitive bidding process, during which the Transparity software was selected for 49 signalized intersections due to its advanced capabilities. However, the existing 251 signalized intersections are not yet compatible with this new software. In order to ensure that all 300 intersections (49 from the project and 251 existing ones) can communicate and be managed effectively through the Traffic Management Center (TMC), it is essential to license the remaining 251 intersections. Transparity software was chosen for its advanced real-time monitoring and traffic management features, which will enhance traffic flow and safety across the city once all intersections are integrated. This purchase is critical because it allows the City to standardize its traffic management system, ensuring seamless communication between all signalized intersections. 3. What are the consequences of not purchasing the goods/service or contracting with the proposed supplier? Procurement services provided to the departments/vendors would be delayed. The consequences of not purchasing the necessary licensing for the existing 251 signalized intersections would be significant. Without this purchase, the City will not be able to integrate the existing intersections into the newly acquired Transparity software, which was selected for the 49 intersections under the "Implement Advanced Dilemma Zone TC20-008" project. This would result in a fragmented traffic management system where only 49 intersections are managed by the Transparity software, leaving the remaining 251 intersections unable to communicate with the system. Packet Page. 907 network effectively, leading to inefficiencies in traffic flow, delayed response times to incidents, and reduced overall road safety. Moreover, without this licensing, the investment made in the Transparity software for the TC20- 008 project would be underu intersections. In short, failure to purchase the necessary licensing would prevent the City from fully benefiting from the advanced capabilities of the Transparity software, leading to ongoing operational challenges and potentially higher long-term costs. 4.What market research was conducted to substantiate the single source, including evaluation of other items considered? a. (Please provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department concluded that such alternatives are either inappropriate or unavailable. The names, addresses and phone numbers of suppliers contacted and the reasons for not considering them must be included or an explanation of why the survey or effort to identify other goods/services was not performed.) During the competitive bidding process for the "Implement Advanced Dilemma Zone TC20-008" project, multiple traffic management software solutions were submitted for consideration. The lowest bidder conducted extensive market research and determined that Transparity software provided the best value in terms of price and functionality compared to other alternatives. Transparity was selected not only for its option for managing the 49 signalized intersections involved in the project. In addition to the software, the City has already invested in and installed physical equipment that is compatible with Transparity. If the City does not purchase the necessary licensing to integrate the existing 251 signalized intersections into the Transparity system, the current physical equipment would be rendered incompatible. This would necessitate replacing the existing equipment with new hardware, leading to significantly higher costs. Alternative software solutions were evaluated during the bidding process, but they were either more expensive remaining intersections would create operational inefficiencies, increase costs due to the need for new equipment, and prevent seamless communication between t purchase of the additional licensing for the 251 intersections is essential to fully integrate the entire traffic signal network under one system, making Transparity the most cost-effective and practical solution. 5. How was the price offered determined to be fair and reasonable? Explain what the basis was for comparison and include cost analyses as applicable. to the city or to another agency/company or any other method of comparison that will substantiate fair and reasonable pricing in the absence of competition) The price offered by SWARCO McCain for the additional licensing of the 251 signalized intersections was determined to be fair and reasonable based on se Transparity software for the 49 intersections under the TC20-008 project, SWARCO McCain extended a discounted price for licensing the remaining 251 intersections. This discount was offered as part of a In addition to the discounted pricing, the cost was compared against the original pricing for the 49 intersections, showing a favorable reduction in cost per intersection for the additional licenses. management software solutions during the competitive bidding process, which confirmed that Transparity was competitively priced. The other manufacturers were not capable of matching the physical hardware equipment that is already installed which would force the purchase hardware for all intersections. in the TC20-008 project after an extensive review of other vendors and considering the added benefit of the discount for expanding the Packet Page. 908 licensing to 251 additional intersections, the pricing is considered fair and reasonable. This ensures that the City will receive a cost-effective solution while maintaining compatibility with the existing infrastructure. 6. Describe any cost savings realized, or costs avoided by acquiring the goods/services from this supplier. By acquiring the licensing for the additional 251 signalized intersections from SWARCO McCain, the City of San Bernardino will realize significant cost savings and avoid potential additional costs. First, this purchase ensures compatibility with the existing Transparity software and physical equipment that has already been installed under the TC20-008 project. If the City were to acquire a different software solution, it would necessitate replacing the existing physical equipment, which would incur substantial costs for hardware replacement and installation. Additionally, using a single vendor for the entire traffic management system avoids the costs associated with integrating multiple systems from different vendors, which can lead to compatibility issues, higher maintenance costs, and longer response times for troubleshooting. By maintaining one unified system with SWARCO McCain, the City avoids these complications, ensuring smoother operations, reduced downtime, and lower long-term maintenance costs. 1. ____________________________ _________________ Department Head Date 2. ____________________________ _________________Approved Not Approved (Up to $50,000) Director of Finance & Management Services Date 3. ____________________________ _________________Approved Not Approved (Up to $100,000) City Manager Date Justification:__In summary, acquiring the additional licenses from SWARCO McCain avoids the significant expense of new hardware and system integration, while also securing cost savings through efficiently under one cohesive system. 4. Over $100,000 must be submitted for City Council Approval. Packet Page. 909 Traffic Signal Map - City of San Bernardino Packet Page. 910 14320 Albers Way Chino, CA 91710 We think about a better world (909) 993-5470 Office www.elecnorbelco.com (909) 993-5476 Fax CA License 738518 October 15, 2024 Serial No. 14-0737-027 Agreement to Guarantee Delivery of Transparity Licenses/Software Reference: Implementation of Advanced Dilemma Zone Detection at 49 Intersections on Three Corridors: Baseline St., Mt. Vernon Ave. and Highland Ave. City of San Bernardino Project No. TC20-008 Federal Project No. HSIPL-5033(057) Drawing No. 13439 Vendor: Swarco PO: 302-0513 (TEK Services, LLC.) Product: Forty-Nine (49) Transparity Licenses/Software I,5REHUW8QJ, an authorized representative of Swarco, agree to guarantee the delivery of forty- nine (49) Transparity Licenses/Software/Install and Integrate with the existing system to the City of San Bernardino as purchased via TEK Services, LLC’s Purchase Order No. 302-0513. _____________________ Signature 5REHUW8QJ 'LUHFWRU,766ROXWLRQVDQG6HUYLFHV Printed Name/Title _________ Date ____________________________________________________________________________________________________________________________________________________________________________________________________ Signature Packet Page. 911 2 3 1 3 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Lynn Merrill, Director of Public Works Department:Public Works Subject:Award of Design Services Agreement for the Police Locker Room Renovation (Ward 1) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Authorize the City Manager or designee to approve the award of a Design Services Agreement with TR Design Group, Inc. in the not to exceed amount of $549,967.57 for Police Locker Room Renovation (Project); and 2. Authorize the City Manager or designee to execute all documents with TR Design Group Inc. Executive Summary The Agreement would allow the City to issue TR Design Group, Inc. a Notice to Proceed, initiating the process to design the improvements. The agreement will include TR Design Group, Inc. not to exceed design fee of $549,967.57 for design work. Awarding the Agreement for the design of the Police Locker Room Renovation Project would allow the project to move forward promptly, ensuring that the Police department benefits from upgraded facilities that support their critical work and well- being. Background This project focuses on updating the locker rooms located on the second floor of the Central Police Building at 710 N D St, San Bernardino, CA 92401. These locker rooms, essential to the daily operations of our police department, have not been significantly upgraded in several years. The renovation aims to modernize these facilities, improve their functionality, and enhance the overall comfort and security for the personnel who Packet Page. 912 2 3 1 3 use them. The project is a critical step in ensuring that our police force operates in a well-maintained and supportive environment, reflecting the City's commitment to providing high-quality amenities for its first responders. On June 21, 2023, the Mayor and City Council adopted Resolution No. 2023-080, which approved the Fiscal Year 2023 and Fiscal Year 2024 Operating Budget and Capital Improvement Plan. This resolution provided the financial framework and authorization necessary for various projects and initiatives, including infrastructure upgrades and facility improvements. The adoption of this resolution confirmed the allocation of funds for critical projects, ensuring that necessary renovations, such as those for the police locker rooms, are supported within the City's broader budgetary and strategic planning efforts. Discussion This project is focused on modernizing and upgrading the locker room facilities for our police personnel, with the goal of making these spaces more functional, secure, and comfortable. The proposed design services agreement will cover every stage of the design process, including site assessments, conceptual designs, detailed architectural plans, and oversight during construction. The project was advertised through PlanetBids on June 17th through July 18th, 2024. A single submittal was received from TR Design Group, Inc. The submittal was evaluated based on qualifications and understanding of project scope. TR Design Group, Inc. was determined to be qualified for the design work. The agreement with TR Design Group, Inc. is designed to ensure efficient completion of the design work while allowing for necessary adjustments and administrative oversight. The not to exceed design fee is $549,967.57, based on industry standards for projects of this scale, fitting within a total budget of $549,967.57. The scope of work is divided into phases. Phase 01 involves planning and code review, costing $47,560.00. During this phase, TR Design Group will review existing drawings, verify the current utilities, and complete photo documentation of the existing site. Phase 02 will focus on creating schematic drawings, with an estimated cost of $89,175.00. TR Design Group will work to address any potential mechanical, electrical, or plumbing issues based on a discussion of design concepts. Future phases will be determined based on the results of Phases 01 and 02. Environmental Impact The Project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Section 15302, Replacement or Reconstruction (“Class 3”). The Class 2 exemptions allow for the replacement or reconstruction of existing structures or facilities where the new structure will be located on the same site as the structure replaced and will have substantially the Packet Page. 913 2 3 1 3 same purpose and capacity as the structure replaced. Here, the Project involves reconstructing the police locker room with a new facility located on the same site that will serve as the new police locker room. The City has also considered whether the proposed Project is subject to any exception to the Class 2 exemption, as set forth in State CEQA Guidelines section 15300.2. No exception applies for the following reasons: a) The location exception only applies to Class 3, 4, 5, 6, and 11 exemptions, none of which are being utilized here. b) The proposed Project would not result in any significant cumulative impacts on the environment. The cumulative impacts exception does not apply because the Project has no incrementally significant impacts on the environment. c) A categorical exemption may be subject to an exception where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances. The proposed Project does not involve any unusual circumstances and has no potential to result in a significant impact on the environment. d) Under the “scenic highways” exception, a categorical exemption may be subject to an exception where the project may result in damage to scenic resources within a highway officially designated as a state scenic highway. The exception does not apply here as the Project would not damage any scenic resources within a state scenic highway. e) The Project is not located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. f) The Project site does not contain a historical resource. 2021-2025 Strategic Targets and Goals This Project is consistent with Key Strategic Target and Goal No. 2a: Focused, Aligned Leadership and Unified Community – Build a culture that attracts, retains, and motivates the highest qualify talent and Goal No. 3c: Improved Quality of Life. - Evaluate and enhance the quality of public safety services. This Design Services Agreement will enhance the working environment for our law enforcement professionals by ensuring that they have access to modern, functional, and well- maintained facilities. Fiscal Impact There is no General Fund impact associated with this action. Packet Page. 914 2 3 1 3 Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Authorize the City Manager or designee to approve the award of a Design Services Agreement with TR Design Group, Inc. in the not to exceed amount of $549,967.57 for Police Locker Room Renovation (Project); and 2. Authorize the City Manager or designee to execute all documents with TR Design Group Inc. Attachments Attachment 1 Design Services Agreement with TR Design Group, Inc. Attachment 2 Proposal – TR Design Group, Inc. Attachment 3 Location Map Ward: First Ward Synopsis of Previous Council Actions: June 21, 2023 Mayor and City Council adopted Resolution No. 2023-080 approving Fiscal Year 2023 & Fiscal Year 2024 Operating Budget and Capital Improvement Plan Packet Page. 915 1 CITY OF SAN BERNARDINO DESIGN SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into as November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California, with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401 (“City”), and TR Design Group, a Corporation with its principal place of business at 2900 Adams Street, Studio A-400, Riverside, California, 92504 (hereinafter referred to as “Designer”). City and Designer are sometimes individually referred to herein as “Party” and collectively as “Parties.” 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Designer. Designer desires to perform and assume responsibility for the provision of certain professional design services required by the City on the terms and conditions set forth in this Agreement. Designer warrants that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Designer is a corporation or other organization, the Project Designer designated pursuant to Section 3.2, and not the Designer itself, shall be fully licensed to practice as an architect and/or engineer in the State of California. 2.3 Project. City desires to engage Designer to render such services for the Police Locker Room Renovation ("Project") as set forth in this Agreement. 3. TERMS 3.1 Employment of Designer. 3.1.1 Scope of Services. Designer promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional design and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement (hereinafter referred to as “Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Designer shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. her designee, shall have the unilateral option, at their sole discretion, to renew this Agreement for no more than three additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.1.2 Term. The term of this Agreement shall be from November 20, 2024 to November 20, 2025, unless earlier terminated as provided herein. The City Manager, or his or Packet Page. 916 2 3.2 Project Designer; Key Personnel. 3.2.1 Project Designer. Designer shall name a specific individual to act as Project Designer, subject to the approval of City. Designer hereby designates Thomas Riggle (License No. C24877 to act as the Project Designer for the Project. The Project Designer shall: (1) maintain oversight of the Services; (2) have full authority to represent and act on behalf of the Designer for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Project Designer shall be subject to the City’s prior written approval, which approval shall not be unreasonably withheld. The new Project Designer shall be of at least equal competence as the prior Project Designer. In the event that City and Designer cannot agree as to the substitution of a new Project Designer, City shall be entitled to terminate this Agreement for cause. 3.2.2 Key Personnel. In addition to the Project Designer, Designer has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Designer may substitute others of at least equal competence upon written approval of the City. In the event that City and Designer cannot agree as to the substitution of key personnel, engineers or consultants, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel, engineers or consultants who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Designer at the request of the City. The key additional personnel, engineers and consultants for performance of this Agreement are as follows: Xavier Adrian – Senior Project Manager James Horecka – Senior Architect, AIA, CASp, QA/QC Richard Jaeger – Project Architect, AIA, ICC – B3 3.3 Hiring of Consultants and Personnel. 3.3.1 Right to Hire or Employ. Designer shall have the option, unless City objects in writing after notice, to employ at its expense architects, engineers, experts or other consultants qualified and licensed to render services in connection with the planning and/or administration of the Project, and to delegate to them such duties as Designer may delegate without relieving Designer from administrative or other responsibility under this Agreement. Designer shall be responsible for the coordination and cooperation of Designer’s architects, engineers, experts or other consultants. All consultants, including changes in consultants, shall be subject to approval by City in its sole and reasonable discretion. Designer shall notify City of the identity of all consultants at least fourteen (14) days prior to their commencement of work to allow City to review their qualifications and approve to their participation on the Project in its sole and reasonable discretion. 3.3.2 Qualification and License. All architects, engineers, experts and other consultants retained by Designer in performance of this Agreement shall be qualified to perform Packet Page. 917 3 the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law. 3.3.3 Standards and Insurance. All architects, engineers, experts and other consultants hired by Designer shall be required to meet all of the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Designer’s agreements with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.3.4 Assignments or Staff Changes. Designer shall promptly obtain written City approval of any assignment, reassignment or replacement of such architects, engineers, experts and consultants, or of other staff changes of key personnel working on the Project. As provided in the Agreement, any changes in Designer’s consultants and key personnel shall be subject to approval by City. 3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Designer at Designer’s sole expense. 3.4 Standard of Care. 3.4.1 Standard of Care. Designer shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be responsible to City for damages sustained by the City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Designer shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or construction of the Project. Designer represents and maintains that it is skilled in the professional calling necessary to perform the Services. Designer warrants and represents that all of its employees, architects, engineers, experts and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Designer represents that it, its employees, architects, engineers, experts and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Designer shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Designer’s failure to comply with the standard of care provided for herein. 3.4.2 Performance of Employees. Any employee or consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee or consultant who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Designer and shall not be re-employed to perform any of the Services or to work on the Project. 3.5 Laws and Regulations. 3.5.1 Knowledge and Compliance. Designer shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any Packet Page. 918 4 manner affecting the performance of the Services or the Project, and shall give all notices required of the Designer by law. Designer shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Designer performs any work knowing it to be contrary to such laws, rules and regulations, Designer shall be solely responsible for all costs arising therefrom. Designer shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.5.2 Drawings and Specifications. Designer shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations, including the Uniform Building Code, in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibit “A” attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may be compensated as Additional Services which were not known or reasonably should not have been known by Designer. Designer shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with the Services described in Exhibit “A” attached hereto. For the preparation of all such drawings and specifications, the Designer shall use Computer Aided Design Drafting (“CADD”) (e.g., AutoCAD) or other technology acceptable to the Designer and City. 3.5.3 Americans with Disabilities Act. Designer will use its best professional efforts to interpret all applicable federal, state and local laws, rules and regulations with respect to access, including those of the Americans with Disabilities Act (“ADA”). Designer shall inform City of the existence of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law, and shall provide the City with its interpretation of such inconsistencies and conflicting interpretations. Unless Designer brings such inconsistencies and conflicting interpretations to the attention of the City and requests City’s direction on how to proceed, the Designer’s interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Designer, and the Designer shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. In the event that the Designer request’s City’s direction on how to proceed with respect to any inconsistent and/or conflicting interpretation, the Designer shall be responsible to the City only pursuant to the indemnification provisions of this Agreement. 3.5.4 Permits, Approvals and Authorizations. Designer shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Designer shall then assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City. 3.5.5 Water Quality Management and Compliance. (a) Compliance with Water Quality Laws, Ordinances and Regulations. Designer shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all Packet Page. 919 5 applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); and any and all regulations, policies, or permits issued pursuant to any such authority. Designer shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. (b) Standard of Care. Designer warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.5.5(a) of this Agreement. Designer further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services. (c) Liability for Non-compliance. (i) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.5.5(a) of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Designer agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (ii) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Designer’s failure to comply with any applicable water quality law, regulation, or policy. Designer hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (iii) Damages: City may seek damages from Designer for delay in completing the Services caused by Designer’s failure to comply with the laws, regulations and policies described in Section 3.5.5(a) of this Agreement, or any other relevant water quality law, regulation, or policy. 3.5.6 Air Quality. (a) Compliance with Air Quality Laws, Ordinances, and Regulations. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. Packet Page. 920 6 3.6 Independent Contractor. 3.6.1 Control and Payment of Subordinates. City retains Designer on an independent contractor basis and Designer is not an employee of City. Designer is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City’s employees. Any additional personnel performing the Services under this Agreement on behalf of Designer shall also not be employees of City, and shall at all times be under Designer’s exclusive direction and control. Designer shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Designer shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.7 Schedule of Services. 3.7.1 Designer Services. Designer shall fully and adequately complete the Services described in this Agreement and in Exhibit “A” attached hereto and incorporated herein by reference. 3.7.2 Timely Performance Standard. Designer shall perform all Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, Designer shall perform its Services so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Designer agrees to coordinate with City’s staff, contractors and consultants in the performance of the Services, and shall be available to City’s staff, contractors and consultants at all reasonable times. 3.7.3 Performance Schedule. Designer shall prepare an estimated time schedule for the performance of Designer’s Services, to be adjusted as the Project proceeds. Such schedule shall be subject to the City’s review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City’s review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. If City and Designer cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreement. The schedule shall not be exceeded by Designer without the prior written approval of City. If the Designer’s Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City will suffer damage for which the Designer will be responsible pursuant to the indemnification provision of this Agreement. 3.7.4 Excusable Delays. Any delays in Designer’s work caused by the following shall be added to the time for completion of any obligations of Designer: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Designer; and (5) Force Majeure Event . Neither the City nor the Designer shall be liable for damages, liquidated or otherwise, to the other on account of such delays. Such a non-compensable adjustment shall be Designer’s sole and exclusive remedy for such delays and the Designer will not receive an adjustment to the Packet Page. 921 7 contract price or any other compensation. A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Designer and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. 3.7.5 Request for Excusable Delay Credit. The Designer shall, within fifteen (15) calendar days of the beginning of any excusable delay, notify the City in writing of the causes of delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement). City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole judgment, the findings of fact justify such an extension. The City’s findings of fact thereon shall be final and conclusive on the parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. The sole remedy of Designer for extensions of time shall be an extension of the performance time at no cost to the City. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Designer make an application for an extension of time, Designer shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time. 3.8 Additional Designer Services. 3.8.1 Request for Services. At City’s request, Designer may be asked to perform services not otherwise included in this Agreement, not included within the basic services listed in Exhibit “A” attached hereto, and/or not customarily furnished in accordance with generally accepted design practice. 3.8.2 Definition. As used herein, “Additional Services” mean: (1) any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary for the Designer to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibit “A” attached hereto. Designer shall not perform, nor be compensated for, Additional Services without prior written authorization from City and without an agreement between the City and Designer as to the compensation to be paid for such services. City shall pay Designer for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the fault of Designer pursuant to the indemnification provision of this Agreement. 3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with applicable laws, rules, regulations or codes of which Designer was aware or should have been aware pursuant Packet Page. 922 8 to the laws and regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to: (a) Separately Bid Portions of Project. Plan preparation and/or administration of work on portions of the Project separately bid. (b) Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents. (c) Fault of Contractor. Services caused by delinquency, default or insolvency of contractor, or by major defects in the work of the contractor, provided that any such services made necessary by the failure of Designer to detect and report such matters when it reasonably should have done so shall not be compensated. (d) Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Designer. (e) Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Designer is not a party. (f) Damage Repair. Supervision of repair of damages to any structure. (g) Extra Environmental Services. Additional work required for environmental conditions (e.g. asbestos or site conditions) not already contemplated within the Designer's services for the Project. 3.9 City Responsibilities. City’s responsibilities shall include the following: 3.9.1 Data and Information. City shall make available to Designer all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria. As part of the budget limitation information, the City shall provide the Designer with a preliminary construction budget (“City’s Preliminary Construction Budget”). 3.9.2 Project Survey. If required pursuant to the scope of the Project and if requested by Designer, City shall furnish Designer with, or direct Designer to procure at City’s expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information. 3.9.3 Bid Phase. Distribute Construction Documents to bidders and conduct the opening and review of bids for the Project. 3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings, test pits, and other tests as may be necessary to reveal conditions of the site which Packet Page. 923 9 must be known to determine soil condition or to ensure the proper development of the required drawings and specifications. 3.9.5 Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental/hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations. 3.9.6 Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project. 3.9.7 City’s Representative. The City hereby designates the Director of Public Works or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Representative hereby designates Azzam Jabsheh, City Engineer or his or her designee, as the City’s contact for the implementation of the Services hereunder. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.9.8 Review and Approved Documents. Review all documents submitted by Designer, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Designer of decisions pertaining to such documents within a reasonable time after submission, so as not to cause unreasonable delay as provided in the excusable delay provisions of this Agreement above. 3.10 Compensation. 3.10.1 Designer’s Compensation for Basic Services. City shall pay to Designer, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Five Hundred Forty-Nine Thousand Nine Hundred Sixty-Seven Dollars and Fifty- Seven Cents ($549,967.57) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit “B” and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement. 3.10.2 Payment for Additional Services. At any time during the term of this Agreement, City may request that Designer perform Additional Services. As used herein, Additional Services means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Any additional work in excess of this amount must be approved by the City. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. If City requires Designer to hire consultants to perform any Additional Services, Designer shall be compensated therefore at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Designer shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3. Packet Page. 924 10 3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for the Services and Additional Services. Designer shall not be reimbursed for any expenses unless authorized in writing by City, which approval may be evidenced by inclusion in Exhibit “C” attached hereto. Such reimbursable expenses shall include only those expenses which are reasonably and necessarily incurred by Designer in the interest of the Project. Designer shall be required to acquire prior written consent in order to obtain reimbursement for the following: (1) extraordinary transportation expenses incurred in connection with the Project; (2) out-of-town travel expenses incurred in connection with the Project; (3) fees paid for securing approval of authorities having jurisdiction over the Project; (4) bid document duplication costs in excess of $1,000; and (5) other costs, fees and expenses in excess of $1,000. 3.10.4 Payment to Designer. Designer’s compensation and reimbursable expenses shall be paid by City to Designer no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and in accordance with the phasing and funding schedule provided in Exhibit “B” and the compensation rates indicated in Exhibit “C” attached hereto and incorporated herein by reference. In order to receive payment, Designer shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, and the amount to be paid at the address listed in Section 3.29. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Designer shall never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit “B” attached hereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Payments made for Additional Services shall be made in installments, not more often than monthly, proportionate to the degree of completion of such services or in such other manner as the parties shall specify when such services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Designer shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Upon cancellation or termination of this Agreement, Designer shall be compensated as set forth in the termination provision herein. 3.10.5 Withholding Payment to Designer. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the negligence, recklessness, or willful misconduct protected under the indemnification provisions of this Agreement. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City’s right to such sums. The City may Packet Page. 925 11 keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losses, or damages as determined by the City, incurred by the City for which Designer is liable under the Agreement or state law. Payments to the Designer for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. Payment to the Designer shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from parties not within the Designer’s reasonable control. 3.10.6 Prevailing Wages. Designer is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Designer agrees to fully comply with and to require its consultants to fully comply with such Prevailing Wage Laws. City shall provide Designer with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Designer shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Designer’s principal place of business and at the Project site. Designer shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Designer or its consultants to comply with the Prevailing Wage Laws. It shall be mandatory upon the Designer and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3.10.7 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Designer and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Designer shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 3.10.8 Labor Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Designer’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Designer or any subcontractor that affect Designer’s performance of Services, including any delay, shall be Designer’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Designer caused delay and shall not be compensable by the City. Designer shall defend, indemnify and hold the City, its officials, officers, employees and agents free and Packet Page. 926 12 harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Designer or any subcontractor. 3.11 Notice to Proceed. Designer shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed. 3.12 Termination, Suspension and Abandonment. 3.12.1 Grounds for Termination; Designer’s Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Designer shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Designer shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Designer. Designer hereby expressly waives any and all claims for damages or compensation arising under this Agreement, except as set forth herein, in the event of such suspension, abandonment or termination. Designer may terminate this Agreement for substantial breach of performance by the City such as failure to make payment to Designer as provided in this Agreement. 3.12.2 City’s Suspension of Work. If Designer’s Services are suspended by City, City may require Designer to resume such Services within ninety (90) days after written notice from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Designer. 3.12.3 Documents and Other Data. Upon suspension, abandonment or termination, Designer shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other Project Documents, as defined below, to which City would have been entitled at the completion of Designer’s Services under this Agreement. Upon payment of the amount required to be paid to Designer pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such Project Documents prepared by or on behalf of Designer under this Agreement. Designer shall make such documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense. 3.12.4 Employment of other Designers. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.13 Ownership and Use of Documents; Confidentiality. 3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, design presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the “Project Documents”) Packet Page. 927 13 shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the Designer or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within thirty (30) calendar days following completion of the Project, Designer shall provide to City copies of all Project Documents required by City. In addition, Designer shall retain copies of all Project Documents on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs. Before destroying the Project Documents following this retention period, Designer shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.13.2 Right to Use. Designer grants to City the right to use and reuse all or part of the Project Documents, at City’s sole discretion and with no additional compensation to Designer, for the following purposes: (a) The construction of all or part of this Project. (b) The repair, renovation, modernization, replacement, reconstruction or expansion of this Project at any time; (c) The construction of another project by or on behalf of the City for its ownership and use; City is not bound by this Agreement to employ the services of Designer in the event such documents are used or reused for these purposes. City shall be able to use or reuse the Project Documents for these purposes without risk of liability to the Designer or third parties with respect to the condition of the Project Documents, and the use or reuse of the Project Documents for these purposes shall not be construed or interpreted to waive or limit City’s right to recover for latent defects or for errors or omissions of the Designer. Any use or reuse by City of the Project Documents on any project other than this Project without employing the services of Designer shall be at City’s own risk with respect to third parties. If City uses or reuses the Project Documents on any project other than this Project, it shall remove the Designer’s seal from the Project Documents and hold harmless Designer and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Project Documents on such other project. 3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents and any intellectual property rights therein. Designer shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement. 3.13.4 Right to License. Designer represents and warrants that Designer has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Designer prepares or causes to be prepared pursuant to this Agreement. Designer shall indemnify and hold City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Designer makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Designer and provided to Designer by City. Packet Page. 928 14 3.13.5 Confidentiality. All Project Documents, either created by or provided to Designer in connection with the performance of this Agreement, shall be held confidential by Designer to the extent they are not subject to disclosure pursuant to the Public Records Act. All Project Documents shall not, without the written consent of City, be used or reproduced by Designer for any purposes other than the performance of the Services. Designer shall not disclose, cause or facilitate the disclosure of the Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Designer which is otherwise known to Designer or is generally known, or has become known, to the related industry shall be deemed confidential. Designer shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City. 3.14 Indemnification. 3.14.1 To the fullest extent permitted by law, Designer shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Designer, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Designer’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Designer's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Designer, the City, its officials, officers, employees, agents, or volunteers. 3.14.2 If Designer’s obligation to defend, indemnify, and/or hold harmless arises out of Designer’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Designer’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Designer, and, upon Designer obtaining a final adjudication by a court of competent jurisdiction, Designer’s liability for such claim, including the cost to defend, shall not exceed the Designer’s proportionate percentage of fault. 3.15 Insurance. Designer shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Designer shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. 3.15.1 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, Designer shall, at its expense, procure and maintain in full force and effect for the duration of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Designer agrees to amend, supplement or endorse the policies to do so. 3.15.2 Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Designer’s and its Packet Page. 929 15 subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 3.15.3 Commercial General Liability (a) The Designer shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (b) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (c) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (d) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (e) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. 3.15.4 Automobile Liability (a) At all times during the performance of the work under this Agreement, the Designer shall maintain Automobile Liability Insurance for bodily injury and Packet Page. 930 16 property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (b) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (c) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status. (d) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. 3.15.5 Workers’ Compensation/Employer’s Liability (a) Designer certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (b) To the extent Designer has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Designer shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Designer shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this Section. 3.15.6 Professional Liability (Errors and Omissions) (a) At all times during the performance of the work under this Agreement the Designer shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Designer. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. 3.15.7 Privacy/Network Security (Cyber (a) At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code. Packet Page. 931 17 3.15.8 Minimum Policy Limits Required (a) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (b) Defense costs shall be payable in addition to the limits. (c) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. 3.15.9 Evidence Required (a) Prior to execution of the Agreement, the Designer shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. 3.15.10 Policy Provisions Required (a) Designer shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Designer shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Designer shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (b) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Designer’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. Packet Page. 932 18 (c) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Designer shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Designer shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (d) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Designer or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Designer hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Designer from liability in excess of such coverage, nor shall it limit the Designer’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. 3.15.11 Qualifying Insurers (a) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 3.15.12 Additional Insurance Provisions (a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Designer, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Designer pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Designer or City will withhold amounts sufficient to pay premium from Designer payments. In the alternative, City may cancel this Agreement. (c) The City may require the Designer to provide complete copies of all insurance policies in effect for the duration of the Project. Packet Page. 933 19 (d) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 3.15.13 Subconsultant Insurance Requirements (a) Designer shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Designer, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.16 Records. Designer shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Designer shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Designer shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement. 3.17 Standardized Manufactured Items. Designer shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City’s criteria to the extent such criteria do not interfere with building design. 3.18 Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described herein. Any additional or subsequent construction at the site of the Project, or at any other City site, will be covered by, and be the subject of, a separate Agreement for design services between City and the designer chosen therefor by City. 3.19 Mediation. Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the parties. 3.20 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Designer shall not assign or transfer by operation of law or otherwise any or all of its rights, Packet Page. 934 20 burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 3.21 Asbestos Certification. Designer shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos-containing material or other material deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Designer prepares for the Project. Designer shall require all consultants who prepare any other documents for the Project to submit the same written certification. Designer shall also assist the City in ensuring that contractors provide City with certification, in writing and under penalty of perjury, that to the best of their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. These certifications shall be part of the final Project submittal. Designer shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included. 3.22 No Third Party Rights. This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein. 3.23 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in San Bernardino County. 3.24 Exhibits and Recitals. All exhibits and recitals contained herein and attached hereto are material parts of this Agreement and are incorporated as if fully set forth. 3.25 Severability. Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. 3.26 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 3.27 Safety. Designer shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Designer shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed. Packet Page. 935 21 3.28 Harassment Policy. Designer shall provide a copy of the City's Harassment Policy to each of its employees assigned to perform the tasks under this Agreement. Designer shall submit to the City's Personnel Manager a statement signed by each of its employees who are assigned to perform the Services under this Agreement certifying receipt of City's Harassment Policy and certifying that they have read the Harassment Policy. A finding by the City that any of Designer's employees has harassed a City employee shall be grounds for appropriate discipline, up to and including such employee's removal from performance of this Agreement at City's request. 3.29 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, California 92401 Attn: Azzam Jabsheh, City Engineer With a Copy to: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney DESIGNER: TR Design Group, Inc. 2900 Adams St., Studio A-400 Riverside, CA 92504 Attn: Thomas Riggle, President Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.30 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.31 City’s Right to Employ Other Consultants. City reserves right to employ other consultants, including designers, in connection with this Project or other projects. 3.32 Prohibited Interests. Packet Page. 936 22 3.32.1 Solicitation. Designer maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Designer, to solicit or secure this Agreement. Further, Designer warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Designer, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. 3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.33 Equal Opportunity Employment. Designer represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal or state law. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Designer shall also comply with all relevant provisions of City’s minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.34 Labor Certification. By its signature hereunder, Designer certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.35 Subcontracting. As specified in this Agreement, Designer shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement. 3.36 Supplemental Conditions. Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference. 3.37 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 3.38 Entire Agreement. Packet Page. 937 23 This Agreement, with its exhibits, contains the entire agreement of the parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the parties hereto. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all parties hereto. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 938 24 SIGNATURE PAGE FOR DESIGN SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TR DESIGN GROUP, INC. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton, City Manager ATTESTED BY: Genoveva Rocha, CMC, City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney TR DESIGN GROUP, INC. Signature Name Title Packet Page. 939 Exhibit C-1 Packet Page. 940 © 2024 TR DESIGN GROUP, INC. ALL RIGHTS RESERVED RFP F-24-1009 POLICE STATION LOCKER ROOM RENOVATION CITY OF SAN BERNARDINO 201 N. E STREET, 2ND FLOOR SAN BERNARDINO, CA 92401 ATTN: PURCHASING DIVISION TR DESIGN GROUP, ARCHITECTURE 2900 ADAMS STREET, STUDIO A-400, RIVERSIDE, CA 92504 (951) 742-7179 Packet Page. 941 RE: RFP F-24-1009 POLICE STATION LOCKER ROOM RENOVATION Sincerely, Thomas Riggle, Architect, NCARB, AIA (authorized to submit this proposal) President Dear Eddie, WE’VE DONE THIS BEFORE Thank you for this opportunity. We are a seasoned architectural team with a track record of over two decades in the industry, led by a team of experienced Architects with a collective background spanning over a hundred years. We are currently just completing construction on the Fountain Valley Police Dept. locker room, restrooms, gym and forensics lab project. This is very similar to your project in that it is within the secured area of the building and is also on the second floor, creating some additional challenges. We were also the architects for the Aviation Division Headquarters for the San Bernardino County Sheriff. The project included 12,500 SF of locker and shower facilities, similar to your project. BROAD PUBLIC AGENCY EXPERIENCE Approximately 50% of our work annually is public / agency work. As such, we are familiar with Code and Accessibility requirements as well as public bidding, grant, and Prevailing Wage issues. We also have a California Certified Access Specialist (CASp) on-staff. Additionally, we’ve completed a number of Public Safety projects including police facilities, fire stations, and gym facilities. QUALITY PROJECTS : ON-TIME DELIVERY It is what we are about and how we approach each project. We work to develop strong Client-Architect relationships based on trust and integrity. We are ready to go! With your approval, we can get started right away. July 18, 2024 EXECUTIVE SUMMARY 1 Eddie Mendez, Principal Engineer City of San Bernardino Public Works Department Engineering Division 201 N. E Street, 2nd Flr, San Bernardino, CA 92401 P: (909) 384-5140 ext. 3608 mendez_ra@sbcity.org Thomas Riggle, President Main Contact TR Design Group, Inc. (Legal Name) 2900 Adams St., Studio A-400, Riverside, CA 92504 p: (951) 742-7179 thomas@trdesigngroup.com Packet Page. 942 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY 2. TABLE OF CONTENTS 3. FIRM IDENTIFICATION 4. STAFFING RESOURCES A. FIRM STAFFING & KEY PERSONNEL B. SUBCONTRACTORS 5. FISCAL STABILITY 6. EXPERIENCE & TECHNICAL COMPETENCE A. EXPERIENCE B. PROJECT SPECIFIC EXPERIENCE C. TECHNICAL COMPETENCE 7. APPROACH 8. FEE PROPOSAL 9. INSURANCE 10. LITIGATION 11. OTHER INFORMATION 12. CERTIFICATION OF PROPOSAL 13. APPENDIX 2 Packet Page. 943 TR Design Group, Inc. is an award-winning, full-service, quality architecture and design firm. Beginning in 1999 with the now-president, Thomas Riggle, the firm is a California S-Corporation incorporated in 2005. Our legal name is TR Design Group, Inc. dba as TR Design Group, Architecture. Contact and Company address: Thomas Riggle, President 2900 Adams Street, Studio A-400 Riverside, CA 92504 (951) 742-7179 www.trdesigngroup.com CA Business Lic# 2779304 DIR# PW-LR-1000755224 / Small Bus. #58922 We have experience and history throughout Southern California. Our firm has a staff of 10 employees. Your main contacts will be licensed architects with significant depth and maturity. Our experience includes various Public Safety projects for these agencies / divisions: Riverside County Sheriff Riverside County DA Riv. Co. SWJC Juv. Court City of Fountain Valley PD City of Hemet Fire City of Temecula Fire City of Menifee Fire City of Riverside SCCC Fire District City of Moreno Valley PD Riv. Co. Larry D. Smith Correctional Facility SBIAA - Sheriff’s Aviation Division We are very familiar with public bidding, prevailing wage requirements and agency driven projects. Additionally, many of our agency projects were/are grant funded projects requiring deadline adherence to maintain funding. We met all critical initial deadlines to maintain their funding. We have extensive public project experience, spanning over 20 years, which will provide the City of San Bernardino with a strong Architectural resource on your Police Station Locker Room Renovation project. FIRM IDENTIFICATION 3 Packet Page. 944 Our team of 11 has tremendous depth and strength. From design, to detailing and into construction, your project will be lead by experienced Architects. Our team also includes a Certified Access Specialist (CASp). Following is an overview of our key staff. Thomas Riggle, AIA President, Architect of Record, Design & Direction / Contact during Contracts Skills and responsibilities: Design and direction; contract negotiations; presentations; leadership Relevant experience: With 35 years’ of experience, Thomas has successfully led numerous significant projects through Program, Design and into Construction. Xavier Adrian Senior Project Manager Skills and responsibilities: Project Management, Construction Administration, Permitting Relevant experience: Xavier has over 30 years’ experience in Architecture. He has lead his own design firm and been actively involved in construction projects of various scales including a recent $ 39M private project. Additionally, he has completed projects for the City Halls at Glendale, Santa Monica and Commerce. James Horecka, AIA, CASp Production Manager / Senior Architect / QA & Accessibility Review Skills and responsibilities: Drawings Production, QA/QC review at each phase, Code Research, constructibility and accessibility reviews. Relevant experience: James has over 40 years’ experience in Architecture. Past projects include public venues, accessibility compliance projects, commercial and institutional projects. He is currently working on several accessibility-related projects for the County of Riverside. Richard Jaeger, AIA Senior Architect Skills and responsibilities: Design, BIM, construction documents, code analysis, consultant coordination, and project flow Relevant experience: Rick has over 35 years’ experience in Architecture. Past projects include City Halls, libraries, community centers, educational environments, and office projects. Related projects: Temecula Fire Sta. No. 73 renovation, SBIAA Sheriff’s Aviation Facility, SCCCFD Fire Sta.’s Los Altos, Los Gatos & Seven Springs STAFFING RESOURCES Firm Staffing & Key Personnel a. 4 Packet Page. 945 resume TR Design Group, Inc.’s founder has over 34 years of experience in agency, civic, cultural and educational projects. He is responsible for all projects’ visioning, design and direction as well as overall management of the firm. He founded TR Design Group in 1999. Thomas Riggle President, Architect AIA, NCARB, USGBC-IE EDUCATION Bachelor of Arts in Architecture Iowa State University 1987 REGISTRATION Licensed California Architect, #C24877 NCARB Certified 2018 Experience Police and Fire Experience ▪SBIAA Sheriff’s Aviation Division EOC and Offices, SBIAA San Bernardino ▪City of Fountain Valley Fountain Valley Police Dept., Locker/Rest Rooms, Training Room / Gym, CSI Labratory ▪City of Moreno Valley Sunnymead Ranch Fire Station No. 48 Remodel and Expansion Sheriff’s Department Traffic Division Offices Sheriff’s Department Ballistic Glass / Lobby TI ▪City of Menifee Fire Station No. 68 Remodel and Expansion ▪County of Riverside Sheriff’s Department Offices, Banning Larry D. Smith Warehouse, Banning District Attorney’s Offices, Banning District Attorney’s Offices, Riverside Southwest Justice Center Juvenile /Dependency Court ▪City of Hemet Fire Station No. 1 - Remodel Fire Station No. 2 - Remodel Fire Station No. 3 - Remodel ▪Santa Clara County Central Fire Protection District Los Gatos Fire Station - Remodel Cupertino Fire Station - Remodel Los Altos Fire Station - Remodel Other Public Agency Projects ▪City of Riverside 311 Call Center ▪Fountain Valley Police TI ▪Fountain Valley, CA Packet Page. 946 Xavier has over 30 years’ experience in Architecture. He has worked with municipalities in the greater LA area, City of Anaheim, City of Avalon, City of Commerce, City of Glendale, City of Hermosa Beach, City of Pasadena, City of Santa Monica, Town of Apple Valley, and the County of San Bernardino. He joined the TR Design team in March. Xavier Adrian Senior Project Manager resume ▪County of Beaumont City Hall Additon ▪County of San Bernardino New Corporate Yard, Apple Valley ▪City of Glendale Community Redevelopment Building Police Museum City Hall & Council Chambers Renovations Park Restrooms Glendale Civic Auditorium Renovation ▪County of Commerce Central Library Major Renovation Council Chambers Renovations ▪City of Santa Monica City Hall Offices Renovation Public Park Restrooms Beach Restrooms ▪City of Hermosa Beach Park Restrooms Public Works Yard Beach Restrooms Community Center Renovations ▪Sunrise Peace Center New Church, Rialto ▪LSSSC A new Community Wellness Campus ▪ Real Journies Academies Entrepreneur High School, Fontana New Vision Middle School EDUCATION Bachelor of Arts in Architecture Sci-ARC REGISTRATION USGBC-IE, Government Affairs AIA-IE, Member American Library Association Experience Packet Page. 947 resume James has over 40 years’ experience and a subject matter expert in the following: Disabled access compliance, means of egress, architectural building codes, Cal-OSHA, specialty roofing and constructibility. James’ will provide technical direction during construction drawings as well as QC Reviews. James Horecka Senior Architect, AIA, CASp QA / QC EDUCATION Bachelor of Arts in Architecture California Polytechnic State University SLO 1983 REGISTRATION Licensed California Architect, #C23689 Certified Access Specialist Cert. #CASp-951 Experience ▪Lutheran Social Services Community Wellness Campus for Homeless, San Bernardino ▪County of San Bernardino Lucerne Valley Community Center Renovation ▪County of Riverside First 5 Tenant Improvements / Expansion 2nd Floor District Attorney’s Office TI 4th Floor CAC Restrooms TI ▪City of Temecula Ronald Reagan Sports Park Accessibility Upgrades ▪Disneyland Park-wide Accessibility and Compliance Fantasyland & Hyperion Theaters, Toontown Walt’s Apartment, Star Wars Galaxy’s Edge Specialized Fall Protection and OSHA Production Shops and Storage ▪CASp / Peer Review Experience: Rancho Bernardo Public Library Park-wide Accessibility, Disneyland Restroom Assessments, Disneyland Golden Triangle Medical, Murrieta ▪Private Doctor’s Medical Park Buildings, Temecula Plaza Rio Vista Medical Offices, Temecula Print Shop Building, Romoland Multi-Tenant Office Buildings Industrial Buildings, Murrieta Nemax Industrial Park, Murrieta Autopia, Murrieta Packet Page. 948 resume Rick is a quality designer as well as an experienced technical Architect who will coordinate all phases of the construction drawings. His calm demeanor and methodical approach are valuable traits for preparing clear and thorough construction drawing packages. He joined TR Design Group in 2007. Richard Jaeger Project Architect, AIA, ICC - B3 EDUCATION Bachelor of Arts in Architecture Cal State Long Beach 2013 REGISTRATION Licensed California Architect, #C34066 ICC - B3 Certified Building Plans Examiner Experience ▪City of Fountain Valley Police Station Locker Rooms & Restrooms, Training Room / Gym, CSI Laboratory ▪County of Riverside Banning DA Office Renovation Parks Dept. HQ Renovation and Expansion Woodcrest Library Expansion RCIC 1st Floor Tenant Improvements RCIC 4th Floor Tenant Improvements EDA Health Lab ▪City of Riverside Bourns Youth Innovation Center Ysamel Villegas Community Center Dales Sr. Center Renovation ▪City of Temecula Fire Station 73 Gym and Apparatus Bay ▪City of Menifee Fire Station 68 Renovation and Expansion ▪Santa Clara County Los Gatos Fire Station Kitchen Remodel Seven Springs Fire Station Kitchen Remodel Los Altos Fire Station Kitchen Remodel ▪City of Moreno Valley New Marquee Sign Iris Brnach Library ▪City of Hemet Fire Stations 1, 2 & 3 Kitchen Renovations ▪Riverside-Corona Resource Conservation District New Agricultural Field Office ▪County of San Bernardino Trona Library Renovation Packet Page. 949 Subcontractors b. STRUCTURAL ENGINEERING DCSE Associates, Inc. 1744 W. Katella Ave., Ste. 107, Orange, CA 92687 (714) 997-1145 Contact: Winnie Sullivan MECHANICAL, ELECTRICAL, PLUMBING ENGINEERING Design West Engineers 412 E. Vanderbilt Way, San Bernardino, CA 92408 (909) 890-3700 Contact: Steven Johnson, Dir. of Mechanical / P.E. PHOTO DOCUMENTATION OC View, LLC - Multivista 1730 East Holly Ave., Ste. 730, El Segundo, CA 90245 (310) 963-6061 Contact: Jeff Dalglish COST ESTIMATING RWCC - Richard Warsinger Construction Consulting 3456 Guido Street, Oakland, CA 94602 (510) 530-5921 Contact: Richard Warsinger SPECIFICATIONS HALL | AEC 1239 Belgrave Place, Charolette, NC 28203 (704) 334-2101 Contact: Walter Scarborough, FCSI Packet Page. 950 FISCAL STABILITY 5 Basis: Accrual TR Design Group Profit and Loss Statement Page 1 Thursday, March 28, 2024 Other Income TOTAL OTHER INCOME OTHER INCOME Other Expenses Travel & Entertainment Outside Services Marketing & Business Development Professional Services Business Insurance & Taxes General Office Facilities Payroll Related Expense/Fringe Bonuses & Incentives Indirect Labor Cost TOTAL EXPENSES EXPENSES NET OPERATING INCOME Nonbillable Cost of Services TOTAL NONBILLABLE COST NONBILLABLE COST Billable Cost of Services Direct Labor TOTAL BILLABLE COST BILLABLE COST TOTAL COST OF SALES COST OF SALES Professional Services Billed TOTAL INCOME INCOME GROSS MARGIN NET INCOME (LOSS) 6,886 6,886 107,203 1,281 32,936 10,466 49,510 50,096 66,887 32,350 219,767 32,000 280,999 883,496 774,217 572 572 439,354 771,028 1,210,382 1,210,954 2,868,667 2,868,667 1,657,713 781,103 YTD Balance CON F I D E N T I A L 12/31/2023 TR Design Group requested but has not yet received our Dun and Bradstreet Credit Report. Additionally, we do not have audited financials. These financials are what was used for our 2023 taxes and we hope they are sufficient to demonstrate our financial stability. We've been in business and profitable consistently since 2003. Packet Page. 951 FISCAL STABILITY 5 Basis: Accrual TR Design Group Balance Sheet Thursday, March 28, 2024 Assets :120:21/10 1615 Accumulated Depreciation - PPE -203,447.29 1613 Computer Software 96,324.59 1612 Computer Hardware 123,241.97 1611 Furniture & Fixtures 14,253.60 1610 Fixed Assets 12,293.45 Total Equipment & Fixed Assets 42,666.32 Equipment & Fixed Assets TOTAL NON-CURRENT ASSET 42,666.32 NON-CURRENT ASSET 1330 Work In Progress - Consultants -966.00 1320 Work In Progress - Expenses -19.50 1310 Work In Progress- Labor 985.50 Total Work In Progress .00 1410 Prepaid Expenses 147.15 1240 Security Deposits 2,934.51 Total Other Current Assets 3,081.66 Other Current Assets 1200 Accounts Receivable 469,725.48 Total Receivables 469,725.48 Receivables 1020 Bank Account - Savings 150,053.94 1010 Bank Account - Checking 37,391.26 Total Cash 187,445.20 Cash TOTAL CURRENT ASSET 660,252.34 CURRENT ASSET TOTAL ASSETS $ 702,918.66 Assets Net Income 781,103.08 3900 Retained Earnings 1,671,521.42 Total Capital 2,452,624.50 Capital TOTAL RETAINED EARNINGS 2,452,624.50 RETAINED EARNINGS 3800 Paid-in-Capital 127,065.68 3100 Profit Distributions -2,178,690.54 Total Capital -2,051,624.86 Capital TOTAL EQUITY -2,051,624.86 EQUITY 2002 Salaries Payable 18,588.16 Total Payroll Payables 18,588.16 Payroll Payables 2021 Chase Ink 5630 1,403.00 2000 Accounts Payable 128,855.62 Total Current Payables 130,258.62 Current Payables 2300 Client - Prepaid Retainer 153,072.24 Total Other Current Liabilities 153,072.24 Other Current Liabilities TOTAL CURRENT LIABILITY 301,919.02 CURRENT LIABILITY TOTAL LIABILITIES AND EQUITY $ 702,918.66 Liabilities and EquityCON F I D E N T I A L Packet Page. 952 (i) TR Design Group has all the staff and skills necessary to meet the goals of the City and fulfill the functions to successfully complete this project. Below are various related projects that show our experience and technical competence for both Police and Fire Departments, along with a University Sports Facility. (ii) City of Menifee: • Fire Station 68 Renovation and Expansion City of Fountain Valley • Police Locker Rooms & Restrooms • Fire Sta. No. 2 Apparatus Bay** Included Project Management City of Moreno Valley: • Fire Station No. 48 Renovation and Expansion • Police Traffic Division & Ballistic Glass Public Counter San Bernardino International Airport: • New Sheriff’s Aviation Facility City of Temecula: • Fire Sta 73 Generator Pad, Gym & Apparatus Bay Santa Clara County Central Fire Protection District • 3 Fire Station Kitchen Remodels City of Hemet: • 3 Fire Station Kitchen Remodels California Baptist University • Baseball and Softball Facility (iii) TR Design Group - 1999 / Incorporated in 2005 (iv) see next page (v) TR Design Group is currently working with the City of San Bernardino on a $28M project for a new Homeless Campus for Lutheran Social Services. EXPERIENCE AND TECHNICAL COMPETENCE Experience a. 6 Packet Page. 953 SBIAA - Sheriff’s Aviation - A new 55,000 SF maintenance and storage hangars for the rotary and fixed-wing aircraft as well as a 12,500 SF EOC operations facility. New offices, lockers, situation and community rooms for emergency and search and rescue operations. Reference: Mark Gibbs (909) 382-4100 mgibbs@sbdairport.com (iv) Fountain Valley Police Dept., Fountain Valley - Major renovation to the Police Department Headquarters including Locker and Restrooms, crime lab, gym, offices, MEP systems, and ADA improvements. Reference: Temo Galvez (714) 593-4517 Temo.Galvez@fountainvalley.org County of Riverside - Banning District Attorney Offices TI - This 11,500 s.f. remodel included a complete gut and renovation of the existing 1960’s facility. The project was completed record time from initial design to move-in in just under 5 months. Reference: Blanca Limon Project Manager III blimon3@gmail.com Packet Page. 954 FOUNTAIN VALLEY POLICE DEPARTMENT This renovation project came back from bidding with a 0.3% variance in the top 3 bidders and is currently in construction. It involves new locker rooms, restrooms, CSI Lab and workout room for the Department. Their current force is over 90 personnel with 62 officers. renovation Project involved Architectural, Accessibility, Mechanical, Plumbing, Electrical and Structural upgrades along with temporary conditions during construction. Bid: $ 3.4M A&E Fee: $ 307, 258 Project dates: June 2019 - Currently in construction Contact: Temo Galvez - Deputy Dir. of Public Works City of Fountain Valley (714) 593-4517 Email: temo.galvez@fountainvalley.org Project Specific Experience b. i. SAN BERNARDINO INTL. AIRPORT AUTHORITY SHERIFF’S AVIATION DIVISION Project included a new 27,500 s.f. maintenance hangar, a 22,500 s.f. storage hangar and 11,500 s.f. of offices for the new Sheriff’s Aviation Operations Facility. This includes situation and community rooms for emergency operations and search and rescue operations. The Sheriff’s operations offices include emergency communications systems, lockers and weapons storage. Bid: $10.4M A&E Fee: $ 835,600 Project dates: September 2013 - September 2016 Contact: Mark Gibbs, Director of Aviation SBIAA (909) 382-410 mgibbs@sbdairport.com CALIFORNIA BAPTIST UNIVERSITY BASEBALL AND SOFTBALL FACILITY A new approximately 15,000 - 20,000 s.f. field house athletic building for the University’s Baseball and Softball teams. It includes extensive lockers, showers and restroom facilities on both levels. Bid: $ 15.9 M A&E Fee: $ 1.2M Project dates: April 2022 - Currently in construction Contact: Mark Howe - VP of Finance & Administration California Baptist University (951) 343-4211 Email: mhowe@calbaptist.edu Packet Page. 955 TR Design Group, Inc. has NOT: (a) Had a failure to enter into a contract or professional services agreement once selected. (b) Withdrew a proposal as a result of an error. (c) Terminated or failed to complete a contract. (d) Been debarred by any municipal, county, state, federal or local agency. (e) Been involved in litigation, arbitration or mediation. As a firm or it’s principals been convicted for violating a state or federal antitrust law by bid or proposal rigging, collusion, or restrictive competition between bidders or proposers, or conviction of violating any other federal or state law related to bidding or professional services performance. Knowingly concealed any deficiency in the performance of a prior contract. (f) Falsified information or a submission of deceptive or fraudulent statements in connection with a contract. (g) Had willful disregard for applicable rules, laws or regulations. b. ii. Technical Competence c. Teamwork of our multi-disciplinary staff and an integrated effort by our entire architecture and engineering consulting team help us to produce quality sets of drawings, resulting in fewer change orders and an overall lower project cost. Regarding Technical Competence, we use several technologies to assist in the delivery of projects. Newforma is an integrated project management platform that provides our office with increased communication and organization workflows as well as a databased project history. It also integrates with Procore. Deltek Ajera provides us with up-to-the-minute project status and progress reports for managing deadlines. We use Revit (BIM) for most projects and Bluebeam Studio, which allows for markup and collaboration between teams in real time. Packet Page. 956 Your Police Locker room project is fairly straightforward, in that the objectives for it are clear. Renovate the restrooms, update the lockers, finishes and materials, provide as many lockers as possible, and rework the restrooms and showers to meet accessibility requiremetns. Of note, our past experience with projects like this, tell us that both “non-gender” facilities may create a “third” restroom/locker room. And, it will be imnprtant to discuss temporary facilities, as this is key to keeping the department operational while the facility is under construction. We have thoughts for that but will need to review key objectives with you as to security, other facilities within the building, and potentially off-site facilities. Thankfully, we are well qualified and have completed other projects very similar in scope. We know the steps and can take the ball and run with it. We will develop and deliver a comprehensive project in cooperation with you. PHASE 01 – PLANNING PHASE / EX. DRAWINGS / CODE REVIEW Your existing site and building plans are a great place to start. There are important site studies and investigations that need to take place prior to starting Schematic drawings. Additionally, we need to review the Program with you as this will determine what “success” looks like later in the project. We will first meet with you for the kick-off meeting, and to introduce the team. First, we want to meet with and establish a relationship with your team and your Project Manager. Our goal will be to clarify communications, distribution lists and “who to call when”. We will create a Project Team list and distribute contact information for our team to all appropriate members, including our President, Thomas Riggle’s cell phone number. We will make ourselves available to you and have multiple possible contacts so you can reach one of our team members when it’s urgent. We will analyze the existing conditions, your current design plans, and the related supporting information. Our MEP engineers are in San Bernardino and will meet with us at the site to begin determining Points of Connection and existing services. We will also then review those drawings and files for constructibility, code and other issues. This will help us to finalize the design. We will have a photo documentation company photo doc the Area of Work. This will reduce the number of trips needed for information gathering and will be a reference for future work. PHASE 02 - SCHEMATIC DRAWINGS Then, with your input and code issues in hand, we will prepare concept drawings that illustrate the potential new layouts and how to improve the locker rooms and restrooms. We will solve the problems and present ideas to you. We will work with you to refine the concepts. After the CIty approves the conceptual floor plan, we will then select materials and finishes and design the spaces. The materials will be provided to you in physical form as well as 3D renderings of the spaces to better illustrate the designs and receive your approval. APPROACH 7 Packet Page. 957 PHASE 04 CONSTRUCTION DOCUMENTS From the Schematic Design approval, we will prepare the Construction Documents (drawings and specifications) for bid, permit and construction. Detailed drawings and schedules will be prepared for Architectural, Structural (very limited), Mechanical, Plumbing and Electrical systems. Our engineers are right in San Bernardino so site access and driving over to see field conditions is not a concern. We will work with our consultants for inter-disciplinary coordination. At this point we will need final selections for all equipment, furniture and items to be included in the building and/or the General Contractor’s Scope of Work. Green Code requirements, and other Code Requirements will be incorporated into the plans to demonstrate Code Compliance to the AHJ. QUALITY PLANS We thoroughly review every set of drawings through our rigorous QAQC. As part of our team, James Horecka will do this review. He has done QAQC reviews for 40+ years. He is also a Certified Access Specialist, which means he is consistently involved throughout the development of our plans to confirm clearances and accessibility, and carefully reviewing plans for compliance. We are committed to quality and will review the documents for coordination, accessibility and constructibility issues prior to bid with the goal of reducing issues in the field and Change Orders during construction. PHASE 08 PLAN CHECK SUBMITTAL We have extensive experience in securing agency approvals and permits and work closely with many agencies. We will start early, meet with Building and Safety, Fire and Public Works and determine their requirements to facilitate a smooth permitting process. We anticipate these plans will be checked by Jim Rossman at the County’s Facilities and not through TLMA. TR Design Group can assist the County in issuing plans for bid, although this was not requested and not currently in the contract. If Project Management is selected this can be included. Typically the County prepares their front-end and we support that with drawings and specs. Additionally, most agencies post and advertise projects for bid through the bid boards. We will assist during bid for RFI’s and Addenda, if any. Packet Page. 958 PHOTO DOCUMENTATION (OPTIONAL AND ADDITIONAL) As part of the service for your project, we have a third-party photo documentation company that will photo doc during construction. This service will include regular on-site GPS enabled location-specific photos and system specific milestone measurable photos. We have included this service for the beginning of the project to document the existing conditions and an optional regular / static photo doc during construction. Clients who have used this service have found it to very be valuable to “see inside” the building after construction is complete. PHASE 05 CONSTRUCTION BID SUPPORT We will assist you in issuing the plans for public bid. We will attend the Pre-Bid meeting and be available for RFI’s and Addenda, if needed. PHASE 06 CONSTRUCTION SUPPORT We can provide Construction Support up to the hours included in our proposal, including the review of shop drawings and submittals, confirm that products and equipment meet specified requirements. TR Design Group can review (and challenge) any changes in products and materials for equivalency. Regular site visits and meetings will be attended to review progress and expedite information for the GC. We can also then assist with the punch-list review. We regularly assist agencies with Construction Administration. PHASE 07 POST CONSTRUCTION SERVICES We will receive and distribute the as0built drawings from the GC. From those clear, organized and legible as-builts, we will revise our drawings for the record sets. Any information received from the GC will be provided to the City for your records. Typically the warranty and manuals go direct to the agency. Packet Page. 959 FEE PROPOSAL FEE AND PHASING/ FUNDING SCHEDULE B. 8 Packet Page. 960 Principal / Principal Designer $275 Project Architect / Senior Project Manager $225 Architect / Project Manager $195 Permit Specialist / Project Coordinator $180 Job Captain / Senior Draftsman $155 Draftsman $135 Clerical $ 75 ANNUAL INCREASE An increase of not more than 5% shall be included for multi-year contracts and shall initiate at the beginning of each calendar year. SUB-CONSULTANT COSTS: All Consultants (if engaged as part of the Scope) including, but not limited to, civil, landscape, structural, mechanical, plumbing and electrical engineering shall be a multiple of one and one and fifteen one-hundredths (1.15) times the amounts billed to the Arc hitect for such services. REIMBURSABLE EXPENSES FOR REIMBURSABLE EXPENSES, a multiple of one and fifteen one hundredths (1.15) times the expenses incurred by the architect, the architect’s employees and consultants in the interest of the project. Reimbursable expenses include expenses incurred by the architect in the interest of the project for: Expense of transportation and living expenses in connection with out-of-town travel authorized by the owner. Mileage will be billed at the current federal government rate at the time of the expense; conference-call charges for our service at a rate of $25/hour; postage and handling of drawings, specifications and/or documents; fees paid for securing approval of authorities having jurisdiction over the project; reproductions/ blueprint/copies: Cost + 15%. Per-item costs: In-house color copy, 8.5 x 11: $1; in-house color copy, 11x17: $2. Plotting -- full sheet, $5; half sheet, $1; CD, $2; DVD, $5; high-resolution aerial photos, $50. Expense of overtime work requiring higher-than-regular rates, as authorized. Renderings and models requested by the owner. ADDITIONAL SERVICES None ADDITIONAL CONSULTANTS None COMPENSATION RATES AND REIMBURSABLE EXPENSES C. Packet Page. 961 INSURANCE 9 Packet Page. 962 TR Design Group has no litigation for any claims filed by our firm or against our firm related to the provision of Services in the last five (5) years. LITIGATION 10 Packet Page. 963 b. COMMUNITY INVOLVEMENT Community Involvement is not anticipated to be needed for this project, but we have included the meetings as requested with the City and / or departments. c. PREVIOUS INVOLVEMENT WITH THE CITY TR Design Group currently has two active projects in the city of San Bernardino, one of which is a grant funded project where the City of San Bernardino is a partner to our client on the project. d. STATEMENT TR Design Group has no conflicts of interest in connection with providing the Services in this RFP. Packet Page. 964 The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP. Sincerely, Thomas Riggle, Architect, NCARB, AIA President CERTIFICATION OF PROPOSAL 12 Packet Page. 965 3.15.3 Commercial General Liability (b): “Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent”. TR Design currently maintains Commercial General Liability insurance with Insurance Services Office BusinessOwners Coverage Form BP 0003 07/13 which may or may not be considered equivalent by the City. 3.15.3 Commercial General Liability (c): “The policy shall contain no endorsements or provisions limiting coverage….or (4) contain any other exclusion contrary to the Agreement. “ There are a number endorsements included in each policy. A complete list of forms and endorsements for each policy is available for review at your request. 3.15.3 Commercial General Liability (d): “The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.” TR Design currently maintains general liability insurance with Blanket Additional Insured coverage included in form BP 79 96 09 16 BusinessOwners Liability Extension Endorsement for ongoing operations (i.e CG2010) only. Completed Operations (i.e. CG2037) additional insured coverage may be available for an additional premium subject to carrier approval. We can obtain an insurance quote for completed ops additional insured status at your request. 3.15.4 Automobile Liability (a): “At all times during the performance of the work under this Agreement, the Designer shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.” TR Design currently maintains Hired Auto and Non-Owned Auto Liability coverage. TR Design does not currently have “Owned” auto coverage. If TR Designs, Inc. owns any vehicles, we can obtain an insurance quote to add this coverage at your request. 3.15.4 Automobile Liability (b): “Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).” TR Design currently maintains Auto Liability insurance with Insurance Services Office Coverage Hired Auto (Symbol 8) and Non-Owned Auto Liability (Symbol 9) Form BP 0686 05/17 which may or may not be considered “at least as broad” by the City. TR Design does not currently have owned autos so “any auto” and/or “owned auto” coverage is not available. If TR Designs, Inc. owns any vehicles, we can obtain an insurance quote to add this coverage. APPENDIX 13 Packet Page. 966 3.15.6 Professional Liability (Errors and Omissions): “…This insurance shall be endorsed to include contractual liability applicable to this Agreement…” TR Design currently maintains Professional Liability coverage with the following exclusion verbiage “Liability of Others Assumed by Contract. The liability of others assumed by any Insured under any contract or agreement unless such liability arises as a result of a Breach of Professional Duty and would have existed absent such contract or agreement.” 3.15.7 Privacy/Network Security (Cyber) (a): “ At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code.” TR Design does not currently maintain separate Cyber Liability coverage to meet these requirements. We can obtain an insurance quote for this coverage at your request. 3.15.8 Aviation and/or Drone Liability (a): “At all times during the performance of the work under this Agreement, the Designer shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City.” TR Design does not currently have Aviation or Drone Liability coverage. If TR Designs, Inc. owns any aircraft/drones, we can obtain an insurance quote to for this coverage. 3.15.11 Policy Provisions Required (a): “Designer shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Designer shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium.” 30 Day Notice of Cancellation is not available on the Business Owners (Auto) policy. We are able to provide HUB approved 30 Day Notice of Cancellation wording with 10 Days for Non-Payment to the Certificate of Insurance. Packet Page. 967 DIVERSITY QUESTIONNAIRE AND GOALS FORM Packet Page. 968 Attachment 3 Projec t Loc ation 200 ft N ➤➤ N Image Lands at / Copernic us Image Lands at / Copernicus Image Lands at / Copernicus Packet Page. 969 1 9 8 6 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Lynn Merrill, Director of Public Works, Operations, and Maintenance Department:Public Works Subject:Approve Stop Sign Installation on Harwick Drive & Wier Road and 13th Street and Sierra Way (Ward 2, 3) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-226, authorizing the City Manager or designee to amend the City’s Master List of certain streets or portions thereof as through highways and authorizing the establishments of Stop control at the following intersections: a. Harwick Drive & Wier Road (Ward 3) b. 13th Street and Sierra Way (Ward 2) Executive Summary: The installation of stop signs at the intersections of Harwick Drive and Wier Road, as well as 13th Street and Sierra Way, is necessary due to sight-distance concerns. These intersections currently present visibility challenges that increase the risk of collisions and compromise pedestrian safety. By installing stop signs, we aim to mitigate these concerns and improve overall traffic safety. The stop signs will help control traffic flow, reduce the likelihood of accidents, and enhance pedestrian protection by addressing the sight distance issues without the need for further modifications to the intersections. This measure offers a practical and immediate solution to ensure safer conditions for all road users. Background Staff received a citizen request to evaluate the installation of stop signs at the following intersections: a. Harwick Drive & Wier Road (Ward 3) b. 13th Street & Sierra Way (Ward 2) Packet Page. 970 1 9 8 6 The City follows the guidelines established in the California Manual of Uniform Traffic Control Devices (CA MUTCD) for stop sign placement. According to these guidelines, a stop sign is recommended for the minor street at a four-way intersection or at the terminating street of a T-intersection when certain conditions are met to clarify and regulate the right-of-way. Key factors considered for the installation of stop signs include traffic volumes, pedestrian activity, visibility, and accident history. Discussion Harwick Drive & Wier Road: Harwick Drive is a local street that connects Hunts Lane and Wier Road, with a posted speed limit of 25 MPH. Colony Park, located on both sides of Harwick Drive, features a midblock crosswalk equipped with a flasher to facilitate safe pedestrian access between the north and south sides of the park. Wier Road, another local street, stretches from South Waterman Avenue to Washington Street and is lined with residential homes, also with a 25 MPH speed limit. After evaluating the traffic conditions at the intersection of Harwick Drive and Wier Road, staff determined that installing stop signs would help clarify right-of-way rules. The stop signs are also recommended to address sight distance concerns, which may be influenced by factors such as landscaping, walls along property lines, or the road's curvature. These actions are intended to enhance safety and visibility at this intersection. The table below identifies the types of sight distance issues found at the intersection. All-way stop sign installation can be justified if one of four conditions is met: 1. State Warrant for Multi-Way Stop Control (A1) 2. State Warrant for Two/One-Way Stop Control (A2) 3. Petition for Local Residential Streets (B) 4. Accident and Safety Warrants for Local Residential Streets (C), both determined by City Administrative Policy. In this case, Warrant A2 was met due to restricted sight distance at the intersection, making the installation of an all-way stop sign necessary to improve safety. 13th Street & Sierra Way: Sierra Way is a secondary arterial street that connects Baseline Street and Highland Avenue, with a posted speed limit of 40 MPH. The area along Sierra Way is primarily made up of single-family homes, with some commercial establishments located 400 Intersection Cause of Visual Impairment Location of Visual Impairment Harwick Drive & W ier Road Line of Sight NW C Packet Page. 971 1 9 8 6 feet north of Baseline Street. Additionally, Lincoln Elementary School is situated 600 feet west of the intersection of 13th Street and Sierra Way. After investigating traffic conditions at this intersection, staff determined that stop signs are necessary to clarify the rules of the road. The stop signs are also recommended to address sight distance issues caused by factors such as corner landscaping, perimeter walls, or the road's curvature, which could affect visibility and safety at the intersection. The table below identifies the types of sight distance issues found at the intersection. An all-way stop sign can be installed if one of four conditions is met: 1. State Warrant for Multi-Way Stop Control (A1), 2. State Warrant for Two/One-Way Stop Control (A2), 3. A petition for local residential streets (B), or 4. Accident and safety concerns for local residential streets (C), based on City Administrative Policy. In this case, Warrant C was met due to accident and safety concerns, making the installation of an all-way stop sign necessary. To implement necessary traffic control measures, the City must designate certain roadways as Through Highways. On August 12, 2024, staff presented the proposed stop sign locations to the City’s Public Safety and Human Relations Commission (PS&HR), which recommended installing all-way stop signs at the intersections of Harwick Drive and Wier Road, and 13th Street and Sierra Way. Based on this recommendation, the City endorses adding stop signs at these locations to enhance traffic safety, improve visibility, and ensure clearer right-of-way rules. As part of this process, the City will rescind Resolution No. 655 and adopt a new Master List to officially designate selected streets as Through Highways and Boulevards. The newly proposed stop signs will be incorporated into this updated list. 2021-2025 Strategic Targets and Goals This project is consistent with Goal No. 3: Improved Quality of Life. The project will utilize City programs to ensure that neighborhoods and business areas are safe Intersection Cause of Visual Impairment Location of Visual Impairment 13th Street & Sierra W ay Line of Sight NW C Packet Page. 972 1 9 8 6 Fiscal Impact The estimated cost to install the “Stop” signs and add pavement markings is $3000 Sufficient funding is included and available in the adopted budget FY 2024/2025 Budget. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, Adopt Resolution 2024-226, authorizing the City Manager or designee to amend the City’s Master List of certain streets or portions thereof as through highways and authorizing the establishments of Stop control at the following intersections: a. Harwick Drive & Wier Road (Ward 3) b. 13th Street and Sierra Way (Ward 2) Attachments 1. Attachment 1 Resolution 2024-226 2. Attachment 2 Resolution 2024-226 Exhibit A – Master List 3. Attachment 3 Location Map-Harwick Dr & Wier Rd 4. Attachment 4 Location Map- 13th St & Sierra Way 5. Attachment 5 Stop Sign Warrant-Harwick Dr & Wier Rd 6. Attachment 6 Stop Sign Warrant – 13th St and Sierra Way Ward: Ward 2 & 3 Synopsis of Previous Council Actions: Click or tap here to enter text. Packet Page. 973 Resolution No. 2024-226 Resolution 2024-226 November 20, 2024 Page 1 of 3 5 6 0 4 RESOLUTION NO. 2024-226 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AMENDING THE CITY’S MASTER LIST OF CERTAIN STREETS OR PORTIONS AS THROUGH HIGHWAYS AND AUTHORIZING THE ESTABLISHEMTNS OF STOP CONTROL AT THE INTERSECTIONS OF HARWICK DRIVE & WIER ROAD, AND 13TH STREET AND SIERRA WAY. WHEREAS, the Traffic Engineering Division of the Public Works Department received a request to evaluate traffic control needs at the intersections of Harwick Drive and Wier Road and 13th street and Sierra Way; and WHEREAS, staff have determined the intersections Harwick Drive and Wier Road and 13th street and Sierra Way meets the warrants for an All -Way stop sign installation at the locations; and WHEREAS, roadways within the City must be designated as Through Highways in accordance with the Vehicle Code of the State of California to meet eligibility for installation of traffic control measures; and WHEREAS, the City previously adopted Resolution No. 655 and subsequent amendments designating various roadways as Through Highways and Boulevards throughout the City; and WHEREAS, the City now rescind Resolution No. 655 of the City of San Bernardino to designate certain streets or portions thereof as through Highways; and WHEREAS, the City now will be adopting Master List to designate certain streets or portions thereof as through Highways and Boulevards throughout the City (Exhibit A) ; and WHEREAS, the City intends to install traffic control in the form of a stop control on these roadway segments to enhance traffic safety at Harwick Drive and Wier Road and 13th street and Sierra Way. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The above recitals are true and correct and are incorporated herein by this reference. Packet Page. 974 Resolution No. 2024-226 Resolution 2024-226 November 20, 2024 Page 2 of 3 5 6 0 4 SECTION 2. The Mayor and City Council hereby add to Exhibit “A” the intersections of Harwick Road and Wier Road and 13th Street and Sierra Way. SECTION 3. The City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 4. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 5. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November, 2024. Helen Tran, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 975 Resolution No. 2024-226 Resolution 2024-226 November 20, 2024 Page 3 of 3 5 6 0 4 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-226, adopted at a regular meeting held on the 20th day of November 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 976 Exibit A EXHIBIT A Reso 655 Index Street Intersecting Street Stop Control 1 Baseline St All Various 1 E St All Various 1 Eucalyptus Ave All Various 1 F Street All Various 1 Highland Ave All Various 1 I Street All Various 1 Mt Vernon Ave All Various 1 Pepper Ave All Various 1 Sierra Way All Various 1 Victoria Ave All Various 1 State College Pkwy All Various 1.2 Acacia Ave 31st St EB, WB 1.2 Acacia Ave 46th St WB 1.4 Arden Ave Piedmont Dr to Pacific St.Various 1.4 Arden Ave Lynwood Dr All Way 1.4 Arden Ave Marshall Blvd All Way 1.5 Arrowhead Ave Orangeshow Rd to Marshall Blvd Various 1.56 Aster St Jasmine St to Sheridan Rd Various 1.57 Atlantic Ave Bangor Ave NB 1.57 Atlantic Ave Colwyn Ave NB 1.6 Beechwood Ave Azalea Ave SB 1.7 Belmont Ave Little League Drive to Pine Avenue Various 1.7 Belmont Ave Little League Dr All Way 1.7 Belmont Ave Magnolia Ave All Way 1.8 Benedict Rd Sunnyside Ave NB, SB 1.9 Birch St Rexford St NB, SB 1.94 Bronson St Cristy Ave 3-Way 2 Cajon Blvd Highland Ave to the North City Limits Various 3 California St Baseline St to Cajon Blvd Various Packet Page. 977 Exibit A 3 California St Magnolia Ave 3-Way 3 California St 16th St All Way 3.02 Cambridge Ave Universal Ave 3-Way 3.1 Caroline St Club Center Dr All Way 3.2 Club Center Dr Hunts Ln to Redlands Blvd Various 3.23 College Ave Iris St SB 3.3 Colorado St California St to Evans St Various 3.35 Colwyn Ave 17th St 3.4 Coulston Curtis St 3.4 Coulston Tippecanoe Avenue to Mt. View Avenue Various 3.4 Coulston Richerdson St All Way 3.5 Crestview Ave Baseline St to 21st St Various 3.5 Crestview Ave 18th St 3-Way 3.6 Cristy Ave Rosarita Dr / Bronson St 3-Way 3.8 Curtis St Gould St 4 Darby St Cajon Blvd to California St Various 4.05 David Way Mariposa Dr 3-Way 4.1 Davidson Ave Highland Ave to Miramonte Dr (Exepting 27th St)Various 4.3 18th St Crestview Ave 3-Way 4.5 8th St Western Ave to K St Various 4.7 11th St Wilson St All Way 5 5th St Sierra Way to Mt Vernon Ave Various 5.4 46th St Mt View Ave 5.4 46th St Acacia Ave to Electric Ave Various 6 14th St I St to Mt Vernon Ave Various 7 4th St Foothill Blvd to Waterman Ave (Exepting Mt Vernon Ave)Various 7.05 G St 33rd St All Way 7.1 Genevieve St 33rd St 7.1 Genevieve St 35th St 7.1 Genevieve St Parkdale Ave to 40th St 7.3 Golden Ave Highland Ave to 40th St (Exepting 39th St and 35th St)Various 7.4 Grand Ave Varsity Ave 3-Way 7.45 Guthrie St Pacific to Highland Ave Various Packet Page. 978 Exibit A 7.45 Guthrie St Sunrise Ln All Way 7.5 H St College Dr to Mill St Various 7.5 H St 4th St to Marshall Blvd Various 7.5 H St 13th St All Way 7.5 H St 16th St All Way 7.5 H St 27th St All Way 7.5 H St Marshall Blvd All Way 7.5 H St 48th St to Dover Dr Various 7.5 H St 48th St All Way 8 Harrison St 25th St to Hampshire Rd (Exepting 7th St and Lynwood Dr)Various 8.3 Hospitality Ln E St to Tippecanoe Ave Various 8.4 Hunts Ln Harwick Dr to Hospitality Ln (Exepting EBRT veh on E St)Various 8.5 Institution Rd Cajon Blvd 8.6 Irvington Ave Magnolia Ave to Pine Ave Various 8.6 Irvington Ave Palm Ave All Way 8.6 Irvington Ave Olive Ave All Way 8.6 Irvington Ave Walnut Ave All Way 8.63 J St Congrss St to Rialto Ave Various 8.65 Jasmine St Aster St to Sheridan Rd Various 8.65 Jasmine St Hyacinth St 3-Way 8.65 Jasmine St Sheridan Rd 3-Way 8.7 Kenwood Ave Evans St 8.7 Kenwood Ave Niles St 8.8 Kingmand St Cabrera Ave 9 L St 5th St to Baseline St (Excepting 27th St)Various 9.1 La Praix St Buckeye St 9.1 Lakewood Dr Windsor St 9.1 Lakewood Dr Sheridan Rd All Way 9.2 Little League Dr Kendall Dr to Meyers Rd Various 9.3 Magnolia Ave Pico Ave 9.4 Macy St Ellen St All Way 9.4 Macy St Mill St to Rialto Ave Various 9.4 Macy St Mill St All Way Packet Page. 979 Exibit A 9.57 Lugo Ave Baseline St to 16th St Various 9.6 Lynwood Dr Valencia Ave to Victoria Ave (Excepting 30th Connector St)Various 9.67 Magnolia Ave Belmont Ave to Garfield St 9.68 Magnolia Ave Arizona Ave 9.68 Magnolia Ave California St 3-Way 9.68 Magnolia Ave Medical Center Dr All Way 9.68 Magnolia Ave Pico Ave 9.7 Meridian Ave Randall Ave to Birch St Various 9.7 Meridian Ave Randall Ave All Way 9.7 Meridian Ave Poplar St 3-Way 9.7 Meridian Ave Birch St 3-Way 9.7 Meridian Ave Rialto to 9th St Various 9.7 Meridian Ave 6th St All Way 9.7 Meridian Ave Etiwanda Ave All Way 9.8 Mariposa Dr David Way 3-Way 9.9 Marshall Blvd Little Mountain Dr to Parkside Dr (Excepting Miramonte Dr & EB @ Ladera Rd)Various 9.93 Mayfield Ave 33rd St 9.94 Medical Center Dr 5th st to Cajon Blvd Various 9.94 Medical Center Dr 7th St All Way 9.94 Medical Center Dr Magnolia Ave All Way 9.95 Meyers Rd Olive Ave All Way 9.95 Meyers Rd Olive Ave to Walnut Ave Various 10 Mill St Eucalyptus Ave to Tippecanoe Ave Various 10 Mill St Macy St All Way 10.2 Miramonte Dr 24th St to Marshall Blvd Various 10.2 Miramonte Dr Marshall Blvd All Way 10.3 Montery Ave Pedley Rd All Way 10.5 Mt View Ave 5th St to Pinehurst Ct (Except Electric Ave)Various 10.5 Mt View Ave 6th St All Way 10.5 Mt View Ave 13th St All Way 10.5 Mt View Ave 28th St All Way 10.5 Mt View Ave Marshall Blvd All Way 10.5 Mt View Ave 34th St All Way Packet Page. 980 Exibit A 10.5 Mt View Ave Thompson Pl / Parkdale Dr All Way 10.5 Mt View Ave 46th St All Way 10.5 Mt View Ave 3rd St to Pinehurst Ct (Excepting 28th St, Marshall Blvd, 40th St, 48th St, SB traffic only)Various 12 Muscupiabe Dr 23rd St to Colima Rd Various 12 Muscupiabe Dr Marshall Blvd 3-Way 12.5 19th St Belle St 12.5 19th St Flores St 12.5 19th St Lugo Ave 13 9th St Wilson St All Way 13 9th St Medical Center Dr to Elmwood Rd Various 13.1 Ohio Ave Olive Ave to Pine Ave Various 13.2 Olive Ave Irvington Ave All Way 13.2 Olive Ave Belmont Ave All Way 13.2 Olive Ave Meyers Rd All Way 13.2 Olive Ave Belmont Ave to Garfield St Various 13.3 Olive St 17th St 13.5 Orange St Atlantic Ave \to Citrus St (Excepting Highland Ave)Various 13.7 Palm Ave Atlantic Ave to 28th St Various 13.7A Palm Ave Cajon Blvd to Melvin Ave Various 13.7A Palm Ave Cajon Blvd All Way 13.7A Palm Ave Kendall Dr All Way 13.7A Palm Ave Irvington Ave All Way 13.7A Palm Ave Belmont Ave All Way 13.7A Palm Ave Verdemont Dr All Way 13.71 Parkdale Dr Mountain View to Valencia Ave Various 13.71 Parkdale Dr Mt View Ave All Way 13.71 Parkdale Dr Sierra Way All Way 13.71 Parkdale Dr Valencia Ave All Way 13.72 Pedley Rd Monterey Ave All Way 13.75 Pennsylvania Ave Poplar St to Rialto Ave Various 13.75 Pennsylvania Ave Virginia St 13.75 Pennsylvania Ave Magnolia Ave 13.81 Pershing Ave 20th St Packet Page. 981 Exibit A 13.82 Pico Ave King St 13.9 Piedmont Dr Piedmont Ave EB 14 Pine Ave Kendall Dr to Pennsylvania Ave Various 14.1 Pleasant Hll Dr Baldrige Canyon Dr to Palm Ave Various 14.2 Poplar St Meridian Ave 3-Way 14.23 Pumalo St Del Rosa Ave to Date Pl Various 14.3 Rancho ave Mill St to Foothill Blvd Various 14.4 Randall Ave Pepper Ave All Way 14.4 Randall Ave Meridian Ave All Way 14.6 Richardson St Coulston St to Riverside Dr Various 14.6 Richardson St Coulston St All Way 14.64 Rosarita St Cristy Ave 3-Way 14.8 San Carlo Ave Mesa St 15 2nd St Waterman Ave to Mt Vernon Ave Various 15.2 Sepulveda Ave 40th St to 53rd St (Excepting Sierra Way)Various 15.25 7th St Gardena St 15.25 7th St Medical Center Dr All Way 15.25 7th St Medical Center Dr to Mt Vernon Ave Various 15.25 7th St Garner Ave 15.27 Sheridan Rd Aster St to Jasmine St Various 15.27 Sheridan Rd Jamine St 3-Way 15.27 Sheridan Rd Lakewood Dr All Way 15.3 Sierra Way Mill St to Waterman Ave (Excepting 2nd St and 16th St)Various 15.5 16th St State St to H St (Excepting J St, Harris St, and Trnton St)Various 15.5 16th St California St All Way 15.5 16th St Western Ave All Way 15.5 16th St Massachusetts Ave All Way 15.5 16th St H St All Way 15.5 16th St Stoddard Ave 15.5 16th St D St All Way 15.5 16th St Arrowhead Ave to Crestview Ave except Mt View Ave Various 15.5 16th St Sierra Way All Way 16 6th St Meridian Ave Packet Page. 982 Exibit A 16 6th St Ramona Ave 16 6th St Western Ave 16 6th St Pico Ave 16 6th St Garner Ave 16 6th St J St to H St 16 6th St Mt View Ave 16 6th St Del Rosa Dr 16.5 State St University Pkwy to Sheridan Rd Various 16.7 Sunrise Ln Guthrie St All Way 17 10th St G St to I St Various 17.5 3rd St Viaduct Blvd to East City Limits Various 17.57 13th St H St to Waterman Ave except Sierra Way Various 17.57 13th St G St (Listed twice)All Way 17.57 13th St F St All Way 17.57 13th St D St All Way 17.57 13th St Mt View Ave All Way 17.6 30th St Miramonte Dr to San Gabriel St Various 17.7 39th St Severance Ave 17.7 39th St Golden Ave to Del Rosa Ave Various 17.75 36th St F St to Waterman Ave except E St, D St, Arrowhead Ave, Mt View Ave, Sierra Way Various 17.8 20th St Kenwood Ave 17.8 20th St Reedy Ave 17.9 31st St Stoddard Ave 17.95 33rd St G St All Way 18 28th St Muscott St to California St Various 19 21st St Waterman Ave to Perris Hill Park Various 20 27th St California St to Medical Center Dr Various 20 27th St Little Mountain Dr to G St Various 21 23rd St Muscott St to Pennsylvania St Various 21.2 Universal Ave Varsity Ave 21.2 Universal Ave Cambridge Ave 3-Way 21.25 Valencia Ave Highland Ave to 40th St Various 21.25 Valencia Ave Parkdale Ave All Way Packet Page. 983 Exibit A 21.25 Valencia Ave 40th St 3-Way 21.3 Varsity Ave College Ave to Universal Ave Various 21.4 Verdemont Dr Palm Ave to Olive Ave Various 21.5 Victoria Ave Richerdson St 21.7 Victoria Ave Lynwood Dr 3-Way 21.8 Wall Ave Temple St 21.8 Wall Ave Olive St 21.8 Wall Ave 15th St 21.9 Walnut Ave Belmont Ave All Way 21.9 Walnut Ave Irvington Ave All Way 21.25 Valencia Ave Highland to 40th St Various 21.25 Valencia Ave Parkdale Dr All Way 21.25 Valencia Ave 40th St 3-Way 22 Western Ave 16th St to Highland Ave Various 22.2 Wier Rd Harwick Dr 22.5 Wilson Street 9th St All Way 22.5 Wilson Street 11th St All Way Harwick Dr Wier Rd All Way 13th St Sierra Way All Way This is a draft list, we still need to add other locations that are not in Reso 655 that were approved by the MCC in the last 5 years or so Packet Page. 984 Packet Page. 985 Packet Page. 986 City of San Bernardino WARRANTS FOR STOP SIGN INSTALLATION Location Existing Control Prepared by/Date Checked by/Date Harwick Drive and Wier Road EB Stop AJ 08/05/2024 AJ 08/05/2024 POLICY Stop sign may be warranted at an intersection where any of the following warrants A-1, A-2, B or C are met A-1 STATE WARRANTS FOR MULTI-WAY STOP CONTROL Warrant is satisfied if any of the following criteria are met CRITERIA REQUIREMENTS REMARKS Y N A-1.1 Traffic signals are warranted and urgently needed, multi-way stop need to be installed as interim measure until signal is installed N A-1.2 Five or more right angle and/or turning movement accidents in recent 12 months N A1.3: All 3 conditions listed to the right must be met to satisfy warrant A-1.3 A Combined vehicle volume on major street during any 8 hours averages 300+ veh/hr N B Combined vehicle and pedestrian volume on minor street during the same 8 hours averages 200+ unit/hr, And Delay to minor street vehicles during the maximum hour of the same 8 hours averages 30 sec/hr N C 85th percentile approach speed exceeds 40 mph (64 km/h), min. vehicular volume warrant is 70% of the above requirements N A-1.4 Where no single criterion is satisfied, but where Criteria A-1.2, A-1.3A, and A-1.3B are all satisfied to 80% of the minimum values N A-1.5 If visibility cannot otherwise be addressed, there is a need to control vehicle - pedestrian conflicts (or bicycle) near high pedestrian/bicycle generators, left-turn or right-angle conflicts, or the traffic operation of an intersection of two residential streets of similar design and operational characteristics would be improved with an All-way stop. Line of sight is not sufficient Yes A-1: IS STATE WARRANT FOR MULTI-WAY STOP CONTROL SATISFIED? A-2 STATE WARRANTS FOR TWO/ONE-WAY STOP CONTROL Warrant is satisfied if any of the following criteria are met CRITERIA REQUIREMENTS REMARKS Y N A-2.1 On the less important road at its intersection with a main road where accident history justifies the placement of Stop signs. A-2.2 On a county road or city street with its intersection with a State Highway. A-2.3 At the intersection with two main highways. The highway traffic to be stopped depends on the approach speeds, volumes and turning movements. A-2.4 On a street entering a legally established through highway or street. A-2.5 On a minor street where the safe speed is less than 10 mph (16 km/h). A-2.6 At an un-signalized intersection in a signalized area. A-2.7 At intersections where a combination of high speed, restricted view and accident records indicates a need for control by the Stop sign. A-2: IS STATE WARRANT FOR TWO/ONE-WAY STOP CONTROL SATISFIED? Packet Page. 987 B.PETITION WARRANTS FOR LOCAL RESIDENTIAL STREETS BY CITY ADMINISTRATIVE POLICY Use only at residential street intersections excluding arterials, collectors, local collectors, where ADT do not exceed 2,500 Vehicles on each Intersecting Street Warrant B is satisfied if B and any two of the criteria B-1 through B-12 are met CRITERIA REQUIREMENTS REMARKS Y N B. Is there a petition signed by more than 60% of property owners/residents located within 600 feet of proposed stop sign; AND TWO OF THE FOLLOWING CRITERIA ARE MET. B-1. School located within 600 feet of intersection and intersection is on “suggested route to school”. B-2. Streets leading to intersection do not intersect at right angles. B-3. One or more streets leading to intersection is at a grade of more than 5%. B-4. Where one or more of the approaches, requiring the stop sign(s), does not meet the required minimum sight distance, due to permanent view obstruction or roadway geometry. B-5. Intersection is abutting a park, major shopping center or other high pedestrian use facility. B-6. Pedestrian volume greater than 480 units/hr in any 8 hour period. B-7. The combined vehicular and pedestrian volume crossing the major street exceeds 125 units during at least two hours where at least 200 vehicles enter the intersection each hour from all approaches during any 8-hour period. B-8. One approach of the intersection is a driveway serving a commercial area. B-9. One approach of the intersection is a driveway servicing a residential property. Pass through (non-local traffic) on the subject residential street exceeds 50 vehicles per hour and exceeds 40% of the vehicle traffic during the hours from 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m. on a non-holiday Tuesday, Wednesday, or Thursday, with local traffic defined as vehicles traversing/commuting through the neighborhood. B-10. B-11. The vehicle volume entering the intersection from all approaches exceeds 600 units during any hour at an intersection. B-12. Less than desirable pedestrian or vehicular conditions not listed above or contained in the criteria of the State of California for the installation of Stop signs exist at the intersection (as determined/verified by the City’s licensed Traffic Engineer). B: IS B PLUS ANY TWO OF THE CRITERIA B-1 THROUGH B-12 SATISFIED? Packet Page. 988 C. ACCIDENTS AND SAFETY WARRANTS FOR LOCAL RESIDENTIAL STREETS BY CITY ADMINISTRATIVE POLICY Use Only at Residential Street Intersections Where ADT do not exceed 2,500 Vehicles on each Intersecting Street Warrant C is satisfied if C and any two conditions C-1 through C-10 are met CRITERIA REQUIREMENTS REMARKS Y N C. Three or more accidents in a 12 month period susceptible to correction by stop signs; or at least 200 vehicles enter the intersection each hour from all approaches during any consecutive 8 hour period; AND TWO OF THE FOLLOWING CRITERIA ARE MET. C-1. School located within 600 feet of intersection and intersection is on “suggested route to school”. C-2. Streets leading to intersection do not intersect at right angles. C-3. One or more streets leading to intersection is at a grade of more than 5%. C-4. Where one or more of the approaches, requiring the stop sign(s), does not meet the required minimum sight distance, due to permanent view obstruction or roadway geometry. C-5. Intersection is abutting a park, major shopping center or other high pedestrian use facility. C-6. Pedestrian volume is greater than 480 units/hr in the 8-hour period. C-7. The combined vehicular and pedestrian volume crossing the major street exceeds 125 units during at least two hours where at least 200 vehicles enter the intersection each hour from all approaches during any 8-hour period. C-8. One approach of the intersection is a driveway serving a commercial area. C-9. One approach of the intersection is a driveway servicing a residential property. Pass through (non-local traffic) on the subject residential street exceeds 50 vehicles per hour and 40% of the vehicle traffic during the hours from 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m. on a non-holiday Tuesday, Wednesday, or Thursday, with local traffic defined as vehicles traversing/commuting through the neighborhood. C-10. C-11. The vehicle volume entering the intersection from all approaches exceeds 600 units during any hour at an intersection. C-12. Less than desirable pedestrian or vehicular conditions not listed above or contained in the criteria of the State of California for the installation of stop signs exist at the intersection (as determined/verified by the City’s licensed Traffic Engineer). C: IS C PLUS ANY TWO CRITERIA C-1 THROUGH C-10 SATISFIED? DID THIS LOCATION MEET ANY OF THE WARRANTS A-1, A-2, B OR C ABOVE? IF YES, CHECK WARRANTS MET A-1 A-2 B C IF ANY OF THE WARRANTS ARE MET, A STOP SIGN SHOULD BE INSTALLED AFTER APPROVAL BY MAYOR AND COMMON COUNCIL AND THE INTERSETION IS DESIGNATED A “STOP INTERSECTION” BY THE MAYOR AND COMMON COUNCIL. Good traffic engineering judgment must be exercised before installing stop signs at certain intersections (whether it meets the warrants or not) X Packet Page. 989 City of San Bernardino WARRANTS FOR STOP SIGN INSTALLATION Location Existing Control Prepared by/Date Checked by/Date POLICY Stop sign may be warranted at an intersection where any of the following warrants A-1, A-2, B or C are met A-1 STATE WARRANTS FOR MULTI-WAY STOP CONTROL Warrant is satisfied if any of the following criteria are met CRITERIA REQUIREMENTS REMARKS Y N A-1.1 Traffic signals are warranted and urgently needed, multi-way stop need to be installed as interim measure until signal is installed A-1.2 Five or more right angle and/or turning movement accidents in recent 12 months A1.3: All 3 conditions listed to the right must be met to satisfy warrant A-1.3 A-1.3A Combined vehicle volume on major street during any 8 hours averages 300+ veh/hr A-1.3B Combined vehicle and pedestrian volume on minor street during the same 8 hours averages 200+ unit/hr, And Delay to minor street vehicles during the maximum hour of the same 8 hours averages 30 sec/hr A-1.3C 85th percentile approach speed exceeds 40 mph (64 km/h), min. vehicular volume warrant is 70% of the above requirements A-1.4 Where no single criterion is satisfied, but where Criteria A-1.2, A-1.3A, and A-1.3B are all satisfied to 80% of the minimum values A-1: IS STATE WARRANT FOR MULTI-WAY STOP CONTROL SATISFIED? A-2 STATE WARRANTS FOR TWO/ONE-WAY STOP CONTROL Warrant is satisfied if any of the following criteria are met CRITERIA REQUIREMENTS REMARKS Y N A-2.1 On the less important road at its intersection with a main road where accident history justifies the placement of Stop signs. A-2.2 On a county road or city street with its intersection with a State Highway. A-2.3 At the intersection with two main highways. The highway traffic to be stopped depends on the approach speeds, volumes and turning movements. A-2.4 On a street entering a legally established through highway or street. A-2.5 On a minor street where the safe speed is less than 10 mph (16 km/h). A-2.6 At an un-signalized intersection in a signalized area. A-2.7 At intersections where a combination of high speed, restricted view and accident records indicates a need for control by the Stop sign. A-2: IS STATE WARRANT FOR TWO/ONE-WAY STOP CONTROL SATISFIED? 4 4 4 4 4 4 4 4 4 4 4 4 4 AJ 08/05/2024AJ 08/05/2024East-West stop13th Street and Sierra Way Packet Page. 990 B.PETITION WARRANTS FOR LOCAL RESIDENTIAL STREETS BY CITY ADMINISTRATIVE POLICY Use only at residential street intersections excluding arterials, collectors, local collectors, where ADT do not exceed 2,500 Vehicles on each Intersecting Street Warrant B is satisfied if B and any two of the criteria B-1 through B-12 are met CRITERIA REQUIREMENTS REMARKS Y N B. Is there a petition signed by more than 60% of property owners/residents located within 600 feet of proposed stop sign; AND TWO OF THE FOLLOWING CRITERIA ARE MET. B-1. School located within 600 feet of intersection and intersection is on “suggested route to school”. B-2. Streets leading to intersection do not intersect at right angles. B-3. One or more streets leading to intersection is at a grade of more than 5%. B-4. Where one or more of the approaches, requiring the stop sign(s), does not meet the required minimum sight distance, due to permanent view obstruction or roadway geometry. B-5. Intersection is abutting a park, major shopping center or other high pedestrian use facility. B-6. Pedestrian volume greater than 480 units/hr in any 8 hour period. B-7. The combined vehicular and pedestrian volume crossing the major street exceeds 125 units during at least two hours where at least 200 vehicles enter the intersection each hour from all approaches during any 8-hour period. B-8. One approach of the intersection is a driveway serving a commercial area. B-9. One approach of the intersection is a driveway servicing a residential property. Pass through (non-local traffic) on the subject residential street exceeds 50 vehicles per hour and exceeds 40% of the vehicle traffic during the hours from 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m. on a non-holiday Tuesday, Wednesday, or Thursday, with local traffic defined as vehicles traversing/commuting through the neighborhood. B-10. B-11. The vehicle volume entering the intersection from all approaches exceeds 600 units during any hour at an intersection. B-12. Less than desirable pedestrian or vehicular conditions not listed above or contained in the criteria of the State of California for the installation of Stop signs exist at the intersection (as determined/verified by the City’s licensed Traffic Engineer). B: IS B PLUS ANY TWO OF THE CRITERIA B-1 THROUGH B-12 SATISFIED? City of San Bernardino WARRANTS FOR STOP SIGN INSTALLATION Location Existing Control Prepared by/Date Checked by/Date 4 4 4 4 4 4 4 4 4 4 4 4 4 4 AJ 08/05/2024AJ 08/05/2024East-West stop13th Street and Sierra Way Packet Page. 991 C. ACCIDENTS AND SAFETY WARRANTS FOR LOCAL RESIDENTIAL STREETS BY CITY ADMINISTRATIVE POLICY Use Only at Residential Street Intersections Where ADT do not exceed 2,500 Vehicles on each Intersecting Street Warrant C is satisfied if C and any two conditions C-1 through C-10 are met CRITERIA REQUIREMENTS REMARKS Y N C. Three or more accidents in a 12 month period susceptible to correction by stop signs; or at least 200 vehicles enter the intersection each hour from all approaches during any consecutive 8 hour period; AND TWO OF THE FOLLOWING CRITERIA ARE MET. C-1.School located within 600 feet of intersection and intersection is on “suggested route to school”. C-2.Streets leading to intersection do not intersect at right angles. C-3.One or more streets leading to intersection is at a grade of more than 5%. C-4. Where one or more of the approaches, requiring the stop sign(s), does not meet the required minimum sight distance, due to permanent view obstruction or roadway geometry. C-5.Intersection is abutting a park, major shopping center or other high pedestrian use facility. C-6.Pedestrian volume is greater than 480 units/hr in the 8-hour period. C-7. The combined vehicular and pedestrian volume crossing the major street exceeds 125 units during at least two hours where at least 200 vehicles enter the intersection each hour from all approaches during any 8-hour period. C-8.One approach of the intersection is a driveway serving a commercial area. C-9.One approach of the intersection is a driveway servicing a residential property. Pass through (non-local traffic) on the subject residential street exceeds 50 vehicles per hour and 40% of the vehicle traffic during the hours from 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m. on a non-holiday Tuesday, Wednesday, or Thursday, with local traffic defined as vehicles traversing/commuting through the neighborhood. C-10. C-11.The vehicle volume entering the intersection from all approaches exceeds 600 units during any hour at an intersection. C-12. Less than desirable pedestrian or vehicular conditions not listed above or contained in the criteria of the State of California for the installation of stop signs exist at the intersection (as determined/verified by the City’s licensed Traffic Engineer). C: IS C PLUS ANY TWO CRITERIA C-1 THROUGH C-10 SATISFIED? DID THIS LOCATION MEET ANY OF THE WARRANTS A-1, A-2, B OR C ABOVE? IF YES, CHECK WARRANTS MET A-1 A-2 B C IF ANY OF THE WARRANTS ARE MET, A STOP SIGN SHOULD BE INSTALLED AFTER APPROVAL BY MAYOR AND COMMON COUNCIL AND THE INTERSETION IS DESIGNATED A “STOP INTERSECTION” BY THE MAYOR AND COMMON COUNCIL. Good traffic engineering judgment must be exercised before installing stop signs at certain intersections (whether it meets the warrants or not) City of San Bernardino WARRANTS FOR STOP SIGN INSTALLATION Location Existing Control Prepared by/Date Checked by/Date 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 AJ 08/05/2024AJ 08/05/2024East-West stop13th Street and Sierra Way Packet Page. 992 DISCUSSION City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; Darren Goodman, Chief of Police Department:Police Subject:Accept the FY 2024 COPS Technology and Equipment Funds and Purchase Data Integration Software and Cameras to Support the Real Time Information Center (All Wards) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-227 authorizing the following: 1. The City Manager to accept the FY2024 COPS Technology and Equipment Program Funds. 2. The City Manager to execute professional service agreements with Vector Resources Inc., for the creation of a public safety surveillance system, Peregrine Technologies Inc. for a real-time decision and operations management platform and Axon for Fusus by Axon, for data integration software and subsequent amendments. 3. The Interim Director of Finance and Management Services to amend the Fiscal Year 2023/24 Adopted Budget by $963,000 in revenues and expenditures. 4. The Interim Director of Finance and Management Services to issue purchase orders in amounts not to exceed $1,350,000, to Vector Resources Inc., $1,000,000 to Peregrine Technologies Inc., and an amount not to exceed $1,950,000 to Axon for Fusus by Axon. Packet Page. 993 Executive Summary In January, the Department provided the Mayor and City Council with a presentation of the intent to develop a Real-Time Information Center (RTIC) and a citywide crime camera program. During the presentation, the Department explained the need for data integration software and was directed to return with the cost to implement an RTIC. The City of San Berardino was awarded $77,656,407 in American Rescue Plan Act (ARPA) funds and $2,497,500 has been identified available to be obligated to support the Department’s RTIC. Additionally, the City was awarded $963,000 to support the RTIC from the COPS Technology and Equipment Program. The Department has recognized the opportunity to subsidize the City’s cost to fund the project through ARPA funds and identified a camera system vendor and two data integration systems that would immediately serve to prevent and respond to the increase in violence due to the pandemic, thereby qualifying as an eligible use of ARPA funding. The Department requests the use of unobligated ARPA funding to execute a professional service agreement with Vector Resources Inc. and enter into five-year professional service agreements with Peregrine Technologies Inc. and Fusus by Axon and is prepared to obligate funds before December 31, 2024. The requested items are critical to the operation of the RTIC and citywide camera program and would otherwise be requested through general funds. Background On September 18, 2024, City staff provided the Mayor and City Council an update on the American Rescue Plan. Staff identified that all funds must be obligated by December 31, 2024, and $47 million remains to be formally obligated. On January 31, 2024, the Department provided a presentation to the Mayor and City Council to create a RTIC and City-wide camera program. The Department was directed to return with the proposed total cost to support the RTIC including staffing, equipment, and software. The Department has identified the opportunity to use unobligated ARPA funds to pay for the currently unfunded costs associated with the camera system and data integration software. On September 30, 2024, the City was notified that it was selected to receive $963,000 from the FY2024 COPS Technology and Equipment Program to support the development of a citywide camera program. Staff has conducted an RFP process and extensive research and identified equipment and software that will immediately assist the Department in responding to crime, particularly violent crime in the City. Staff reviewed the final rule issued by the U.S. Treasury related to ARPA funds and confirmed the items requested are eligible. Staff intends to use available ARPA funds to supplement the cost of the camera system and any remaining funds from the COPS Technology and Equipment Program will be used to expand the camera system at a later date. Packet Page. 994 Discussion The U.S. Treasury issued the final rule for the use of ARPA funds on January 6, 2022, which addressed the four eligible use categories listed below: Replace lost public sector revenue Support the COVID-19 public health and economic response Provide premium pay for eligible workers performing essential work Invest in water, sewer, and broadband infrastructure Under the "Support the COVID-19 public health and economic response" category, the Treasury specifically outlines preventing and responding to violence. The Treasury recognizes that violence and gun violence, in particular, has increased in some communities, and recipients may use funds to respond. The final rule states explicitly that communities may use funds for: Technology & equipment to support law enforcement response. The Mayor and Council attended a January 31, 2024, study session regarding Economic Development and City Reinvestment. The Department presented the benefits of a city-wide crime camera system and the need for a RTIC. The Mayor and Council provided guidance, and the Department advised that staff would conduct research to present the best options for moving forward. The solicitation for camera system proposals, RFP F-24-05, was posted on Planet Bids by the Finance Department personnel on March 5, 2024, and the solicitation remained open until March 28, 2024. Four vendors responded with proposals. Vendor CelPlan Technologies DataGear Inc. Blue Violet Networks Vector Resources Inc. Cost $592,765.89 $936,723.00 $1,076,073.46 $1,326,992.57 The proposals were reviewed by a panel with various expertise with the goal of selecting a camera system that would not yield the same result as the prior camera system. Vector Resources Inc. was selected as the best option bidder for the City. Three of the four proposals were not selected for various reasons. CelPlan Technologies was the company that constructed the original camera system that did not perform to expectations. Their proposal did not include any significant changes that would indicate any new system proposed would have improved functionality. The DataGear proposal included various types of camera equipment from multiple manufacturers. This issue would have resulted in varying maintenance and software update schedules for the variety of cameras attached to the camera system, increasing the costs and frequency of maintenance for the system. The proposal from Blue Violet Packet Page. 995 included battery and wiring equipment that would be mounted on the signal pole either at the base of the pole, where the equipment would be vulnerable to vandalism, or at the top of the pole, where the collective weight of the camera and battery equipment along with other signal equipment would be a concern. The review panel determined that each of these proposed systems had vulnerabilities that would reduce the reliability of the camera systems or increase costs to maintain them. The fourth proposal from Vector Resources Inc included reliable high-quality camera and connectivity equipment without any of the drawbacks of the other proposals. Additionally, Vector’s proposal was designed so that the camera system would relay information to the Police Department without the need for additional base stations on other City buildings, as the previous camera system did. The camera system design would allow for easy maintenance and expansion of the system at a future date, making it the most durable and future proof camera system of all of the proposals. For these reasons, the proposal by Vector Resources Inc was selected as the proposal that could best meet the needs of the project. Although the proposal from Vector had the highest cost, the review panel determined it was the highest quality system as well. The proposal from Vector Resources also includes three years of maintenance, service, software upgrades, and overall system checks. Alongside of this, the manufacturer includes a three-year warranty for the camera equipment. In March of 2023 the City applied for funding through the FY2024 COPS Technology and Equipment Program. In September 2024 the City was notified it was awarded $996,000 to support the development of a citywide camera system. The total cost for the desired camera system is $1,326,992.57. The Department intends to fund the camera project as indicated on the table below. The Department will use $720,845.72 of Technology and Equipment funds to supplement ARPA funds to pay for the camera project, and the remaining $275,154.28 of Technology and Equipment funds will be used to expand the camera project at a later date. Total Cost ARPA Funds COPS Tech and Equip Funds City Cost Vector Cameras $1,326,992.57 $606,146.85 $720,845.72 $0 As staff explained during the study session, RTICs are commonly comprised of a blend of personnel and technology systems brought into one location to increase situational awareness across a jurisdiction, facilitate improved responses to calls for service, faster detection of threats to public safety, and better information sharing during field operations. RTICs have been incorporated in agencies of all sizes, including major cities such as Dallas, Miami, and Chicago, as well as smaller cities such as Rancho Packet Page. 996 Cucamonga, Ontario, and Chino. They are ideal not only for supporting law enforcement operations in the current environment of staffing shortages but also for making it possible to meet increased public expectations for public safety services by allowing police to better coordinate their responses to crime and public safety hazards. The basic technology systems necessary to support a RTIC include camera systems, video display equipment, video management software, integration software, and supportive technology or software systems to access databases and conduct real-time research to support agency operations. Most centers operate by accessing publicly owned camera systems, but many also increase their reach through partnerships with private entities willing to allow access to their camera systems. The City and the Police Department already possess some of the components and capabilities of a real-time information center. Police Department personnel already have access to databases and information systems, such as license plate readers, to support investigations, and those same systems can be used to field operations in real- time. Additionally, there is space in the Police Department‘s Emergency Operations Center with previously installed video equipment that can be expanded upon to create a state-of-the-art real-time information center. To transition from its current capabilities into a fully functioning real-time information center, the Police Department will need to purchase integration software to connect technology systems such as surveillance cameras, existing license plate reader cameras, the Department‘s computer-aided dispatch system, and all other data systems. The two data integration software companies offer unique and proprietary services compatible with the Department’s existing camera hardware and data systems. Staff conducted research and was unable to identify competitive vendors that offer the same services. The vendors were selected through a sole source process and there was no competitive bidding process. Please see the attached sole source documents for further justification. Peregrine Technologies Inc. is a data integration software that improves real-time decision-making and operations management by integrating all of the Department’s data systems into one platform. For a criminal investigation, Peregrine would save countless man-hours by searching all of the Department’s data systems in moments for requested data rather than extended analysis and search by an investigator. In the RTIC, Peregrine would allow the operator to review a call and immediately have all available data at their fingertips. Additionally, Peregrine’s ability to gather data from all department systems will allow the Department to reduce the number of staff dedicated to filing criminal reports with Packet Page. 997 the District Attorney’s office and allow resources to be better allocated to serve the community. The Department’s filing unit consists of 14 community service officers dedicated to gathering reports and videos to submit cases to the district attorney’s office. The process requires the officers to access multiple data systems to collect all reports and information related to a particular case. Peregrine would instantly gather the data as it is submitted and only require staff to confirm and submit the data to the District Attorney’s Office. Peregrine is the only vendor with the desired capabilities. Staff has contacted other vendors and identified that Peregrine is the only product that successfully integrates all data systems and possess proprietary capabilities, including data deduplication algorithms and an ontology purpose-built for law enforcement. It also offers secure collaboration and data sharing, which would allow the Department to access data systems from any of the wide number of agencies Peregrine currently serves. Staff has also identified Fusus by Axon as a software system valuable to successfully reducing violent crime and operating a RTIC. What Peregrine does for all data, Fusus does for camera data. Fusus is the only manufacturer that builds a common operating platform that does not require a complete replacement of video cameras, recorders, servers, or network equipment at video transmitting locations. Fusus extracts and unifies live video feeds from virtually any source. Fusus allows privately owned cameras to feed video into the Department’s RTIC and enables the Department to exponentially expand the City’s camera system without direct camera cost to the City. For example, an operator in the RTIC can view a dashboard that displays a map of the City and all available cameras. As a crime is reported, the operator can cycle through cameras, both city-owned and private, to observe and direct officers. The technology will help officers respond to crime more effectively and improve evidence gathering and the successful arrest and prosecution of criminal suspects. Staff have researched and were are unable to find software with the same video data integration capabilities as Fusus by Axon. Additionally, the Department has equipped officers with Axon Body Worn Cameras since 2015, and Fusus allows officers to live stream BWC footage and their location to the Real time information center. Fusus is also the sole source for purchasing Fusus with the Axon Body 4 camera system. The City has nine years of contractual experience with Axon and they have proven to be a reliable vendor and quality product. Both of the described technologies are critical to the successful implementation and operation of a RTIC and the reduction of violent crime. Staff intends to request general funds to further support the development and staffing of the RTIC at a later date; however, the efficiencies generated by the requested technologies will free up staff that can be reassigned to the RTIC and reduce the City’s total cost. Additionally, Packet Page. 998 purchasing services for a five-year contract provides the City with a significant discount over a year-by-year contract. Single Year Cost Total Cost for Five Years Five Year Contract Cost Total Saving with Five Year Contract Fusus $492,522.15 $2,462,610.79 $1,943,446.99 $519,163.80 Peregrine $282,000 $1,410,000 $997,500 $412,500 Total Saving $931,663.80 ARPA funds must be obligated by December 31, 2024, however they must be expended by December 31, 2026. Consequently, The camera project will be paid for by December 31, 2026. The City will use ARPA funds to pay for the first two years of services for Fusus by Axon and Peregrine until January of 2027, at which point the City will fund the remaining years. Since the start-up costs including hardware, installation, training and support are significantly greater the first two years of the contracts, both Peregrine and Fusus have structured a payment schedule where 65% of the total cost is covered in years one and two leaving the City with a significant cost saving for the last three years. The table below indicates the total cost for the requested items and the proposed funding sources. The purchase orders are being requested rounded up to a slightly greater not to exceed amount to cover any unforeseen expenses. Total Cost ARPA Funds COPS Tech and Equip Funds City Cost Fusus $1,943,446.99 $1,241,353.15 $0 $702,093.84* Peregrine $997,500 (Five Years) $650,000 $0 $347,500* Vector $1,326,992.57 $606,146.85 $720,845.72 $0 Total $4,267,939.56 $2,497,500 $720,845.72 $1,049,593.84* *City costs began January 1, 2027, and are spread over three years 2021-2025 Strategic Targets and Goals Using ARPA and COPS Technology and Equipment funds to develop a RTIC to purchase a city camera system and data integration software aligns with goal 3. Improved Quality of Life - Constantly evaluate public safety service delivery models to enhance the quality of service. Fiscal Impact Packet Page. 999 Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-227, authorizing the following: 1. The City Manager to accept the FY2024 COPS Technology and Equipment Program Funds. 2. The City Manager to execute professional service agreements with Vector Resources Inc., for the creation of a public safety surveillance system, Peregrine Technologies Inc. for a real-time decision and operations management platform and Axon for Fusus by Axon, for data integration software and subsequent amendments. 3. The Interim Director of Finance and Management Services to amend the Fiscal Year 2023/24 Adopted Budget by $963,000 in revenues and expenditures. 4. The Interim Director of Finance and Management Services to issue purchase orders in amounts not to exceed $1,350,000, to Vector Resources Inc., $1,000,000 to Peregrine Technologies Inc., and an amount not to exceed $1,950,000 to Axon for Fusus by Axon. Attachments Attachment 1 Resolution 2024-227 Attachment 2 COPS Award Package Attachment 3 Peregrine Technologies Inc. Quote Attachment 4 Fusus by Axon Quote FINANCIAL DATA Current Fiscal Year:Next Fiscal Year:Total Cost:Ongoing Cost: COST $ 2,474,821.29 $ 743,524.43 $ 4,267,939.56 $ 0 GENERAL FUND SHARE $ 0 $ 0 $ 1,049,593.84 $ 0 SOURCE OF FUNDS: The first two years of cost will be paid using ARPA funds and COPS Tech and Equip funds. The City’s cost will begin January 1, 2027, and will be paid over three years. Budget Adjustment: No For Fiscal Year: 24/25 Packet Page. 1000 Attachment 5 Vector Resources Inc. Quote Attachment 6 Professional Services Agreement with Vector Attachment 7 Professional Services Agreement with Peregrine Technologies Attachment 8 Professional Services Agreement with Fusus by Axon Attachment 9 Professional Services Agreement with Fusus Exhibit A Attachment 10 Sole Source Fusus Attachment 11 Sole Source Peregrine Attachment 12 PowerPoint Presentation Ward: All Wards Synopsis of Previous Council Actions: On October 4, 2024, Mayor and City Council adopted Resolution No. 2024- 212 to allocate $2,497,500 to develop a Real-Time Information Center On January 31, 2024, Mayor and City Council received a presentation from the Police Department regarding a City-wide camera program and real time information center. On September 18, 2024 Mayor and City Council received an update on American Rescue Plan Funding. Packet Page. 1001 Resolution No. 2024-227 Resolution 2024-227 November 20th, 2024 Page 1 of 3 5 7 7 0 RESOLUTION NO. 2024-227 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ACCEPT THE FY2024 COPS TECHNOLOGY AND EQUIPMENT PROGRAM FUNDS AND EXECUTE PROFESSIONAL SERVICE AGREEMENTS WITH VECTOR RESOURCES INC., FOR THE CREATION OF A PUBLIC SAFETY SURVEILLANCE SYSTEM, PEREGRINE TECHNOLOGIES INC. FOR A REAL-TIME DECISION AND OPERATIONS MANAGEMENT PLATFORM AND AXON FOR FUSUS BY AXON FOR DATA INTEGRATION SOFTWARE AND SUBSEQUENT AMENDMENTS AND THE INTERIM DIRECTOR OF FINANCE AND MANAGEMENT SERVICES TO AMEND THE FISCAL YEAR 2023/24 ADOPTED BUDGET BY $963,000 IN REVENUE AND EXPENDITURES AND ISSUE PURCHASE ORDERS IN AMOUNTS NOT TO EXCEED $1,350,000 TO VECTOR RESOURCES INC., $1,000,000 AND TO PEREGRINE TECHNOLOGIES INC. AND $1,950,000 TO AXON FOR FUSUS BY AXON. WHEREAS, the Police Department has been directed to develop a Real Time Information Center, and WHEREAS, the Police Department has identified technology necessary to operate a Real Time Information Center, and WHEREAS, the City has identified $2,497,500 in unobligated American Rescue Plan Act funding that must be obligated by December 31, 2024, and WHEREAS, the Department was awarded $936,000 of COPS Technology and Equipment Program Funding on September 30, 2024 to support a City camera system, and WHEREAS, the City will accept funds and enter agreements to further the development and operation of a Real Time Information Center. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1.The above recitals are true and correct and are incorporated herein by this reference. SECTION 2. The City Manager is hereby authorized to execute professional service agreements with Vector Resources Inc., for the creation of a public safety surveillance system, Packet Page. 1002 Resolution No. 2024-227 Resolution 2024-227 November 20th, 2024 Page 2 of 3 5 7 7 0 Peregrine Technologies Inc. for a real-time decisions and operations management platform, and Axon for Fusus by Axon, for data integration software and subsequent amendments. SECTION 3. The Interim Director of Finance and Management Services to amend the Fiscal Year 2023/24 Adopted Budget by $963,000 in revenues and expenditures. SECTION 4. The Interim Director of Finance and Management Services to issue purchase orders in amounts not to exceed $1,350,000, to Vector Resources Inc., $1,000,000 to Peregrine Technologies Inc., and an amount not to exceed $1,950,000 to Axon for Fusus by Axon. SECTION 5.The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 6.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 7. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 20th day of November 2024. Helen Tran, Mayor City of San Bernardino Attest: Genoveva Rocha, CMC, City Clerk Approved as to form: Sonia Carvalho, City Attorney Packet Page. 1003 Resolution No. 2024-227 Resolution 2024-227 November 20th, 2024 Page 3 of 3 5 7 7 0 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-227, adopted at a regular meeting held on the 20th day of November 2024 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT SANCHEZ _____ _____ _______ _______ IBARRA _____ _____ _______ _______ FIGUEROA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ REYNOSO _____ _____ _______ _______ CALVIN _____ _____ _______ _______ ALEXANDER _____ _____ _______ _______ WITNESS my hand and official seal of the City of San Bernardino this 20th day of November 2024. Genoveva Rocha, CMC, City Clerk Packet Page. 1004 Department of Justice (DOJ) Office of Community Oriented Policing Services (COPS Office) Washington, D.C. 20531 Name and Address of Recipient: SAN BERNARDINO, CITY OF 710 N D ST City, State and Zip:SAN BERNARDINO, CA 92401 Recipient UEI:HRJPGFZSC3H6 Project Title: Security Camera Project Award Number: 15JCOPS-24-GG-02116-TECP Solicitation Title: FY24 COPS Technology and Equipment Program Invitational Solicitation Federal Award Amount: $963,000.00 Federal Award Date: 9/30/24 Awarding Agency: Office of Community Oriented Policing Services Funding Instrument Type:Grant Opportunity Category: D Assistance Listing: 16.710 - Public Safety Partnership and Community Policing Grants Project Period Start Date: 3/9/24 Project Period End Date: 3/31/26 Budget Period Start Date: 3/9/24 Budget Period End Date : 3/31/26 Project Description: The FY24 COPS Office Technology and Equipment Program (TEP) provides grants to state, local, Tribal, territorial, and other entities to develop and acquire effective equipment, technologies, and interoperable communications that assist in responding to and preventing crime. The goal of the program is to increase the community policing capacity and crime prevention efforts of law enforcement agencies. The objective is to provide funding for projects which improve police effectiveness and the flow of information among law enforcement agencies, local government service providers, and the communities they serve. Funding shall be used for the projects, and in the amounts, specified under the heading “Community Oriented Policing Services, Technology and Equipment Community Projects/COPS Law Enforcement Technology and Equipment” in Congressional Joint Explanatory Statement – Division C, which is incorporated by reference into Public Law 118-42. Page: 1 of 19 Packet Page. 1005 Award Letter September 30, 2024 Dear Darren Goodman, On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Community Oriented Policing Services (the COPS Office) has approved the application submitted by SAN BERNARDINO, CITY OF for an award under the funding opportunity entitled 2024 FY24 COPS Technology and Equipment Program Invitational Solicitation. The approved award amount is $963,000. Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance. For COPS Office and OVW funding the Award Offer also includes any Other Award Documents. Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by the COPS Office, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient of the award. Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies for non-compliance, which may include termination of the award and/or a requirement to repay award funds. Prior to accepting the award, your Entity Administrator must assign a Financial Manager, Grant Award Administrator, and Authorized Representative(s) in the Justice Grants System (JustGrants). The Entity Administrator will need to ensure the assigned Authorized Representative(s) is current and has the legal authority to accept awards and bind the entity to the award terms and conditions. To accept the award, the Authorized Representative(s) must accept all parts of the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date. To access your funds, you will need to enroll in the Automated Standard Application for Payments (ASAP) system, if you haven’t already completed the enrollment process in ASAP. The Entity Administrator should have already received an email from ASAP to initiate this process. Congratulations, and we look forward to working with you. Hugh T. Clements COPS Director Office for Civil Rights Notice for All Recipients The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) enforces federal civil rights laws and other provisions that prohibit discrimination by recipients of federal financial assistance from OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW). Several civil rights laws, including Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance (recipients) to give assurances that they will comply with those laws. Taken together, these and other civil rights laws prohibit recipients from discriminating in the provision of services and employment because of race, color, national origin, religion, disability, and sex or from discriminating in the provision of services on the bases of age. Some recipients of DOJ financial assistance have additional obligations to comply with other applicable nondiscrimination provisions like the Omnibus Crime Control and Safe Streets Act of 1968, which prohibits discrimination on the basis of religion in addition to race, color, national origin, and sex. Recipients may also have related requirements regarding the development and implementation of equal employment opportunity programs. Page: 2 of 19 Packet Page. 1006 Packet Page. 1007 Statutory Authority The Public Safety Partnership and Community Policing Act of 1994, 34 U.S.C. § 10381 et seq. [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Project Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Solicitation Title 2024 FY24 COPS Technology and Equipment Program Invitational Solicitation Application Number GRANT14143398 Awarding Agency COPS Grant Manager TAMMY RICHARDSON Phone Number 202-598-6908 E-mail Address TAMMY.RICHARDSON2@USDOJ. GOV Project Title Security Camera Project Performance Period Start Date 03/09/2024 Performance Period End Date 03/31/2026 Budget Period Start Date 03/09/2024 Budget Period End Date 03/31/2026 Project Description The FY24 COPS Office Technology and Equipment Program (TEP) provides grants to state, local, Tribal, territorial, and other entities to develop and acquire effective equipment, technologies, and interoperable communications that assist in responding to and preventing crime. The goal of the program is to increase the community policing capacity and crime prevention efforts of law enforcement agencies. The objective is to provide funding for projects which improve police effectiveness and the flow of information among law enforcement agencies, local government service providers, and the communities they serve. Funding shall be used for the projects, and in the amounts, specified under the heading “Community Oriented Policing Services, Technology and Equipment Community Projects/COPS Law Enforcement Technology and Equipment” in Congressional Joint Explanatory Statement – Division C, which is incorporated by reference into Public Law 118-42. [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Financial Information Page: 4 of 19 Packet Page. 1008 This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. A financial analysis of budgeted costs has been completed. All costs listed in the approved budget below were programmatically approved based on the final proposed detailed budget and budget narratives submitted by your agency to the COPS Office. Any adjustments or edits to the proposed budget are explained below. Budget Clearance Date:8/20/24 4:27 PM Comments No items Budget Category Proposed Budget Change Approved Budget Percentages Sworn Officer Positions:$0 $0 $0 no value Civilian or Non-Sworn Personnel:$0 $0 $0 no value Travel:$0 $0 $0 no value Equipment:$0 $0 $0 no value Supplies:$0 $0 $0 no value SubAwards:$0 $0 $0 no value Procurement Contracts:$963,000 $0 $963,000 no value Other Costs:$0 $0 $0 no value Total Direct Costs:$963,000 $0 $963,000 no value Indirect Costs:$0 $0 $0 no value Total Project Costs:$963,000 $0 $963,000 no value Federal Funds:$963,000 $0 $963,000 100.00% Match Amount:$0 $0 $0 0.00% Program Income:$0 $0 $0 0.00% Budget Category Sworn Officer Civilian Personnel Page: 5 of 19 Packet Page. 1009 Travel Equipment Supplies SubAwards Procurement Contracts Other Costs Indirect Costs [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Other Award Documents [ ] I have read and understand the information presented in this section of the Federal Award Instrument . No other award documents have been added. Award Conditions This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Condition 1 Restrictions on Internal Confidentiality Agreements: No recipient or subrecipient under this award, or entity that receives a contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts the lawful reporting of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. Further Consolidated Appropriations Act, 2024, Public Law 118-47, Division B, Title VII, Section 742. Condition 2 Federal Civil Rights: The recipient and any subrecipient must comply with applicable federal civil rights and nondiscrimination statutes and regulations including: Section 601 of the Civil Rights Act of 1964 (42 U.S.C. § 2000d), as implemented in Subparts C and D of 28 C.F.R. Part 42; section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), as implemented in Subpart G of 28 C.F.R. Part 42; section 901 of the Education Amendments of 1972 (20 U.S.C. § 1681), as implemented in Subpart D of 28 C.F.R. Parts 42 and 54; section 303 of the Age Discrimination Act of 1975 (42 U.S.C. § 6102), as implemented in Subpart I of 28 C.F.R. Part 42; and section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968 (34 U.S.C. § 10228(c)), as implemented in Subpart D of 28 C.F.R. Part 42. In addition to applicable federal statutes and regulations that pertain to civil rights and nondiscrimination, the recipient and any subrecipient must comply with the requirements in 28 C.F.R. Parts 22 (Confidentiality of Identifiable Research and Statistical Information); 28 C.F.R. Part 23 (Criminal Intelligence Systems Operating Policies); 28 C.F.R. Part 38 (Partnerships with Faith-Based and Other Neighborhood Organizations); and 28 C.F.R. Part 46 (Protection of Human Subjects). For an overview of the civil rights laws and nondiscrimination requirements in connection with your award, please see https://www.ojp.gov/program/civil-rights/overview. Page: 6 of 19 Packet Page. 1010 Condition 3 Award Monitoring Activities: Federal law requires that recipients receiving federal funding from the COPS Office must be monitored to ensure compliance with their award conditions and other applicable statutes and regulations. The COPS Office is also interested in tracking the progress of our programs and the advancement of community policing. Both aspects of award implementation—compliance and programmatic benefits—are part of the monitoring process coordinated by the U.S. Department of Justice. Award monitoring activities conducted by the COPS Office include site visits, enhanced office-based grant reviews, alleged noncompliance reviews, financial and programmatic reporting, and audit resolution. As a COPS Office award recipient, you agree to cooperate with and respond to any requests for information pertaining to your award. This includes all financial records, such as general accounting ledgers and all supporting documents. All information pertinent to the implementation of the award is subject to agency review throughout the life of the award, during the close-out process and for three-years after the submission of the final expenditure report. 2 C.F.R. §§ 200.334 and 200.337, and, as applicable, 34 U.S.C. § 10385(a). Condition 4 Authorized Representative Responsibility: The recipient understands that, in accepting this award, the Authorized Representatives declare and certify, among other things, that they possess the requisite legal authority to accept the award on behalf of the recipient entity and, in so doing, accept (or adopt) all material requirements throughout the period of performance under this award. The recipient further understands, and agrees, that it will not assign anyone to the role of Authorized Representative during the period of performance under the award without first ensuring that the individual has the requisite legal authority. Condition 5 Contract Provision: All contracts made by the award recipients under the federal award must contain the provisions required under 2 C.F.R. Part 200, Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. Please see appendices in the Award Owner’s Manual for a full text of the contract provisions. Condition 6 Award Owner’s Manual: The recipient agrees to comply with the terms and conditions in the applicable award year COPS Office Program Award Owner's Manual; DOJ Grants Financial Guide; COPS Office statute (34 U.S.C. § 10381, et seq.) as applicable; Students, Teachers, and Officers Preventing (STOP) School Violence Act of 2018 (34 U.S.C. § 10551, et seq.) as applicable; the requirements of 2 C.F.R. Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards), including subsequent changes, as adopted by the U.S. Department of Justice in 2 C.F.R. § 2800.101; 48 C.F.R. Part 31 (FAR Part 31) as applicable (Contract Cost Principles and Procedures); the Cooperative Agreement as applicable; representations made in the application; and all other applicable program requirements, laws, orders, regulations, or circulars. Failure to comply with one or more award requirements may result in remedial action including, but not limited to, withholding award funds, disallowing costs, suspending, or terminating the award, or other legal action as appropriate. Should any provision of an award condition be deemed invalid or unenforceable by its terms, that provision will be applied to give it the maximum effect permitted by law. Should the provision be deemed invalid or unenforceable in its entirety, such provision will be severed from this award. Condition 7 Duplicative Funding: The recipient understands and agrees to notify the COPS Office if it receives, from any other source, funding for the same item or service also funded under this award. Condition 8 Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and COPS Office authority to terminate award): The recipient and subrecipient agree to comply with the following requirements of 2 C.F.R. Part 175, Appendix A to Part 175 – Award Term: I. Trafficking in Persons (a) Provisions applicable to a recipient that is a private entity. (1) Under this award, the recipient, its employees, subrecipients under this award, and subrecipient’s employees must not engage in: (i) Severe forms of trafficking in persons; (ii) The procurement of a commercial sex act during the period of time that this award or any subaward is in effect; Page: 7 of 19 Packet Page. 1011 (iii) The use of forced labor in the performance of this award or any subaward; or (iv) Acts that directly support or advance trafficking in persons, including the following acts: (A) Destroying, concealing, removing, confiscating, or otherwise denying an employee access to that employee’s identity or immigration documents; (B) Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless: (1) Exempted from the requirement to provide or pay for such return transportation by the Federal department or agency providing or entering into the grant or cooperative agreement; or (2) The employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action; (C) Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment; (D) Charging recruited employees a placement or recruitment fee; or (E) Providing or arranging housing that fails to meet the host country’s housing and safety standards. (2) The Federal agency may unilaterally terminate this award or take any remedial actions authorized by 22 U.S.C. 7104b(c), without penalty, if any private entity under this award: (i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix; or (ii) Has an employee that is determined to have violated a prohibition in paragraph (a)(1) of this this appendix through conduct that is either: (A) Associated with the performance under this award; or (B) Imputed to the recipient or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),’’ as implemented by DOJ at 2 C.F.R. Part 2867. (b) Provision applicable to a recipient other than a private entity. (1) The Federal agency may unilaterally terminate this award or take any remedial actions authorized by 22 U.S.C. 7104b(c), without penalty, if a subrecipient that is a private entity under this award: (i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix; or (ii) Has an employee that is determined to have violated a prohibition in paragraph (a)(1) of this appendix through conduct that is either: (A) Associated with the performance under this award; or (B) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, ‘‘OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),’’ as implemented by 2 C.F.R. Part 2867. (c) Provisions applicable to any recipient. (1) The recipient must inform the Federal agency and the Inspector General of the Federal agency immediately of any information you receive from any source alleging a violation of a prohibition in paragraph (a)(1) of this appendix. (2) The Federal agency’s right to unilaterally terminate this award as described in paragraphs (a)(2) or (b)(1) of this appendix: (i) Implements the requirements of 22 U.S.C. 78, and (ii) Is in addition to all other remedies for noncompliance that are available to the Federal agency under this award. (3) The recipient must include the requirements of paragraph (a)(1) of this award term in any subaward it makes to a private entity. (4) If applicable, the recipient must also comply with the compliance plan and certification requirements in 2 CFR 175.105(b). (d) Definitions. For purposes of this award term: Employee means either: (1) An individual employed by the recipient or a subrecipient who is engaged in the performance of the project or program under this award; or (2) Another person engaged in the performance of the project or program under this award and not compensated by the recipient including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing requirements. Private Entity means any entity, including for-profit organizations, nonprofit organizations, institutions of higher education, and hospitals. The term does not include foreign public entities, Indian Tribes, local governments, or states as defined in 2 CFR 200.1. Page: 8 of 19 Packet Page. 1012 The terms ‘‘severe forms of trafficking in persons,’’ ‘‘commercial sex act,’’ ‘‘sex trafficking,’’ ‘‘Abuse or threatened abuse of law or legal process,’’ ‘‘coercion,’’ ‘‘debt bondage,’’ and ‘‘involuntary servitude’’ have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). Condition 9 Termination: Recipient understands and agrees that the COPS Office may terminate funding, in whole or in part, for the following reasons: (1) When the recipient fails to comply with the terms and conditions of a Federal award. (2) When the recipient agrees to the termination and termination conditions. (3) When the recipient provides the COPS Office written notification requesting termination including the reasons, effective date, and the portion of the award to be terminated. The COPS Office may terminate the entire award if the remaining portion will not accomplish the purposes of the award. (4) Pursuant to any other award terms and conditions, including, when an award no longer effectuates the program goals or agency priorities to the extent such termination is authorized by law. 2. C.F.R. § 200.340. Condition 10 Recipient Integrity and Performance Matters: For awards over $500,000, the recipient agrees to comply with the following requirements of 2 C.F.R. Part 200, Appendix XII to Part 200 – Award Term and Condition for Recipient Integrity and Performance Matters: I. Reporting of Matters Related to Recipient Integrity and Performance (a) General Reporting Requirement. (1) If the total value of your active grants, cooperative agreements, and procurement contracts from all Federal agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient must ensure the information available in the responsibility/qualification records through the System for Award Management (SAM.gov), about civil, criminal, or administrative proceedings described in paragraph (b) of this award term is current and complete. This is a statutory requirement under section 872 of Public Law 110–417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111– 212, all information posted in responsibility/qualification records in SAM.gov on or after April 15, 2011 (except past performance reviews required for Federal procurement contracts) will be publicly available. (b) Proceedings About Which You Must Report. (1) You must submit the required information about each proceeding that— (i) Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; (ii) Reached its final disposition during the most recent five-year period; and (iii) Is one of the following— (A) A criminal proceeding that resulted in a conviction; (B) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (C) An administrative proceeding that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (D) Any other criminal, civil, or administrative proceeding if— (1) It could have led to an outcome described in paragraph (b)(1)(iii)(A) through (C); (2) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (3) The requirement in this award term to disclose information about the proceeding does not conflict with applicable laws and regulations. (c) Reporting Procedures. Enter the required information in SAM.gov for each proceeding described in paragraph (b) of this award term. You do not need to submit the information a second time under grants and cooperative agreements that you received if you already provided the information in SAM.gov because you were required to do so under Federal procurement contracts that you were awarded. (d) Reporting Frequency. During any period of time when you are subject to the requirement in paragraph (a) of this award term, you must report proceedings information in SAM.gov for the most recent five-year period, either to report new information about a proceeding that you have not reported previously or affirm that there is no new information to report. If you have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000, you must disclose semiannually any information about the criminal, civil, and administrative proceedings. (e) Definitions. For purposes of this award term— Administrative proceeding means a nonjudicial process that is adjudicatory in nature to make a determination of fault or Page: 9 of 19 Packet Page. 1013 liability (for example, Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with the performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. Conviction means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. Total value of currently active grants, cooperative agreements, and procurement contracts includes the value of the Federal share already received plus any anticipated Federal share under those awards (such as continuation funding). Condition 11 Reporting Subawards and Executive Compensation: The recipient agrees to comply with the following requirements of 2 C.F.R. Part 170, Appendix A to Part 170 – Award Term: I. Reporting Subawards and Executive Compensation (a) Reporting of first-tier subawards—(1) Applicability. Unless the recipient is exempt as provided in paragraph (d) of this award term, the recipient must report each subaward that equals or exceeds $30,000 in Federal funds for a subaward to an entity or Federal agency. The recipient must also report a subaward if a modification increases the Federal funding to an amount that equals or exceeds $30,000. All reported subawards should reflect the total amount of the subaward. (2) Reporting Requirements. (i) The entity or Federal agency must report each subaward described in paragraph (a)(1) of this award term to the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS) at http://www.fsrs.gov. (ii) For subaward information, report no later than the end of the month following the month in which the subaward was issued. (For example, if the subaward was made on November 7, 2025, the subaward must be reported by no later than December 31, 2025). (b) Reporting total compensation of recipient executives for entities—(1) Applicability. The recipient must report the total compensation for each of the recipient’s five most highly compensated executives for the preceding completed fiscal year if: (i) The total Federal funding authorized to date under this Federal award equals or exceeds $30,000; (ii) in the preceding fiscal year, the recipient received: (A) 80 percent or more of the recipient’s annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and, (iii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 after receiving this subaward. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http:// www.sec.gov/answers/execomp.htm.) (2) Reporting Requirements. The recipient must report executive total compensation described in paragraph (b)(1) of this appendix: (i) As part of the recipient’s registration profile at https://www.sam.gov. (ii) No later than the month following the month in which this Federal award is made, and annually after that. (For example, if this Federal award was made on November 7, 2025, the executive total compensation must be reported by no later than December 31, 2025.) (c) Reporting of total compensation of subrecipient executives—(1) Applicability. Unless a first-tier subrecipient is exempt as provided in paragraph (d) of this appendix, the recipient must report the executive total compensation of each of the subrecipient’s five most highly compensated executives for the subrecipient’s preceding completed fiscal year, if: (i) The total Federal funding authorized to date under the subaward equals or exceeds $30,000; (ii) In the subrecipient’s preceding fiscal year, the subrecipient received: (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards (and subawards) subject to the Transparency Act; and, (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal awards (and subawards) subject to the Transparency Act; and (iii) The public does not have access to information about the compensation of the executives through periodic reports Page: 10 of 19 Packet Page. 1014 filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 after receiving this subaward. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) (2) Reporting Requirements. Subrecipients must report to the recipient their executive total compensation described in paragraph (c)(1) of this appendix. The recipient is required to submit this information to the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS) at http://www.fsrs.gov no later than the end of the month following the month in which the subaward was made. (For example, if the subaward was made on November 7, 2025, the subaward must be reported by no later than December 31, 2025). (d) Exemptions. (1) A recipient with gross income under $300,000 in the previous tax year is exempt from the requirements to report: (i) Subawards, and (ii) The total compensation of the five most highly compensated executives of any subrecipient. (e) Definitions. For purposes of this award term: Entity includes: (1) Whether for profit or nonprofit: (i) A corporation; (ii) An association; (iii) A partnership; (iv) A limited liability company; (v) A limited liability partnership; (vi) A sole proprietorship; (vii) Any other legal business entity; (viii) Another grantee or contractor that is not excluded by subparagraph (2); and (ix) Any State or locality; (2) Does not include: (i) An individual recipient of Federal financial assistance; or (ii) A Federal employee. Executive means an officer, managing partner, or any other employee holding a management position. Subaward has the meaning given in 2 CFR200.1. Subrecipient has the meaning given in 2CFR 200.1. Total Compensation means the cash and noncash dollar value an executive earns during an entity’s preceding fiscal year. This includes all items of compensation as prescribed in 17 CFR 229.402(c)(2). Condition 12 Assurances and Certifications: The recipient acknowledges its agreement to comply with the Assurances and Certifications forms that were signed as part of its application. Condition 13 Conflict of Interest: Recipients and subrecipients must disclose in writing to the COPS Office or pass-through entity, as applicable, any potential conflict of interest affecting the awarded federal funding in 2 C.F.R. § 200.112. Condition 14 Debarment and Suspension: The recipient agrees not to award federal funds under this program to any party which is debarred or suspended from participation in federal assistance programs. 2 C.F.R. Part 180 (Government-wide Nonprocurement Debarment and Suspension) and 2 C.F.R. Part 2867 (DOJ Nonprocurement Debarment and Suspension). Condition 15 Equal Employment Opportunity Plan (EEOP): All recipients of funding from the COPS Office must comply with the federal regulations pertaining to the development and implementation of an Equal Employment Opportunity Plan. 28 C.F.R. Part 42 subpart E. Condition 16 Employment Eligibility: The recipient agrees to complete and keep on file, as appropriate, the Department of Homeland Security, U.S. Citizenship and Immigration Services (USCIS) Employment Eligibility Verification Form (I-9). This form is Page: 11 of 19 Packet Page. 1015 to be used by recipients of federal funds to verify that persons are eligible to work in the United States. Immigration Reform and Control Act of 1986 (IRCA), Public Law 99-603. Condition 17 Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information: Recipients and subrecipients agree not to discharge, demote, or otherwise discriminate against an employee as reprisal for the employee disclosing information that he or she reasonably believes is evidence of gross mismanagement of a federal contract or award, a gross waste of federal funds, an abuse of authority relating to a federal contract or award, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a Federal contract (including the competition for or negotiation of a contract) or award. Recipients and subrecipients also agree to provide to their employees in writing (in the predominant native language of the workforce) of the rights and remedies provided in 41 U.S.C. § 4712. Please see appendices in the Award Owner’s Manual for a full text of the statute. Condition 18 False Statements: False statements or claims made in connection with COPS Office awards may result in fines, imprisonment, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 31 U.S.C. § 3729-3733. Condition 19 Mandatory Disclosure: Recipients and subrecipients must timely disclose in writing to the Federal awarding agency or pass-through entity, as applicable, all federal criminal law violations involving fraud, bribery, or gratuity that may potentially affect the awarded federal funding. Recipients that receive an award over $500,000 must also report certain civil, criminal, or administrative proceedings in SAM and are required to comply with the Term and Condition for Recipient Integrity and Performance Matters as set out in 2 C.F.R. Part 200, Appendix XII to Part 200. Failure to make required disclosures can result in any of the remedies, including suspension and debarment, described in 2 C.F.R. § 200.339. 2 C.F.R. § 200.113. Condition 20 Reports/Performance Goals: To assist the COPS Office in monitoring and tracking the performance of your award, your agency will be responsible for submitting semi-annual programmatic performance reports that describe project activities during the reporting period and quarterly Federal Financial Reports using Standard Form 425 (SF-425). 2 C.F.R. §§ 200.328 - 200.329. The performance report is used to track your agency’s progress in implementing the award, and, as applicable, community policing strategies including gauging the effectiveness of your agency’s community policing capacity. The Federal Financial Report is used to track the expenditures of the recipient’s award funds on a cumulative basis throughout the life of the award. Condition 21 System for Award Management (SAM.gov) and Universal Identifier Requirements: The recipient agrees to comply with the following requirements of 2 C.F.R. Part 25, Appendix A to Part 25 – Award Term: I. System for Award Management (SAM.gov) and Universal Identifier Requirements (a) Requirement for System for Award Management. (1) Unless exempt from this requirement under 2 CFR 25.110, the recipient must maintain a current and active registration in SAM.gov. The recipient’s registration must always be current and active until the recipient submits all final reports required under this Federal award or receives the final payment, whichever is later. The recipient must review and update its information in SAM.gov at least annually from the date of its initial registration or any subsequent updates to ensure it is current, accurate, and complete. If applicable, this includes identifying the recipient’s immediate and highest-level owner and subsidiaries and providing information about the recipient’s predecessors that have received a Federal award or contract within the last three years. (b) Requirement for Unique Entity Identifier (UEI). (1) If the recipient is authorized to make subawards under this Federal award, the recipient: (i) Must notify potential subrecipients that no entity may receive a subaward until the entity has provided its UEI to the recipient. (ii) Must not make a subaward to an entity unless the entity has provided its UEI to the recipient. Subrecipients are not required to complete full registration in SAM.gov to obtain a UEI. (c) Definitions. For the purposes of this award term: System for Award Management (SAM.gov) means the Federal repository into which a recipient must provide the information required for the conduct of business as a recipient. Additional information about Page: 12 of 19 Packet Page. 1016 registration procedures may be found in SAM.gov (currently at https://www.sam.gov). Unique entity identifier means the universal identifier assigned by SAM.gov to uniquely identify an entity. Entity is defined at 2 CFR 25.400 and includes all of the following types as defined in 2 CFR 200.1: (1) Non-Federal entity; (2) Foreign organization; (3) Foreign public entity; (4) Domestic for-profit organization; and (5) Federal agency. Subaward has the meaning given in 2 CFR 200.1. Subrecipient has the meaning given in 2 CFR 200.1. Condition 22 Additional High-Risk Recipient Requirements: The recipient agrees to comply with any additional requirements that may be imposed during the award performance period if the awarding agency determines that the recipient is a high- risk recipient. 2 C.F.R. § 200.208. Condition 23 Criminal Intelligence Systems: Recipients using award funds to operate an interjurisdictional criminal intelligence system must comply with the operating principles of 28 C.F.R. Part 23. At the time of application, the recipient assured the COPS Office that it will comply with the requirements of 28 C.F.R. Part 23. Condition 24 Allowable Costs: The funding under this award is for the payment of approved costs for program-specific purposes. The allowable costs approved for your agency's award are limited to those listed in your agency’s award package. In accordance with 2 C.F.R. § 200.400(g), the recipient or subrecipient must not earn or keep any profit resulting from the award. Your agency may not use award funds for any costs not identified as allowable in the award package. Condition 25 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: Recipient agrees that it, and its subrecipients, will not use award funds to extend, renew, or enter into any contract to procure or obtain any covered telecommunication and video surveillance services or equipment as described in 2 CFR §200.216. Covered services and equipment include telecommunications or video surveillance services or equipment produced or provided by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); or an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of China. The use of award funds on covered telecommunications or video surveillance services or equipment are unallowable. 2. C.F.R. § § 200.216 & 471. See also Section 889 of the John S. McCain National Defense Authorization Act of Fiscal Year 2019, Public Law 115-232. Condition 26 Sole Source Justification: Recipients who have been awarded funding for the procurement of an item (or group of items) or service in excess of $250,000 and who plan to seek approval for use of a noncompetitive procurement process must provide a written sole source justification to the COPS Office for approval prior to obligating, expending, or drawing down award funds for that item or service. 2 C.F.R. § 200.325(b)(2). Condition 27 Buy America Preference Recipients of an award of Federal financial assistance for the construction, alteration, maintenance, or repair of infrastructure are hereby notified that none of the funds provided under this award may be used for an infrastructure project unless: (1) All iron and steel used in the project are produced in the United States—this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; Page: 13 of 19 Packet Page. 1017 (2) All manufactured products used in the project are produced in the United States— this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard that meets or exceeds this standard has been established under applicable law or regulation for determining the minimum amount of domestic content of the manufactured product; and (3) All construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States. The construction material standards are listed below. Incorporation into an infrastructure project. The Buy America Preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America Preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. Categorization of articles, materials, and supplies. An article, material, or supply should only be classified into one of the following categories: (i) Iron or steel products; (ii) Manufactured products; (iii) Construction materials; or (iv) Section 70917(c) materials. An article, material, or supply should not be considered to fall into multiple categories. In some cases, an article, material, or supply may not fall under any of the categories listed in this paragraph. The classification of an article, material, or supply as falling into one of the categories listed in this paragraph must be made based on its status at the time it is brought to the work site for incorporation into an infrastructure project. In general, the work site is the location of the infrastructure project at which the iron, steel, manufactured products, and construction materials will be incorporated. Application of the Buy America Preference by category. An article, material, or supply incorporated into an infrastructure project must meet the Buy America Preference for only the single category in which it is classified. Determining the cost of components for manufactured products. In determining whether the cost of components for manufactured products is greater than 55 percent of the total cost of all components, use the following instructions: (a) For components purchased by the manufacturer, the acquisition cost, including transportation costs to the place of incorporation into the manufactured product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (b)For components manufactured by the manufacturer, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (a), plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the manufactured product. Construction material standards. The Buy America Preference applies to the following construction materials incorporated into infrastructure projects. Each construction material is followed by a standard for the material to be considered “produced in the United States.” Except as specifically provided, only a single standard should be applied to a single construction material. (1) Non-ferrous metals. All manufacturing processes, from initial smelting or melting through final shaping, coating, and assembly, occurred in the United States. (2) Plastic and polymer-based products. All manufacturing processes, from initial combination of constituent plastic or polymer-based inputs, or, where applicable, constituent composite materials, until the item is in its final form, occurred in the United States. (3) Glass. All manufacturing processes, from initial batching and melting of raw materials through annealing, cooling, and cutting, occurred in the United States. (4) Fiber optic cable (including drop cable). All manufacturing processes, from the initial ribboning (if applicable), through buffering, fiber stranding and jacketing, occurred in the United States. All manufacturing processes also include the standards for glass and optical fiber, but not for non-ferrous metals, plastic and polymer-based products, or any others. (5) Optical fiber. All manufacturing processes, from the initial preform fabrication stage through the completion of the Page: 14 of 19 Packet Page. 1018 draw, occurred in the United States. (6) Lumber. All manufacturing processes, from initial debarking through treatment and planing, occurred in the United States. (7) Drywall. All manufacturing processes, from initial blending of mined or synthetic gypsum plaster and additives through cutting and drying of sandwiched panels, occurred in the United States. (8) Engineered wood. All manufacturing processes from the initial combination of constituent materials until the wood product is in its final form, occurred in the United States. Waivers. When necessary, recipients may apply for, and the Office of Community Oriented Policing Services (COPS Office) may grant, a waiver from these requirements. The COPS Office may waive the application of the Buy America Preference when it has determined that one of the following exceptions applies: (1) applying the Buy America Preference would be inconsistent with the public interest; (2) the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or (3) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent. A request to waive the application of the Buy America Preference must be in writing. If requested, the COPS Office will provide instructions on the format, contents, and supporting materials required for any waiver request. Waiver requests are subject to public comment periods of no less than 15 days and must be reviewed by the Made in America Office. Recipients do not need to obtain a waiver of the Buy America Preference requirements from the COPS Office if they will use only iron, steel, manufactured products, and construction materials that meet the criteria as specified above for the project. If a recipient determines a waiver is necessary, an application for a waiver should be submitted as soon as possible and provide detailed information to expedite the COPS Office’s review. Recipients agree not to obligate, expend or draw down funds for infrastructure projects or activities unless they comply with the Buy America Preference requirements or request and obtain a waiver of the requirements from the COPS Office. If you have any questions about this requirement or requesting a waiver of the requirement, please contact your COPS Office Program Manager at 800-421-6770. Condition 28 Domestic preferences for procurements: Recipient agrees that it, and its subrecipients, to the greatest extent practicable, will provide a preference for the purchase, acquisition, or use of goods, products, and materials produced in, and services offered in, the United States. 2. C.F.R. § 200.322 and Executive Order 14005, Ensuring the Future is Made in All of America by All of America’s Workers, January 25, 2021. Condition 29 Requirement to report actual or imminent breach of personally identifiable information (PII). The recipient (and any subrecipient at any tier) must have written procedures in place to respond in the event of an actual or imminent breach (as defined in OMB M-17-12) if it (or a subrecipient)-- 1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of personally identifiable information (PII) (as defined in 2 C.F.R. 200.1) within the scope of a COPS Office grant-funded program or activity, or 2) uses or operates a Federal information system (as defined in OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of PII to the recipient’s COPS Office Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. Condition 30 Page: 15 of 19 Packet Page. 1019 Community Policing: Community policing activities to be initiated or enhanced by your agency were identified and described in your award application. All equipment, technology, training, and civilian positions awarded under your agency's COPS Office award must be linked to the implementation or enhancement of community policing. 34 U.S.C. § 10382 (c)(10). Condition 31 Compliance with National Environmental Policy Act and related statutes: Upon request, the recipient must assist the COPS Office in complying with the National Environmental Policy Act (NEPA), the National Historic Preservation Act, and other related federal environmental impact analyses requirements in the use of these award funds. Accordingly, the recipient agrees to determine if new construction or renovation or remodeling of a property will be funded by the grant, and if so, agrees to comply with all NEPA requirements prior to obligating, expending, or drawing down award funds for any award purposes. The recipient understands and agrees that complying with NEPA may require the preparation of an environmental study, including an Environmental Assessment (EA) and/or an Environmental Impact Statement (EIS), as directed by the COPS Office. The NEPA compliance process may take several months to complete. 42 U.S.C. §§ 4321 et seq. Condition 32 Travel Costs: Travel costs for transportation, lodging and subsistence, and related items are allowable with prior approval from the COPS Office. Payment for allowable travel costs will be in accordance with 2 C.F.R. § 200.475. Condition 33 The Paperwork Reduction Act Clearance and Privacy Act Review: Recipient agrees, if required, to submit all surveys, interview protocols, and other information collections to the COPS Office for submission to the Office of Management and Budget (OMB) for clearance under the Paperwork Reduction Act (PRA). Before submission to OMB, all information collections that request personally identifiable information must be reviewed by the COPS Office to ensure compliance with the Privacy Act. The Privacy Act compliance review and the PRA clearance process may take several months to complete. 44 U.S.C. §§ 3501-3520 and 5 U.S.C. § 552a. Condition 34 Evaluations: The COPS Office may conduct monitoring or sponsor national evaluations of its award programs. The recipient agrees to cooperate with the monitors and evaluators. 34 U.S.C. § 10385(b). Condition 35 Extensions: Recipients may request an extension of the award period to receive additional time to implement their award program. Such extensions do not provide additional funding. Only those recipients that can provide a reasonable justification for delays will be granted no-cost extensions. Extension requests must be received prior to the end date of the award. 2 C.F.R. §§ 200.308(f)(10) and 200.309. Condition 36 Supplementing, not Supplanting: State, local, and tribal government recipients must use award funds to supplement, and not supplant, state, local, or Bureau of Indian Affairs (BIA) funds that are already committed or otherwise would have been committed for award purposes (hiring, training, purchases, and/or activities) during the award period. In other words, state, local, and tribal government recipients may not use COPS Office funds to supplant (replace) state, local, or BIA funds that would have been dedicated to the COPS Office-funded item(s) in the absence of the COPS Office award. 34 U.S.C. § 10384(a). Condition 37 Modifications: Award modifications are evaluated on a case-by-case basis in accordance with 2 C.F.R. § 200.308(i). For federal awards in excess of $250,000, any modification request involving the reallocation of funding between budget categories that exceed or are expected to exceed 10 percent (10%) of the total approved budget requires prior written approval by the COPS Office. Regardless of the federal award amount or budget modification percentage, any reallocation of funding is limited to approved budget categories. In addition, any budget modification that changes the scope of the project requires prior written approval by the COPS Office. Condition 38 Page: 16 of 19 Packet Page. 1020 State Information Technology Point of Contact: The recipient agrees to ensure that the appropriate State Information Technology Point of Contact receives written notification regarding any technology or information-sharing project funded by this award during the obligation and expenditure period. This is to facilitate communication among local and state governmental entities regarding various information technology projects being conducted with these award funds. In addition, the recipient agrees to maintain an administrative file documenting the meeting of this requirement. For a list of State Information Technology Points of Contact, go to https://it.ojp.gov/technology-contacts. Condition 39 Computer Network Requirement: The recipient understands and agrees that no award funds may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography. Nothing in this requirement limits the use of funds necessary for any federal, state, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. Consolidated Appropriations Act, 2024, Public Law 118-42, Division C, Title V, Section 527. Condition 40 Contracts and/or MOUs with Other Jurisdictions: Items funded under this award must only be used for law enforcement activities or services that benefit your agency and the population that it serves and cannot be utilized by other agencies unless the items benefit the population that your agency serves. [ ] I have read and understand the information presented in this section of the Federal Award Instrument . Award Acceptance Declaration and Certification to the U.S. Department of Justice as to Acceptance By checking the declaration and certification box below, I-- A. Declare to the U.S. Department of Justice (DOJ), under penalty of perjury, that I have authority to make this declaration and certification on behalf of the applicant. B. Certify to DOJ, under penalty of perjury, on behalf of myself and the applicant, to the best of my knowledge and belief, that the following are true as of the date of this award acceptance: (1) I have conducted or there was conducted (including by applicant’s legal counsel as appropriate and made available to me) a diligent review of all terms and conditions of, and all supporting materials submitted in connection with, this award, including any assurances and certifications (including anything submitted in connection therewith by a person on behalf of the applicant before, after, or at the time of the application submission and any materials that accompany this acceptance and certification); and (2) I have the legal authority to accept this award on behalf of the applicant. C. Accept this award on behalf of the applicant. D. Declare the following to DOJ, under penalty of perjury, on behalf of myself and the applicant: (1) I understand that, in taking (or not taking) any action pursuant to this declaration and certification, DOJ will rely upon this declaration and certification as a material representation; and (2) I understand that any materially false, fictitious, or fraudulent information or statement in this declaration and certification (or concealment or omission of a material fact as to either) may be the subject of criminal prosecution (including under 18 U.S.C. §§ 1001 and/or 1621, and/or 34 U.S.C. §§ 10271-10273), and also may subject me and the applicant to civil penalties and administrative remedies under the federal False Claims Act (including under 31 U.S.C. §§ 3729-3730 and/or §§ 3801-3812) or otherwise. Agency Approval Title of Approving Official COPS Director Name of Approving Official Hugh T. Clements Signed Date And Time 9/18/24 10:07 PM Page: 17 of 19 Packet Page. 1021 Authorized Representative Page: 18 of 19 Packet Page. 1022 Page: 19 of 19 Packet Page. 1023 peregrine.io Peregrine Partnership Proposal Data Sources: §Tyler Tech CAD §Tyler Tech RMS §Axon Evidence.com Year 1 Price Pricing Pricing Notes:. §Pricing assumes 125mm annual ALPR reads §Pricing assumes 311 sworn officers §Peregrine will cover up to $5,000 for any API / data access fees imposed by in-scope vendors to access their data within Peregrine. §Years 1 and 2 include additional costs for initial setup, data ingestion, data modeling, configuration, support and training §Ongoing year prices covers all aspects of data integration, modeling, cleansing, pipelining, workflow development, and continuous access within the Peregrine platform for the duration of the agency contract Packages Scope Definitions & Deliverables §IA Pro §Flock LPR §Vigilant LPR Core Data Sources Platform Features The following platform features are available at no cost to all Peregrine customers: Core Platform Features Web & Mobile application access for unlimited agency users Rapid search across all in-scope data sources Map, Graph, Tables, Network & Charting functionalities CJIS Compliant secure file storage & sharing APBNet imports Imagery Uploads / GIS Imagery Call Detail Records (CDR) imports DNA / Print Imports Pre-built User Import Capabilities NIBIN Imports via Email Mobile Pings Social Media Warrant (SMW) imports Census Data Weather Data §Genetec CCTV §IVC Trailer Cameras §Brazos RIPA §InTime §Laserfiche §Linear DIMS §AVL (out of CAD) §Crash/Citations (out of CAD) §NIBIN (via huddle) Year 2 Price Year 3 Price Year 4 Price Year 5 Price $400,000 $250,000 $115,500 $115,500 $115,500 Packet Page. 1024 Page 1 Q-617097-45588.708MA Q-617097-45588.708MA Issued: 10/23/2024 Quote Expiration: 12/31/2024 Estimated Contract Start Date: 03/01/2025 Account Number: 106954 Payment Terms: N30 Delivery Method: SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT San Bernardino Police Dept. - CA 710 N D St San Bernardino, CA 92401-1112 USA San Bernardino Police Dept. - CA 710 N D St San Bernardino CA 92401-1112 USA Email: Lauren Gauer Phone: 480-580-3639 Email: lgauer@axon.com Fax: Adam Affrunti Phone: (909) 384-5606 Email: affrunti_ad@sbcity.org Fax: Quote Summary Discount Summary Program Length 60 Months Average Savings Per Year $103,832.76 TOTAL COST $1,919,723.40 ESTIMATED TOTAL W/ TAX $1,943,446.99 TOTAL SAVINGS $519,163.80 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 Packet Page. 1025 Page 2 Q-617097-45588.708MA Payment Summary Date Subtotal Tax Total Feb 2025 $738,700.00 $9,128.72 $747,828.72 Feb 2026 $487,500.00 $6,024.43 $493,524.43 Feb 2027 $231,174.46 $2,856.81 $234,031.27 Feb 2028 $231,174.47 $2,856.81 $234,031.28 Feb 2029 $231,174.47 $2,856.82 $234,031.29 Total $1,919,723.40 $23,723.59 $1,943,446.99 Packet Page. 1026 Page 3 Q-617097-45588.708MA Quote Unbundled Price:$2,438,887.20 Quote List Price:$2,259,145.20 Quote Subtotal:$1,919,723.40 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 60 $30,077.31 $27,081.61 $22,895.39 $1,373,723.40 $8,761.09 $1,382,484.49 A la Carte Hardware 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $2,000.00 $1,800.00 $36,000.00 $3,150.00 $39,150.00 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $5,000.00 $4,500.00 $135,000.00 $11,812.50 $146,812.50 A la Carte Software 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 60 $2,260.27 $2,083.33 $375,000.00 $0.00 $375,000.00 A la Carte Services 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $425.00 $0.00 $0.00 $0.00 $0.00 A la Carte Warranties 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 49 $0.00 $0.00 $0.00 $0.00 $0.00 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 49 $0.00 $0.00 $0.00 $0.00 $0.00 Total $1,919,723.40 $23,723.59 $1,943,446.99 Delivery Schedule Hardware Bundle Item Description QTY Shipping Location Estimated Delivery Date BUNDLE - FUSUS ENTERPRISE PLUS 101386 AXON RESPOND - FUSUSCORE - PRO 2.0 4TB HDD STORAGE 60 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 4 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101390 AXON RESPOND - FUSUSCORE - ELITE 2.0 44TB HDD STORAGE 4 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 10 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101408 AXON RESPOND - FUSUSCORE - CAD 1 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101409 AXON RESPOND - FUSUSCORE - LISTEN 1 1 02/01/2025 A la Carte 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 1 02/01/2025 A la Carte 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 1 02/01/2025 Software Bundle Item Description QTY Estimated Start Date Estimated End Date Packet Page. 1027 Page 4 Q-617097-45588.708MA Software Bundle Item Description QTY Estimated Start Date Estimated End Date BUNDLE - FUSUS ENTERPRISE PLUS 101359 AXON RESPOND - FUSUSONE - ENTERPRISE PLUS LEVEL SAAS 1 03/01/2025 02/28/2030 A la Carte 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 03/01/2025 02/28/2030 Services Bundle Item Description QTY BUNDLE - FUSUS ENTERPRISE PLUS 101421 AXON RESPOND - FUSUS SOFTWARE IMPLEMENTATION 3 A la Carte 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 Warranties Bundle Item Description QTY Estimated Start Date Estimated End Date BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 1 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 60 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 4 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 4 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 10 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 1 02/01/2026 02/28/2030 A la Carte 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 02/01/2026 02/28/2030 A la Carte 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 02/01/2026 02/28/2030 Packet Page. 1028 Page 5 Q-617097-45588.708MA Shipping Locations Location Number Street City State Zip Country 1 710 N D St San Bernardino CA 92401-1112 USA Payment Details Feb 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $144,298.13 $0.00 $144,298.13 Year 1 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $13,852.62 $1,212.10 $15,064.72 Year 1 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $51,947.33 $4,545.39 $56,492.72 Year 1 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 1 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 1 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 1 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $528,601.92 $3,371.23 $531,973.15 Total $738,700.00 $9,128.72 $747,828.72 Feb 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $95,228.56 $0.00 $95,228.56 Year 2 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $9,141.94 $799.92 $9,941.86 Year 2 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $34,282.28 $2,999.70 $37,281.98 Year 2 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 2 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 2 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 2 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $348,847.22 $2,224.81 $351,072.03 Total $487,500.00 $6,024.43 $493,524.43 Feb 2027 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 3 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.33 $4,714.48 Year 3 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 3 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 3 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 3 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 3 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.74 $1,055.01 $166,479.75 Total $231,174.46 $2,856.81 $234,031.27 Feb 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 4 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.33 $4,714.48 Year 4 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 4 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 4 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Packet Page. 1029 Page 6 Q-617097-45588.708MA Feb 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 4 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.75 $1,055.01 $166,479.76 Total $231,174.47 $2,856.81 $234,031.28 Feb 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 5 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.32 $4,714.47 Year 5 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 5 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 5 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 5 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 5 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.75 $1,055.03 $166,479.78 Total $231,174.47 $2,856.82 $234,031.29 Packet Page. 1030 Page 7 Q-617097-45588.708MA Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Packet Page. 1031 Page 8 Q-617097-45588.708MA \s1\\d1\ Signature Date Signed 10/23/2024 Packet Page. 1032 Packet Page. 1033 Packet Page. 1034 Packet Page. 1035 Packet Page. 1036 Packet Page. 1037 Packet Page. 1038 Packet Page. 1039 Packet Page. 1040 Packet Page. 1041 Packet Page. 1042 Packet Page. 1043 Packet Page. 1044 Packet Page. 1045 Packet Page. 1046 Packet Page. 1047 Packet Page. 1048 Packet Page. 1049 Packet Page. 1050 Packet Page. 1051 Packet Page. 1052 Packet Page. 1053 Packet Page. 1054 Packet Page. 1055 Packet Page. 1056 Packet Page. 1057 Packet Page. 1058 Page 1 of 27 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PEREGRINE TECHNOLOGIES, INCORPORATED This Agreement is made and entered into as of November 20th, 2024, by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and Peregrine Technologies Incorporated (a corporation with its principal place of business at 71 Stevenson Street, Floor 7, San Francisco, California 94105) (“Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”. RECITALS A.WHEREAS, City is a public agency of the State of California and is in need of professional services for an unified data platform (“Project”); and B.WHEREAS, Consultant is duly licensed and has the necessary qualifications to provide such services; and C.WHEREAS, the Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct, and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A”. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation a. Subject to paragraph 4b below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A”. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of one million dollars and zero cents ($1,000,000). This amount is to cover all related costs for the duration of the term, and Packet Page. 1059 Page 2 of 27 the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by the Parties and informal consultations with the other party indicate that a change is warranted, it shall be processed by the Consultant forwarding a letter to the City outlining the changes with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through October 2, 2029, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other Packet Page. 1060 Page 3 of 27 acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the Federal, state, and local government (including California Division of Occupational Safety and Health Administration requirements). b. If required, Consultant shall assist the City as requested in obtaining and maintaining all permits required of Consultant by Federal, state, and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and / or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. Packet Page. 1061 Page 4 of 27 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project Packet Page. 1062 Page 5 of 27 (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, Packet Page. 1063 Page 6 of 27 all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. Packet Page. 1064 Page 7 of 27 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. h. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Packet Page. 1065 Page 8 of 27 (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any Federal law. k Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. Packet Page. 1066 Page 9 of 27 17. Indemnification a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify, and hold the City (its elected and appointed officials, officers, employees, agents, and authorized volunteers) free and harmless from any and all claims (demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind in law or equity to property or persons including wrongful death (“Claims”)) in any manner arising out of, pertaining to, or incident to any alleged acts (errors, omissions, or willful misconduct) of Consultant (its officials, officers, employees, subcontractors, consultants, or agents) in connection with the performance of the Consultant’s services, the Project, or this Agreement (including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses). This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City (the City Council, members of the City Council, its employees, or authorized volunteers). Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then and only to the extent required by Civil Code section 2782.8 which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement; and upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim (including the cost to defend) shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). a. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain Packet Page. 1067 Page 10 of 27 registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. c. If the contract is terminated prior to its completion for any reason, Consultant shall refund the monthly prorated cost of the incomplete term. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. Packet Page. 1068 Page 11 of 27 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Jordan Karasik as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Peregrine Technologies, Inc. 71 Stevenson Street, Floor 7 San Francisco, CA 94105 Attn: Jordan Karasik 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. Packet Page. 1069 Page 12 of 27 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A”, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. Packet Page. 1070 Page 13 of 27 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City (during the term of his or her service with City) shall have any direct interest in this Agreement; or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Federal Provisions. Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. As applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference: 44.1.1 Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”); 44.1.2 U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; 44.1.3 Treasury Compliance and Reporting Guidance for the Act; 44.1.4 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; 44.1.5 Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and 44.1.6 Federal contract provisions attached hereto as Exhibit “B” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the Packet Page. 1071 Page 14 of 27 provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1072 Page 15 of 27 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PEREGRINE TECHNOLOGIES, INCORPORATED IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton Acting City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney PEREGRINE TECHNOLOGIES Signature Name Title Packet Page. 1073 Page 16 of 27 EXHIBIT A Packet Page. 1074 Page 17 of 27 EXHIBIT "B" FEDERAL CONTRACT PROVISIONS During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit “B”. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327) A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience. B. Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement: 1.The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2.The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3.The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. 4.The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or Packet Page. 1075 Page 18 of 27 understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5.The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6.The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7.In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8.The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement. The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Packet Page. 1076 Page 19 of 27 Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. C. Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF. D. Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF. E. Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act: 1.Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2.Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section. 3.Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on Packet Page. 1077 Page 20 of 27 account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. 4.Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. F. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.. G. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: 1.Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. 2.Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. H. Appendix II to Part 200 (H) – Debarment and Suspension: 1.This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 Packet Page. 1078 Page 21 of 27 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2.Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3.This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4.Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement. I. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. J. Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials: 1.Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. 2.In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Packet Page. 1079 Page 22 of 27 3.Information about this requirement, along with the list of EPA- designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 4.The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.” K. Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: 1.Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). 1.1. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 1.2. Telecommunications or video surveillance services provided by such entities or using such equipment. 1.3. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 2.See Public Law 115-232, section 889 for additional information. L. Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement: 1.Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. 2.For purposes of this section: 2.1. “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. 2.2. ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics Packet Page. 1080 Page 23 of 27 and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) A. Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. B. Affirmative steps shall include: 1.Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2.Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3.Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; 4.Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and 5.Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. C. Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS A. Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project. B. Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Packet Page. 1081 Page 24 of 27 Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following: 1.Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. 2.Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. 3.OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. 4.Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. 5.Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. 6.New Restrictions on Lobbying, 31 C.F.R. Part 21. 7.Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. C. Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following: 1.Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. 2.The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. 3.Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance. 4.The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. Packet Page. 1082 Page 25 of 27 5.Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. D. False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. E. Protections for Whistleblowers. 1.In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. 2.The list of persons and entities referenced in the paragraph above includes the following: 2.1. A member of Congress or a representative of a committee of Congress; 2.2. An Inspector General; 2.3. The Government Accountability Office; 2.4. A Treasury employee responsible for contract or grant oversight or management; 2.5. An authorized official of the Department of Justice or other law enforcement agency; 2.6. A court or grand jury; or 2.7. A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. F. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on- the-job seat belt policies and programs for their employees when operating company- owned, rented or personally owned vehicles, and encourage its subcontractors to do the same G. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and Packet Page. 1083 Page 26 of 27 subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers. H. Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following: 1.Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. 2.Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. 3.Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov. 4.Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. 5.Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees: The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Packet Page. 1084 Page 27 of 27 contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). 6.Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. 7.Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. 8.Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. 9.Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non- compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. 10.If Consultant makes sub-awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance. Packet Page. 1085 Page 1 of 27 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AXON ENTERPRISE, INCORPORATED This Agreement is made and entered into as of November 20th, 2024, by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and Axon Enterprise, Incorporated (a Delaware corporation with its principal place of business at 17800 North 85th Street, Scottsdale, Arizona 85255) (“Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”. RECITALS A.WHEREAS, City is a public agency of the State of California and is in need of professional services for an unified intelligence platform for real-time crime monitoring (“Project”); and B.WHEREAS, Consultant is duly licensed and has the necessary qualifications to provide such services; and C.WHEREAS, the Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct, and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A”. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation a. Subject to paragraph 4b below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A”. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of one million nine hundred and fifty Packet Page. 1086 Page 2 of 27 thousand dollars ($1,950,000). This amount is to cover all related costs for the duration of the term, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by the Parties and informal consultations with the other party indicate that a change is warranted, it shall be processed by the Consultant forwarding a letter to the City outlining the changes with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through October 2, 2029, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Packet Page. 1087 Page 3 of 27 Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the Federal, state, and local government (including California Division of Occupational Safety and Health Administration requirements). b. If required, Consultant shall assist the City as requested in obtaining and maintaining all permits required of Consultant by Federal, state, and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and / or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. Packet Page. 1088 Page 4 of 27 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project Packet Page. 1089 Page 5 of 27 (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, Packet Page. 1090 Page 6 of 27 all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. Packet Page. 1091 Page 7 of 27 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. h. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Packet Page. 1092 Page 8 of 27 (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any Federal law. k Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. Packet Page. 1093 Page 9 of 27 17. Indemnification a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify, and hold the City (its elected and appointed officials, officers, employees, agents, and authorized volunteers) free and harmless from any and all claims (demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind in law or equity to property or persons including wrongful death (“Claims”)) in any manner arising out of, pertaining to, or incident to any alleged acts (errors, omissions, or willful misconduct) of Consultant (its officials, officers, employees, subcontractors, consultants, or agents) in connection with the performance of the Consultant’s services, the Project, or this Agreement (including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses). This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City (the City Council, members of the City Council, its employees, or authorized volunteers). Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then and only to the extent required by Civil Code section 2782.8 which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement; and upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim (including the cost to defend) shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). a. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain Packet Page. 1094 Page 10 of 27 registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. c. If the contract is terminated prior to its completion for any reason, Consultant shall refund the monthly prorated cost of the incomplete term. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. Packet Page. 1095 Page 11 of 27 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Christopher Jackson as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Axon Enterprise, Inc. 5550 Triangle Parkway NW #100 Peachtree Corners, GA 30092 Attn: Christopher Jackson 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. Packet Page. 1096 Page 12 of 27 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A”, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. Packet Page. 1097 Page 13 of 27 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City (during the term of his or her service with City) shall have any direct interest in this Agreement; or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Federal Provisions. Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. As applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference: 44.1.1 Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”); 44.1.2 U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; 44.1.3 Treasury Compliance and Reporting Guidance for the Act; 44.1.4 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; 44.1.5 Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and Packet Page. 1098 Page 14 of 27 44.1.6 Federal contract provisions attached hereto as Exhibit “B” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1099 Page 15 of 27 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND AXON ENTERPRISE, INCORPORATED IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney AXON ENTERPRISE INC. Signature Name Title Packet Page. 1100 Page 16 of 27 EXHIBIT A See Attachement marked Exhibit A Packet Page. 1101 Page 17 of 27 EXHIBIT "B" FEDERAL CONTRACT PROVISIONS During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit “B”. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327) A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience. B. Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement: 1.The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2.The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3.The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. 4.The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or Packet Page. 1102 Page 18 of 27 understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5.The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6.The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7.In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8.The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement. The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Packet Page. 1103 Page 19 of 27 Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. C. Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF. D. Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF. E. Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act: 1.Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2.Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section. 3.Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on Packet Page. 1104 Page 20 of 27 account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. 4.Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. F. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.. G. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: 1.Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. 2.Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. H. Appendix II to Part 200 (H) – Debarment and Suspension: 1.This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 Packet Page. 1105 Page 21 of 27 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2.Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3.This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4.Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement. I. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. J. Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials: 1.Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. 2.In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Packet Page. 1106 Page 22 of 27 3.Information about this requirement, along with the list of EPA- designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 4.The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.” K. Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: 1.Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). 1.1. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 1.2. Telecommunications or video surveillance services provided by such entities or using such equipment. 1.3. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 2.See Public Law 115-232, section 889 for additional information. L. Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement: 1.Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. 2.For purposes of this section: 2.1. “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. 2.2. ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics Packet Page. 1107 Page 23 of 27 and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 2. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) A. Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. B. Affirmative steps shall include: 1.Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2.Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3.Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; 4.Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and 5.Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. C. Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City. 3. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS A. Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project. B. Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Packet Page. 1108 Page 24 of 27 Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following: 1.Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. 2.Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. 3.OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. 4.Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. 5.Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. 6.New Restrictions on Lobbying, 31 C.F.R. Part 21. 7.Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. C. Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following: 1.Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. 2.The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. 3.Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance. 4.The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. Packet Page. 1109 Page 25 of 27 5.Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. D. False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. E. Protections for Whistleblowers. 1.In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. 2.The list of persons and entities referenced in the paragraph above includes the following: 2.1. A member of Congress or a representative of a committee of Congress; 2.2. An Inspector General; 2.3. The Government Accountability Office; 2.4. A Treasury employee responsible for contract or grant oversight or management; 2.5. An authorized official of the Department of Justice or other law enforcement agency; 2.6. A court or grand jury; or 2.7. A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. F. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on- the-job seat belt policies and programs for their employees when operating company- owned, rented or personally owned vehicles, and encourage its subcontractors to do the same G. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and Packet Page. 1110 Page 26 of 27 subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers. H. Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following: 1.Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. 2.Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. 3.Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov. 4.Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. 5.Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees: The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Packet Page. 1111 Page 27 of 27 contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). 6.Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. 7.Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. 8.Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. 9.Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non- compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. 10.If Consultant makes sub-awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance. Packet Page. 1112 Page 1 Q-617097-45588.708MA Q-617097-45588.708MA Issued: 10/23/2024 Quote Expiration: 12/31/2024 Estimated Contract Start Date: 03/01/2025 Account Number: 106954 Payment Terms: N30 Delivery Method: SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT San Bernardino Police Dept. - CA 710 N D St San Bernardino, CA 92401-1112 USA San Bernardino Police Dept. - CA 710 N D St San Bernardino CA 92401-1112 USA Email: Lauren Gauer Phone: 480-580-3639 Email: lgauer@axon.com Fax: Adam Affrunti Phone: (909) 384-5606 Email: affrunti_ad@sbcity.org Fax: Quote Summary Discount Summary Program Length 60 Months Average Savings Per Year $103,832.76 TOTAL COST $1,919,723.40 ESTIMATED TOTAL W/ TAX $1,943,446.99 TOTAL SAVINGS $519,163.80 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 Packet Page. 1113 Page 2 Q-617097-45588.708MA Payment Summary Date Subtotal Tax Total Feb 2025 $738,700.00 $9,128.72 $747,828.72 Feb 2026 $487,500.00 $6,024.43 $493,524.43 Feb 2027 $231,174.46 $2,856.81 $234,031.27 Feb 2028 $231,174.47 $2,856.81 $234,031.28 Feb 2029 $231,174.47 $2,856.82 $234,031.29 Total $1,919,723.40 $23,723.59 $1,943,446.99 Packet Page. 1114 Page 3 Q-617097-45588.708MA Quote Unbundled Price:$2,438,887.20 Quote List Price:$2,259,145.20 Quote Subtotal:$1,919,723.40 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 60 $30,077.31 $27,081.61 $22,895.39 $1,373,723.40 $8,761.09 $1,382,484.49 A la Carte Hardware 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $2,000.00 $1,800.00 $36,000.00 $3,150.00 $39,150.00 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $5,000.00 $4,500.00 $135,000.00 $11,812.50 $146,812.50 A la Carte Software 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 60 $2,260.27 $2,083.33 $375,000.00 $0.00 $375,000.00 A la Carte Services 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $425.00 $0.00 $0.00 $0.00 $0.00 A la Carte Warranties 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 49 $0.00 $0.00 $0.00 $0.00 $0.00 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 49 $0.00 $0.00 $0.00 $0.00 $0.00 Total $1,919,723.40 $23,723.59 $1,943,446.99 Delivery Schedule Hardware Bundle Item Description QTY Shipping Location Estimated Delivery Date BUNDLE - FUSUS ENTERPRISE PLUS 101386 AXON RESPOND - FUSUSCORE - PRO 2.0 4TB HDD STORAGE 60 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 4 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101390 AXON RESPOND - FUSUSCORE - ELITE 2.0 44TB HDD STORAGE 4 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 10 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101408 AXON RESPOND - FUSUSCORE - CAD 1 1 02/01/2025 BUNDLE - FUSUS ENTERPRISE PLUS 101409 AXON RESPOND - FUSUSCORE - LISTEN 1 1 02/01/2025 A la Carte 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 1 02/01/2025 A la Carte 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 1 02/01/2025 Software Bundle Item Description QTY Estimated Start Date Estimated End Date Packet Page. 1115 Page 4 Q-617097-45588.708MA Software Bundle Item Description QTY Estimated Start Date Estimated End Date BUNDLE - FUSUS ENTERPRISE PLUS 101359 AXON RESPOND - FUSUSONE - ENTERPRISE PLUS LEVEL SAAS 1 03/01/2025 02/28/2030 A la Carte 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 03/01/2025 02/28/2030 Services Bundle Item Description QTY BUNDLE - FUSUS ENTERPRISE PLUS 101421 AXON RESPOND - FUSUS SOFTWARE IMPLEMENTATION 3 A la Carte 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 Warranties Bundle Item Description QTY Estimated Start Date Estimated End Date BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 1 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 60 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 4 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 4 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 10 02/01/2026 02/28/2030 BUNDLE - FUSUS ENTERPRISE PLUS 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 1 02/01/2026 02/28/2030 A la Carte 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 02/01/2026 02/28/2030 A la Carte 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 02/01/2026 02/28/2030 Packet Page. 1116 Page 5 Q-617097-45588.708MA Shipping Locations Location Number Street City State Zip Country 1 710 N D St San Bernardino CA 92401-1112 USA Payment Details Feb 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $144,298.13 $0.00 $144,298.13 Year 1 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $13,852.62 $1,212.10 $15,064.72 Year 1 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $51,947.33 $4,545.39 $56,492.72 Year 1 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 1 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 1 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 1 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $528,601.92 $3,371.23 $531,973.15 Total $738,700.00 $9,128.72 $747,828.72 Feb 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $95,228.56 $0.00 $95,228.56 Year 2 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $9,141.94 $799.92 $9,941.86 Year 2 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $34,282.28 $2,999.70 $37,281.98 Year 2 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 2 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 2 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 2 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $348,847.22 $2,224.81 $351,072.03 Total $487,500.00 $6,024.43 $493,524.43 Feb 2027 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 3 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.33 $4,714.48 Year 3 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 3 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 3 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 3 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 3 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.74 $1,055.01 $166,479.75 Total $231,174.46 $2,856.81 $234,031.27 Feb 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 4 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.33 $4,714.48 Year 4 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 4 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 4 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Packet Page. 1117 Page 6 Q-617097-45588.708MA Feb 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 4 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.75 $1,055.01 $166,479.76 Total $231,174.47 $2,856.81 $234,031.28 Feb 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 101360 AXON RESPOND - FUSUSONE - ENTERPRISE SAAS EXPANSION 3 $45,157.77 $0.00 $45,157.77 Year 5 101389 AXON RESPOND - FUSUSCORE - PRO AI 8TB HDD STORAGE 20 $4,335.15 $379.32 $4,714.47 Year 5 101391 AXON RESPOND - FUSUSCORE - ELITE AI 2.0 44TB HDD STORAGE 30 $16,256.80 $1,422.47 $17,679.27 Year 5 101422 AXON RESPOND - FUSUS HARDWARE DEPLOYMENT 88 $0.00 $0.00 $0.00 Year 5 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 30 $0.00 $0.00 $0.00 Year 5 101424 AXON RESPOND - FUSUSCORE - EXTENDED WARRANTY 20 $0.00 $0.00 $0.00 Year 5 M00019 BUNDLE - FUSUS ENTERPRISE PLUS 1 $165,424.75 $1,055.03 $166,479.78 Total $231,174.47 $2,856.82 $234,031.29 Packet Page. 1118 Page 7 Q-617097-45588.708MA Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Packet Page. 1119 Page 8 Q-617097-45588.708MA \s1\\d1\ Signature Date Signed 10/23/2024 Packet Page. 1120 1 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND VECTOR RESOURCES INCORPORATED This Agreement is made and entered into as of November 20th, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Vector Resources Inc (also known as Vector USA), a Corporation with its principal place of business at 8647 E Ninth Street, Rancho Cucamonga, Ca. 91730 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of vendor services for the following project: Creation of a public safety camera system in the Downtown area of San Bernardino. B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 3. Vendor Practices. All vendor services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1121 2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $1,350,000.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on September 4, 2024 and continue through the completion of services as set forth in Exhibit “A,” unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. Packet Page. 1122 3 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the industry currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. Packet Page. 1123 4 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. Packet Page. 1124 5 b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury Packet Page. 1125 6 and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Packet Page. 1126 7 f. Privacy/Network Security (Cyber) At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code. g. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. h. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1127 8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1128 9 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. k. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1129 10 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1130 11 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole Packet Page. 1131 12 satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Skyler Peterson as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Lieutenant Michele Mahan With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Vector Resources Inc 8647 Ninth Street Rancho Cucamonga, Ca. 91730 Attn: Scott Shiffer 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal Packet Page. 1132 13 opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1133 14 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1134 15 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signatures. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1135 16 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. Packet Page. 1136 45. Federal Provisions. Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. As applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference: 45.1.1 Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”); 45.1.2 U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; 45.1.3 Treasury Compliance and Reporting Guidance for the Act; 45.1.4 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; 45.1.5 Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and 45.1.6 Federal contract provisions attached hereto as Exhibit “C” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON FOLLOWING PAGE] 16 Packet Page. 1137 17 SIGNATURE PAGE FOR VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND VECTOR USA IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO VECTOR USA APPROVED BY: Rochelle Clayton Acting City Manager ATTESTED BY: Signature Name Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Title Best Best & Krieger LLP City Attorney Packet Page. 1138 18 EXHIBIT A SCOPE OF SERVICES/SCHEDULE OF CHARGES PROJECT OVERVIEW The City is seeking to replace the existing camera system with a modern camera system that functions reliably and meets the City’s goal of improving public safety. The project will start with the Downtown area but in future years will be expanded outside of that initial camera zone. The current project zone is within the boundaries of 5th Street to the north, Waterman Avenue to the east, Rialto Avenue to the south, and Interstate 215 to the west. This downtown area will be the core of a future citywide camera system, so it should be built to accommodate future outward expansion at a later date. The City’s goals for the Downtown camera zone are to improve public safety and reduce crime, along with encouraging economic development and growth within the heart of the City. The cameras are intended to accomplish this by making a wider area of the Downtown area visible to the Police Department through the camera system, allowing police personnel an increased opportunity to detect crime before it is reported. The cameras should also act as a crime deterrent for the area and as an investigative tool to help police respond more effectively when incidents do take place within the camera zone. Ultimately, the Downtown should be saturated with cameras so that it would be difficult for the suspect of a crime to enter or exit the area without being detected, and that it would be highly likely that any crime committed in the area would be viewed on camera. The new system should have reliable connectivity, allowing every one of the cameras to communicate constantly with the network and broadcast video feeds. The cameras should have high quality resolution and functionality in both daylight and darkness. The cameras should have constant 360 degree viewing capability with zoom or directional viewing capacity. Some of the cameras at major intersections or public gathering spaces should be highly visible with flashing blue lights or signage to inform the public that security cameras are in use. At minimum, cameras should be highly visible in gateway locations to the downtown area, with other locations within the zone identified as additional high visibility locations. Packet Page. 1139 19 The crime camera system is intended to send video feed into a future Real Time Information Center (RTIC). The RTIC will be staffed with personnel who must be able to select camera feeds, control pan tilt zoom (PTZ) cameras, and zoom in closer to activity within the camera zone. The cameras should be high enough resolution to allow for a constant clear view while in both wide angle and zoomed in viewing use. PROJECT SPECIFICATIONS The Downtown camera zone will include up to 50 cameras. The cameras are to be mounted outdoors and must be designed to withstand all weather conditions. The cameras should be able to send video feed through a wireless signal to a base station or communication node that will then feed data from cameras to a monitoring center located in the Police Department building located at 710 N. D Street in San Bernardino. CAMERA SPECIFICATIONS The Cameras should meet the following minimum requirements. •Cameras must have 1080P or higher resolution. •Cameras should have a high enough frame rate to ensure motion viewed through the camera system appears fluid. •Cameras must have a wide dynamic range to depict a clear picture in both daylight and darkness conditions. •Cameras must be dust and watertight to withstand various weather conditions and operate continuously in an outdoor environment. •Cameras must be pole mountable with mounts being capable of withstanding high wind conditions. •Remote controllable •Cameras should be capable of locally retaining video for at least 30 days. CAMERA CONNECTIVITY TO NETWORK There is no fiber-optic cable availability for connecting cameras to a camera network, so all cameras installed must rely on a wireless connection to the camera network. The vendor must build the necessary infrastructure to ensure there is sufficient backhaul capacity to allow all cameras on the network to function simultaneously and continuously. Packet Page. 1140 20 •The cameras should not be reliant upon cellular connection. ADDITIONAL SPECIFICATIONS •The system must be compliant with the Federal Information Security Management Act. •Components of the system must be ONVIF compliant. •All equipment installed and labor must be warrantied for at least five years. •The vendor must have all tools and equipment necessary to complete the installation and ongoing maintenance of the camera system. City equipment will not be available for use by the vendor for installation and maintenance of the camera system. •The vendor must ensure the camera system is compliant with video retention requirements in the State of California. DESIRED LOCATIONS The City has identified multiple locations it believes are desirable for camera placement to serve the goals of the project. It recognizes that there may be a need to alter some of the proposed locations to ensure proper functionality of the camera system. If a vendor does not believe it can install a camera in one of the identified locations, it may propose an alternative location that is close and could offer a similar view of the area. The locations identified are as follows: 1. 5th Street and Sierra H Street 2. 5th Street and G Street 3. 5th Street and F Street 4. 5th Street and E Street 5. 5th Street and D Street 6. 5th Street and Arrowhead Avenue 7. 5th Street and Mountain View Avenue 8. 5th Street and Sierra Way 9. 5th Street and Sepulveda Avenue 10. 5th Street and Belle Street 11. 5th Street and Waterman Avenue 12. 4th Street and H Street * 13. 4th Street and G Street Packet Page. 1141 21 14. 4th Street and F Street 15. 4th Street and E Street 16. 4th Street and D Street 17. 4th Street and Arrowhead Avenue 18. 4th Street and Sierra Way 19. 4th Street and Waterman Avenue 20. Court Street and E Street 21. Court Street Square (City Hall Open Air Parking Lot) * 22. Court Street and D Street 23. Court Street and Arrowhead Avenue 24. 3rd Street and H Street 25. 3rd Street and D Street 26. 3rd Street and Arrowhead Avenue 27. 3rd Street and Mountain View Avenue * 28. 3rd Street and Sierra Way 29. 3rd Street and Allen Street * 30. 3rd Street and Waterman Avenue 31. 2nd Street and G Street 32. 2nd Street and F Street 33. 2nd Street and E Street 34. 2nd Street and D Street 35. 2nd Street and Arrowhead Avenue 36. 2nd Street and Mountain View Avenue * 37. 2nd Street and Sierra Way 38. 2nd Street and Waterman Avenue 39. Rialto Avenue and G Street 40. Rialto Avenue and F Street 41. Rialto Avenue and E Street 42. Rialto Avenue and D Street 43. Rialto Avenue and Arrowhead Avenue 44. Rialto Avenue and Sierra Way 45. Rialto Avenue and Allen Street * 46. Rialto Avenue and Waterman Avenue Packet Page. 1142 22 All locations indicated are signal controlled intersections, with exception to those marked with an asterisk (*) Packet Page. 1143 23 EXHIBIT B FEDERAL REQUIREMENTS All equipment supplied by the vendor must be compliant with 2 CFR 200.216, Federal Rule (L) as indicated below. (L) Ban on Foreign Telecommunications – Federal grant funds may not be used to purchase equipment, services, or systems that use “covered telecommunications” equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. “Covered telecommunications” means purchases from Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). Packet Page. 1144 24 EXHIBIT "C" FEDERAL CONTRACT PROVISIONS During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit “C”. 1.REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327) (a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience. (b) Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement: (i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. (iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Packet Page. 1145 25 (v) The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement. The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Packet Page. 1146 26 Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. (c) Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF. (d) Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF. (e) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act: (i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section. (iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. (f) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § Packet Page. 1147 27 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.. (g) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: (i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (h) Appendix II to Part 200 (H) – Debarment and Suspension: (i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement. (i) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier Packet Page. 1148 28 above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. (j) Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials: (i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. (iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.” (k) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: (i) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (2) Telecommunications or video surveillance services provided by such entities or using such equipment. Packet Page. 1149 29 (3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (l) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement: (i) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (ii) For purposes of this section: (1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 2.CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (a) Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. (b) Affirmative steps shall include: (i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. Packet Page. 1150 30 (c) Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City. 3.COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS (a) Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project. (b) Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following: (i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21. (vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. (c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following: Packet Page. 1151 31 (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. (iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance. (iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. (d) False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. (e) Protections for Whistleblowers. (i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following: Congress; (1) A member of Congress or a representative of a committee of (2) An Inspector General; (3) The Government Accountability Office; (4) A Treasury employee responsible for contract or grant oversight or management; Packet Page. 1152 32 (5) An authorized official of the Department of Justice or other law enforcement agency; (6) A court or grand jury; or (7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. (f) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same (g) Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers. (h) Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following: (i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov. (iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. Packet Page. 1153 33 (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees: The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub-awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance. Packet Page. 1154 Packet Page. 1155 Packet Page. 1156 Packet Page. 1157 10-21-2024 Packet Page. 1158 Packet Page. 1159 Packet Page. 1160 Packet Page. 1161 10-21-2024 Packet Page. 1162 SB City Real Time Information Center Presented by Chief Goodman Packet Page. 1163 Background •On January 31, staff provided the Mayor and City Council a study session regarding Economic Development & City Reinvestment. •The Police Department explained the benefits and need to develop a Real-Time Information Center (RTIC). •Council provided guidance and directed the Department return with a plan and cost to develop a RTIC. Packet Page. 1164 Real Time Information Center •Faster Response Times •Provides officers with real-time data and video feeds to help respond quickly to crime •Provides an efficient proactive policing tool •Improved Investigations •Help locate suspects, document evidence, and identify crime trends •Proactive Policing •Force multiplier •Cost-effective •Reduction in hours dedicated to preventing and solving crime. Packet Page. 1165 Cameras Qualities •Cameras act as a crime deterrent •Active and investigative monitoring resource •Critical factors to success •Camera locations •Camera type •Integration into the police department •Staff Packet Page. 1166 Operations Management Platform PEREGRINE •Unifies and consolidates data across disparate systems allowing users to quickly identify trends, uncover insights, and answer complex questions to make. •Improves operational decision making •Eliminates unnecessary manual labor required to search for and identify multiple data sources. •Leverages real-time data to understand and overcome difficult problems. Packet Page. 1167 RTIC Data Integration Software Packet Page. 1168 Staff •Originally anticipated adding twelve employees to operate the RTIC. •The Department has since identified efficiencies generated by the camera program and data integration software that will allow for the re-allocation of existing staff to operate the RTIC at a cost saving of nearly $1 million. •Case filing unit •Investigations •Community Service Officers •The Department will start the RTIC with existing staff and return when the need for additional staff is identified. Packet Page. 1169 Procurement Process •Cameras •RFP F-24-05 •Vector Resources Inc. was selected as best the best option bidder •Data Integration Software •Peregrine Technologies Inc. – Five Year Contract •Fusus by Axon – Five Year Contract •Sole Source Vendors (Allowed per CFR 200.320(c)(2),(5) Packet Page. 1170 Funding Sources •ARPA Funding - $2,497,500 •ARPA funds must be expended by Dec. 2026 •Can only pay for first two years of contracts •COPS Tech and Equip Program Funding - $963,000 •Funds were awarded to support the development of a city camera system •Remaining $245,154.28 will be used to expand the camera program •General Funds - $1,049,593.84 •*General fund costs begin Jan. 2027 and are divided over three years. Total Cost ARPA Funds Cops Tech & Equip Funds General Fund Fusus $1,943,446.99 $1,241,353.15 $0 $702,093.84* Peregrine $997,500 $650,000 $0 $347,500* Vector $1,326,939.56 $606,146.85 $720,845.72 $0 Total $4,267,939.56 $2,497,500 $720,845.72 $1,049,493.84* Packet Page. 1171 Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the following: 1. The City Manager to accept the FY2024 COPS Technology and Equipment Program Funds. 2. The City Manager to execute professional service agreements with Vector Resources Inc., for the creation of a public safety surveillance system, Peregrine Technologies Inc. for a real-time decision and operations management platform and Axon for Fusus by Axon, for data integration software and subsequent amendments. 3. The Interim Director of Finance and Management Services to amend the Fiscal Year 2023/24 Adopted Budget by $963,000 in revenues and expenditures. 4. The Interim Director of Finance and Management Services to issue purchase orders in amounts not to exceed $1,350,000, to Vector Resources Inc., $1,000,000 to Peregrine Technologies Inc., and an amount not to exceed $1,950,000 to Axon for Fusus by Axon. Packet Page. 1172 Questions? Packet Page. 1173 2 3 6 8 DISCUSSION City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; C. Jeannie Fortune, Interim Director of Finance & Management Services Department:Finance & Management Services Subject:Approval of the Software and Implementation Services with Gray Quarter / Accela for the integration of a Land Management System, and Related Staffing Actions (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the software and implementation services with Gray Quarter / Accela, for the implementation of an integrated Land Management System (LMS) in a not-to- exceed amount of $3,200,000, for the term beginning January 1, 2025 and ending June 30, 2027; 2. Authorize the City Manager, or designee, to sign the agreements, make ministerial revisions and any subsequent amendments to the scope of work without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; 3. Authorize the City Manager, or designee, to execute seven (7) optional one-year amendments at approximately $500,000 annually for FYs 2026-27 through 2032- 33; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $520,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026; and Packet Page. 1174 2 3 6 8 5. Authorize the City Manager, or designee, to execute a Professional Services Agreements with Willdan, CSG Consultants, and Rick Engineering each for an amount not to exceed $448,800 respectively (includes a 10% contingency), for supplemental staffing and execute all documents to effectuate the Agreement for the term beginning January 1, 2025, and ending December 31, 2026. Executive Summary Upgrading to a modern land management system with permitting capabilities can help improve a local government's workflow, reduce risks, and improve stakeholder trust: •Reduce risks - Land management systems can help reduce the likelihood of operational and reputational risks; •Improve stakeholder trust - Land management systems can improve stakeholder trust, which can impact projects and schedules; •Improve workflow - Land management systems can automate routine tasks, which can improve workflow efficiency and reduce manual effort; •Improve compliance - Land management systems can help with compliance with local, state, and national legislation, regulatory requirements, and social obligations; •Improve transparency - Land management systems can bring together subject matter experts into one process, allowing them to collaborate and communicate more effectively; •Improve communication - Land management systems can improve communication between agency offices and concerned parties. Background The City of San Bernardino was awarded $77,656,407 under the American Rescue Plan Act (ARPA). The City received half of the funds in May 2021, and the remainder of the funds in May of 2022. On July 19, 2023 staff presented an ARPA Update to the Mayor and City Council. At that time, $10,000,000 in ARPA funds was allocated to fund the City’s Enterprise Resource Planning (ERP) systems for financial, budgeting, human capital management and the Land Management system (LMS) to improve city- wide operations, streamline processes related to permitting, building safety, and other land management functions. The LMS will replace outdated systems like PermitsPlus, which has been in place for years but lacks the flexibility and automation necessary for modern city planning. These improvements aim to enhance efficiency, transparency, and service delivery for managing land-related activities in the City, making it easier for officials and the public to access and track relevant information. Staff’s estimate that a system able to serve all of the permitting, building and safety, and other land management functions will cost approximately $5,000,000, of which $3,200,000 will be ARPA funded. Discussion A land management system helps municipalities organize and manage land use, development, and property information. It handles important tasks like zoning, issuing Packet Page. 1175 2 3 6 8 building permits, keeping property records, and planning infrastructure like roads and utilities. The system ensures that land is used in a way that supports the community's goals, protects the environment, and provides necessary public services. It also makes it easier to involve the public in land-related decisions, helping the municipality grow in a balanced and efficient way. The City of San Bernardino currently operates with PermitsPlus for land management. This system is outdated and limits the City’s ability to provide efficient and streamlined services to citizens and businesses. PermitsPlus is a legacy system that has served its purpose but is no longer viable due to its outdated infrastructure. Current technological advancements have outpaced its capabilities, and the system is no longer being developed or supported by Accela, the product manufacturer. This leaves the City with outdated tools, limited functionality, and growing operational risks. Transitioning to a modernized LMS will address key challenges such as outdated technology, fragmented processes, and difficulty in accessing real-time data. This initiative is part of the broader effort to modernize City operations and ensure long-term sustainability in land management activities. SOFTWARE RFP #F-23-78 was posted on October 16, 2023. At the time of the close of the RFP on November 30, 2023, proposals were received from 10 vendors: •Accela •Applications Software Technology, LLC •CentralSquare Technologies, LLC •Infor US, LLC •MainStar •Online Solutions, LLC •The Davenport Group USA, LTD •TruePoint Solutions •Tyler Technologies •Visionary Integration Professionals The 10 proposals were evaluated by the LMS Project Management Firm, ClientFirst Technology Consulting, based on non-price factors such as alignment with the project scope, implementation approach, business process expertise, past experience, project management capabilities, consultant skills and experience, ability to meet functional requirements, and compliance with the City’s contract terms. The final decision was primarily based on how well each proposed solution met the City's overall functional requirements, as outlined in the RFP. Accela's land management system is a cloud-based Software as a Service (SaaS) solution that helps government agencies and planning departments manage land use and planning processes such as Civic Application for Planning; this will automate and streamline planning applications, zoning regulations, development projects, public engagement, plans review, and permit applications. Packet Page. 1176 2 3 6 8 Accela has been selected to modernize the City’s land management and permitting systems, based on its strong reputation and extensive experience in government technology. With over 20 years of service and a client base of more than 600 government agencies globally, Accela is recognized for providing reliable, scalable solutions that improve operational efficiency and public service delivery. Accela’s proven track record in successfully transitioning municipalities from legacy systems to modern, integrated platforms was a key factor in its selection. The company's history and deep understanding of government processes ensure that the City will benefit from a trusted partner capable of supporting its long-term goals and evolving needs. Accela Automation offers modern features that PermitsPlus lacks, such as integration with geographic information systems (GIS), mobile inspections, enhanced cross- departmental workflows, and real-time updates for public and internal users. Field workers can perform inspections or updates even in areas without network access, which was previously impossible with PermitsPlus. This offline functionality will allow for work in remote areas and ensure faster project completion. The transition to Accela enables streamlined workflows, automated permit tracking, and reporting. For example, instead of manually managing tasks across multiple departments, Accela automates these functions, reducing errors and duplication of efforts. Approval is requested to contract with Accela based upon RFP #F-23-78 issued by the City of San Bernardino on October 16, 2023. The effective date of the contract is January 1, 2025 through December 31, 2026 and has ten (10) optional one-year amendments. DATA CONVERSION Onsite Computing Inc. (OSCI) will assist the City of San Bernardino with its transition to the new Land Management System (LMS) within Accela. With over 20 years of experience serving businesses, non-profits, and government organizations in Southern California, OSCI offers expertise in areas such as cybersecurity, compliance, and data migration. OSCI's proposal focuses on data extraction and conversion, supporting the transition of various records from existing systems like ESRI ArcGIS, PermitsPlus, Go Enforce, Go Gov, and Progressive Solutions into the new Accela LMS. The project involves migrating significant volumes of records, including building permits, inspections, planning projects, and business licenses, with a retention period of five years for each. The proposed project cost is $520,000 (includes a 10% contingency), spanning two years, with a planned kick-off in January 2025 and completion by January 2027. This includes the establishment of secure cloud resources within AWS Gov-Cloud for data extraction and staging, ensuring a secure and compliant environment throughout the process. OSCI will also provide technical support and training for City staff to ensure a seamless transition. Packet Page. 1177 2 3 6 8 SUPPLEMENTAL STAFFING Staff seeks approval to enter into a Professional Services Agreement with Willdan, CSG Consultants, and Rick Engineering Company for temporary staffing support during the implementation and integration of the City’s Land Management System (LMS). The contracted personnel will assist with daily operations, allowing City staff to focus on key tasks such as system integration, data migration, user training, and technical support. This temporary support will help ensure the smooth integration of the LMS into municipal functions, minimizing disruptions and meeting project deadlines. For 60 years, Willdan has delivered engineering and energy solutions that have transformed the public sector, implementing over 100 utility programs and supporting 230,000 public entities. Willdan also specializes in providing skilled temporary staffing for large-scale projects, ensuring well-trained personnel maintain operational continuity. Temporary staffing is particularly important for departments like Community Development & Housing and Public Works, allowing City staff to focus on key tasks such as workflow validation, technical troubleshooting, and data migration without disrupting daily operations. Since 1991, CSG Consultants has exclusively served public agencies, sharing their commitments to the members of their communities and seamlessly providing a wide range of municipal services—from planning to community preservation. CSG Consultants seamlessly delivers a wide range of municipal services and contract staff support to over 200 communities throughout California and Nevada, which includes providing contract staff support, entitlement services and project management. In November 2018, CSG Consultants announced that it would transition to a 100% employee-owned company. The decision to become an employee-owned company ensures their commitment to each of their clients. For over 65 years, Rick Engineering Company has partnered with public and private entities to provide innovative engineering, planning, and design solutions across multiple disciplines. Rick Engineering has supported cities and municipalities with a range of services, including civil engineering, land use planning, transportation design, and environmental consulting. Their expertise ensures that complex projects, such as infrastructure improvements and urban development, are executed efficiently, helping public agencies achieve their operational and community goals. Temporary staffing is crucial for the successful implementation of the Land Management System (LMS) in departments like Community Development & Housing and Public Works. In Community Development & Housing, the LMS transition involves migrating workflows related to permit applications, inspections, code enforcement, and public inquiries. While permanent staff focus on validating workflows, resolving system issues, and ensuring regulatory compliance, temporary staff will maintain daily operations, such as permit issuance and zoning compliance. In Public Works, temporary staffing will support tasks like project documentation, plan reviews, and Packet Page. 1178 2 3 6 8 technical inquiries, allowing permanent staff to focus on validating engineering workflows and addressing system issues. This ensures operational continuity and uninterrupted services during the LMS integration. The investment in temporary staffing, will be balanced by the benefits of ensuring uninterrupted services and the successful implementation of the LMS. Willdan's, CSG Consultants’, and Rick Engineering’s services are proposed for the period from January 2025 through December 2026. The Agreement with Onsite Computing for data conversion services and Willdan and CSG Consultants for supplemental staffing is being brought forward for the Mayor and City Council's approval in accordance with Section 3.04.010 D.3. of the City's Municipal Code and Section V (e) of the City's Purchasing Policy (Attachment 4). As outlined in both the Municipal Code and Purchasing Policy, a purchase that is otherwise approved by the action of the Mayor and City Council in a public meeting is exempt from the City's Purchasing Policy. Mayor, City Council and City Manager Goals and Objectives Investments in the community using the American Rescue Plan funds support Key Strategic Goal 2. Focused, Aligned Leadership and Unified Community, b. Evaluate operations and performance, investment in resources, technology, and tools to continually improve organizational efficiency and effectiveness; and Goal 3. Improved Quality of Life. Fiscal Impact The total estimated cost for the ERP Migration project is detailed below: Funding Sources Project/Vendor Amount 1. ARPA Land Management System – Gray Quarter $3,200,000 2. IT Adopted FY2024-25 Budget Onsite Computing – Data conversion $520,000 3. IT Adopted FY2024-25 Budget Willdan – Supplemental staffing CSG Consultants – Supplemental staffing Rick Engineering Company – Supplemental Staffing $448,800 $448,800 $448,800 TOTAL PROJECT ESTIMATE $5,066,400 Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the software and implementation services with Gray Quarter / Accela, for the implementation of an integrated Land Management System (LMS) in the Packet Page. 1179 2 3 6 8 amount of $3,200,000, for the term beginning January 1, 2025, and ending June 30, 2027; 2. Authorize the City Manager, or designee, to sign the agreement, make ministerial revisions and any subsequent amendments to the scope of work without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; 3. Authorize the City Manager, or designee, to execute seven (7) optional one-year amendments at approximately $500,000 annually for FYs 2026-27 through 2032- 33; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $520,00 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025, and ending December 31, 2026; and 5. Authorize the City Manager, or designee, to execute a Professional Services Agreements with Willdan, CSG Consultants, and Rick Engineering each for an amount not to exceed $448,800 respectively (includes a 10% contingency), for supplemental staffing and execute all documents to effectuate the Agreement for the term beginning January 1, 2025, and ending December 31, 2026. Attachments Attachment 1 Accela Subscription Agreement Attachment 2 Gray Quarter Subscription / EPH Subscription Agreements Attachment 3 Gray Quarter Professional Services Agreement Attachment 4 Purchasing Policy Attachment 5 Professional Services Agreement Onsite Computing Inc. Attachment 6 Professional Services Agreement Willdan Engineering Attachment 7 Professional Services Agreement CSG Consultants Attachment 8 Professional Services Agreement Rick Engineering Company Ward: All Wards Synopsis of Previous Council Actions: N/A Packet Page. 1180 Accela Subscription Services Agreement........................................................................................pg. 1 Exhibit A (reserved) .................................................................................................... pg. 9 Exhibit B, Accela Availability and Security Policy ............................................................. pg. 10 Exhibit C, Accela Consolidated SaaS Support Policies ...................................................... pg. 12 Exhibit D, Accela Data Storage Policy ............................................................................ pg. 19 Exhibit E, Accela RFP Response .................................................................................... pg. 21 • RFP Appendix A – Land Management/Function Workbook Tabs ............................ pg. 89 • RFP Appendix B Vendor Profile ........................................................................ pg. 171 • RFP Appendix C Vendor Financial Information ................................................... pg. 172 • RFP Appendix D Vendor Customer Base ........................................................... pg. 173 • RFP Appendix E Vendor References ................................................................. pg. 174 • RFP Appendix F Vendor General System ........................................................... pg. 175 • RFP Appendix G1 On-Premise Project Costs ...................................................... pg. 177 • RFP Appendix G2 Cloud/Hosted Project Costs ................................................... pg. 179 • RFP Appendix H Interface Costs ...................................................................... pg. 182 • RFP Appendix I Conversion Costs..................................................................... pg. 184 • RFP Appendix J Modification Costs ................................................................... pg. 185 Accela Order Form .................................................................................................... pg. 186 Accela BAFO ............................................... Attachment, immediately after Accela Order Form) Accela System Overview Follow-up Items Attachment, immediately after Accela BAFO) Packet Page. 1181 ACCELA SUBSCRIPTION SERVICES AGREEMENT This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and between Accela, Inc. and the entity identified in such Order (“Customer”). 1. DEFINITIONS. 1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all software (including but not limited to Accela Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accela or its third-party suppliers. 1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services. 1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement. 1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant a separate Order and terms. 1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data. 1.6 “Documentation” means the then-current technical and functional user documentation in any form made generally available by Accela for the Subscription Services. 1.7 “External Users” means third party users of the Subscription Services that access the public-facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer. 1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world. 1.9 “Order” means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement. 1.10 “Service Availability Policy” means the Service Availability and Security Policy located at Exhibit B. 1.11 “Subscription Services” means the civic administration services, comprised of the Accela System, Software, and Support Services, to which Customer may license access to in accordance with the terms herein. 1.12 “Software” means any licensed software (including client software for Authorized Users’ devices) and Documentation that Accela uses or makes available as part of the Subscription Services. 1.13 “Support Services” means those technical and help services provided by Accela in accordance with the Software Support Services Policies (SaaS) located at Exhibit C.01023 Packet Page. 1182 1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription Services as designated in the Order. 2. USAGE AND ACCESS RIGHTS. 2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to support Customer’s internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage may be purchased at the then-current rates. 2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in the applicable policies. The remedies set forth in the Support Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty- free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services. 2.3 Reserved. 2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage. 2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to Customer as part of the Subscription Services, Consulting Packet Page. 1183 Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period. 2.6 Customer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users’ compliance with this Agreement and for any other activity (whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws and government regulations. 3. PAYMENT TERMS. 3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable net sixty (60) from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any reason. All Subscription Services fees are exclusive of any taxes, levies, duties, withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela. 3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services through a reseller, subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party. 4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's request and cost, to contest, limit, or protect the disclosure. 5. CUSTOMER DATA. 5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5. 5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in Section 2.4 (Restrictions on Use) if Accela has a reasonable Packet Page. 1184 belief of Customer’s non-compliance; and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services. 5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from the use of the Subscription Services for industry analysis, benchmarking, analytics, marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the Subscription Services. 6. WARRANTIES AND DISCLAIMERS. 6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services. 6.2 Reserved. 6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 6.4. Cannabis-Related Activities. If Customer purchases any Subscription Services for use with any cannabis- related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis related business or agent thereof. In addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its Customer for general software services, a state or local government agency, and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third-party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties. 7. INDEMNIFICATION. Each party will defend (or, at the indemnifying party’s option, settle) any third party claim, suit or action brought against the other party to the extent that it is based upon a claim arising out of the performance of the indemnifying party’s obligations under this Agreement or the gross negligence of willful misconduct of the indemnifying party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against the indemnified party, provided that the indemnified party provides: (a) the indemnifying party notice of such claim as soon practical and in no event later than would reasonably permit the indemnifying party to respond to such claim, (b) reasonable cooperation to the indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement of such claim and (c) the indemnifying party the sole and exclusive control of the defense, litigation and settlement of such claim. For a claim that the Subscription Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, in the event that Accela reasonably believes, in its sole discretion, that such claim Packet Page. 1185 may prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the Subscription Services such that it will be non-infringing (provided such modification does not materially reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription Services with a service that is non-infringing and provides substantially similar functionality and performance; or, if the first two options are not commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription Services with products, services, methods of a third party; (ii) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT. 8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, BREACH OF CONFIDENTIALITY, REFUSAL OF SERVICES, WILLFUL MISCONDUCT, DAMAGE TO PHYSICAL PROPERTY, VIOLATIONS OF APPLICABLE LAWS OR GROSS NEGLIGENCE, NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWENTY FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, BREACH OF CONFIDENTIALITY, REFUSAL OF SERVICES, WILLFUL MISCONDUCT, DAMAGE TO PHYSICAL PROPERTY, VIOLATIONS OF APPLICABLE LAWS OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 9. SECURITY. Accela has implemented commercially viable and reasonable information security processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi- governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks. 10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not directly produced by Accela as a component of the Subscription Services (“Third Party Services”) and this may include third party products resold by Accela. Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service or the performance of the Subscription Services (including Accela’s service level commitment) when the Subscription Services are used in combination with or integrated with Third Party Services. 11. TERM AND TERMINATION. 11.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement. 11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as Packet Page. 1186 otherwise specified in the applicable Order, (a) all Subscription Services will automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless either party gives the other at thirty (30) days’ notice of non-renewal before the end of the relevant Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall provide Customer notice prior to the renewal of the Subscription Period. In the event of any non-renewal or other termination, Customer’s right to use the Subscription Services will terminate at the end of the relevant Subscription Period. 11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer’s payment obligations are more than one hundred and twenty (120) days past due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of unused, pre-paid fees. 11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty (30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request Accela provided Customer Data and associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights granted to Customer with respect to Subscription Services and intellectual property will immediately terminate; and (iii) Accela’s obligation to provide any further services to Customer under this Agreement will immediately terminate, except as mutually agreed between the parties. If the Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled by Accela. Accela’s current Data Storage Policy at Exhibit D. 11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of this Agreement. 12. GENERAL. 12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Subscription Services. 12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the County of San Bernardino, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Further, in connection with the services performed under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply with all applicable anti-corruption and anti- bribery laws, statutes and regulations. 12.4 Assignment. Neither party may assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted assignment or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement. Packet Page. 1187 12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Neither party will be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond its reasonable control. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. This Agreement, including any attachments hereto as mutually agreed upon by the parties, constitute the entire agreement between the parties concerning its subject matter and it supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s purchase order documentation or otherwise will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 12.7 Notwithstanding anything to the contrary, the parties acknowledge and agree that Exhibit E, Accela's RFP response, is attached for informational purposes only, including the Accela System Overview Follow-Up items, and has no legal effect. Only the items detailed in the SOW, with their capabilities, will be subject to being a deliverable under this Agreement. The attached BAFO and Order Form are final and supersedes any previous pricing. In WITNESS WHERE OF, the parties have indicated their acceptance of the terms of this Agreement by their signatures below ACCELA, INC. CUSTOMER: City of San Bernadino Signature: ______________________________ Signature: __________________________ Name: ______________________________ Name: ____________________________ Title: ______________________________ Title: ____________________________ Date: ______________________________ Date: ____________________________ Exhibit A (Reserved) 10/24/2024 Michael E Gigliello Controller Packet Page. 1188 Exhibit B Service Availability Policy Accela Availability and Security Policy Service Availability: Accela will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s use of the Subscription Services provided hereunder and in an applicable Order Form and (b) operate and manage the Subscription Services with a ninety-nine and nine percent (99.9%) uptime goal (the “Availability SLA”), excluding situations identified as “Excluded” below. “Excluded" means any outage that results from any of the following: a. Any maintenance performed by Accela during Accela’s standard maintenance windows. Accela will notify Customer within forty-eight (48) hours of any standard maintenance and within twenty-four (24) hours for other non-standard emergency maintenance (collectively referred to herein as “Scheduled Maintenance”). Scheduled maintenance includes off-business hours (agency time) deployments of major releases & service packs. Major releases are deployed into an agency's non-production environments well in advance, typically 4 weeks ahead of production, to allow for adequate user acceptance testing. b. Customer’s information content or application programming, or the acts or omissions of Customer or its agents, including, without limitation, the following: 1. Any misconfiguration by Customer (as determined in Accela’s sole discretion), including, without limitation, configuration errors and bad or unintended usage of the Subscription Services. 2. Force majeure or other circumstances beyond Accela’s reasonable control that could not be avoided by its exercise of due care. c. Failures of the carrier networks itself and the network by which Customer connects to the carrier networks any other network unavailability. d. Any window of time when Customer agrees that Subscription Services availability/unavailability will not be monitored or counted. e. Interruptions or delays in providing the Subscription Services resulting from telecommunication or Internet service provider failures. f. Customer’s or any third party’s use of the Subscription Services in an unauthorized or unlawful manner. Remedies for Excessive Downtime: In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month, Accela will pay Customer a service credit (“Service Credit”) equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Subscription Services during the applicable calendar month. Such Service Credit will be issued as a credit against any fees owed by Customer for the next calendar month of the Subscription Period or, if Customer does not owe any additional fees, then Accela will pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit accrued. Such Service Credit will be in addition to any other remedies available to Customer at law, in equity or under this Agreement. System availability is measured by the following formula: x = (n - y) *100 / n Packet Page. 1189 Notes: (1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled downtime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows. Service Availability Percentage Fees of Monthly Service Credited >99.9% 0% 95.0% ‐ < 99.9% 5% (max of $280) 90.0% ‐ < 95.0% 10% (max of $560) 80.0% ‐ < 90.0% 20% (max $840) 70.0% ‐ < 80.0% 30% (max of $1,120) 60.0% ‐ < 70.0% 40% (max of $1,400) < < 60% 50% (max of $2,800) Customer Account Login: For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in transit, which is supported by most modern browsers. Accela will also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer. Accela SaaS Service Delivery: Accela manages its apps and infrastructures within the industry-leading Microsoft Azure hosting environment, specifically designed and constructed to deliver world- class physical security, power availability, infrastructure flexibility and growth capacity. Accela’s audit and compliance foundation includes SSAE 18 SOC 2 Type II, HIPAA, California Consumer Privacy Act (CCPA), and PCI-DSS (payment adapters). Accela’s partnership with Microsoft delivers multi-layered security in physical datacenters, infrastructure and operations, with adherence to its numerous security certifications. More information can be found at https://azure.microsoft.com/en- us/overview/security/. Packet Page. 1190 Exhibit C Software Support Services Policies Accela, Inc. Consolidated SaaS Support Policies This document contains the Standard Support SaaS Services Policy . In the event you are unsure or wish to upgrade your Support Services Level, please contact your account manager. Policy 1 Accela, Inc. Standard SaaS Support Services Policy Dated: April 21, 2021 This Accela Standard SaaS Support Services Policy (“Support Policy”) governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement (“Agreement”) entered into between Accela and the recipient of such services (“Customer”). This Support Policy may be updated from time to time by Accela in its sole discretion. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. b. Telephone Support: Accela’s Customer Support Department, a live technical support facility, will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela’s online support databases. (1) Agency Contacts: “Agency Contacts” are the individuals who will be the primary users of the Support Plan. You may designate up to two (2) Agency Contacts and agree to let Accela know if they change. Packet Page. 1191 Your Agency Contacts will be responsible for: Overseeing your Agency’s support case activity, developing and deploying troubleshooting processes within your Agency’s organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela’s implementation and adoption programs. Are knowledgeable about the Agency’s configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case Agency Contacts may submit cases via:the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support > Submit a case or a. a telephone call to Customer Support as described below (For Severity Level 1 and Severity Level 2 issues, Agency must call Customer Support) (3) Updates Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela’s discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical, Accela will schedule Updates during non-business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (5) Customer Cooperation Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with Accela to reproduce errors, including, without limitation, conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also, Accela may access Agency Contacts account and/or an admin account and/or Agency’s personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support If any third-party software is supplied by Accela, Accela disclaims all support obligations for Such third-party software, unless expressly specified by Accela in Customer’s Agreement. (7) Exclusions The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer’s or any End User’s or third party’s misuse of the Services; Packet Page. 1192 b. Support during times outside of Accela’s regular business hours stated above; c. Support necessitated by external factors outside of Accela’s reasonable control, including any force majeure event or Internet access or related problems beyond the Ser vice demarcation point; d. Support of or caused by customizations (if outside of Accela’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer’s or any End User’s or third party’s equipment, software or other technology (other than third party equipment within Accela’s direct control); f. Support to resolve or work-around conditions which cannot be reproduced in Accela’s support environment and g. Support of any software add-ons supplied together with the Service (except where specified in the customer’s Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (8) Error Classification Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). (9) Target Initial Response Time Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Level Target Initial Response Time Packet Page. 1193 1 1 daya 2 3 daysa 3 5 daysa 4 7 daysa a Initial response times are including M-F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted via email or electronically via the Accela Success Community. Packet Page. 1194 Packet Page. 1195 Exhibit D Data Storage Policy ACCELA, INC. DATA STORAGE POLICY The Licensee’s subscription comes with a limit of 2.5TB data storage for all cloud environments. Data storage includes: • Transaction data; • Reference data; • Configuration data; • Documents and Report Files; • Backup copies; and • Other data stored by Accela on behalf of the customer. Additional storage can be purchased from Accela in blocks of 500GB, with a price of one thousand dollars ($1,000) per year. When Licensee approaches the 2.5TB limit, it will begin receiving monthly notifications highlighting data usage levels across its environment. Once the 2.5TB limit is reached, a charge of one thousand dollars ($1,000) for an additional 500GB will be automatically added to the Licensee’s subscription renewal. Data Retention If the Licensee’s Software as a Service (“SaaS”) subscription expires or is otherwise terminated, Contractor will initiate its data retention processes, including the deletion of licensee data from systems directly controlled by Contractor. • If a Licensee’s SaaS subscription expires or is otherwise terminated, Contractor will store its customer data, as defined in the master agreement between Licensee and Contractor, for ninety (90) days (the “Retention Period”). During the Retention Period, provide Licensee with a notice indicating its intention to delete its Customer Data. • After the Retention Period, Contractor will, within a commercially reasonable amount of time, disable the account and delete the customer data, including any cached or backup copies. History and log data will be available to customers in real-time for up to 2 years in production and 1 year in non-production unless otherwise specified. After 2 years, the history data will be archived and retained for up to 7 years. This data will be provided to the customer upon request. Frequently Asked Questions Can Licensee track its storage usage on the Accela Cloud? It's not currently possible to track storage usage in the Civic Platform application. However, Licensee will receive a report detailing its data usage annually, at the time of renewal. Licensee can request this information at any time outside of the renewal period by submitting a support case through Accela Customer Support. When Licensee approaches the storage limit, it will receive monthly notifications particularizing its storage usage. What will happen if Licensee exceeds its storage limit? If Licensee’s Accela Cloud instance exceeds the storage limit, it will receive notification and a charge of one thousand ($1,000) per 500GB of usage will be billed at the time of subscription Packet Page. 1196 renewal. Can I increase my storage limit? Yes. Storage limits can be increased by purchasing additional storage in blocks of 500GB at one thousand dollars ($1,000) per year. Packet Page. 1197 Exhibit E RFP Response (next page) Packet Page. 1198 December 14, 2023 Accela and the City of San Bernardino Response to RFP #F-23-78 Land Management System PDF Page 1 of 164 Packet Page. 1199 PDF Page 2 of 164 Packet Page. 1200 Ms. Linda South City of San Bernardino 290 North D Street San Bernardino, CA 92401 Re: RFP #F-23-78 – Land Management System Dear Ms. South and Members of the City Evaluation Panel: We are pleased to present Accela’s latest generation permitting solution to the City of San Bernardino. Accela aims to elevate our longstanding partnership with the City and modernize you beyond legacy solutions Permits Plus and Velocity Hall. Our integrated approach, utilized by 600+ agencies across the globe, prioritizes back-office efficiencies within a citizen-first framework. This recommendation to upgrade to our Civic Applications is rooted in a deep understanding of the City’s current realities and future goals. As an enterprise government technology provider, Accela offers the ability to seamlessly grow into a suite of 10+ applications hosted on the Civic Platform — all poised to tackle various City needs and leverage your investment. In phase one, we present the Civic Applications for Building and Planning to prioritize fully transitioning onto a modern permitting platform. Additional Civic Applications for future consideration include Service Request Management, Business Licensing, Cannabis Regulation, Short Term Rentals, and more. As part of this proposal, we have created the right partnerships to ensure the City’s goals are exceeded. This starts with ePermitHub for integrated electronic plan review and extends to Rapid Scheduler for Inspection scheduling, PowerBI dashboards and analytics, ESRI for mapping, and DocuSign for electronic signature. For professional services, we joined with premier Accela implementation partner, Gray Quarter, who has deep experience in migrating from Permits Plus to the Accela Civic Platform. When governments and technology work together, great things happen. And when best-in- class technologies work together, cities benefit tenfold. We are confident we offer the best solutions to holistically improve your business operations and invest in your success. The following response outlines our approach to meeting your project goals, engaging with your citizens, and satisfying the needs that are most important to City stakeholders. PDF Page 3 of 164 December 12, 2023 Packet Page. 1201 I am authorized to bind the company contractually. For any questions regarding this response or subsequent phases, please contact Arielle Mallen at (925) 359-3527 or amallen@accela.com. Please copy rfp@accela.com on any correspondence. Thank you for your consideration, Dennis Michalis Chief Revenue Officer PDF Page 4 of 164 Packet Page. 1202 Table of Contents Table of Contents .................................................................................................. 5 Executive Summary .................................................................................. 9 Presenting the Accela Solution .......................................................... 9 Implementing with Proven Partners ................................................ 11 Moving Forward Together ............................................................... 11 Understanding of Project Objectives ..................................................... 12 Specific Proposal Requirements ............................................................ 17 Programming Languages .................................................................. 17 Operating Systems ........................................................................... 17 Database .......................................................................................... 18 User Interface Configurations .......................................................... 18 Reporting Capabilities ...................................................................... 18 Electronic Document Management Capabilities ............................. 24 Workflow Capabilities ...................................................................... 24 Application Security ......................................................................... 27 Application Software Functionality Requirements ........................... 29 Software Upgrades ........................................................................... 29 User-Access Requirements by Module ............................................. 31 Hosted/SaaS Model .......................................................................... 31 Hardware Requirements .................................................................. 34 Integration/Interface Capabilities .................................................... 34 Cost Considerations ......................................................................... 34 Mobile Field Computing ................................................................... 36 Telephone and Other Support.......................................................... 38 Implementation Methodology ......................................................... 42 Conversion Costs .............................................................................. 44 Training and Education ..................................................................... 45 Project Management........................................................................ 47 Subcontractor and Third-Party Relationships ................................... 48 Customer Implementation Responsibilities ..................................... 48 Sample User and Technical Manuals & Other Documentation ........ 49 San Bernardino, CA Land Management System RFP F-23-78 Page 5 of 67 PDF Page 5 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1203 About Accela Accela provides market-leading SaaS solutions that empower governments worldwide to build thriving communities, grow businesses and protect citizens. From planning, building, licensing and permitting, to service request management, environmental health and more, Accela's offerings accelerate efficiency and transparency in governments of all sizes. Powered by Microsoft Azure, Accela's open and flexible technology helps agencies address specific needs today, while ensuring they are prepared for any emerging or complex challenge in the future. Accela's solutions serve more than 80 percent of America's largest cities. Accela is headquartered in San Ramon, California, with additional offices around the world. For more information, visit www.accela.com. Disclosure In relation to future versions of planned system enhancements or future product direction, the information contained in this material is not a commitment or legal obligation to deliver any of the features or functionality described herein. Vendor/Reseller Information ........................................................... 52 Technology Direction ....................................................................... 52 Vendor Financial Information ........................................................... 53 User Groups ..................................................................................... 53 References and User Base ................................................................ 55 Detailed Proposal and Contractual Requirements ................................... 57 Appendices ............................................................................................. 67 RFP F-23-78 San Bernardino, CA Land Management System Page 6 of 67 PDF Page 6 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1204 Exhibit List Exhibit 1: Accela offers ready-to-deploy Civic Applications unified on a single, scalable, and extensible platform. 10 Exhibit 2: Key Benefits of Accela Planning ............................................................................................................. 13 Exhibit 3: Key Benefits of Accela Building .............................................................................................................. 15 Exhibit 4: Example dashboard leveraging Accela Insights ...................................................................................... 19 Exhibit 5: Accela’s Ad hoc Reporting Tool .............................................................................................................. 20 Exhibit 6: City of San Diego Development Services Permit Executive Dashboard ................................................. 22 Exhibit 7: City of San Diego Executive Project Dashboard ..................................................................................... 22 Exhibit 8: Accela’s Azure Cloud Environment ........................................................................................................ 23 Exhibit 9: Clean lines, color-coded and icon-based status indicators, and an HTML5 responsive design allow your agency to quickly move applications through the unique business processes to take them from intake to approval. .............................................................................................................................................................. 25 Exhibit 10: The Detail Card View allows users to see the detailed step information that is pertinent to a specific workflow task so they can track, update, and move an application forward. ....................................... 26 Exhibit 11: Accela maintains these key security certifications within our products. ............................................ 28 Exhibit 12: Software Upgrades ............................................................................................................................. 30 Exhibit 13: Increase time to value with ready-made solutions that respond to the rapid modernization of technology. .............................................................................................................................................................. 32 Exhibit 14: Accela and Microsoft Azure – better together ..................................................................................... 33 Exhibit 16: Error Classification Definitions ............................................................................................................ 40 Exhibit 17: Target Initial Response Time by Case Severity ..................................................................................... 41 Exhibit 18: Gray Quarter Implementation Methodology ....................................................................................... 42 Exhibit 19: Typical Sprint Activities ........................................................................................................................ 43 Exhibit 20: Sample Project Schedule ...................................................................................................................... 44 Exhibit 21: City Project Resources ......................................................................................................................... 48 Exhibit 22: Sample Civic Platform User Guide Table of Contents........................................................................... 50 Exhibit 23: Sample Administrator Guide Table of Contents ................................................................................... 51 Exhibit 24: Sample Project Schedule ..................................................................................................................... 51 Exhibit 25: Example of Northern California User Group Presentations ................................................................. 54 Exhibit 26: Gray Quarter California Client List........................................................................................................ 55 Packet Page. 1205 RFP F-23-78 San Bernardino, CA Land Management System Page 7 of 67 PDF Page 7 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1206 (This page was left intentionally blank) San Bernardino, CA RFP F-23-78 Land Management System Page 8 of 67 PDF Page 8 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1207 Packet Page. 1208 Executive Summary The City of San Bernardino (hereinafter, the City) faces an incredible opportunity to modernize your Land Management System and transform how citizens interact with your government. Presenting the Accela Solution At Accela, we see the challenges that affect a government and its citizens, and we see how innovative technology can help solve those problems. We bring over 40 years of innovation dedicated to government, serving 80 percent of the top 100 US cities, including California neighbors such as San Diego, Sacramento, Oakland, Moreno Valley, and Eastvale. Our approach is thoughtful, and our proposal is value-driven. Our objective is to boost operational efficiency by leveraging leading methodologies and contemporary technologies, such as automated workflows, online portals, and mobile solutions tailored to address the evolving challenges within the permitting industry. We stand in partnership ready to support the City in aligning its technology goals and improve service to your staff and citizens. Your project aims to streamline processes, minimize manual efforts, enhance integrations, and align with superior business practices. We can help. Our solutions empower 275M+ residents and businesses worldwide. Our cloud-based productivity and citizen engagement offerings include planning, building, licensing, service requests, environmental health, and more. The City can leverage common services like GIS, mobile tools, dashboards, online payments, and web portals to further extend Accela’s capabilities. Our solutions benefit the City by: • Increasing agency collaboration and efficiency delivering a unified citizen experience – We can integrate multiple agencies into a single platform, enabling them to share cases and information. • Leveraging the work we have done for other clients – We have more than 600 customers, so agencies never start from scratch. • Addressing your most pressing challenges – Our Civic Applications are preconfigured but flexible and deploy on the most robust platform, backed by years of domain expertise built-in. • Meeting changing regulations and workflows – Our platform’s flexible deployment options and citizen engagement software help remove friction between residents and agencies. Our platform is built specifically for community development and regulation, whereas some competitors use generic platforms to build custom solutions. The following highlights our proposed solution: • A comprehensive permitting, licensing, and building solution that tracks and manages all your permitting, plan review, inspections, code enforcement, case management and other development activities to ensure improvement in cross-city collaboration and increased efficiencies for both residents and City staff. The information available will allow your entire staff to have complete detailed information instantly and reduce staff hours spent on processing applications. Accela’s Civic Applications for Building and Planning are the right balance of out-of-the-box functionality based on best practices and yet allow for personalization to meet the City’s exclusive needs. RFP F-23-78 San Bernardino, CA Land Management System Page 9 of 67 PDF Page 9 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1209 Packet Page. 1210 • Accela SaaS, using the Microsoft Azure cloud, allows the City to scale, reduce costs, and leverage the existing skills of current staff. • Accela Mobile extends processing capabilities to the field for inspections and code enforcement. • Accela Citizen Access provides the City with better, faster services to citizens and businesses using a citizen-facing web portal. Improve customer service via 24/7 access and allow citizens to submit applications, check status, pay fees, and conduct agency business digitally, 24x7 on their preferred device. Also, keep citizens informed via text and email notifications. Streamlining processes and providing more self-service options speed up the permitting process from start to finish, reduce front counter visits, and provide a higher level of service to the customers you serve. • Accela GIS delivers mapping and routing functionality to the enterprise. This overlays your data onto Esri GIS maps and allows customers to initiate and manage a variety of activities from a geospatial platform. Accela has been a trusted Esri Business Partner for 20+ years and is a recipient of the Esri Partner Award for the Civic Platform. Exhibit 1: Accela offers ready-to-deploy Civic Applications unified on a single, scalable, and extensible platform. For your project, we have brought together leading technology providers to ensure complete success: • ePermitHub, the market leader for electronic plan review. Since 2017, jurisdictions such as Moreno Valley and Clark County, NV have streamlined their business processes, reduced paper, and conserved resources with ePermitHub. • Gray Quarter is world-class in the design, implementation, training, and support of the Accela Civic Platform. Experts in government licensing and land management processes, Gray Quarter provides industry-leading solutions that help governments like the Cities of Anaheim, Moreno Valley, and Seattle. Specific services include Technical Services, Managed Services, Solution Architecture, Training, Project and Program Management. RFP F-23-78 San Bernardino, CA Land Management System Page 10 of 67 PDF Page 10 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1211 Packet Page. 1212 Together, we offer the City a seamless and fully integrated approach executed in phases that prioritize permitting first and ensure success. The City can expect connected data across ePermitHub, Laserfiche, DocuSign, Esri GIS, PowerBI, iWorks, New World ERP, Host Compliance (Granicus), and more. As needs evolve, Accela’s enterprise platform positions you to seamlessly extend into other case types, workflows, or Civic Applications (e.g. Short-Term Rental and Business Licensing) to further leverage the investment. Lastly, beyond the technology lies our user community. As 29 of the top 50 California cities (and 32 of 35 California counites) use Accela, the California community we are cultivating is invaluable. There are over 500+ Accela Subject Matter Experts (SMEs) within our online community. In the Spring, we will host our next in- person Southern California user group meeting where 150+ agency attendees gather to share best practices. Topics include resource deployment, governance, hiring, online digital experience, analytics, and AI strategy all within local government. We hope you take advantage of the power of our scalable, enterprise offering and look forward to working on a scope of work together. Implementing with Proven Partners We propose Gray Quarter as the owner of professional services for the City’s project. They will lead all implementation workstreams. Their leadership has over 45 years of combined Accela- employed experience, thus creating a significant technical product gap while at the same time being able to craft unique solutions to spotlight the Accela solution. Gray Quarter brings forward not only industry-best professional services but a marketplace of products that enhance the user and citizen experience. These products are layered within the Accela solution, complement the user/citizen journey, improve internal integrations, and are built on best practices. Moving Forward Together Accela values this opportunity to earn the City’s business and demonstrate why Accela offers you the best solution to meet your system requirements. Our proposal goes into more detail about how we’ll create these results and what you can expect during the process. After a thorough review of industry providers, we are confident that the City and the evaluation committee will conclude that Accela is a partnership worth pursuing. We would love to have the City of San Bernadino join the Southern California user group as we continue to provide technology that meets policy. RFP F-23-78 San Bernardino, CA Land Management System Page 11 of 67 PDF Page 11 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1213 Packet Page. 1214 Understanding of Project Objectives Accela understands that this project aims to replace the City’s current land management system, Permits Plus, with an enterprise solution. The City seeks a comprehensive, enterprise platform that addresses current and future needs. The goal is to enhance operational efficiency by adopting best practices, automated workflows, and modern technology, including online portals and mobile solutions based on the changing challenges of the permitting industry. The project's objectives include streamlining processes, reducing manual efforts, improving integrations, and adhering to best business practices. Success will be measured by the timely and budget-conscious implementation of the new system. The evaluation criteria focus on how well the proposed solution meets the City's functional requirements. Specifically, as part of this proposal, we have carefully executed a holistic strategy bringing together the right solutions and partnerships to ensure the City’s goals are exceeded: • Deliver superior online customer experience to Citizens • Provide reporting and analytics for City leadership to make proactive decisions for resource deployment • Empower back-office staff to manage caseloads more efficiently • Provide training during implementation for power users to further enhance the systems • 24/7 acceptance of electronically submitted plans and permits • Robust and unlimited Citizen-facing portal for online payments, document upload, tracking communications, etc. • A clear strategy to migrate from Permits Plus to Accela • Strong integrations between Accela and Esri GIS, Laserfiche, New World ERP, Bluebeam, DocuSign, PowerBI, cashiering, and more • Access to Accela University, Success Community, and Accela’s Learning Management System for free and low-fee ongoing training • A 50+ unique agency Southern California User group online and in person (Annually) • Reliable customer support and a named account executive for escalations • Ability to accommodate future permitting activity types like Short Term Rentals. We have provided overviews of our proposed Civic Applications for Planning and Building in this section to show how they’ll meet the City’s objectives. Packet Page. 1215 RFP F-23-78 San Bernardino, CA Land Management System Page 12 of 67 PDF Page 12 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1216 Accela Civic Application for Planning helps the City improve community quality, promote economic growth, and protect resident welfare. Exhibit 2: Key Benefits of Accela Planning Accela Civic Application for Planning Accela Civic Application for Planning helps communities build and grow safely with zoning, planning, plan review and approval, complaint management, and code enforcement automation. Please click above to view a demo of Accela Planning or visit: https://www.youtube.com/watch?v=XAi1Og25Pok RFP F-23-78 San Bernardino, CA Land Management System Page 13 of 67 PDF Page 13 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1217 Optimize Development with Accela's Civic Application for Planning: Accela's Civic Application for Planning revolutionizes the development process, empowering government agencies to streamline planning operations, foster growth, and enhance citizen engagement. Designed with the singular mission of modernizing local governments, this comprehensive solution transforms the way agencies manage permits, zoning, compliance, and code enforcement. Zoning Capabilities for Effective Land Use: Efficiently manage zoning requirements and regulations with our application's zoning capabilities. Make informed decisions regarding land use, density, and development standards to achieve optimal urban planning and community development. Seamless Permitting Management: With our Civic Application for Planning, agencies can efficiently manage and issue a wide range of permits crucial to development. From building permits to land use permits and zoning approvals, the application simplifies the process, reducing administrative burdens and expediting approvals. Transparent Project Tracking: Stay in control of development projects with our intuitive project-tracking capabilities. From initial submission to final approval, agencies gain real-time insights into project status, enabling transparent communication with stakeholders and ensuring projects stay on track. Empowered Code Compliance and Enforcement: Accela’s Civic Application for Planning reinforces code compliance, ensuring development projects adhere to zoning regulations and other planning codes. With automated workflows, agencies can proactively address violations, promoting orderly development and enhancing community safety. Data-driven Insights with GIS Integration: Harness the power of Geographic Information Systems (GIS) integration to visualize and analyze planning data. Effortlessly identify trends, uncover hidden patterns, and make data-driven decisions, optimizing resource allocation and bolstering informed planning. Enhanced Public Engagement and Communication: Engage with the community like never before through our application's public engagement features. Offer citizens online portals for submitting planning applications and receiving real-time updates on project progress, fostering transparency, and building trust with the public. Streamlined Workflow Automation: Experience newfound efficiency through our application's workflow automation capabilities. Standardize planning processes, eliminate manual tasks, and reduce delays, allowing agencies to focus on what matters most - driving development. Insights through Reporting and Analytics: Empower your agency with actionable insights using our robust reporting and analytics tools. Measure performance, assess outcomes, and make data-backed decisions to optimize planning strategies and fuel future growth. In addition to its core when it comes to development, Accela's Civic Application for Planning is the catalyst for transformation. Drive innovation, embrace efficiency, and engage with the community like never before. Unlock the full potential of your planning endeavors with Accela - your trusted partner in modernizing government operations. RFP F-23-78 San Bernardino, CA Land Management System Page 14 of 67 PDF Page 14 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1218 Accela Building includes out-of-the-box configurable workflows, business rules, reports, and GIS integration to help streamline agencies’ permitting process. Exhibit 3: Key Benefits of Accela Building Accela Civic Application for Building Accela Civic Application for Building provides an end-to-end cloud-based solution for building permit processes, including web-based access for citizens and back-office staff as well as mobile inspection capabilities. Please click the screen above to view a demo of Accela Building or visit: https://youtu.be/OVatnLNFDKw RFP F-23-78 San Bernardino, CA Land Management System Page 15 of 67 PDF Page 15 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1219 Streamlined Permit Process: Accela Building simplifies the permit application process for residents, enabling them to conveniently submit applications, documents, and fees online. This eliminates the need to visit agency offices, saving time for applicants and reducing administrative burden for agencies. Highly Configurable: While Accela Building is an out-of-the-box solution, it also offers high configurability. Agencies can tailor the platform to meet their specific processes and requirements, ensuring seamless integration into their existing workflows. Efficient Permit Processing: The platform allows reviewers to access applications and plans simultaneously, promoting collaboration and reducing bottlenecks in the review process. Additionally, it integrates with other systems to provide access to code and zoning information, further streamlining the approval process. Mobile Inspection Capability: Accela Building equips inspectors with a mobile app that works both online and offline, enabling them to conduct on-site inspections efficiently. This capability optimizes routes, reduces errors, and increases productivity. GIS Capabilities: With built-in Geographic Information System (GIS) capabilities, Accela Building enhances the visualization and analysis of building-related data. Agencies can better understand spatial relationships, make data-driven decisions, and improve overall planning and development. Intuitive User Interface: Both agency staff and residents enjoy a modern and user-friendly interface accessible from any device. This ensures a seamless and pleasant experience for all users throughout the permit process. Citizen Access Portal: Builders can leverage the Citizen Access Portal to easily submit applications, schedule inspections, and track the progress of their permits. This level of transparency and accessibility fosters better communication between agencies and applicants. Cloud-Based Solution: Accela Building operates on a cloud-based infrastructure, eliminating the need for agencies to worry about managing complex hardware and software resources. This results in a cost-effective and scalable solution. Open Data Integration: The platform offers platform-wide APIs and SDKs, enabling smooth integration with complementary solutions to address the diverse needs of agencies. This flexibility allows for future expansions and enhancements as requirements change. In addition to its core features for building permits, Accela Building provides functionalities for Trade License Verifications and Code Enforcement. These capabilities empower agencies to efficiently manage licensing lifecycles, online applications, inspections, and fine collections, further streamlining agency operations. With automation at every stage, from application intake to inspection scheduling, Accela Building ensures a transparent and efficient permit process that benefits both agencies and applicants alike. Its out-of-the-box nature, GIS capabilities, and mobile app's offline functionality make it a comprehensive solution for modernizing building permit management. RFP F-23-78 San Bernardino, CA Land Management System Page 16 of 67 PDF Page 16 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1220 Specific Proposal Requirements Include the following items in the order listed below (and indexed in the same manner) in your response to this Request for Proposals (RFP). During the assessment phase of the project, key issues were discussed regarding alternate information management solutions. Following is a list of specific concerns of the City. Please respond to each issue in detail regarding how the proposed solution will satisfy each concern. Accela has provided our responses to the Specific Proposal Requirements outlined in Section 3 of the RFP in this section. Programming Languages Please provide information on all programming languages used for each proposed required application. Accela’s solutions are developed with open architecture and common best practices and utilize publicly available open-source technologies, such as common best design patterns (Adapter, Factory, Facade, etc.), and common programming languages. Accela developers use industry-standard IDEs and tools for developing our applications. There are no proprietary technologies in the product. This architecture ensures that the complete Accela ecosystem is scalable for easy deployment. The Accela product suite consists of applications developed in Java and C# for cloud, web, and mobile platforms. The specific IDEs and compilers used are dependent on the Accela application and platform. Our Java/J2EE (JDK 1.8) based applications are developed using the Eclipse IDE/IntelliJ Idea. Our C#/ASP.NET based applications are developed using Visual Studio 2013. Our mobile applications are developed using Xcode for iOS, Eclipse for Android, and Visual Studio for Windows Phone. IDE tools are used for code violations including Syntax and errors, and Veracode for Security code scans and Application scans. Operating Systems Please provide a description of the proposed server and desktop operating systems used by your products and which server software option is being proposed (include server software name, year, and version). We are proposing the Accela Civic Platform. The Civic Platform is a SaaS solution, hosted in the Microsoft Azure cloud. Access to the solution is accomplished through standard and supported web browsers. Accela Mobile supports the most common operating systems in the field: Android, Windows, and iOS. In short, the Civic Platform can be accessed through a desktop, tablet, and/or mobile device to carry out all permitting and licensing tasks. RFP F-23-78 San Bernardino, CA Land Management System Page 17 of 67 PDF Page 17 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1221 Database The City expects the information system to be based on a very stable and flexible relational database standard. The City's preference is MS SQL. Please briefly describe the relational database platforms available in the use of your products and which database option(s) are being proposed (include database management system name, year, and version). The Accela solutions are deployed in a three-tier model consisting of the database tier (MSSQL), Business Services/Application tier (J2EE web application leveraging web services for data exchange), and Presentation/Public Web tier (predominantly Java and .NET). The foundation of the solution is the Database Tier, which contains a data schema specifically designed for government-focused key business data, activities, and processes. • Government-focused data schema – Leveraging decades of industry experience, our solutions data schema allows end users to quickly access the data they need to perform their roles. • Industry-standard data access – Our solution architecture application layer accesses the data layer using the Java Data Base Connectivity (JDBC) standard. External applications can access the data layer via either JDBC or ODBC using ANSI SQL92 statements. • Single database across enterprise platform – Since our solutions access the same, consolidated database, all end users work with consistent, accurate, and up-to-date information across the entire enterprise. User Interface Configurations The City desires to move forward with advancing technologies and, therefore, prefers a solution that is a web-based application and browser-agnostic environment that can be run on desktop and mobile platforms. Screen-scraper technology configurations will not be considered. Please describe your client architecture. We are aligned with the City’s preference for a web-based application. The Civic Platform is a web-based, SaaS solution, hosted in the Microsoft Azure cloud. Accela Civic Platform can be accessed through a desktop, tablet, and/or mobile device to carry out all permitting and licensing tasks. The back-office Accela system is supported on Chrome and MS Edge browsers. The public-facing Citizen Access portal is supported on Chrome, Firefox, MS Edge, Safari, and Opera browsers. Reporting Capabilities Please provide information on overall system/solution reporting capabilities (e.g., canned reports, ad hoc reporting, executive dashboard, etc.) Please define the reporting architecture that is used (e.g., Crystal, Cognos, SSRS, or other[s]). Leveraging Power BI technology, included in your seat license cost, Accela provides an embedded data visualization tool known as Accela Insights. Accela Insights allows end-users to create modern and interactive dashboards. This tool provides multiple views into your Accela data through visualizations representing different RFP F-23-78 San Bernardino, CA Land Management System Page 18 of 67 PDF Page 18 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1222 information and insights. It does this with an interface simple enough for end-users to create their dashboards while accessing their data through business terms they are familiar with and understand. Accela Insights allows stakeholders to consume the information that matters the most, while also having the chance to interact and drill into more information in a self-sufficient experience. It empowers agencies to: • Provide operational dashboards to track daily operations and provide a comprehensive snapshot of performance, analytical, and strategic dashboards. • Provide analytical dashboards to use data from the past to identify trends that can influence future decision- making. • Provide strategic dashboards to track performance concerning your key performance indicators to better align actions with strategy. • Provide a single source of truth for tracking department and organization-wide metrics. • Empower inspection managers to understand team performance and key metrics more easily. • Enable inspectors to see and track their inspection activities and optimize routes for upcoming tasks. Exhibit 4: Example dashboard leveraging Accela Insights Our reporting and analytics offerings even go beyond dashboarding with our Ad hoc Report Writer, which provides an easy point-and-click user interface and user-friendly views of our solutions data, offering the City the ability to design, deploy, and manage its reports and documents (i.e., form letters) without requiring any third- party reporting tools. Due to its ease of use, report writers do not need specialized report-writing skills or in- depth knowledge of our solution's data schema. A basic tabular report can be written in less than 15 minutes. RFP F-23-78 San Bernardino, CA Land Management System Page 19 of 67 PDF Page 19 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1223 Reports may be immediately published in our solutions without the assistance of the IT team or administrative staff. Tabular reports automatically provide hyperlinks that allow users to launch and view related Record data in our solutions from within a report. In addition to creating tabular reports, users may also create formatted forms and documents such as contracts, permits, rental agreements, etc. Comprehensive administrative functions are available for these reports, forms, and documents, such as controlling access to creating/running Packet Page. 1224 reports, controlling access to data views, managing report menu visibility, automated generation of reports, automated emailing of reports, automated saving of reports to a document management system, etc. RFP F-23-78 San Bernardino, CA Land Management System Page 20 of 67 PDF Page 20 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1225 Exhibit 5: Accela’s Ad hoc Reporting Tool Packet Page. 1226 Reports can be generated in multiple formats depending on the need including Hypertext Markup Language (.html), Adobe Acrobat Portable Document Format (.pdf), Microsoft Word (.doc), Rich Text Format (.rtf), delimited text by tab or comma, Microsoft Excel Spreadsheet format (.xls), and XML. Reporting tools provide services to format, spell check, and design documents from simple to detailed designs. In addition to Accela’s built-in Ad Hoc Report Writer tool, our solutions also support reports developed in the major report authoring tools on the market including MS SQL Server Reporting Services and Crystal Reports. Accela centralizes your reporting experience for all your reporting needs within the Civic Platform’s Report Manager. Leveraging this single-source platform, users with access to configure and deploy reports can secure reports to only the intended user groups, attach them to workflows, deploy them to citizen access, and many other features. Users can create, save, organize, and maintain an unlimited number of reports from the Report Manager. Report parameters can be established, permissions assigned, and reports can be attached to screens and associated with workflow tasks (for example, “print permit” for a specific record). The Report Manager manages the configuration and printing of all reports, including permits, documents, statistics, analytics, and form letters. Hard copy permits may be printed manually, as part of a workflow task, or as part of a batch process. In addition to Accela’s robust reporting offerings, built-in functionality allows the following: • CSV Export – End users can export the contents of any List screen directly to an Excel\ spreadsheet for reporting and analysis activities. • Filters and Global Searches – Filters and Global Searches let end users see data they need to see, in the way they want to see it. This allows end-users to do their jobs more effectively. Administrators configure role-based filters, thus allowing end-users to see only authorized data. Global Searches are dynamic queries that either administrators or end users can configure and save. Additionally, our Report Manager deploys Microsoft Word documents for mail-merge reporting against data within Accela. These reports can be deployed throughout the application seamlessly. They do not require the deployment of any additional software or services onto client/end-user machines to run the reports from within the system. Accela’s reporting and analytics solutions also offer the ability to deploy reports virtually anywhere within the system and make them available for execution manually, automatically, or only when specific milestones have been met. The City is also able to restrict who can execute reports based on role-level security and/or application status. Packet Page. 1227 RFP F-23-78 San Bernardino, CA Land Management System Page 21 of 67 ©2023 Accela, Inc. All rights reserved. Packet Page. 1228 Exhibit 6: City of San Diego Development Services Permit Executive Dashboard Exhibit 7: City of San Diego Executive Project Dashboard RFP F-23-78 San Bernardino, CA Land Management System Page 22 of 67 PDF Page 22 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1229 Enhanced Reporting Database Accela has created the Enhanced Reporting Database (ERD) option for our cloud customers. This gives the City direct, secure access to your raw Accela data within Microsoft Azure. The Enhanced Reporting Database is a full replication of the Accela cloud-based transaction database providing near real-time syncing (seconds, not minutes) between the transaction database and the read-only reporting database. Customers access the Enhanced Reporting Database directly through an ODBC connector. The system is designed for one-way copying of data — with no data synchronization or mirroring capabilities — to ensure high system performance is always maintained. This offering is SQL Server-based, and available in Accela’s Azure cloud environment. Exhibit 8: Accela’s Azure Cloud Environment The City can leverage ERD to write live SQL queries against your Accela data, use it to import all your data locally and use your preferred tools. ERD comes with a Power BI connector that provides an opportunity for agencies to leverage their Power BI enterprise license and deploy dashboards within Accela with third-party data leveraging our security framework and report manager interface. San Bernardino, CA Land Management System ©2023 Accela, Inc. All rights reserved. RFP F-23-78 Page 23 of 67 PDF Page 23 of 164 Packet Page. 1230 Electronic Document Management Capabilities Please provide information on your document management capabilities and options, including integration to third-party EDMS solutions. If your solution offers standard integration with any EDMS solutions, please list them and describe the integration capabilities. Accela Document Service is an internal system feature that allows for the collection, naming, and organization of any type of electronically formatted document in its native format. Under Document Services, the City can grant specific privileges to end users to access this site to review documents pertinent to their inquiries or for other business purposes. Additionally, Accela allows documents to be attached to virtually anything in the solution including properties (address, parcel), people (contacts and licensed professionals), records, and inspections. The solution also allows for bulk document upload (i.e. multi-select files), bulk printing, and bulk downloading. Another document-related feature is the ability to scan documents directly from a local or networked scanner into our solutions without a user having to save the scanned file to a secondary location and then use the “Attach” feature in Accela, locate the document(s) in the secondary location and manually attach them thus saving significant time and effort. Document access can be controlled by permissions including what is available to the public, they can possess their individual, City-defined statuses and can be configured to capture and store City-defined custom data fields that correlate to the Group and Type classifications related to the document. Additionally, Accela’s solutions have a robust Electronic Document Management System (EDMS) SDK that supports integration into most industry-standard EDMS/ECM applications. In some cases, a custom integration will be required for a specific EDMS/ECM application. Workflow Capabilities Please provide information on your system's workflow capabilities. Describe the integration level with all systems. If you have no workflow capabilities, please indicate so. The flexible configuration of our solutions lets customers define and manage the sequence and requirements of the hundreds of steps involved in a workflow. The solution manages all types of regulatory activities. Permits or other case types the City desires may be configured at any time in the future by System Administrators to meet these yet unforeseen needs. Accela’s Workflow Designer can mimic the City’s simple or complex workflow and allows every aspect of each key business process to be configured in our solutions. This tool efficiently guides each process from task to task, from initialization to completion, but it also • Facilitates key task assignments • Allows the definition of duration for each of the tasks • Automatically sets due dates based on task durations RFP F-23-78 San Bernardino, CA Land Management System Page 24 of 67 PDF Page 24 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1231 • Task tracking: Who is assigned to handle the task, task status, and location of pertinent data about the completion of the task This workflow engine is the universal element in the Accela client space, acting as the eyes and ears to a myriad of public processes in city, county, and state governments. Accela’s Workflow Designer has expanded this graphic design tool for workflow configuration to include the following major features: • Support administrators to drag and drop widgets onto the canvas to visually build or edit a workflow process. The widgets may be process start and end points, forks, joins, flow lines, and tasks (including sub-processes). • Support administrators in designing workflow and processes, and define tasks in processes, including setting task basics, associating task-specific information groups, setting task status, proximity alert, and e-mail notification. Each workflow task is represented as a milestone to be done sequentially, concurrently, or Ad hoc based on the business requirements of your agency. This includes task-specific status dispositions, custom data collection, time tracking, and workflow metrics management that help ensure you capture the right information at the right time. Workflow automation including generating internal and external communication via email, SMS, and alerts, generating applicable documents/forms, routing work tasks to other stakeholders, and automatically creating related records such as trade permits, licenses, etc. are all managed “under the hood” through Accela’s workflow design tool, thus keeping the end-user experience streamlined and efficient. Each set of workflow tasks (Completed, In Progress, and Up Next), can be collapsed to help the user focus on a specific task or set of tasks. The Completed and Up Next tasks are collapsed by default. Users can quickly expand collapsed task sets and then expand the individual tasks that are most pertinent to their jobs. This puts important information at the user’s fingertips without presenting an overly detailed and distracting view of the entire workflow process. Ad Hoc tasks are displayed in the same manner, with Completed and In Progress tasks grouped so they can be collapsed or expanded. Exhibit 9: Clean lines, color-coded and icon-based status indicators, and an HTML5 responsive design allow your agency to quickly move applications through the unique business processes to take them from intake to approval. San Bernardino, CA RFP F-23-78 Packet Page. 1232 Land Management System Page 25 of 67 PDF Page 25 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1233 Exhibit 10: The Detail Card View allows users to see the detailed step information that is pertinent to a specific workflow task so they can track, update, and move an application forward. The key components of the Workflow Designer feature include: • Workflow Tasks: Each workflow process consists of a series of logically ordered, user-defined tasks that comprise a specific business process. The Workflow Designer allows these tasks to be handled one at a time or concurrently. It can change based on each task’s status, for example, skipping certain tasks as appropriate, branching and/or looping to other tasks as needed, or repeating tasks when necessary. • Task Statuses: Each task may have a series of Task Statuses that update and direct the task within the Workflow Designer process. These statuses are user-defined and control the various paths the workflow process takes using flow controls. However, because a task is just one component of an application, the task status may be different from its application’s status. For example, if there are six tasks required for one application, all six tasks need to be completed before the application status can be “complete.” Therefore, it is possible to have the status of one task be “complete” while the application status is still “in process”. • Application Status: Task Statuses can drive an overall application status, providing a high-level view of the progress of the workflow process. This is particularly useful in managing process timelines and high-level management reporting. • Task-Specific Information: Task-Specific Information is key data entered during the Workflow Task update process. This component also drives task-specific checklists that are often critical components of workflows. Task-specific information fields can be marked as searchable for easy searches. Accela’s Workflow Designer is a powerful feature that is integrated with an agency’s organizational structure. This lets administrators assign each task to an individual that works for the agency. Administrators can add sub- RFP F-23-78 San Bernardino, CA Land Management System Page 26 of 67 PDF Page 26 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1234 tasks, also known as activities, to each task. Sub-tasks help create a more detailed workflow process or outline the steps involved in each main-level task. Administrators can also associate any type of document with a sub- task. Documents can give further instructions about a sub-task or record the results of the sub-task. For example, users can attach a report of the results of the plan review or upload the actual plans. A workflow Packet Page. 1235 process represents all the tasks that an agency is responsible for concerning a certain application type. Users can determine the view, assignment, and search settings for workflow tasks for the My Tasks user screen. For each task in a workflow process, users can set up a series of appropriate and user-defined task statuses, such as “Active,” “In Progress,” or “Complete.” Task statuses allow users to describe the current situation of a workflow task accurately. As users update workflow tasks, our solutions know which tasks to activate next, depending on how users set up the statuses. In this way, the process moves forward or where needed following user input. When users update a certain task, our solutions will update the task in the workflow for the record. However, because a task is just one component of an application, the task status may be different from its application’s status. For example, if there are six tasks required for one application, all six tasks need to be completed before the application status can be “complete.” Therefore, it is possible to have the status of one task be “complete” while the application status is still “in process.” Every step in the workflow process is recorded in workflow history so that any user with assigned rights can view the history and assess the progression of the workflow for any given work order. Task assignments and due dates are automatically viewed through the system’s My Task feature. Individual users view their specific assignments and due dates through a Task portal; and supervisors can view assignments and due dates across the entire department. Application Security Please describe application and user security features/capabilities. Indicate any special security features (e.g., user security, function security, file security, field-level security, etc.) provided by the software. Please also confirm your support of Active Directory and if you provide single sign-on capabilities. Security Compliance As a provider of Software as a Service (SaaS) solutions for government, Accela prides itself on delivering an elevated level of data and cloud security by implementing a variety of measures to protect its customers. Along with in-depth audits for its network, applications, and databases, Accela’s use of encryption, user authentication, backup and recovery programs, and real-time network performance monitoring offers governments and the communities they serve the ability to provide innovative, reliable solutions securely. Accela’s security is aligned with the National Institute of Standards and Technology’s (NIST) standards, Payment Card Industry Security Standards, and AICPA Trust Services Principles. Partner companies, like Microsoft, ensure their cloud services meet the FBI’s Criminal Justice Information Services (CJIS) standards, another high benchmark in cybersecurity. Accela’s software development lifecycle and operational processes align with the Open Web Application Security Project (OWASP). These standards require security controls like identity management, multi-factor authentication, configuration controls, incident response, and change control. For CJIS compliance, there are also the added requirements that grant the FBI physical access to Microsoft’s cloud facilities for IT audits, to get detailed quarterly security updates, and for agents to conduct background checks on Microsoft personnel. Accela maintains a broad set of controls across the areas of people, processes, and technology covering these areas: RFP F-23-78 San Bernardino, CA Land Management System Page 27 of 67 PDF Page 27 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1236 Packet Page. 1237 Accela also maintains a variety of security certifications to demonstrate and provide third-party validation of its commitment to customer security, as shown in Exhibit 11. • Application security • Data security and lifecycle management • Secure software and delivery lifecycle • Audit and Accountability • Business Continuity • Change and Configuration management • Datacenter / Infrastructure as a Service Security • Encryption in transit and at rest • Threat, Vulnerability, and Risk Management • Identity and Access Management • Mobile Security • Incident Management and Response Exhibit 11: Accela maintains these key security certifications within our products. User Security Accela’s solutions provide a multi-level security system where the system administrator has full control over user access. This control on user access is granted based on a single user login ID and grants that user specific rights and privileges to the system. Accela’s solutions also allow system administrators to set up groups or roles and set security based on those such as read-only, update, or no access. Our security goes beyond this setup to the functional level, allowing administrators to set security down to a specified function. For example, an Investigator may have read-only access, but no access to "Add Fees". These rights and privileges can be extended to internal users, other departments, outside agencies, and even public citizens and applicants to safeguard the sanctity of system information. Individuals, as well as groups, can have one or more distinct security rights and system administrators can have universal rights and privileges or assign such rights to other designated and duly authorized users. Administrators can set up password time-out frames at the individual user level. If the password time-out is blank, the system will set it up to a default of 90 days. RFP F-23-78 San Bernardino, CA Land Management System Page 28 of 67 PDF Page 28 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1238 Single Sign-On For SaaS customers in the Azure environment, Accela offers a single sign-on service (SSO) that makes it easy to integrate our back-office solutions with third-party identify providers Okta or Azure Active Directory. SSO provides control of user accounts that can authenticate to the Accela back-office system using Microsoft Azure Active Directory and Okta. City users follow the Accela login web link, the system redirects them to the IDP login to authenticate the user, which then redirects the authenticated user to the Accela dashboard fully logged in without any additional authentication steps. The Accela single sign-on adapter for Microsoft Azure Active Directory is built into our solutions and leverages Active Directory Services / or SAML V2 as the authentication API. Application Software Functionality Requirements Please complete the Software Features, Functions, and Capabilities Listing contained in the electronic file provided with the RFP Section 5 (Appendix A). The proposed software should demonstrate an online, integrated method of processing the noted application modules and allow for immediate updates of all information. Access to information in either summary or detail should be obtained easily and intuitively. The proposed software's data entry screens should be designed to facilitate rapid data entry. For each application software module proposed, indicate whether your organization developed the module or if the module is available because of a third-party relationship that has been established with another vendor. In addition to the required and optional software information requested in Section 5, provide general information on other application modules not requested in this RFP that may be of interest or benefit to the City. We have provided Appendix A, Software Features, Functions, and Capabilities Listing in Section 5, Appendix, as well as a separate attachment. Software Upgrades Please describe your software versioning and update policies/practices. Include, at a minimum, how often you issue upgrades (new versions) and whether new versions are provided as part of your annual maintenance and support fees. Please explain the process of installing update patches and service packs. Please provide costs related to the following upgrade items. Frequency Accela provides a major software release twice per year. We apply service packs each month with usability enhancements and new capabilities, as well as to correct identified problems with a software program or maintenance on operating systems that require immediate action or updates. These major releases include enhancements to the Civic Platform, Citizen Access, GIS, Mobile, and our pre-configured Civic Applications. All upgrades are included as part of the ongoing yearly subscription cost. RFP F-23-78 San Bernardino, CA Land Management System Page 29 of 67 PDF Page 29 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1239 Packet Page. 1240 Provision of release notes All version releases and service packs are provided with corresponding instructions to enable a complete understanding of the reasons and outcomes. Detailed product release notes accompany all product releases, and are alternatively available on Accela’s Success Community website for customers to review before installation. In addition, the following technical documentation is provided with each major release: Administrator Guide, User Guide, Installation and Configuration Guide, Online Help, and Interface Software Development Kit. Steps to perform an upgrade For SaaS customers, Accela manages the upgrade process. We recommend the City review the corresponding release notes and third-party software versions to ensure compatibility with the upcoming Accela release (browsers, local ArcGIS Server, ePayment providers, etc.). Release windows are typically four to six hours on Tuesdays or Thursday nights once a month, with minimal downtime. Release to SaaS Clients For major versions, Accela upgrades our SaaS Staging environment four to six weeks before the customer SaaS Production and non-production environments are upgraded to the same release version. (For minor releases, we upgrade the SaaS Staging environment one week ahead of the Production and non-production environments update.) This gives our clients time to certify, train, perform integration testing, and elect any new features that will require specific configurations before the release is installed into the Production environment. Accela completes upgrades for our clients. Our customers perform all testing and verification of the new release against their specific configuration and setup in the Staging environment. Exhibit 12: Software Upgrades Upgrade Types Typical Frequency (in months) Typical Vendor Assistance Cost Typical Vendor End-User Training Low Cost High Cost Low Cost High Cost Version Upgrades Biannually / Every 6 Months Upgrades are included in the annual SaaS subscription. Release notes and technical documentation are provided as part of the annual SaaS subscription. Major Upgrades N/A Upgrades are included in the annual SaaS subscription. Release notes and technical documentation are provided as part of the annual SaaS subscription. Minor Upgrades Monthly Upgrades are included in the annual SaaS subscription. Release notes and technical documentation are provided as part of the annual SaaS subscription. RFP F-23-78 San Bernardino, CA Land Management System Page 30 of 67 PDF Page 30 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1241 Packet Page. 1242 User-Access Requirements by Module The following table lists the City's estimated number of Full and Inquiry user-access requirements by module. NOTE: These are not separate user IDs. Most of these are duplicate users because users may work in multiple modules. This information is intended to give the vendor an understanding of the number of users involved in implementation and/or training at each module level. For overall total user counts, please see "User Information" under section "Volumes and Conversions". We have reviewed the user capacity outlined in the above table. Accela software pricing is based on a unique user ID metric. Our pricing is based on 160 users as outlined in the above table however – it is our view that the City would likely need less than 160 users. Pricing is included in work book – Tab G 2. Hosted/SaaS Model If your solution can only be deployed in an on-premise environment, complete "Appendix G1 – On-Premise Project Costs." If your solution can only be deployed as a Hosted/SaaS environment, complete "Appendix G2 – Cloud/Hosted Project Costs." NOTE: Both appendices G1 and G2 must be completed if the solution can be deployed as both hosted and on-premise. We have provided Appendix G2 – Cloud/Hosted Project Costs in Section 5, Appendix, as well as a separate attachment. With Accela's SaaS offering, the City can embrace efficiency, security, and scalability, all while cutting costs and optimizing your technology investments. Focus on serving your community, and let Accela take care of the rest. RFP F-23-78 San Bernardino, CA Land Management System Page 31 of 67 PDF Page 31 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1243 Packet Page. 1244 Exhibit 13: Increase time to value with ready-made solutions that respond to the rapid modernization of technology. Accelerate Efficiency and Reduce Costs with Accela’s SaaS Offering Choose Accela's Software-as-a-Service (SaaS) delivery model to significantly reduce infrastructure costs and free up your IT staff from the burden of hardware and software maintenance. Accela expertly manages our applications and infrastructures within the industry-leading Microsoft Azure hosting environment, ensuring world-class data security and a robust and reliable solution with a 99.9 percent uptime commitment each calendar month. Embrace SaaS innovations and focus on innovation, while we handle the rest. Join the Momentum of SaaS Adoption Joining the cloud revolution is a key reason jurisdictions are adopting a cloud environment to cut capital and maintenance costs. Accela's elastic and scalable cloud offers the ideal solution. With seamless integration capabilities and unparalleled reliability, our SaaS solution ensures continuous access to fully functional web- based applications while preserving ownership of your data. Benefit from a 99.9 percent uptime SLA, rigorous security standards, real-time monitoring, and advance notice of planned maintenance performed during off-business hours. Efficiency and Cost-Effectiveness Accela's SaaS model provides a reliable and cost-effective solution for your mission-critical business needs, with predictable costs over time and reduced upfront investment. Say goodbye to additional hardware investments, as we handle all server infrastructure and application patches/upgrades. Implementations are expedited as our established infrastructure is at your service. San Bernardino, CA Land Management System RFP F-23-78 Page 32 of 67 PDF Page 32 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1245 Robust Data Security with Microsoft Azure Rest assured with our robust data security measures, including 24/7/365 onsite security, multi-factor authentication, ongoing vulnerability scans, adherence to data encryption standards, redundant middle-tier application servers, and annual, thorough penetration testing. Accela's partnership with Microsoft Azure ensures world-class data hosting and security. Exhibit 14: Accela and Microsoft Azure – better together Scalable and Expert Support Benefit from load-balanced web services to meet user demands, multiple environments for testing, and scalable resources tailored to your needs. Reduce your IT labor with Accela handling server OS and application patches/upgrades. Our dedicated Customer Support team members are experts in Accela's solutions, ensuring a seamless experience for your organization. RFP F-23-78 San Bernardino, CA Land Management System Page 33 of 67 PDF Page 33 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1246 Hardware Requirements Please provide all hardware specifications, including servers, workstations, and other equipment. Include estimated costs (if applicable) in Section 5 (Appendices G-1 and G-2). We have provided Appendices G-1 and G-2 in Section 5, Appendix, as well as a separate attachment. Integration/Interface Capabilities The City is expecting to expand its integration and interfaces with key systems. Please describe any current capabilities, partnerships, or future considerations for the following types of applications/systems. See Appendix H. The Civic Platform can be extended easily through solutions that are built on the Accela Civic Platform Customization framework as well as custom applications/interfaces built on the Construct APIs. This proposal includes turn-key and custom-developed integrations. In regards to electronic plan submittals, the ePermitHub Digital Plan Room provides a single platform solution with the Accela Civic Platform. The integration goes beyond a traditional system interface as it is deeply embedded within the Civic Platform creating a seamless user and customer experience in both the back office and the citizen portal and enabling system administrators to streamline support operations. The ePermitHub Digital Plan Room provides accurate and efficient submittal management through robust self-service digital signature validation checks, file validation to ensure documents submitted are usable, automated sheet versioning enabling digital slip sheeting for re-submittals, and document requirements checklists to enhance the quality of customer submissions. We have provided Appendix H in Section 5, Appendix, as well as a separate attachment. Cost Considerations The proposal should include all costs associated with training, implementation, hardware specifications, interface estimates, file conversion assistance, custom modification estimates, annual maintenance, and support. Initial one-time costs for hardware (if applicable), implementation, training, software licensing, travel, and related costs, etc., must be included with the price proposal. See electronic price proposal form Section 5 (Appendices G1 and G2). Recurring annual costs should be described in the proposal, clearly stating what is included (e.g., application upgrades, state and/or federal reporting requirements, hours of support, etc.) in Section 5 (Appendices G1, G2, and H). The objective of all vendors responding to this RFP is to provide all necessary pricing without any hidden or unexpected costs. Accela and Gray Quarter have provided Appendices G1, G2 and H in Section 5, Appendix, as well as a separate attachment. RFP F-23-78 San Bernardino, CA Land Management System Page 34 of 67 PDF Page 34 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1247 Our price is based on the scope, approach, resource estimates, deliverables, and assumptions defined in this response to the City’s RFP. If the City removes scope or makes changes to component pricing, we shall review those elements to determine appropriate adjustments to the estimates provided in this response. As the detailed project design progresses, we will work with the City to further define and estimate any customizations/extensions and other custom-coded components as well as prioritize work in these areas. Any resulting scope changes will be managed through the established change control procedure for the project. Our annual SaaS price includes the Accela Civic Applications, as well as Mobile, GIS, and Accela Citizen Access. Additional recurring costs are broken out as follows: • Recurring Annual Maintenance/Support – Interfaces: Customer Internet Payments: Offered as a payment adapter integration with an annual subscription inclusive of maintenance Electronic Plan Submittal – ePermitHub software is represented here and described above Inspections – Gray Quarter Rapid Scheduler will create a seamless interface between citizens and the ease of scheduling an inspection Electronic Content Management System – Gray Quarter Laserfiche Management is a standard interface that is subscription-based Electronic Signature – Gray Quarter eSignature integrates the City’s DocuSign license with Accela’s solution to create a seamless user experience • Citizen Portal Annual Maintenance Gray Quarter Wizard is a permitting wizard with a decision tree architecture that routes the citizen to the correct destination based on a series of filtering questions around permitting and licensing needs Exhibit 8: Gray Quarter Wizard deployment on Citizen Access Portal to enhance first impression optics with Citizens of the City RFP F-23-78 San Bernardino, CA Land Management System Page 35 of 67 PDF Page 35 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1248 Our best-in-class Implementation Methodology focuses on a build-it-once strategy centered around long-term sustainability and supportability. The one-time cost of $2,378,400 completes all requirements as written. An opportunity exists in downstream conversations to leverage engineering efficiencies and standardization where appropriate to maximize cost mechanics. Mobile Field Computing Please describe your solution's mobile field computing options, including full application access through wireless VPN connectivity (i.e., no vendor software required), mobile field application for use with laptops, or mobile field applications with use of tablets (e.g., iPads, Surface, etc.) Accela offers mobile capabilities for iOS, Windows, and Android-based mobile devices to bring processing to the field through our cloud-based solutions. With Accela Mobile, City field personnel perform inspections and investigations using their mobile device. This includes the following: • Resulting inspections • Capturing evidence by attaching photos and videos • Inserting comments using comment controls that allow ad hoc, as well as standard, favorite, and recent comments • Using extensive checklist functionality to add comments or documents, fill out custom fields or tables, and score and result inspections • Creating, rescheduling, and reassigning inspections • Creating records to log new violations and other violations • Viewing and updating record and inspection conditions • Viewing jobs on a map and navigating to a job location • Communicating with record contacts via email, phone, and text and the ability to edit contact information or add new contacts Job List The job list displays inspections and records based on data filters that can be customized to show the user what is most relevant based on the needs of their role. Users can drill into specific items from the job list to view details and make updates. Items in the job list can be ordered based on various parameters or manually set in the desired order by the user. • Job lists can be configurable for the solution, department, user group, or user • Allow users to quickly filter jobs by many different types of criteria, including inspections for the week, annual inspections coming up, today’s complaints, or by status or severity • Users can switch between filters throughout the day as their needs change. For instance, if one inspector finishes assigned work for the day, he or she can switch filters and help other team members finish their inspections. RFP F-23-78 San Bernardino, CA Land Management System Page 36 of 67 PDF Page 36 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1249 Packet Page. 1250 Inspections With Accela Mobile, users can complete inspections on their device. Building, fire, health, and civic code enforcement inspections can be scheduled, and rescheduled, resulted from Accela Mobile. Checklists can be used to allow the user to perform a step-by-step assessment of the codes and regulations established by government agencies. Inspections can be accessed from the Job List, as well as from search results or from the record or permit with which the inspection is associated. Records Accela Mobile allows users to create and update Records in the field from their mobile device. Records can be created by selecting a location from the map or manually entering an address. New and existing records can also be updated from the app, including the following: • Adding document attachments, such as photos and video • Adding or updating record contacts • Updating agency-specific record information in custom forms or tables • Viewing and updating record conditions • Viewing fees and payments associated with a record • Updating costs and parts associated with work orders • Viewing related records and setting relationships between records • Updating workflow tasks associated with a record Work Offline Accela Mobile lets you work with records and inspections in offline mode, allowing you to download job lists, records, documents, contacts, forms, tables, and workflows to your device for use offline in the field. If a data connection is not available when updating an inspection, the app will queue updates to be sent later when you initiate a sync. GIS Accela Mobile lets field staff use Accela GIS to search for records on a specific property within a community or neighborhood. Users can also take advantage of the following capabilities: • Select which map layers are displayed to show zoning, parcel, and other information relevant to a specific task • Navigate from one inspection or record location to the next using the current location and driving directions • Edit and update assets • View proposed locations on a property for specific applications, such as burn permits or septic tanks RFP F-23-78 San Bernardino, CA Land Management System Page 37 of 67 PDF Page 37 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1251 Packet Page. 1252 Telephone and Other Support Please describe all support services available from your company in Section 5 (Appendix B). Specifically, address the following issues: • Normal hours of availability Accela’s Customer Support Department, a live technical support facility, is available in English to identified Authorized Customer Contacts from 4 a.m. until 6 p.m. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. We provide one or more email addresses to which a customer may submit routine or non-critical support requests 24 hours a day, which Accela will address during our regular business hours. • Website support information We provide a 24x7 online support portal. To submit cases, log in to https://success.accela.com, navigate to "Submit a case," and click "Submit.” Our online, searchable knowledge base is available 24/7 and provides information on our supported products and solutions. We likewise host a robust online community that is supported by our customers, partners, and Accela personnel. • Online chat Accela uses an online ticketing support experience. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonable efforts to answer questions and resolve problems regarding the Subscription Service from 4 a.m. until 6 p.m. Pacific Standard Time, Monday through Friday, excluding Accela’s observed holidays. • Remote system access capabilities We provide remote assistance via a mutually acceptable remote communication method when required to resolve a maintenance request properly. • Access via toll-free 800 number We’ll provide designated City contacts with a toll-free number. RFP F-23-78 San Bernardino, CA Land Management System Page 38 of 67 PDF Page 38 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1253 • Costs As per our standard agreement, Accela's yearly subscription includes Standard Support. • Quality assurance program(s) Accela’s Product Management team is constantly monitoring and analyzing both the product and processes used to support that product. As we find any inefficiencies or areas for improvement in the processes we leverage, we fold those improvements into our process improvement sprints. Process improvement sprints run in parallel to our product development sprints and as we roll out improvements, we can leverage those in the next available cycle. • Other support services California Accela online user group: Today we have over 350+ Accela super users who connect daily on all things Accela, permitting, and process. Agencies leverage this online community to ask questions, collaborate on problems, and drive project results. • Service-Level Agreements (SLA) – Response time (by priority or severity levels), escalation processes, and other metrics The Customer Support team receives incident reports and tracks them until they are resolved. A Customer Support representative is assigned to each incident and communicates its progress at critical milestones using our incident tracking system. We use a standardized incident handling process for all customer incident reports. The incident handling process includes the following: • A customer’s Authorized Support Contacts report incidents to Accela Customer Support by phone, email, or Accela’s online Customer Success portal. • All reported incidents are recorded in Accela’s incident tracking system. • Customers receive an email notifying them of the associated case number. • Incident severity is assigned to the case based on the definitions in the table in Exhibit 2. The incident handling and escalation process follows this path: • Initiation: Information provided to Accela Customer Support is entered into Accela’s tracking system. The incident is given an identification number and assigned to a Customer Support Representative. For Requests for Information: The Customer Support representative provides the requested information and closes the incident. For Usage Questions: The Customer Support representative explains to the customer how to accomplish the task in question. The incident is then closed. For Software Issues: After confirming that the issue is not related to usage, the Customer Support representative performs an issue analysis to determine the cause of the incident. RFP F-23-78 San Bernardino, CA Land Management System Page 39 of 67 PDF Page 39 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1254 For Enhancements: The Customer Support representative gathers information about the requested enhancement. If the issue is confirmed as an enhancement, the customer is advised to create an IDEA on Accela’s Customer Success Community. The incident is then closed. For Service Requests: The Customer Support representative communicates and escalates the request to the appropriate Accela Account Executive. • Analysis: Once a software issue is reported, the Customer Support representative attempts to replicate, analyze, research, and diagnose the cause of the issue. The customer may be asked to provide additional information, screenshots, or files to demonstrate the issue. • Escalation: If the Customer Support representative cannot resolve the issue, it is escalated and additional resources are engaged to help resolve the issue. Escalation to Sales: Incidents are escalated to our Sales team when custom services are requested. The Sales representative coordinates with the relevant team to determine feasibility and prepare a cost estimate for the requested service. These teams may include Accela’s Services team or Accela’s Partners. Upon customer approval, a purchase order is generated and the appropriate team provides the requested enhancement or service. Escalation to Product and Engineering: Escalation to Accela’s Product and Engineering teams occurs when a modification to the existing ecosystem is required. After an initial evaluation, the Product and Engineering Teams provide an estimated completion date. Our Quality Assurance staff evaluates each service pack or workaround before it is deployed to the Customer. • Resolution: Once a solution is identified, and before closing the incident, the customer is asked to review and test the proposed solution. Resolved incidents are then closed. Client Testing / Acceptance Resolution times vary. Resolutions can take many forms: a workaround, code update, user training, or other solutions. If a workaround is provided, Customer Support documents the workaround in the support case and works to provide assistance or clarification as needed. Once resolved, the incident is closed; otherwise, the incident is escalated to Accela’s Product and Engineering teams. Customer Support strives to confirm that a solution meets a customer’s needs before closing a case. Once a case is closed, customers can complete a survey to rate their satisfaction with the service they received. All surveys are reviewed by Customer Support management. Once a solution is confirmed to fix the problem, it is closed and no longer tracked by Customer Support. Customer Support can reopen a closed incident if the issue needs further attention. Incident Severity, Response, and Resolution As incidents are reported to the Customer Support team, incident severity is assessed and assigned based on the criteria in Exhibit 16. Reported incidents are triaged based on their impact on business operations and the severity of other reported issues. Resources are assigned to issues based on their severity. Exhibit 15: Error Classification Definitions Severity Level Description Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). RFP F-23-78 San Bernardino, CA Land Management System Page 40 of 67 PDF Page 40 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1255 Packet Page. 1256 Severity Level Description Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, and day-to- day operations continue but are impacted by the workaround). Level 3 Supported Product is non-functional; however, a convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). We use commercially reasonable efforts to respond to each case within the applicable response time described in Exhibit 17. Exhibit 16: Target Initial Response Time by Case Severity Severity Level Target Initial Response Time* 1 1 day 2 3 days 3 5 days 4 7 days *Initial response times include M‐F, 4 a.m. to 6 p.m. PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted via email or electronically via the Accela Success Community. Packet Page. 1257 RFP F-23-78 San Bernardino, CA Land Management System Page 41 of 67 PDF Page 41 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1258 Implementation Methodology Please describe your implementation methodology with milestones and timeframe. Include a preliminary implementation schedule for all applications, including the required time for system and application training, program testing, and conversion. Please include how you expect to sequence the installation of the various applications or application groupings. Agile Methodology-Driven: Gray Quarter employs an agile methodology with Implementation. They assign a project manager to lead the effort and the combined project team. The project manager will be assigned for the duration of the project and will manage the Gray Quarter resources to adequately address sprint needs and issues, minimizing project staffing changes, and optimizing skill sets. Exhibit 17: Gray Quarter Implementation Methodology Build The Backlog: They collect information on your requirements during a Sprint 0 initiative, where they work with your team to identify and document individual work items into the backlog. During Sprint 0, they will be working to understand more details about your requirements. Gray Quarter aims to build collaborative relationships with your agency's subject matter experts. Development Sprints: Once the backlog has been built, they work with City resources to prioritize the backlog into 4-week development sprints. Monitor and Maintain: At the end of the sprint, any completed epics or features ready for release could potentially be released into the production environment and transitioned to support. They can support phased go-live strategies and sequence according to City business use case priority or one go-live. RFP F-23-78 San Bernardino, CA Land Management System Page 42 of 67 PDF Page 42 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1259 Packet Page. 1260 Exhibit 18: Typical Sprint Activities *For illustrative purposes only Project Milestone Description: The below are the most common project milestones where Gray Quarter will partner with the City Project Management Office to determine cadence, stakeholder approval, and iterative governance structure. • Project Initiation: This milestone involves forming the project team, defining project goals, and establishing the initial product backlog. The product backlog contains a prioritized list of features, user stories, and requirements. • Sprint Planning: At the beginning of each sprint, the team holds a planning meeting to select user stories from the product backlog and determine the work to be done during the sprint. The team estimates the effort required for each user story and creates a sprint backlog. • Sprint Execution: This milestone encompasses the development activities within each sprint. The team works on the selected user stories, focusing on delivering a potentially shippable increment of the software at the end of the sprint. Daily stand-up meetings are conducted to discuss progress, address challenges, and plan the work for the day. • Sprint Review: At the end of each sprint, a review meeting is held to demonstrate the completed functionality to stakeholders. The team gathers feedback, identifies areas for improvement, and updates the product backlog based on the feedback received. • Sprint Retrospective: Following the sprint review, the team holds a retrospective meeting to reflect on the sprint process and identify opportunities for improvement. Lessons learned from the sprint are discussed, and actions are defined to enhance future sprints. • Release Planning: This milestone involves planning the release of a software increment to the production environment. The team considers the prioritized backlog items, evaluates their readiness, and determines the scope of the next release based on stakeholder priorities and project constraints. RFP F-23-78 San Bernardino, CA Land Management System Page 43 of 67 PDF Page 43 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1261 Packet Page. 1262 • User Acceptance Testing: During this milestone, the software increment is tested by end-users or user representatives to ensure it meets the required functionality and user needs. Feedback from user acceptance testing is collected and used to refine the product backlog. • Iterative Development and Releases: Agile projects typically involve multiple iterations or sprints, where the team iteratively develops and releases software increments. Each sprint follows a similar pattern of planning, execution, review, and retrospective until the project goals are achieved. • Continuous Integration and Delivery: Agile projects often emphasize continuous integration and delivery practices, where software changes are frequently integrated, tested, and deployed to the production environment. This milestone ensures that the software is continually available and adaptable to evolving user needs. Exhibit 19: Sample Project Schedule Conversion Costs The City anticipates electronic data conversions, depending on cost. Please include an estimated range of costs for data conversions for each application, if available, and a description of data that would be typically converted. Costs for proposed data conversion are to be included (Section 5, Appendix I). Gray Quarter will mutually agree with the City on what records to convert. The development of all Civic Platform data conversion/migration programs requires that the City provide properly formatted and cleansed source data in an MS-SQL database. With the assistance of the City, data will be mapped and converted utilizing Accela’s Extract, Translate, and Load (“ETL”) toolset. This will assist to ensure the accuracy of the mapping. The data mapping tool ensures that the legacy source to Accela solution is accurate and prevents data from failing to convert, while the execution tool can be used to consistently run the conversion process and track statistics. Historical/Legacy data conversion includes the conversion of attached documents into Accela Document Services (“ADS”) in Accela or the Document Management system chosen by the City, provided the City provides the documents in the structure Accela requires. The documents will be converted to the configured primary electronic document management system (EDMS). RFP F-23-78 San Bernardino, CA Land Management System Page 44 of 67 PDF Page 44 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1263 Gray Quarter will perform the following activities to complete the data conversion of all legacy data: • Work with City technical staff and subject matter experts to map the legacy data fields to Accela core fields and custom fields or custom lists. • Review required data conversion documentation to ensure proper data field mapping to have complete accurate data conversion mappings. • Develop and test the data conversion/migration programs to load/migrate data from the in-scope data sources into the Accela Civic Platform application. • Validate that the mapping of converted/migrated data into the Civic Platform meets the specification. The team will evaluate each data source to determine if the Accela conversion tools are best suited to convert the data source or if the standard Accela APIs can be leveraged to convert the data source. Considerations for API Conversions • Suited well for smaller record counts (less than 5,000 records). • Leverages JSON object to import data. • The API will validate business logic (Application submit after, Workflow submit after, etc.) and allow the converted data to mimic more of how it would be handled when entered by hand. Training and Education Please describe your consulting and training options, including classroom (on-site and off-site), online (group and self- paced), training videos, and manuals. Include training for all required staff and users. Include ongoing training and user support group training options. Please refer to Appendices G1 and G2 to provide the pricing for this service. Training Plan for Licensing and Permitting Software at Gray Quarter. 1. Assessment of Training Needs: • Identify the target audience: Determine the specific teams or individuals who will be using the licensing and permitting software. • Assess the current skill levels: Understand the existing knowledge and skills of the users regarding software usage and related processes. 2. Define Training Objectives: • Clearly outline the goals and objectives of the training program. • Align objectives with the City's overall strategy and the specific benefits expected from using the software. 3. Training Content: • Deliver standard training materials, including manuals, guides, and multimedia resources. • Discuss and review how the content covers all aspects of licensing and permitting processes for the City. RFP F-23-78 San Bernardino, CA Land Management System Page 45 of 67 PDF Page 45 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1264 4. Training Delivery Methods: • Choose appropriate training methods based on the nature of the content and the learning preferences of the participants. • Options include in-person workshops, online courses, video tutorials, and hands-on exercises. 5. Training Schedule: • Develop a training schedule that accommodates the availability of participants. • Consider providing both initial training sessions and ongoing refresher courses. 6. Instructor Selection and Training: • If applicable, select qualified instructors with expertise in both the software and the specific licensing and permitting processes. • Provide instructors with training on effective teaching methods and the unique aspects of the software 7. Hands-on Training and Simulations: • Incorporate hands-on exercises and simulations to allow participants to practice using the software in a controlled environment. The City will identify realistic scenarios that mimic the actual licensing and permitting workflows. 8. Feedback Mechanism: • Establish a feedback system to gather input from participants regarding the training program. • Use feedback to continuously improve the training content and delivery methods. 9. Documentation and Knowledge Base: • Guide City on how to find comprehensive documentation and knowledge base for the software, including FAQs and troubleshooting guides. Make these resources easily accessible to users for self-help. 10. Assessment and Certification: • Implement assessments to evaluate participants' understanding of the software. • Consider providing certifications for the successful completion of the training program. 11. Ongoing Support: • Establish a system for ongoing support, including a helpdesk and regular updates to training materials. • Ensure that users have access to resources to address any challenges they encounter post-training. 12. Monitoring and Evaluation: • Regularly monitor the effectiveness of the training program through key performance indicators (KPIs). • Evaluate the impact of the software on licensing and permitting processes within the City 13. Continuous Improvement: • Use feedback, performance data, and evolving software features to continuously improve the training program. RFP F-23-78 San Bernardino, CA Land Management System Page 46 of 67 PDF Page 46 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1265 Packet Page. 1266 By following these steps, Gray Quarter and the City can create a comprehensive and effective training plan for licensing and permitting software, ensuring that employees are well-equipped to leverage the software for efficient and compliant operations. Project Management The City will provide a designated project manager and expects the vendor to do the same. Please include recommended vendor project management costs (Section 5, Appendices G1 and G2) in the proposal and describe, in detail, services to be provided. The City reserves the right to accept or reject changes in vendor project management personnel. Gray Quarter’s Project Manager will provide a single point of contact for the City. For this project, Gray Quarter will develop a Communication Management Plan with City stakeholders that provides directives on how critical project information is exchanged with the client, project team, and stakeholders. Project success depends on communicating the correct information to the appropriate stakeholders, using clear and relevant language that resonates with the audience from project initiation to post-deployment/close-out. The Communication Management Plan document will provide a roadmap that will direct the project in the topics outlined below: • Communication guidelines • Project Manager responsibilities • City management responsibilities • Meeting and scheduling standards • Progress report standards • Status meeting schedule • Oversight meeting schedule • Communication types • Status report • Risk and issue report • Walkthroughs on the progress of each workflow prototype when they are 30% and 60% complete • Deployment report • Retrospective report • Weekly status update calls with City Technical Leads, Departmental Leads, and Business Process Leads In addition, the Project Manager will facilitate and lead Executive Steering Committees monthly designed to be attended by City sponsors and decision-makers. Gray Quarter believes while risk cannot be exclusively eliminated, success is defined by establishing a risk mitigation charter, a clear understanding of communication guidelines, and open lines of communication between IT and the Business representatives of the City RFP F-23-78 San Bernardino, CA Land Management System Page 47 of 67 PDF Page 47 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1267 Packet Page. 1268 Subcontractor and Third-Party Relationships Please describe any subcontractor relationships and/or third-party providers that will be used for this implementation. NOTE: If a vendor chooses to partner with a third‐party vendor to address some requirements, this must be clearly stated in the response. Be specific when describing applications and the third‐party vendor‐solution provider. Third‐ party vendors will be required to demonstrate their portion of the application solution along with all other required information being provided by the prime vendor. We propose Gray Quarter provide professional services for the City’s project. We can offer the following contract flexibility. • Option one: Two contracts. One with Accela Software, and one with Gray Quarter Services and Interface Technologies. • Option two: A single contract. Gray Quarter can offer a single contract to the City (Services, Interfaces and Accela Software) Customer Implementation Responsibilities Please describe and/or provide a list of the typical customers' implementation responsibilities. City Resources: The following assumptions have been made about the City’s role/staffing as well as key third-party staff: • The City will identify and assign a Project Manager, a Product Owner, and appropriate subject matter experts that will be a part of the Implementation team. • The City’s Implementation team will be expected to attend the daily standups and all other meetings conducted during the Sprint • The City is responsible for any third-party relationships and assisting Gray Quarter and Accela in gathering any information needed from third parties such as API information or setting up meetings with their party representatives • The hours will vary by role. Below is a list of roles and estimated levels of effort per week. The LOE will vary from week to week depending on the phase of the implementation Exhibit 20: City Project Resources Role Responsibility Estimated Hours Per Week Project Sponsor • The final escalation point and executive support of the project • Ensure the best interests of the City are represented • Stay informed of major project decisions and activities • Assist with the escalation of critical issues • Ensure the City has adequate resources and time allocated to the project 2 RFP F-23-78 San Bernardino, CA Land Management System Page 48 of 67 PDF Page 48 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1269 Role Responsibility Estimated Hours Per Week Project Manager • Work closely with Accela Project Manager to manage, track, and facilitate all project activities including: • Planning, scheduling, and tracking activities • Ensure that tasks are completed on time per project schedule • Coordinate and ensure appropriate City resources are engaged as necessary • Overall coordination, communication, and status updates to Sponsor 16 Product Owner • Represents the best interests of the City and makes all decisions related to product configuration/direction. They collaborate with the Implementation team and are responsible for maintaining the Product backlog of user stories, which is the total of the remaining work to be completed. • Explain the product backlog items, prioritize the work items, assign the user stories to the implementation team, and ensure that the product backlog is easily understandable and transparent. • Clearly define what is included and what the goal is for each Sprint. • Own and maintain the product backlog, adding, updating, and removing user stories as needed and ensuring fit within Sprint schedules. 20-30 Subject Matter Experts • Work with the Product Owner to drive user stories to completion including defining requirements and acceptance criteria, unit and end-to-end testing, and approving assigned user story functionality each Sprint. 5-20 IT • Assist as needed with on-premise software, 3rd party relationships, integration, and data migration analysis and testing. 5-20 Sample User and Technical Manuals & Other Documentation Please provide sample pages for the following: • Sample Application User Manual • Sample Application User Online Documentation • Sample Technical User Manual • Sample Technical User Online Documentation • Sample Training Syllabus • Sample Section of a Detailed Implementation Project Schedule Included in your Civic Platform subscription is access to the Accela Success Community. Success Community is a public-facing portal that contains the robust Civic Platform User Guide (both the manual and online documentation) with all its contents as well as a public forum to ask questions on a variety of topics to Accela subject matter experts within the company and within its customer base. Exhibit 22 is an example of the Civic Platform User Guide Table of Contents: RFP F-23-78 San Bernardino, CA Land Management System Page 49 of 67 PDF Page 49 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1270 Exhibit 21: Sample Civic Platform User Guide Table of Contents The Accela Success Community in conjunction with the Accela U learning system includes hundreds of forums, canned videos, best practices from Accela and other agencies, as well as the below example of a Power Administrator Guide. RFP F-23-78 San Bernardino, CA Land Management System Page 50 of 67 PDF Page 50 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1271 Exhibit 22: Sample Administrator Guide Table of Contents RFP F-23-78 San Bernardino, CA Land Management System Page 51 of 67 PDF Page 51 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1272 Exhibit 24 is a sample Project Schedule. A complete project schedule will be jointly aligned as one of the initial steps of the project kickoff. Exhibit 23: Sample Project Schedule Packet Page. 1273 Vendor/Reseller Information Please provide all information related to your company as requested in RFP Section 5 (Appendices). In addition, specifically address the following issues: • Describe your research-and-development approach and process. • If you are a software reseller/partner, please provide the same company, customer demographics, and reference information for your specific company, in addition to the software vendor's information (see Section 5, Appendices B, C, D, and E). • If your proposed solution belongs to a parent/consolidation company, only provide customer base figures and references for the proposed solution (see Section 5, Appendices D and E). We have provided our responses to Appendices B, C, D and E in RFP Section 5, Appendices, as well as a separate attachment. Technology Direction Please describe short-, medium-, and long-term directions regarding major changes in architecture, database, platforms, languages, etc. Accela maintains a high-level product roadmap that provides strategic direction for all aspects of our solutions. The roadmap is shaped in large part by customer feedback, and priorities may shift over time to meet the demands of changing needs and regulatory environments. Due to this, the roadmap may change at any time at Accela’s sole discretion, and we make no assurances as to if and when specific functionality will be provided beyond that which is available at the time of contract signing. Accela provides customers with two major releases per year, one in the Spring and a second in the Fall. We also have service pack updates monthly. This frequency allows for continuous enhancements which often increase functionality, security, performance, and usability for customers as soon as possible. Our updates generally include the following products: • The Civic Platform • Accela GIS • Accela Mobile • Accela Citizen Access • Accela Insights • Accela Civic Applications (pre-configured solutions) • Also may impact our Construct APIs, forms design, and other aspects of the system In recent releases, we have focused on important aspects such as: • Ensuring customers get the most value out of their data with solutions such as Accela Insights and Enhanced Reporting Database RFP F-23-78 San Bernardino, CA Land Management System Page 52 of 67 PDF Page 52 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1274 Packet Page. 1275 • Enabling agencies to offer citizens the most engaging and intuitive interfaces with Premium Citizen Experience • Improved ways to configure and maintain the system with new admin tools such as Configuration Manager Accela also enhances the functionality of our Civic Applications, with more pre-built, and domain-specific permit and license types, reports, workflows, forms, checklists, notifications, and other elements to shorten implementation time and effort. Accela publishes its 18-month roadmap every six months and conducts customer webinars in those same intervals to share the updated roadmap and answer customer questions. Vendor Financial Information Short-listed vendors may be required to provide copies of your organization's last three (3) years of audited financial statements, including any pending litigation, in a confidential manner to the City. Please do not send financial statements with your proposal. Accela has been a leader in the government software space for more than 40 years and enjoys long-standing relationships with approximately 600 clients around the globe. As a privately-held (non-publicly traded) corporation, and per our longstanding corporate policies, Accela does not make public disclosures of our financial records or general fiscal condition. Thus, we are unable to provide documented financial data to the City for this RFP. However, Accela voluntarily submits to a confidential (not subject to any open records request) annual audit of its financial statements. Our most recent audit was performed by Grant Thornton, a premier accounting company, and they issued an unqualified opinion on Accela’s audited financial statements. Furthermore, Accela has the backing of strong capital partners recently closing a new strategic investment in 2023. Accela is owned by Francisco Partners, a global investment company with over 20 years of history investing in over 400 technology companies, and by Berkshire Partners, a private equity firm with a strong record of success over 30 years and over $100 billion in total enterprise value. Finally, though we are unable to provide the documented financial data in our response, upon execution of a non-disclosure agreement Accela’s Chief Financial Officer is available to review audited financial information with the City staff members via a video conference call. User Groups Provide information regarding organized user groups, including frequency and location of user group meetings. Also, indicate who conducts the meetings and who is responsible for establishing meeting agendas. Please also describe a local (state or regional) user groups or meetings. The Southern California Accela user group discusses products, and trends and shares experiences to improve the use of their Accela products. The user group connects online and in person, yearly. The next in-person user group is in April 2024. We expect to have 150+ people across 50+ jurisdictions. It will be all user presentations. This year, the main presentations will include online customer experience, analytics and reporting, virtual inspection, hiring talent in 2024, resource deployment, Artificial Intelligence (AI), and governance. RFP F-23-78 San Bernardino, CA Land Management System Page 53 of 67 PDF Page 53 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1276 Most meetings and product updates are coordinated around new releases and provide the user group members with information about the release, product demonstrations, and product issues that have been addressed since the last release and new product enhancements based on feedback from the general user community. Accela posts all user group events on the Events section of the Accela website at https://www.accela.com/events-list/, and can also access additional customer forums and discussions in Accela’s Success Community. Exhibit 24: Example of Northern California User Group Presentations RFP F-23-78 San Bernardino, CA Land Management System Page 54 of 67 PDF Page 54 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1277 References and User Base Please provide references for a minimum of ten (10) completed projects of similar scope and nature to the City, preferably within the same region and within the last three (3) years. A reference worksheet is provided in Section 5 (Appendix E). Please provide the total number of customers (software provider and reseller, if applicable) for the applications according to the demographic request worksheet provided in Section 5 (Appendix D). If your proposed solution belongs to a parent/consolidation company, only provide customer base figures and references for the proposed solution (see Section 5, Appendices D and E). Additionally, please provide an organization-name list of all active customers within the state of California. Contact information is not necessary. Lastly, please provide the number of new customers (original go-lives) implementing the proposed applications in each of the last three (3) years. We have provided our references and user base information in Appendices D and E in Section 5, Appendix, as well as a separate attachment. While Accela does not provide client lists in a proposal, we would be happy to discuss them with the City during the evaluation. Gray Quarter, Inc. has been involved with 68 Accela implementations in the last three years within the proposed Accela Land Management solution. Gray Quarter, Inc. has developed and refined the Implementation Methodology, Project Management, and City Resource needs described here as a result of this broad client exposure. Exhibit 25: Gray Quarter California Client List Client Name Client Name Client Name Client Name City and County of San Francisco Sonoma County City of Santa Clara Santa Clara County City of Oakland Ventura County City of Palo Alto City of Santa Monica City of Lancaster City of Rancho Cucamonga City of Ontario Solano County City of Santa Barbara Santa Barbara County CAL Fire Kern County City of Berkeley City of Eastvale City of Roseville City of Moreno Valley RFP F-23-78 San Bernardino, CA Land Management System Page 55 of 67 PDF Page 55 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1278 Packet Page. 1279 Client Name Client Name Client Name Client Name City of Santa Clarita City of Jurupa Valley City of Huntington Beach City of Torrance City of Stockton Napa County City of Los Angeles State of CA City of Perris Menlo Park Fire District Packet Page. 1280 RFP F-23-78 San Bernardino, CA Land Management System Page 56 of 67 PDF Page 56 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1281 Accela welcomes the opportunity to discuss, in good faith, the governing contractual terms during the negotiations portion of this procurement process. Our negotiation approach is to seek a fair and balanced contractual arrangement reflecting an appropriate allocation of risk, duties, and responsibilities between the parties. Accela anticipates that any final contractual terms between the parties will incorporate key elements of Accela’s terms and conditions to allow for the provision of high-quality performance by Accela. Notwithstanding anything to the contrary in the solicitation documents: (1) Accela does not agree to any solicitation document standard terms without negotiation and/or all exceptions provided by Accela to be included, and (2) all third-party products included by Accela in its solicitation response require the originator of the solicitation to agree in writing to third-party license terms. Accela’s relevant sample agreement is herein attached at the end of this section. Thank you for your consideration. Accela looks forward to a constructive and positive discussion. Detailed Proposal and Contractual Requirements RFP F-23-78 San Bernardino, CA Land Management System Page 57 of 67 PDF Page 57 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1282 ACCELA SUBSCRIPTION SERVICES AGREEMENT This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and between Accela, Inc. and the entity identified in such Order (“Customer”). 1. DEFINITIONS. 1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all computers, software (including but not limited to Accela Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accela or its third party suppliers. 1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services. 1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement. 1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. The current Consulting Services Policy is available at www.accela.com/terms/. 1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data. 1.6 “Documentation” means the then-current technical and functional user documentation in any form made generally available by Accela for the Subscription Services. 1.7 “External Users” means third party users of the Subscription Services that access the public-facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer. 1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world. 1.9 “Order” means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement. 20201023 PDF Page 58 of 164 Packet Page. 1283 1.10 “Service Availability Policy” means the Service Availability and Security Policy located at www.accela.com/terms/. 1.11 “Subscription Services” means the civic administration services, comprised of the Accela System, Software, and Support Services, to which Customer may license access to in accordance with the terms herein. 1.12 “Software” means any licensed software (including client software for Authorized Users’ devices) and Documentation that Accela uses or makes available as part of the Subscription Services. 1.13 “Support Services” means those technical and help services provided by Accela in accordance with the Software Support Services Policies (SaaS) located at www.accela.com/terms/. 1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription Services as designated in the Order. 2. USAGE AND ACCESS RIGHTS. 2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to support Customer’s internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage may be purchased at the then-current rates. 2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in the applicable policies. The remedies set forth in the Support Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty-free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services. 2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy located at www.accela.com/terms/ or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight (8) hours. 2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights 20201023 PDF Page 59 of 164 Packet Page. 1284 of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage. 2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to Customer as part of the Subscription Services, Consulting Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period. 2.6 Customer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users’ compliance with this Agreement and for any other activity (whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws and government regulations. 3. PAYMENT TERMS. 3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties, 20201023 PDF Page 60 of 164 Packet Page. 1285 withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela. 3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services through a reseller, subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party. 4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's request and cost, to contest, limit, or protect the disclosure. 5. CUSTOMER DATA. 5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5. 5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer’s non-compliance; and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services. 5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from the use of the Subscription Services for industry analysis, benchmarking, analytics, 20201023 PDF Page 61 of 164 Packet Page. 1286 marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the Subscription Services. 6. WARRANTIES AND DISCLAIMERS. 6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services. 6.2 Consulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants that Consulting Services shall be performed in a professional and workmanlike manner. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees paid for the non-compliant Consulting Services. 6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 6.4. Cannabis-Related Activities. If Customer purchases any Subscription Services for use with any cannabis-related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis related business or agent thereof. In addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its Customer for general software services, a state or local government agency, and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties. 7. INDEMNIFICATION. Accela will defend (or at Accela’s option, settle) any third party claim, suit or action brought against Customer to the extent that it is based upon a claim that the Subscription Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may 20201023 PDF Page 62 of 164 Packet Page. 1287 prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the Subscription Services such that it will be non-infringing (provided such modification does not materially reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription Services with a service that is non-infringing and provides substantially similar functionality and performance; or, if the first two options are not commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription Services with products, services, methods of a third party; (ii) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT. 8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER’S BREACH OF SECTION 2, NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2 OR EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 9. SECURITY. Accela has implemented commercially viable and reasonable information security processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi- governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services 20201023 PDF Page 63 of 164 Packet Page. 1288 in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks. 1. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not directly produced by Accela as a component of the Subscription Services (“Third Party Services”) and this may include third party products resold by Accela. Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service or the performance of the Subscription Services (including Accela’s service level commitment) when the Subscription Services are used in combination with or integrated with Third Party Services. 2. TERM AND TERMINATION. 11.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement. 11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless either party gives the other at least sixty (60) days’ notice of non-renewal before the end of the relevant Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall provide Customer notice prior to the renewal of the Subscription Period. In the event of any non-renewal or other termination, Customer’s right to use the Subscription Services will terminate at the end of the relevant Subscription Period. 11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro- rata portion of unused, pre-paid fees. 11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty (30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request Accela provided Customer Data and associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights 20201023 PDF Page 64 of 164 Packet Page. 1289 granted to Customer with respect to Subscription Services and intellectual property will immediately terminate; and (iii) Accela’s obligation to provide any further services to Customer under this Agreement will immediately terminate, except as mutually agreed between the parties. If the Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled by Accela. Accela’s current Data Storage Policy can be accessed www.accela.com/terms/. 11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of this Agreement. 12. GENERAL. 12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Subscription Services. 12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Further, in connection with the services performed under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply with all applicable anti-corruption and anti-bribery laws, statutes and regulations. 12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld. Any attempted assignment or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement. 12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Accela will not be liable for any delay or failure to perform under this Agreement to the extent such 20201023 PDF Page 65 of 164 Packet Page. 1290 delay or failure results from circumstances or causes beyond the reasonable control of Accela. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. This Agreement, including any attachments hereto as mutually agreed upon by the parties, constitute the entire agreement between the parties concerning its subject matter and it supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s purchase order documentation or otherwise will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 20201023 PDF Page 66 of 164 Packet Page. 1291 Appendices The multi-tab Excel spreadsheet files contain all appendices listed below. Appendices must be filled in and submitted using these electronic forms (multi-tab Excel files) and must also be printed and included in your proposal. Accela has included the following in this section: • RFP Appendix A – Land Management/Function Workbook Tabs • RFP Appendix B Vendor Profile • RFP Appendix C Vendor Financial Information • RFP Appendix D Vendor Customer Base • RFP Appendix E Vendor References • RFP Appendix F Vendor General System • RFP Appendix G1 On-Premise Project Costs • RFP Appendix G2 Cloud/Hosted Project Costs • RFP Appendix H Interface Costs • RFP Appendix I Conversion Costs • RFP Appendix J Modification Costs Packet Page. 1292 RFP F-23-78 San Bernardino, CA Land Management System Page 67 of 67 PDF Page 67 of 164 ©2023 Accela, Inc. All rights reserved. Packet Page. 1293 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Planning and Land Development Projects GENERAL PLANNING 1.001 CASE NUMBER - Ability for a case number to comprise of multiple letter prefix, 2-digit year, and incremental number. x PLANNING 1.002 AGENCY-DEFINED FIELDS - Provide for "unlimited" Agency-defined fields based on project type. If limited, please explain in comments. x PLANNING 1.003 PROPERTY ASSOCIATION - Allow for an unlimited number of parcels to be associated with an individual project or case number. x PLANNING 1.004 PROJECT SUBTYPES - Ability to allow sub-types by project type. x PLANNING 1.005 PROJECTS BY ADDRESS - Ability to link various project applications by address. x PLANNING 1.006 SUB-PROJECTS - Ability to setup unlimited sub-projects within a single master project (e.g., multiple use projects - residential, commercial, multi-family). x PLANNING 1.007 PERMIT/PROJECT ASSOCIATION - Ability to associate all permits and projects to a primary project (e.g., Subdivision Development). x PLANNING 1.008 MULTIPLE CONTACT TYPES - Ability for the Agency to record multiple individuals/names per application to include (but not limited to) Property Owner of Record, Authorized Agent (if different from Property Owner), and Applicant (if different from Property Owner), Developer, Bill Payer, etc. Information captured to include name, address, multiple phone numbers, fax number, and e-mail address. x PLANNING 1.009 CONTRACTOR DATABASE -Ability to select from contractor or similar database. x PLANNING 1.010 ATTACHMENTS - Ability to attach documents, photos, and scanned documents for planning projects. x PDF Page 68 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 1 of 81 Packet Page. 1294 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.011 APPLICATION TYPES - Provide for the tracking of "unlimited" application types such as: x PLANNING 1.012 Engineering x PLANNING 1.013 Final Parcel Map x PLANNING 1.014 Final Tract Map x PLANNING 1.015 Lot Line Adjustment x PLANNING 1.016 Lot Mergers x PLANNING 1.017 Street Address Change Review x PLANNING 1.018 Street And Alley Vacation Request x PLANNING 1.019 Planning PLANNING 1.020 Administrative Permits x PLANNING 1.021 Annexation / Deannexation Processing x PLANNING 1.022 Appeal of Revocation Hearing x PLANNING 1.023 Appeal to City Council x PLANNING 1.024 Appeal to City Council - Non-Hearing Items x PLANNING 1.025 Appeal to Planning Commission x PLANNING 1.026 Appeal to Planning Commission - Non-Hearing Items x PLANNING 1.027 Art In Public Places Review x PLANNING 1.028 Code Amendment Proposed By Applicant x PLANNING 1.029 Code, Covenants, & Restrictions Review (CC&R) x PLANNING 1.030 Conceptual Plan Review x PLANNING 1.031 Conditional Use Permit x PLANNING 1.032 Design Subcommittee Review x PLANNING 1.033 Development Plan x PLANNING 1.034 Extension of Time x PLANNING 1.035 General Plan Amendment x PLANNING 1.036 Historic Property Certificate of Appropriateness x PLANNING 1.037 Pre-Application x PLANNING 1.038 Precise Plan of Design x PLANNING 1.039 Preliminary Review Meeting x PLANNING 1.040 Special Exception Review x PLANNING 1.041 Tentative Parcel Map Processing x PLANNING 1.042 Tentative Tract Map Processing x PLANNING 1.043 Variance Review x PLANNING 1.044 Zoning Verifications x PLANNING 1.045 PLANNING PROJECT APPLICATIONS - Ability to capture and track, at a minimum, the following planning application fields: x PDF Page 69 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 2 of 81 Packet Page. 1295 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.046 Project/File number; x PLANNING 1.047 Project name; x PLANNING 1.048 Application Date; x PLANNING 1.049 Project Address; x PLANNING 1.050 Project location tract number; x PLANNING 1.051 Project location lot number; x PLANNING 1.052 Project Acreage; x PLANNING 1.053 General location description (text); x PLANNING 1.054 Legal location description (text); x PLANNING 1.055 Present zoning; x PLANNING 1.056 Proposed zoning; x PLANNING 1.057 Present use; x PLANNING 1.058 Proposed use; x PLANNING 1.059 Applicant name; x PLANNING 1.060 Applicant address; x PLANNING 1.061 Applicant primary telephone; x PLANNING 1.062 Applicant mobile telephone; x PLANNING 1.063 Applicant fax; x PLANNING 1.064 Applicant email; x PLANNING 1.065 Owner name; x PLANNING 1.066 Owner address; x PLANNING 1.067 Owner primary telephone; x PLANNING 1.068 Owner mobile telephone; x PLANNING 1.069 Owner fax; x PLANNING 1.070 Owner email; x PLANNING 1.071 Meeting Dates x PLANNING 1.072 Public Hearing Dates x PLANNING 1.073 Approval Dates x PLANNING 1.074 Resolution Dates x PLANNING 1.075 Resolution # x PLANNING 1.076 CEQA Determinations x PLANNING 1.077 Status x PLANNING 1.078 Closeout Date x PLANNING 1.079 Other, Agency-defined fields (i.e., number of buildings, stories, units, rooms) x PLANNING 1.080 REASSIGN CASE PLANNERS - Ability to reassign case planners at any time. x PLANNING 1.081 APPLICATION INTAKE PDF Page 70 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 3 of 81 Packet Page. 1296 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t Avai l a b l e Comments PLANNING 1.082 APPLICATION INTAKE CHECKLIST - Ability to create Agency-defined intake checklist for initial applications by project type. x PLANNING 1.083 APPLICATION REVIEW CHECKLIST - Ability to create Agency-defined review checklists by project type. x PLANNING 1.084 PLAN APPLICATION - Ability for Agency to define planning project application requirements (e.g., steps, tasks, fields, etc.) x PLANNING 1.085 PROJECT DESCRIPTION - Project Description shall include the ability to enter unlimited free form text to describe the property. x PLANNING 1.086 PROJECT LOCATON DATA - Project Location data to include ability to capture Address, Zoning District, General Plan Description, Sub-Area, Assessor Parcel No., Tract No., and Lot No. x PLANNING 1.087 DEPOSIT TRACKING PLANNING 1.088 DEPOSIT TRACKING - Ability to record and track deposits received and date of receipt. x PLANNING 1.089 ADDITIONAL DEPOSITS - Ability for the Agency to take additional deposits during the entire planning application process, and track customer credit balance or refund due. x PLANNING 1.090 DEVELOPER TRACKING - Track deposits, payments, and balances by developer, not just by single project or permit. x PLANNING 1.091 DEPOSIT REQUIREMENT ADJUSTMENTS - Ability to adjust deposit amounts at any time (discretionary). x PLANNING 1.092 DEPOSITS FOR CONSULTING/ENGINEERING FEES - Ability to track deposits and fees for outside studies or reviews (e.g. environmental studies). x PLANNING 1.093 DEPOSIT INVOICE - FEE SUMMARY - Ability for deposit invoice to show amounts paid to-date and a summary fees incurred by fee type. x PLANNING 1.094 DEPOSIT BALANCE TRANSFER - Ability to transfer the deposit balance of the planning project phase to the permit application or other planning projects. x PLANNING 1.095 BONDS PLANNING 1.096 BOND ASSESSMENT - Ability to track cash sureties, Letters of Credit, CDs, and other forms of Bonds - Data fields to be tracked include: x PLANNING 1.097 Bond amount x PLANNING 1.098 Bond payment type (e.g., cash, check, credit card, letter of credit, cd, etc.) x PLANNING 1.099 Bond assessment date x PLANNING 1.100 Bond release date x PLANNING 1.101 Notes x PLANNING 1.102 BOND RELEASE - Ability to release a bond and track release amount and release date. x PLANNING 1.103 ALERTS AND HOLDS age 71 o Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 4 of 81 Packet Page. 1297 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.104 ALERTS - Allow ability to flag entire projects or individual project conditions so as to alert or warn any personnel of a project or special condition at the time of permit application. x PLANNING 1.105 ALERTS - Ability to add flags as needed by Agency personnel for any Agency defined alert such: as stop work notices, permit holds, open code enforcement cases, overdue deposits, etc. x PLANNING 1.106 STOP PROJECT - Ability to issue a stop to a parcel or project that would block additional permits being issued until condition was removed. x PLANNING 1.107 PROJECT HOLD - INCOMPLETE SUBMISSION - Ability to place a hold on a project with incomplete submissions. x PLANNING 1.108 PROJECT HOLD - UNPAID FEES - Ability to place a hold on a project if there are unpaid fees. x PLANNING 1.109 PROJECT HOLD - UNLICENSED CONRACTOR - Ability to place a hold on a project with unlicensed contractors. x PLANNING 1.110 WORKFLOW PLANNING 1.111 PLAN CHECK WORK FLOW REQUIREMENTS - Ability to set up different plan check requirements (e.g., commercial development project, property rezone, full entitlement, etc.). x PLANNING 1.112 OUTSIDE AGENCY ROUTING - Allow Agency-defined plan review routing based on type of work performed to multiple non-agency users/outside agencies (e.g., Environmental Health, Health Department, Waste Water, etc.). x PLANNING 1.113 WORKFLOW - Need workflow capability to establish required planning process steps and prerequisite requirements (e.g. step 7 can only be done after step 5). x PLANNING 1.114 WORKFLOW - Provide for the Agency-definition of application work flow within multiple departments and to external agencies based on the type of application. x PLANNING 1.115 SUB-TASKS - Ability to set up multiple plan review steps and sub-tasks. x PLANNING 1.116 ASSIGNEE STATUS - Ability to track task status, review comments, and completions by assignee. x PLANNING 1.117 WORKFLOW ROUTING - Automatic routing of projects through various Agency- defined processes consisting of various review and approval functions. x PLANNING 1.118 EXTERNAL AGENCY ACCESS -Ability for external agencies access to the application through a secured portal (e.g., contracted plan reviewers). x PLANNING 1.119 EXTERNAL AGENCY ACCESS - COMMENTS -Ability to track external agency review comments. x PDF Page 72 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 5 of 81 Packet Page. 1298 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.120 PLAN PROCESS TIMELINES - Ability to track planning process time, excluding time a project is on hold waiting on developers/owners. x PLANNING 1.121 INQUIRY - Provide the capability to query acreage, parcel numbers, project/case numbers, etc. x PLANNING 1.122 GIS MAP INQUIRY - Ability to plot geographic planning inquiries on the Agency's map. x PLANNING 1.123 RADIUS SEARCHES - Ability to perform searches within a radius (e.g., parcels/addresses within a given area). x PLANNING 1.124 RADIUS LETTERS - Ability to use a radius search to select property owners to be notified of a project. x PLANNING 1.125 SCHEDULING PLANNING 1.126 ASSOCIATE KEY DATE TO REVIEW STEP - Provide the ability to tie a key date calculation to a project review step (i.e., 14 day review, dept. review, Planning hearing, Council meeting, etc.). x PLANNING 1.127 AUTOMATIC REMINDERS - Ability to set automatic staff reminders/notifications based on plan review phases (e.g. preliminary plan review date, expected date of completion, etc.). x PLANNING 1.128 AUTO-DEFINE KEY DATE - Ability to calculate Agency-defined review and expiration dates for all projects events automatically as part of the review process for a project. x PLANNING 1.129 AUTOMATIC RE-DATE UPON STEP COMPLETION - Provide an automatic date calculation for next step when a prerequisite review step is completed. x PLANNING 1.130 CONDITIONS OF APPROVAL (COA) PLANNING 1.131 CHANGE COA - Ability to add, modify or delete conditions of approval during the project approval process. x PLANNING 1.132 ACCUMULATE COMMENTS AND COA - Provide for electronic collection of Agency comments and conditions as review progresses. x PLANNING 1.133 PARCEL INQUIRY - Ability to tie all conditions of approval to the parcel inquiry screen. x PLANNING 1.134 STANDARD COA - Provide a Agency defined table of standard or recurring conditions that can be accessed and applied to a project during project processing, thereby eliminating the need to enter repetitive "boilerplate" conditions. x PLANNING 1.135 PERMIT ISSUANCE RESTRICTIONS - Provide for restriction of permit approval until conditions or restrictions have been satisfied. x PLANNING 1.136 FREE FORM COA - Ability for Engineering, Fire, Police, Recreation, etc. to enter free-form comments on demand. x PLANNING 1.137 COA DUE DATES - Ability to schedule due date for conditions of approval to be completed. x PDF Page 73 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 6 of 81 Packet Page. 1299 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.138 COA DEPARTMENT APPROVAL - Ability for departments to electronically signoff on conditions of approval. x PLANNING 1.139 PLAN CHECK LETTERS PLANNING 1.140 PLAN CHECK LETTERS - Ability to generate plan check comment letters. x PLANNING 1.141 PLAN CHECK LETTER EDITS - Ability to edit plan review letters before printing. x PLANNING 1.142 PLAN CHECK LETTER - E-MAIL - Ability for system to e-mail plan review letters to applicants. x PLANNING 1.143 PLAN CHECK LETTER - REVIEWER INFORMATION - Ability to include in the plan check letter to the applicants a list of the plan reviewers by name, phone, department, and email. x PLANNING 1.144 FEES PLANNING 1.145 AUTO-CALCULATE FEES - Calculate standard planning fees using Agency- defined criteria in a table structure. x PLANNING 1.146 PROJECT BALANCE ALERT -Ability for system to provide an alert or flag when project balance is negative (fees still owed); when viewing/opening master planning project record. x PLANNING 1.147 DETAILED FEE STATUS - Detailed fees status should include the following: x PLANNING 1.148 Fee Type x PLANNING 1.149 Activity Type x PLANNING 1.150 Deposit Amount x PLANNING 1.151 Balance Due/Credit Balance x PLANNING 1.152 FIXED AND VARIABLE FEES - Ability to set up Agency-defined fixed and variable fees as follows: x PLANNING 1.153 Flat fee times number of units (e.g., total number of lots) x PLANNING 1.154 Flat $XX fee times number unit by type (e.g., commercial or industrial units, etc ) x PLANNING 1.155 Flat $XX fee per unit tiers, plus an additional flat fee per unit over the highest tier x PLANNING 1.156 PERCENTAGE FEES - Ability to calculate fees as a percentage of building permit fee. x PLANNING 1.157 MISCELLANEOUS FEES - Ability to calculate and track unlimited miscellaneous fees collected in conjunction with project (e.g., copies). x PLANNING 1.158 MISCELLANEOUS CREDIT MEMO FEES - Ability to track miscellaneous credit memo fees with comments. x PLANNING 1.159 MISCELLANEOUS CREDIT MEMO FEES - Ability to track which user entered miscellaneous credit memo fees. x PDF Page 74 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 7 of 81 Packet Page. 1300 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.160 FEE SCHEDULE EFFECTIVE DATE - Ability to effective date fee schedules in advance. x PLANNING 1.161 TIME TRACKING - Ability to track hourly time spent by task and calculate fees drawing down on deposit. x PLANNING 1.162 BILLABLE TIME - Ability to track time by project, task, date, staff, etc., in order to generate hourly rate (i.e., $XXX per hour). x PLANNING 1.163 BILLABLE TIME - RATES - Ability track and calculate different hourly rates by specific staff, with starting date per rate. x PLANNING 1.164 BILLABLE TIME - DOUBLE PAY RATES - Ability to calculate hourly rates that are double the staff's pay rate. x PLANNING 1.165 REFUNDABLE DEPOSITS - Ability to track refundable deposits (e.g., improvements, landscape, signs, etc.) including conditions and sign-offs for refund. x PLANNING 1.166 INVOICES - Ability to print invoices showing detail/summary fees with totals paid, due, or credit balance. x PLANNING 1.167 FEE CHANGE NOTES - Ability to track notes for fees that are manually changed during project/process. x PLANNING 1.168 FEES BY PROJECT TYPE - Planning fees should be set up by project type. x PLANNING 1.169 FEES BY TASK TYPE - Planning fees should be set up by task type. x PLANNING 1.170 INVOICE REPORT - Ability to print a report showing invoice detail/summary fees with totals paid, due, or credit balance by invoice. x PLANNING 1.171 NOTIFICATION LETTERS PLANNING 1.172 FLAG COMMENTS AND NOTES FOR INCLUSION - Ability for notices and letters to automatically incorporate field information, comments, notes, etc., as applicable. x PLANNING 1.173 MEETING NOTIFICATION - Provide a method of automatically generating Agency-defined notification letters to property owners and others regarding projects and meetings associated with these projects, based on parcel selection (i.e., Public Hearing notices). x PLANNING 1.174 PROPOSED CHANGE NOTIFICATION - Provide for automatic mail out notice to selected parcel owners and residents regarding proposed changes to related parcels by defined radius map, including buffer zone. x PLANNING 1.175 EDITABLE NOTIFICATIONS - Ability for system to output Agency editable notice letters. x PLANNING 1.176 NOTIFICATION TRACKING - Ability for system to track all notices sent associated to each project. x PLANNING 1.177 AREA/ VICINITY MAP - Automatically to generate area map to accompany notice above with cartographic capabilities x PDF Page 75 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 8 of 81 Packet Page. 1301 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.178 AD HOC ADDITION OF PARCEL TO NOTIFICATION LISTS - Ability to pick discretionary, impacted parcels to add to notification lists. x PLANNING 1.179 INQUIRY & REPORTS PLANNING 1.180 PROJECT LOOK-UP - Ability to look-up project status to determine reviews/comments not completed by due dates. x PLANNING 1.181 SPELL CHECK - Provide spell checking for all reports and correspondence. x PLANNING 1.182 VARIOUS SORT ORDERS - Provide reports of planning projects in various sort orders (by address, type of project, project number, planner assigned, dates, etc.). x PLANNING 1.183 STAFF REPORTS - Ability to automatically generate Agency-defined staff reports and resolutions with the ability to edit before finalizing. x PLANNING 1.184 STAFF REPORTS - Ability to setup template staff reports that will insert project conditions of approval and then allow for editing remaining report using MS Word or Word editor. x PLANNING 1.185 PROJECT STATUS REPORTS - Ability to produce project status reports by project type, due dates, planner staff, outstanding tasks, etc. x PLANNING 1.186 PROJECT CRITICAL DATES REPORT - Generate a report which provides critical dates for each project (e.g., submittal, approval, expiration, extension dates, etc.) . x PLANNING 1.187 CALENDAR OF MEETING DATES BY PROJECT -Ability to provide a calendar of meeting dates by project. x PLANNING 1.188 CALENDAR OF MEETING DATES BY MEETING TYPE -Ability to provide a calendar of meeting dates by meeting type. x PLANNING 1.189 CALENDAR VIEW OF ASSIGNMENTS AND DUE DATES - Ability for users and to view assignments on a calendar by individual user or department. x PLANNING 1.190 MEETING DOCUMENTS - Provide a function for producing summary documents for a project from the comments and conditions entered during the project review without the user having to retype these comments and/or conditions. x PLANNING 1.191 MEETING DOCUMENTS - Provide a method of producing meeting documents (such as agendas) for all projects scheduled for a particular meeting and date. x PLANNING 1.192 MEETING DOCUMENTS - Meeting documents should have the capability of printing all previously entered comments and/or conditions as part of the individual project reviews. x PLANNING 1.193 PLANNING ACTIVITY REPORTS - Ability to report planning activity by multiple activity types (e.g., property usage, affordable units, environmental documents, project types, etc.). x PDF Page 76 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 9 of 81 Packet Page. 1302 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party Applic a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.194 TIME SPENT BY DEPARTMENT REVIEWING APPLICATIONS -Ability to generate a report of time spent by department reviewing application. x PLANNING 1.195 DAYS BETWEEN PLAN SUBMISSIONS - Ability to generate a report of days between plan submissions. x PLANNING 1.196 DAYS BETWEEN PLAN SUBMISSIONS AND PUBLIC HEARING -Ability to generate a report of days between plan submissions and the first public hearing. x PLANNING 1.197 HOLDING PERIODS BY PARTY - Ability to generate a report on the number of days a project has been in the hands of the Agency vs. the applicant (e.g., Agency took X days to review plans, applicant took X days to resubmit plans, etc.). x PLANNING 1.198 INTEGRATION - INTERFACE PLANNING 1.199 INTEGRATION - GENERAL LEDGER - The Planning application must generate journal entries to the General Ledger for any invoices generated and revenues received, including all fees and credits. x Custom integration with 3rd party software will be required at implemenation PLANNING 1.200 ELECTRONIC PLAN SUBMITTAL - Ability to receive plan submittals electronically through the Agency's website. x PLANNING 1.201 ELECTRONIC PLAN REVIEW - Capable of online plan review with ability to markup plans and add comments. x Custom integration with 3rd party software will be required at implemenation PLANNING 1.202 INTEGRATION - MS OUTLOOK - CALENDAR INVITES - Ability to export a calendar invite from the system to Microsoft Outlook (e.g., planning commission review meetings). x PLANNING 1.203 INTEGRATION - MS OUTLOOK - COA REMINDERS - Provide integration between Microsoft Outlook and the Condition of Approval process to automatically sent due date reminders. x PLANNING 1.204 INTEGRATION - INSPECTIONS- Integrate in real time to the inspections module to schedule inspections and update inspection results to the planning project. x PLANNING 1.205 INTEGRATE - CODE ENFORCEMENT - Ability to integrate with code enforcement module to identify any property/parcel existing code cases or fines pending payment. x PLANNING 1.206 INTEGRATE - BUSINESS LICENSES - Ability to integrate with business licensing module to identify if a developer has an active business license. x PLANNING 1.207 INTEGRATION - PERMITTING - Provide automatic linkage between general planning applications and associated permits. x PDF Page 77 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 10 of 81 Packet Page. 1303 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PLANNING 1.208 INTEGRATION - PARCEL/ADDRESS MANAGEMENT - The parcel/address management application should provide address, parcel, owner, and zoning information to the permit system. x PLANNING 1.209 INTERFACE - GIS - User should have the ability to select Planning data and display that data on a map, interfacing to ESRI ArcGIS (Version 10.8 ). x PLANNING 1.210 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x Custom integration with 3rd party software will be required at implemenation PLANNING 1.211 INTEGRATION - AGENDA SOFTWARE - Ability to integrate with a third- party agenda software (PrimeGov) x Custom integration with 3rd party software will be required at implemenation PDF Page 78 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 11 of 81 Packet Page. 1304 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Permitting GENERAL PERMITTING 2.001 MAINTAIN AUDIT TRAILS - Ability to maintain audit trails including changed by, changed date, and record of changes. x PERMITTING 2.002 INTAKE PERMITTING 2.003 AGENCY-DEFINED FIELDS - Provide for "unlimited" Agency-defined fields based on permit type. If limited, please explain in comments. x PERMITTING 2.004 APPLICATION INTAKE - Ability to intake the following types of detail on each permit/project application (including but not limited to): x PERMITTING 2.005 Application Date x PERMITTING 2.006 Application/Permit Number x PERMITTING 2.007 Plan Check Number x PERMITTING 2.008 Staff that Received Application and Plans x PERMITTING 2.009 Project Address x PERMITTING 2.010 City x PERMITTING 2.011 Property Owner or Tenant x PERMITTING 2.012 Tenant Company Name x PERMITTING 2.013 Architect, Designer, or Engineer x PERMITTING 2.014 Project Contact Person x PERMITTING 2.015 Owner-Builder x PERMITTING 2.016 License/Registration Number x PERMITTING 2.017 Company Name x PERMITTING 2.018 Note: The following fields are to be captured for each application contact: x PERMITTING 2.019 Name x PERMITTING 2.020 Address x PERMITTING 2.021 City x PDF Page 79 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 12 of 81 Packet Page. 1305 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.022 State x PERMITTING 2.023 Zip x PERMITTING 2.024 Phone Number x PERMITTING 2.025 Fax Number x PERMITTING 2.026 E-mail Address x PERMITTING 2.027 Owner-Builder Business License # x PERMITTING 2.028 Note: The following fields may need to be captured for permit applications. x PERMITTING 2.029 Type Of Construction x PERMITTING 2.030 Occupancy x PERMITTING 2.031 Zone x PERMITTING 2.032 Fire Sprinklers (Y/N) x PERMITTING 2.033 Hazardous Materials (Y/N) x PERMITTING 2.034 Existing Use x PERMITTING 2.035 Proposed Use x PERMITTING 2.036 Assessor Parcel# x PERMITTING 2.037 Map x PERMITTING 2.038 Lot x PERMITTING 2.039 Block x PERMITTING 2.040 Subdivision x PERMITTING 2.041 Construction Valuation x PERMITTING 2.042 Residential Or Nonresidential x PERMITTING 2.043 Description x PERMITTING 2.044 Description Of Building (i.e., Single Family, Hotel/Motel, Restaurant, Industrial, etc.) x PERMITTING 2.045 Building Area (Sq. ft.) x PERMITTING 2.046 Building Height (ft.) x PERMITTING 2.047 Stories x PERMITTING 2.048 Existing Building (Floor Area, Garage, Other, # Units) x PERMITTING 2.049 Additional Proposed (Floor Area, Garage, Other, # Units) x PERMITTING 2.050 Number Of Bedrooms x PERMITTING 2.051 Number Of Bathrooms x PERMITTING 2.052 Total Number Of Rooms x PERMITTING 2.053 Lot Size (Sq.Ft.) x PERMITTING 2.054 Lot Dimension (Front/Side/Rear) x PERMITTING 2.055 Coverage % x PERMITTING 2.056 Setbacks (i.e., Front, Rear, Left, Right) x PERMITTING 2.057 Easements x PDF Page 80 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 13 of 81 Packet Page. 1306 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.058 Flood Zone x PERMITTING 2.059 ALUC x PERMITTING 2.060 Sewer Or Septic Tank x PERMITTING 2.061 Water Well (Y/N) x PERMITTING 2.062 Plan Check Required (Y/N) x PERMITTING 2.063 Required items (i.e., Hazardous Materials, Planning approval, Soil Report, Sewer Fees, Grading plan, etc.) x PERMITTING 2.064 WDID (Waste Discharge Identification) # x PERMITTING 2.065 Department/Division Route x PERMITTING 2.066 Workers Compensation Verification (Y/N) x PERMITTING 2.067 Permit Approval Date x PERMITTING 2.068 Permit Expiration Date x PERMITTING 2.069 Finaled Date x PERMITTING 2.070 Ward (Council Jurisdiction) x PERMITTING 2.071 Work Order Number x PERMITTING 2.072 DIGITAL SIGNATURE FOR CONDITION FORM - Ability to have customer sign permit condition form with digital signature pad at the counter. x Custom integration with 3rd party software will be required at implemenation PERMITTING 2.073 UNLIMITED PERMIT TYPES - Provide for the tracking of "unlimited" permit types such as: x PERMITTING 2.074 Building Department PERMITTING 2.075 ADU (Accessory Dwelling Units) x PERMITTING 2.076 Addition x PERMITTING 2.077 Alteration/Remodel x PERMITTING 2.078 Building x PERMITTING 2.079 Residential Building x PERMITTING 2.080 Certificate of Occupancy x PERMITTING 2.081 Change of Occupancy x PERMITTING 2.082 Commercial New x PERMITTING 2.083 Conversion x PERMITTING 2.084 Demolition x PERMITTING 2.085 Electrical x PERMITTING 2.086 Fences x PERMITTING 2.087 Mechanical x PERMITTING 2.088 New Construction x PERMITTING 2.089 Photovoltaic Panels x PERMITTING 2.090 Plumbing x PERMITTING 2.091 Remodel x PDF Page 81 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 14 of 81 Packet Page. 1307 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.092 Repair x PERMITTING 2.093 Reroof x PERMITTING 2.094 Signs x PERMITTING 2.095 Swimming Pool/Spa x PERMITTING 2.096 Tenant Improvements x PERMITTING 2.097 Cell Towers x PERMITTING 2.098 Water Heater x PERMITTING 2.099 Planning Department PERMITTING 2.100 Fence Permits x PERMITTING 2.101 Sign Permits x PERMITTING 2.102 Home Occupation x PERMITTING 2.103 Temporary Use x PERMITTING 2.104 Temporary Banners x PERMITTING 2.105 Special Events Permits x PERMITTING 2.106 Film Permits x PERMITTING 2.107 Public Works / Engineering Department PERMITTING 2.108 Grading Permits x PERMITTING 2.109 Landscape Permits x PERMITTING 2.110 THR (Traffic Hydrology Stormwater) Permit x PERMITTING 2.111 SWPPP (Stormwater Pollution Prevention Plan) PERMITTING 2.112 BMP (Best Management Plan) PERMITTING 2.113 WQMP (Water Quality Management Plan) PERMITTING 2.114 Swimming Pool Drainage Permit x PERMITTING 2.115 Off Site Improvement Permits x PERMITTING 2.116 Street PERMITTING 2.117 Street Lights PERMITTING 2.118 Sidewalk PERMITTING 2.119 Traffic Signals PERMITTING 2.120 Curb and Gutter PERMITTING 2.121 Signing and Striping PERMITTING 2.122 Wall Permits x PERMITTING 2.123 Retaining PERMITTING 2.124 Non-Retaining PERMITTING 2.125 Trash Enclosure PERMITTING 2.126 Encroachment Permits x PERMITTING 2.127 Haul Permits x PERMITTING 2.128 Single Trip PDF Page 82 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 15 of 81 Packet Page. 1308 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.129 Multi-Trip PERMITTING 2.130 Wide Load Permits x PERMITTING 2.131 Stockpile Permits x PERMITTING 2.132 Right of Way x PERMITTING 2.133 Dumpster PERMITTING 2.134 Utility PERMITTING 2.135 Cable PERMITTING 2.136 Electric PERMITTING 2.137 Telephone PERMITTING 2.138 Gas PERMITTING 2.139 Sewer PERMITTING 2.140 Sidewalk Vendor x PERMITTING 2.141 COMBINATION PERMITS - Ability to setup combination permits (e.g., signs, plumbing, building, electrical, mechanical, pools, etc.) with separate requirements, fees and inspections. x PERMITTING 2.142 ADDITIONAL PERMITS - Ability to add more permit types to an existing building permit application/project. x PERMITTING 2.143 PERMIT MASS CHANGES/ACTIONS - Ability to select multiple permits and apply changes or actions in mass (e.g., update contact information, print permits, etc. ) . x PERMITTING 2.144 BATCH EMAIL NOTIFICATIONS - Ability to batch email permit expiration notices. x PERMITTING 2.145 REQUIRED FIELDS - Ability for Agency to determine which fields are required. x PERMITTING 2.146 PERSON/ENTITY INFORMATION - Persons information entered into database should be retrievable to populate persons information on future applications. x PERMITTING 2.147 PERMIT DATA - Allow for an unlimited number of names, addresses, and phone numbers to be entered for a permit application. If limited, please explain limitation in comments x PERMITTING 2.148 PERMIT APPLICATION CHECKLIST - Ability to create Agency-defined required checklists by permit type. x PERMITTING 2.149 VALID ADDRESSES - Ability for system to require valid Site Location selection for all activities/permits (i.e., no free form address input by end-users). x PERMITTING 2.150 TEMPORARY ADDRESS - Ability to create a temporary address to link new permit applications to. x PDF Page 83 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 16 of 81 Packet Page. 1309 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.151 TEMPORARY PARCEL NUMBERS - Allow assignment of pseudo or temporary parcel numbers to be used for permitting purposes until actual parcel numbers are available from the County. x PERMITTING 2.152 STREET INTERSECTION - Ability to attach permits to a Street and/or Intersection. x PERMITTING 2.153 CLONE PAST PERMITS - Ability to clone past permits (e.g. contractor walking in with 10 re-roof permits at the same time). x PERMITTING 2.154 CREATING MULTIPLE QUANTITIES OF DIFFERENT PERMIT TYPES - Ability to create multiple quantities of different permit types at once (e.g., 5 Patio, 5 Wall, 5 Electrical, and 5 Plumbing permits). x PERMITTING 2.155 PERMIT APPLICATION TO INSPECTION - Ability to prompt an inspection from a permit application. x PERMITTING 2.156 ATTACHMENTS - Ability to attach files to permit (i.e., performance bond/check, emails, etc.). x PERMITTING 2.157 SECURITY - Ability to restrict user access to create temporary/permanent address entries. x PERMITTING 2.158 DATES PERMITTING 2.159 PERMIT EXPIRATION DATES - Automatically calculate permit expiration date based on user parameters by type of permit. x PERMITTING 2.160 AUTO ADJUST EXPIRE DATE - Ability to auto adjust permit expiration date by 180 days from last inspection. x PERMITTING 2.161 AUTO DATES FROM STATUS CHANGE -Ability to configure dates to automatically populate based on status changes, such as: x PERMITTING 2.162 Changing status to "Approved" also auto populates Approved Date field x PERMITTING 2.163 Changing status to "Issued" also auto populates Issued Date field x PERMITTING 2.164 Other agency-defined status and date combinations (e.g., CofO, Finaled, x PERMITTING 2.165 CONTRACTORS PERMITTING 2.166 CONTRACTOR DATA - Provide database for tracking contractor/architects/engineers/deputy inspectors information including: x PERMITTING 2.167 Name x PERMITTING 2.168 Address x PERMITTING 2.169 Phone x PERMITTING 2.170 Type of contractor x PERMITTING 2.171 Business license certificate x PERMITTING 2.172 Fax number x PERMITTING 2.173 Liability insurance carrier (name, expiration date) x PERMITTING 2.174 Surety Company bond carrier x PERMITTING 2.175 E-mail address x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 17 of 81 Packet Page. 1310 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.176 Mobile phone number x PERMITTING 2.177 Application date x PERMITTING 2.178 State license number x PERMITTING 2.179 State contractor information and license types x PERMITTING 2.180 State contractor License Expiration Date x PERMITTING 2.181 Agency business license number x PERMITTING 2.182 Agency business license expiration date x PERMITTING 2.183 UNLIMITED COMMENTS AND NOTES - Provide an area for unlimited free-form text comments and notes for each contractor. x PERMITTING 2.184 FLAG CONTRACTORS - Ability to flag individual Contractors as needed, with comments, that alert staff with a notification when a Contractor with a flag is added to a record. x PERMITTING 2.185 CONTRACTOR REQUIREMENTS - Perform automatic checking of Agency- defined contractor requirements for pulling a permit during permit processing. x PERMITTING 2.186 License Number x PERMITTING 2.187 License Classification (i.e. B, C47, C10, etc....) x PERMITTING 2.188 License Status (e.g., Active) x PERMITTING 2.189 City Business License Number x PERMITTING 2.190 City Business License Status (e.g., Active) x PERMITTING 2.191 MULTIPLE CONTRACTORS PER PERMIT - Ability to track multiple contractors per permit and change contractor that did certain aspects of construction (e.g., who did the electrical, plumbing, etc.). x PERMITTING 2.192 MERGE CONTRACTOR RECORDS - Ability to merge contractor records if contractor number changes and also maintain record history. x PERMITTING 2.193 TRACK INSURANCE - Provide capability to track contractor and other vendor’s insurance. x PERMITTING 2.194 TRACK INSURANCE - Ability to auto-generate letters to contractor that an updated insurance certificate is needed. x PERMITTING 2.195 TRUST ACCOUNTS - Ability to create and draw down from trust accounts setup by contractor. x PERMITTING 2.196 TRACK AGENCY BUSINESS LICENSE - Provide capability to link to and/or track Agency business license expiration date by contractor. x PERMITTING 2.197 ROUTING & WORKFLOW PERMITTING 2.198 WORKFLOW - Ability to pre-establish workflow and task requirements by permit type (reviews, plan checks, verifications, inspections, other agency approval requirements, etc.). x PERMITTING 2.199 MODIFY WORKFLOW - Ability to modify workflow and task requirements as needed at the permit record. x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 18 of 81 Packet Page. 1311 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.200 DEFAULT DUE DATES - Ability for system to default due dates by task type (e.g., plan check reviews due within 10 days of submittal). x PERMITTING 2.201 OVERRIDE DUE DATES - Ability to override automatically assigned system due dates. x PERMITTING 2.202 PERFORMANCE STANDARDS TRACKING - Ability to distinguish different task due dates and set due dates accordingly. Each task should have a separate date associated to it in order to compile performance standards reports. x PERMITTING 2.203 SIMULTANEOUS WORKFLOW STEPS - Ability to allow review steps to be performed simultaneously by multiple users/departments. x PERMITTING 2.204 ASSIGN TASKS TO STAFF - Ability for departments to assign and re-assign tasks to specific staff. x PERMITTING 2.205 ASSIGN TASKS TO DEPARTMENT - Ability to either assign staff or leave task completion at the department level. x PERMITTING 2.206 CALENDAR VIEW OF ASSIGNMENTS AND DUE DATES- Ability for users and supervisors to view their assignments and due dates by individual or department. x PERMITTING 2.207 PERMIT REVISIONS - Ability to revise permit applications during the permit review process. x PERMITTING 2.208 NOTES TYPE AND DATE STAMP - Ability to add notes and comments throughout the permitting process, including type and date stamp. x PERMITTING 2.209 APPROVALS - Do not allow permit to be issued until all required plan review steps are completed. x PERMITTING 2.210 CUSTOM FIELDS ENTRY - Ability to automatically update workflow based on responses provided in custom fields during the application process. x PERMITTING 2.211 CONFIRMATION OF WORKFLOW ASSIGNMENT - Ability to automatically notify an Applicant and Staff that a new assignment has been received. x PERMITTING 2.212 PLAN REVIEWS AND COMMENTS PERMITTING 2.213 AGENCY DEFINED ROUTING - Allow Agency-defined plan review routing based on type of work performed to multiple users/departments (e.g., specific staff, planning, environmental compliance, fire, police, county health, engineering, etc.). x PERMITTING 2.214 OUTSIDE AGENCY ROUTING - Allow Agency-defined plan review routing based on type of work performed to multiple non-agency users/outside agencies (e.g., Environmental Health, Health Department, Waste Water, etc.). x PERMITTING 2.215 MULITPLE PERMITS PER SET OF APPROVAL STEPS/PLAN CHECK - Ability to setup one set of approval steps/plan checks for multiple permits (e.g., building, plumbing, electrical, mechanical, etc.). x PDF Page 86 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 19 of 81 Packet Page. 1312 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.216 PLAN STAMP - Ability for a user to electronically stamp plans x PERMITTING 2.217 PLAN POSSESSION - Ability to track which planners have been issued sets of physical plans. x PERMITTING 2.218 ELECTRONIC PLAN REVIEW - Capable of online plan review with ability to markup plans and add comments. x Accela provides Adobe as a standard mark up tool. In addition to Adobe, the solution can integrate with any 3rd party mark up tool. PERMITTING 2.219 STANDARD COMMENTS - Allow for Agency-defined table of standard comments that can be accessed during plan review. x PERMITTING 2.220 UNLIMITED COMMENTS - Allow for entry of unlimited free-form notes and comments during the plan review processes. x PERMITTING 2.221 UNLIMITED COMMENT CHARACTERS - Allow for an unlimited number of characters in a comment. x The solution provides a limit of 4000 characters but is not unlimited PERMITTING 2.222 PRINT PLAN CHECK COMMENTS - Ability to print plan check comments on plan check review letter. x PERMITTING 2.223 COMBINED COMMENT LETTERS - Ability to combine department comment letters for issuance with the permit documents. x PERMITTING 2.224 EDITABLE COMMENT REVIEW LETTERS - Ability to create editable comment/review letters x The review letter can be exported as a word document that can be editable. Addtionally, the comment on the permit is editable PERMITTING 2.225 ADD CORRECTION ITEMS - Allow entry of plan correction items as part of plan review. x PERMITTING 2.226 CORRECTIONS LIST - Ability to generate a review specific or overall corrections list. x PERMITTING 2.227 CUSTOMER CORRECTIONS LIST - Ability for system to generate a corrections list (letter) for customer. x PERMITTING 2.228 CORRECTION NOTICE COMMENTS - Ability to combine all plan review comments and correction requirements into a single correction notice. x PDF Page 87 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 20 of 81 Packet Page. 1313 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.229 EDITABLE PLAN CORRECTION LETTER - Ability for system to generate an editable plan corrections letter that merges appropriate record information. The review letter can be exported as a word document x that can be editable. Addtionally, the comment on the permit is editable PERMITTING 2.230 AUTOMATIC REMINDERS - Ability to set automatic reminders/notifications based on plan review phases (e.g. preliminary plan review date, expected date of completion, etc.). x PERMITTING 2.231 PLAN REVIEW SUBMISSIONS - Ability to identify and track multiple rounds of plan reviews. (i.e. 1st round, 2nd round, etc.) x PERMITTING 2.232 PLAN REVIEW DUE DATES - Ability to setup different due dates based on the round submission (i.e. 1st round is due within 3 weeks, 2nd round is due within 2 weeks, etc.) x PERMITTING 2.233 CONDITIONS OF APPROVAL PERMITTING 2.234 SPECIAL CONDITIONS - Ability to note any restrictions or special conditions established by reviewing departments as a prerequisite within the permit process. x PERMITTING 2.235 STANDARD CONDITIONS - Ability to set up standard conditions of approval by permit type. x PERMITTING 2.236 CHECKLIST COMPLIANCE - Ability for system to force all conditions of approval to be met and checked off before user is allowed to mark a task complete. x PERMITTING 2.237 TRACKING REVISIONS - Track conditions of approval revisions (who, what, when). x PERMITTING 2.238 APPROVALS MULTI-DEPARTMENT -Allow conditions of approval to be entered and maintained by multiple departments. x PERMITTING 2.239 APPROVAL GROUPING BY DEPARTMENT - Ability to group conditions of approval by department/division. Staff can select from a dropdown the department they x belong to for each condition of approval they are issuing on the permit PERMITTING 2.240 CHECKBOX - Allow conditions of approval "completed" check box. x PERMITTING 2.241 CHECKBOX - Allow conditions of approval "reviewed" check box. x PERMITTING 2.242 TRACKING - Track conditions of approval "completed by whom". x PERMITTING 2.243 TRACKING - Track conditions of approval "reviewed by whom". x PERMITTING 2.244 TRACKING - Track conditions of approval completed by "date and time". x PERMITTING 2.245 TRACKING - Track conditions of approval "reviewed" by date and time. x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 21 of 81 Packet Page. 1314 Application Fe a t u r e Nu m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.246 FEES PERMITTING 2.247 UNLIMITED FEES AND TYPES - Provide for calculation of standard fees with effective dates using Agency-provided formulas or tables. x PERMITTING 2.248 FEE SCHEDULE EFFECTIVE DATE - Ability to effective date fee schedules in advance. x PERMITTING 2.249 PAY FOR MULTIPLE PERMITS - Ability to pay for multiple permits in the same transaction. x PERMITTING 2.250 FEES AND CREDITS - Track fees charged, refunds, and credits issued by customers, permits, parcel, project, etc. x PERMITTING 2.251 FIXED AND VARIABLE FEES - Ability to set up Agency-defined fixed and variable fees as follows: x PERMITTING 2.252 Flat $XX fee per valuation tier (e.g., $XX for valuation tier $0-$1,000, $XX for tier $1,001-$2,000, etc.) x PERMITTING 2.253 F lat $XX fee per valuation tier (see above), plus an additional flat fee per valuation unit (e g valuation over $100 001 is $X per $1000 additional valuation etc ) x PERMITTING 2.254 Building Permit - plan review fees XX% of Building Permit fee (e.g. XX% of base fee) x PERMITTING 2.255 A dditional Hourly Building Permit - plan review fees (revisions/changes). Minimum x PERMITTING 2.256 Flat fee times number of units (e.g., total number of lots) x PERMITTING 2.257 Flat $XX fee per unit tiers, plus an additional flat fee per unit over the highest tier x PERMITTING 2.258 PERCENTAGE OF OTHER FEES - Ability to calculate fees based as a percentage of other fees. x PERMITTING 2.259 ADMINISTRATIVE FEE - Ability to calculate an administrative fee that is based on XX% of the total fees. x PERMITTING 2.260 MULTI-CRITERIA FEE CALCULATIONS - Ability to calculate fees based on multiple values (e.g., Diameter 8" or less and depth of 50' or less). x PERMITTING 2.261 BUILDING CONSTRUCTION VALUATION - Allow for Agency-defined valuation calculations based on a Agency-defined table of construction values. x PERMITTING 2.262 BUILDING ASSESSED VALUATION - Allow for Agency-defined valuation calculations based on a Agency-defined assessed values. x PERMITTING 2.263 SQUARE FOOT CALCULATIONS - Allow Agency-defined square footage calculations based on a Agency-defined table of square footage values. x PERMITTING 2.264 FEES ON DEMAND - Ability to charge any or all fees by specific project requirements (e.g., set up fees on demand). x PERMITTING 2.265 MISCELLANEOUS FEES - Ability to calculate and track unlimited miscellaneous fees collected in conjunction with building permits. x PDF Page 89 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 22 of 81 Packet Page. 1315 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.266 WAIVE FEES - Ability to waive or override any standard/default fees by supervisor with proper security control. x PERMITTING 2.267 PERMIT REQUEST ESTIMATES - Ability to save permit request information to estimate fees without creating a new permit application, then convert estimate to application records when customer actually submits formal permit application (could be weeks or months later). x PERMITTING 2.268 PAY FOR MULTIPLE PERMITS - Ability to pay for multiple permits in the same transaction. x PERMITTING 2.269 AUTO-CALCULATE FEES - Calculate standard planning fees using Agency- defined criteria in a table structure. x PERMITTING 2.270 BILLABLE TIME - Ability to track task time by person and generate hourly fees due. x PERMITTING 2.271 FEE SETTINGS FOR CANCELLED PERMITS - Ability to set fees as refundable or non-refundable should a permit be cancelled. x PERMITTING 2.272 PERMIT CANCELATION - Ability to automatically refund only XX% of the original permit fees if the permit application is cancelled by the customer. x PERMITTING 2.273 INVOICING - Ability to generate an invoice for specific fees due on a permit. x PERMITTING 2.274 INVOICING MULTIPLE PERMITS OR WORK ORDERS - Ability to generate an invoice for all unpaid fees due on multiple permits/work orders by associated contact on the permit. x PERMITTING 2.275 FEE DIFFERENCE CALCULATIONS - Ability to adjust square footage/valuation and calculate the increase in fees of fees already paid. x PERMITTING 2.276 FEE DECIMAL PLACES - Provide for tracking of up to four decimal places in Fees and Fee Formulas, (i.e. SMIP 0.0021 x Job Value, SMIP 0.0001 x Job Value, etc.) x PERMITTING 2.277 FEE SCHEDULES PERMITTING 2.278 MULTIPLE ACTIVE FEE SCHEDULES - Ability for multiple fee schedules to be active at the same time (e.g., Agency-wide fee schedule and a developer specific fee schedule). x PERMITTING 2.279 DEFAULT FEE SCHEDULE - Ability to specify default fee schedule (e.g., Agency). x PERMITTING 2.280 MASS FEE CHANGES - Ability to mass change all or a select set of fees by xx% (inflationary) once per year without having to change each individual fee. x PERMITTING 2.281 DEPOSITS PERMITTING 2.282 TIME TRACKING - Ability to track hourly time spent by reviewer and task to calculate fees for deposit draw downs. x PERMITTING 2.283 DEPOSIT CREDITS/REFUNDS - Ability to allow specific authorized users to generate a credit for hours billed. x PDF Page 90 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 23 of 81 Packet Page. 1316 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.284 DEPOSIT CREDITS/REFUNDS - Ability to credit back draw-downs and expenses to the developer's deposit (e.g., collected newspaper notification fee by mistake) . x PERMITTING 2.285 REFUNDABLE DEPOSITS - Ability to track deposits and refunds including conditions and sign-offs of refund, and maintain a real-time permit fees balance. x PERMITTING 2.286 MULTIPLE PERMITS DRAWS PER DEPOSIT - Ability for multiple permits to draw down against the same deposit (e.g., large contractor or utility company). x PERMITTING 2.287 DEPOSIT INVOICE - FEE SUMMARY - Ability for deposit invoice to show amounts paid to-date and a summary of fees incurred by fee type. x PERMITTING 2.288 BONDS PERMITTING 2.289 BOND ASSESSMENT - Ability to track cash sureties, Letters of Credit, CDs, and other forms of Bonds - Data fields to be tracked include: x PERMITTING 2.290 Bond amount x PERMITTING 2.291 Bond payment type (e.g., cash, check, credit card, letter of credit, cd, etc.) x PERMITTING 2.292 Bond assessment date x PERMITTING 2.293 Bond release date x PERMITTING 2.294 Notes x PERMITTING 2.295 BOND RELEASE - Ability to release a bond and track release amount and release date. x PERMITTING 2.296 NOTIFICATIONS PERMITTING 2.297 NOTIFICATION METHODS - Notification methods include: x PERMITTING 2.298 E-mail x PERMITTING 2.299 Online Citizen Access Portal Updates x PERMITTING 2.300 Mail (e.g., Word-formatted letters) x PERMITTING 2.301 AUTO EMAIL CONTACT TYPES BY STATUS - Ability to automatically generate email notices to contact types by status (e.g., owner and applicant for permit approval, developer when permit status is temporary certificate of occupancy, etc.). x PERMITTING 2.302 NOTIFICATION LETTERS - Ability to generate 30 or 90 day expiration notification letter for a permit applicant. x PERMITTING 2.303 EMAIL NOTIFICATION LETTERS - Ability to email expiration notification letters. x PERMITTING 2.304 NOTIFICATIONS WITH ATTACHMENTS - Ability for standard notifications/letters/permits, certificates, etc., to print with pre- determined attachments (batch or on-demand). x PERMITTING 2.305 NOTIFICATION QUEUE - Ability to notify via queue when inspections are final approved for certificate of occupancy issuance. x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 24 of 81 Packet Page. 1317 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.306 BATCH PRINT PERMIT EXPIRATION NOTICES - Ability to print permit expiration notices in batch for mailing 30 days before expiration. x PERMITTING 2.307 REQUEST FOR PAYMENT- Ability to automatically generate emails to an applicant when fees are ready to be paid. x PERMITTING 2.308 DOCUMENTS TO SIGN - Ability to automatically distribute an email to an applicant containing documents to be signed electronically. x Accela can send out email with the attachments. Custom integration is required with 3rd party document e-signature solution PERMITTING 2.309 PLAN SUBMITTALS AND RESUBMITTALS - Ability for the system to notify plan reviewers/departments of new plan submittals or resubmittals and review due dates. x PERMITTING 2.310 PLAN REVIEWS COMPLETED - Ability for a permit technician to be notified of when all plan reviews have been completed. x PERMITTING 2.311 PAYMENT MADE - Ability for a permit technician to be notified of when payments are made online. x PERMITTING 2.312 LOCK-HOLDS PERMITTING 2.313 LOCK INDIVIDUAL PERMIT - Ability to lock an individual permit (e.g., no edits allowed until lock lifted). x PERMITTING 2.314 LIFT LOCK - Allow only authorized users to lift a locked permit. x PERMITTING 2.315 ALERTS PERMITTING 2.316 UNLIMITED ALERTS - Ability to place unlimited number of alerts per parcel. x PERMITTING 2.317 FLASH ALERTS - Ability to flash alerts by address (e.g., outstanding code enforcement violations). x PERMITTING 2.318 EXPIRED STATE LICENSE - Ability for the system to automatically provide the user an alert when entering an application for a contractor that has an expired state license. x PERMITTING 2.319 EXPIRED AGENCY LICENSE - Ability for the system to automatically provide the user an alert when entering an application for a contractor that has an expired agency license. x PERMITTING 2.320 PERMIT STOP WORK NOTICE - Ability to issue a stop work notice for the following items: x PERMITTING 2.321 Fees Due/NSF x PERMITTING 2.322 Outstanding Code Enforcement Violations (e.g., Illegal Work) x PERMITTING 2.323 Contractor with Expired Business License x PERMITTING 2.324 Contractor with Expired State License x PERMITTING 2.325 Contractor with Expired Insurance x PDF Page 92 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 25 of 81 Packet Page. 1318 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.326 PERMIT NOTICE ALERT - Ability to generate a permit notice alert on a property whenever a permit, planning, code or licensing record is opened. x PERMITTING 2.327 FEES DUE ALERT - Provide an alert at Certificate of Occupancy issuance of any fees owed by the developer/owner/contractor. x PERMITTING 2.328 PRINTING PERMITTING 2.329 AGENCY-DEFINED PERMIT LAYOUT - Ability to create an Agency-defined permit layout. x PERMITTING 2.330 FINAL EDITS - Perform editing prior to printing notices/letters for such items as all fees paid, all permits final, etc. x PERMITTING 2.331 PRINT CERTIFICATES - Allow Agency to define type of certificate to print (e.g., Certificate of Completion vs. Certificate of Occupancy). x PERMITTING 2.332 PRINT AND ATTACH - Ability to simultaneously print and attach a document to a permit record. x PERMITTING 2.333 REPORTING PERMITTING 2.334 SEARCH FUNCTIONS - Allow for search and retrieval of a permit or application data using any combination of: x PERMITTING 2.335 Job Address x PERMITTING 2.336 Tract Number x PERMITTING 2.337 Parcel Map Number x PERMITTING 2.338 Parcel number x PERMITTING 2.339 Lot number x PERMITTING 2.340 Associated names (applicant, property owner, contractor, architect) x PERMITTING 2.341 Associated mailing addresses (applicant, property owner, contractor, architect) x PERMITTING 2.342 Associated phone numbers (applicant, property owner, contractor, architect) x PERMITTING 2.343 Contractor license no. x PERMITTING 2.344 Contractor business license no. x PERMITTING 2.345 Permit Number x PERMITTING 2.346 Type of application (Permit Type) x PERMITTING 2.347 Receipt No. x PERMITTING 2.348 Application date x PERMITTING 2.349 Permit issuance date x PERMITTING 2.350 Application status x PERMITTING 2.351 Responsible department x PERMITTING 2.352 Various Wild Card search x PERMITTING 2.353 Partial word searches x PERMITTING 2.354 Ward (Council Districts) x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 26 of 81 Packet Page. 1319 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.355 Permit Sub Type x PERMITTING 2.356 Number of Inspections in a Month x PERMITTING 2.357 Ability to search by owner name or business common name (e.g., Safeway or ____ Home Owners Association) and see all associated permits. x PERMITTING 2.358 HISTORY - Ability to show all permit history by address when entering application information. x PERMITTING 2.359 USER DASHBOARD - Provide a user specific dashboard with statistics and assignments. x PERMITTING 2.360 STATISTICAL REPORTS - Statistical reports of permits issued by a Agency- defined date range. x PERMITTING 2.361 STATISTICAL REPORTS - Statistical reports of the types of applications submitted by Agency-defined date range. x PERMITTING 2.362 STATISTICAL REPORTS - Statistical reports of plan review processing, including numbers of applications processed, average days to process, etc. x PERMITTING 2.363 OPEN TRUST/DEPOSIT REPORT - Reports of open bonds/deposits and associated activity. x PERMITTING 2.364 PERMIT EXPIRATION REPORT - Permit expiration reports with option to print letters for expiring permits. x PERMITTING 2.365 PLAN CORRECTION REPORT - Produce a plan correction listing on-demand. x PERMITTING 2.366 PLAN CHECK AGING REPORT - Produce a plan check aging report with in and due dates by reviewer. x PERMITTING 2.367 OPEN INSPECTIONS REPORT - Report that lists all open inspections by Agency-defined date range by assigned inspector. x PERMITTING 2.368 PERMIT FEE REPORT - Provides permit fee reports by daily receipts. x PERMITTING 2.369 CALIFORNIA SMIP REPORT - Ability to produce a report containing the SMIP fees collected. x PERMITTING 2.370 CALIFORNIA GREEN FEE REPORT - Ability to produce a report containing the Green Fees collected. x PERMITTING 2.371 TIME PERIOD REPORTS - Provide reports by any time period (e.g., specific date to specific date). x PERMITTING 2.372 PDF FORMAT - Ability to save reports in PDF format. x PERMITTING 2.373 SUMMARY REPORT - Ability to generate a summary of applied and issued permits per month, comparing current month to same time previous year, year to date permits, and annual totals. x PERMITTING 2.374 MONTHLY PERMITS ISSUED REPORT - Ability to generate a detailed list all permits issued for the month. x PDF Page 94 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 27 of 81 Packet Page. 1320 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.375 REVENUE EXPENSES REPORT - Monthly revenue/expense report (fees minus contract review/inspections costs). x PERMITTING 2.376 PUBLISH REPORTS ON WEBSITE - Ability to publish reports to website (e.g., monthly list of permits issued). x PERMITTING 2.377 HOLDING PERIODS BY PARTY - Ability to generate a report on the number of days a permit process has been in the hands of the Agency vs. the applicant (e.g., Agency took X days to review plans and applicant took X days to schedule an inspection after being issued a permit, etc.). x PERMITTING 2.378 PLAN REVIEWS/SUBMITTALS BY PERMIT - Ability to produce a report of all the plan reviews and submittals that have been completed for a permit. x PERMITTING 2.379 ELECTRONICALLY SUBMITTED PLANS - Ability to report on the number of electronically submitted plans. x PERMITTING 2.380 INTEGRATION - INTERFACE PERMITTING 2.381 ELECTRONIC PLAN SUBMITTAL - Ability to receive plan submittals electronically through an online portal. x PERMITTING 2.382 ELECTRONIC PLAN REVIEW - Capable of online plan review with ability to redline markup plans and add comments. x PERMITTING 2.383 INTEGRATION - STATE LICENSES BOARD - Ability to extract contractor information from the state licenses board and populate fields in permit modules and contractor database. VENDOR NOTE - Integration should go beyond the State Licenses Board home page. x Accela has a standard integration for the State of California LIcensing Board PERMITTING 2.384 INTEGRATE - BUSINESS LICENSES - Ability to integrate with business licensing module to identify if a developer has an active business license. x PERMITTING 2.385 INTEGRATION - CASH RECEIPTS - Cash receipts should validate permit number, account number, fees, penalty amounts, and update customer balance. x PERMITTING 2.386 INTEGRATION- PLANNING - Provide communication of conditions and other pertinent information from planning and zoning projects related to permit property locations. x PERMITTING 2.387 INTEGRATION - COUNTY ASSESSORS - Ability to access County Assessor records directly within the application. x Custom integration with 3rd party software will be required at implemenation PERMITTING 2.388 INTEGRATION - GENERAL LEDGER - The permits application must generate journal entry exports to the general ledger for any invoices generated and revenues received, including all fees and credits. x Custom integration with 3rd party software will be required at implemenation PERMITTING 2.389 INTEGRATION - ACCOUNTS RECEIVABLE - Ability to integrate to the Agency's financial system (New World Systems) to allow billing of permit and other permit- related fees (e.g., billing applicants for 3rd party reviews). x Custom integration with 3rd party software will be required at implemenation PDF Page 95 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 28 of 81 Packet Page. 1321 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments PERMITTING 2.390 INTEGRATION - ACCOUNTS PAYABLE - Ability to export fee and deposit account refunds to the Agency's financial system (New World Systems). x Custom integration with 3rd party software will be required at implemenation PERMITTING 2.391 INTEGRATION - PARCEL/ADDRESS MANAGEMENT - The parcel/address management application should provide address, intersection, parcel, owner, and zoning information to the permit system. x PERMITTING 2.392 INTEGRATION - ESRI ARCGIS - Ability to interface to GIS mapping products that support ESRI formats, including ArcGIS (Version 10.8 ). x PERMITTING 2.393 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x Custom integration with 3rd party software will be required at implemenation PDF Page 96 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 29 of 81 Packet Page. 1322 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Inspections GENERAL INSPECTIONS INSPECTIONS 3.001 AGENCY-DEFINED FIELDS - Provide for "unlimited" Agency-defined fields based on inspection type. VENDOR NOTE - If limited, please explain in Comments field. x INSPECTIONS 3.002 LINKING TO PERMITS - Ability to link to a permit or project, after the inspection has been completed. x INSPECTIONS 3.003 UNLIMITED PUNCH LIST - Ability to setup unlimited inspection punch list fields by inspection type. x INSPECTIONS 3.004 ASSOCIATE STANDARD COMMENTS TO INSPECTION TYPE - Ability for standard comments for inspection to be specific to the type of inspection being done. x INSPECTIONS 3.005 INSPECTION SEQUENCES - Allow for the setup of Agency-defined inspections sequences for each application based on the type of work (e.g., foundation before framing). x INSPECTIONS 3.006 ALTER INSPECTION SEQUENCES - Ability to alter inspection sequences for individual permits as required. x INSPECTIONS 3.007 GENERAL SCHEDULING INSPECTIONS 3.008 SCHEDULING - TIME CUTOFF - Ability for system to cut off daily inspection scheduling at "X:XX" time each day. x INSPECTIONS 3.009 SCHEDULING - MAX INSPECTIONS CUTOFF - Ability for system to cut off daily inspection scheduling when a maximum number of inspections have been received. x INSPECTIONS 3.010 VALIDATE INSPECTION REQUEST - System to check whether an inspection request is valid (e.g., required or previously completed). x INSPECTIONS 3.011 SCHEDULING ERROR CHECKS - Perform Agency-defined error checking (with ability to override) during inspection scheduling to ensure the following: x PDF Page 97 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 30 of 81 Packet Page. 1323 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t Wr i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.012 Valid contractor license x INSPECTIONS 3.013 Inspections are being performed in the proper sequence x INSPECTIONS 3.014 Type of inspection requested is valid for the permit x INSPECTIONS 3.015 All required fees have been paid x INSPECTIONS 3.016 Permit has not expired x INSPECTIONS 3.017 Permit has not been placed on hold x INSPECTIONS 3.018 MASS INSPECTION SCHEDULING - Ability to reschedule inspections in mass by type with the ability to override (e.g., reschedule entire day's inspections due to rain). x INSPECTIONS 3.019 RECURRING INSPECTIONS - Ability to setup recurring daily inspections (e.g., site inspections, annual day care inspections, fire inspections, etc.). x INSPECTIONS 3.020 INSPECTIONS CALENDAR - Ability to choose on which days inspections are allowed to take place (e.g., inspections on weekends, no inspections every other Friday, etc.). x INSPECTIONS 3.021 CAP DAILY INSPECTIONS BY INSPECTOR - Ability to cap the number of inspections assigned to an inspector for a day. x INSPECTIONS 3.022 INSPECTION UNIT VALUES - Ability to assign unit values to inspections and limit the daily value of inspections an inspector can be assigned. x INSPECTIONS 3.023 SPECIFIC INSPECTOR ASSIGNMENT OVERRIDE - Ability to assign a default inspector for a specific permit that overrides all other inspector assignment rules (e.g., John will be the only inspector performing inspections for this specific permit). x INSPECTIONS 3.024 PRE-ASSIGN INSPECTORS BY LOCATION - Ability to automatically assign inspectors by location (e.g., 3 different inspections in same area should get assigned to the same inspector). x INSPECTIONS 3.025 PRE-ASSIGN INSPECTORS BY POINT SYSTEM - Ability to automatically assign inspections by point complexity system. x INSPECTIONS 3.026 PRE-ASSIGN INSPECTOR BASED ON INITIAL INSPECTION ASSIGNMENT - Ability to automatically assign second and remaining inspections to the inspector assigned to the first inspection. x INSPECTIONS 3.027 INSPECTION ASSIGNMENTS - DRAG & DROP - Ability to assign and reassign inspections to inspectors using a drag-and-drop capabilities. x INSPECTIONS 3.028 INSPECTORS WORK QUEUE - Ability for inspectors to work from a screen showing only their assigned inspections (i.e., queue). x INSPECTIONS 3.029 INSPECTOR CALENDARS - Ability to view a Daily, Weekly, or Monthly calendar for an inspector. x INSPECTIONS 3.030 DAILY CALENDAR COMPARISON - Ability to compare the daily calendars for multiple inspectors. x PDF Page 98 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 31 of 81 Packet Page. 1324 Application Fe a t u r e Nu m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.031 INSPECTION REASSIGNMENT - Provide a method of automatically reassigning an inspector's scheduled inspections for such situations as an inspector calling in sick, vacation, meetings, etc. VENDOR NOTE - Should prevent inspections from being assigned to an inspector that is out. x INSPECTIONS 3.032 OVERRIDE ASSIGNMENT - Allow specified users to override the automatic assignment. x INSPECTIONS 3.033 OVERDUE ROLLOVER - Ability for inspections assignment to roll-over uncompleted inspections to the next day's schedule. x INSPECTIONS 3.034 CANCEL INSPECTIONS - Ability to allow inspections to be canceled. x INSPECTIONS 3.035 CANCEL INSPECTIONS CUTOFF - Ability to set an Inspection Cancel Cutoff Day and Time; (i.e. same day by 6:00am) x INSPECTIONS 3.036 LATE CANCELLATION FEE - Ability to charge a late cancel fee automatically if cancel occurs after the cutoff defined. x INSPECTIONS 3.037 SCHEDULING APPROVALS INSPECTIONS 3.038 APPROVALS - Do not allow inspections to be scheduled without proper approvals or completed prerequisites. x INSPECTIONS 3.039 FINAL INSPECTION APPROVAL - Ability to disallow final inspection to be scheduled if all other approvals are not completed and fees paid. x INSPECTIONS 3.040 APPROVAL FOR INSPECTION OUTSIDE OF BUSINESS HOURS - Ability to require Agency approval for inspection requests that are outside of normal business hours. x INSPECTIONS 3.041 INSPECTION WINDOWS INSPECTIONS 3.042 AGENCY DEFINED INSPECTION WINDOW - Ability to schedule an inspection time window. x INSPECTIONS 3.043 AM/PM INSPECTION - Ability to automatically schedule inspections for a morning or afternoon time window. x INSPECTIONS 3.044 INSPECTIONS REQUESTS - TIME WINDOWS - Ability to schedule inspection requests for specific time windows (e.g. 8:00am, 1:30pm). x INSPECTIONS 3.045 INSPECTION TIME WINDOWS - Ability to specify the inspection scheduling time window (e.g., hourly or AM/PM) by inspection type. x INSPECTIONS 3.046 PRECON INSPECTIONS - Ability to setup workflow to restrict which days specific Inspection Types can be scheduled. (e.g., Preconstruction Inspections can only be scheduled on a Tuesdays or Thursdays) x INSPECTIONS 3.047 AFTERHOURS INSPECTION REQUESTS - Ability to setup workflow to allow the scheduling of Afterhours Inspection Requests by Inspection Types, GIS areas and Geo Type. (e.g., only allow ROW Inspection Type, in the Historic District, on an Intersection the ability to request Afterhours Inspections) x PDF Page 99 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 32 of 81 Packet Page. 1325 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.048 AFTERHOURS INSPECTION FEE - Ability to setup workflow to automatically add and collect an Afterhours Fee if an Afterhours Inspection is Requested. (e.g., If a contractor requests to schedule an Afterhours Inspection, as part of the scheduling process the system would automatically add the Afterhours Fee to the cart and request the contractor to pay the fee prior to confirming the Inspection was scheduled) x INSPECTIONS 3.049 HOLDS AND NOTIFICATIONS INSPECTIONS 3.050 NOTICE OF VIOLATION - Ability to initiate violations and generate notification letters by type of violation. x INSPECTIONS 3.051 STOP WORK ORDER - Ability to issue stop work order (e.g., prevent other inspections, permits, etc.) on any open permit. x INSPECTIONS 3.052 INSPECTION HOLD STATUS - Ability to put project on hold if additional inspection or re-inspection fees are due. x INSPECTIONS 3.053 UNAPPROVED CONDITIONS TO BLOCK PERMIT ISSUANCE - Ability to set up some types of conditions to be changed to unapproved during project construction to block additional permits from being issued until condition is re-inspected and removed (e.g., job site safety issues, construction sign, fencing, straw rolls requirement, etc.). x INSPECTIONS 3.054 OVERDUE INSPECTION FLAG - Ability for inspectors queue to flag any inspections not completed in 24 hours. x INSPECTIONS 3.055 MULTIPLE INSPECTIONS AT SAME ADDRESS - Ability for the system to notify an inspector of multiple scheduled inspections at the same address. x INSPECTIONS 3.056 INSPECTION REQUESTOR NOTIFICATIONS - Ability for the system to automatically notify inspection requestors at the end of each day of upcoming inspections by inspection times or time windows. x INSPECTIONS 3.057 FEES INSPECTIONS 3.058 AFTER HOURS FEE - The system has the ability to calculate fees for inspections outside of normal business hours. x INSPECTIONS 3.059 AUTO FEE BY INSPECTION RESULT STATUS - Ability to automatically assess a fee based on an inspection result status (e.g., failed with fee, not ready with fee, etc.). x INSPECTIONS 3.060 RE-INSPECTION FEES - Ability to manually or automatically apply a discretionary re-inspection fee after x number of inspections of the same type. x INSPECTIONS 3.061 OVERRIDE RE-INSPECTION FEES - Allow Agency-defined re-inspection fees to be overridden by specified users. x INSPECTIONS 3.062 TIME TRACKING INSPECTIONS 3.063 INSPECTION TIME TRACKING - Ability to track and report the following inspection date and time attributes: x PDF Page 100 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 33 of 81 Packet Page. 1326 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.064 Inspection Date x INSPECTIONS 3.065 Inspection Start Time x INSPECTIONS 3.066 Inspection Stop Time x INSPECTIONS 3.067 Inspection Total Time x INSPECTIONS 3.068 PRE-DEFINED INSPECTION DURATION TIMES - Ability to set pre-defined inspection duration times (e.g., 0.5 hours) with the ability for an inspector to manually override. x INSPECTIONS 3.069 MOBILE INSPECTIONS INSPECTIONS 3.070 SUGGESTED ROUTE - Ability to view a suggested route for inspections. x Suggested route is available in the back office GIS map viewer. Inspectors can print this route map INSPECTIONS 3.071 MANUAL ROUTE - Ability to manually modify a suggested route for inspections. x INSPECTIONS 3.072 FIELD INSPECTIONS - Ability to add inspections to a list that is retrievable by an inspector already in the field. x INSPECTIONS 3.073 INSPECTION RESULTS COMMENTS ! NOTES - Allow unlimited additional inspection notes, free text comments or result comments to be entered during inspection results entry. x INSPECTIONS 3.074 PREVIOUS INSPECTION COMMENTS ! NOTES - Ability to copy notes from previously completed inspection of the same type into the new inspection being added. x INSPECTIONS 3.075 INSPECTION SCHEDULING - Ability for an inspector to schedule an inspection or reinspection from the field. x INSPECTIONS 3.076 VIEW PERMIT RECORD ATTACHMENTS - Ability to view attachments from the permit record while in the field. x INSPECTIONS 3.077 VIEW ELECTRONIC PLANS - Ability to view electronic plans associated with a permit while in the field. x INSPECTIONS 3.078 VIEW PREVIOUS INSPECTIONS - Ability to view all previous inspections associated with a permit while in the field. x INSPECTIONS 3.079 PUNCH LIST - FREE-FORM COMMENTS - Ability to enter unlimited inspector comments (free form punch list). x INSPECTIONS 3.080 VOICE-TO-TEXT FOR INSPECTIONS - Ability to support voice-to-text for recording inspection comments. x INSPECTIONS 3.081 MOBILE PHOTO ! DOCUMENT ATTACHING - Allow inspectors in the field to attach photos and documents to an inspection record in real-time using a laptop or other hand held devices such as smartphones or tablets. x PDF Page 101 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 34 of 81 Packet Page. 1327 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.082 MOBILE RESULTING - Allow inspectors in the field to result inspections in real-time using laptops or other hand held devices such as smartphones or tablets (e.g., iPads or Windows based tablets). x INSPECTIONS 3.083 VIEW DETAILED PERMIT INFO - Ability to view detailed permit information from the field for any permit (e.g., Confirm if permit exists for suspicious construction, permit has been issued, inspections have been performed, etc.) regardless if an inspection was scheduled for the permit. x INSPECTIONS 3.084 DIGITAL SIGNATURE - Ability to enable digital signature capture in the field. x INSPECTIONS 3.085 OFFLINE MOBILE FUNCTIONALITY - Ability to support "Store-And-Go" functionality by saving transaction data locally when connectivity is lost and synchronizing the data once connectivity is restored. x INSPECTIONS 3.086 REACTIVE MOBILE DESIGN - Ability to run mobile application on cellular devices and tablets. x INSPECTIONS 3.087 EMAILS INSPECTIONS 3.088 EMAIL SCHEDULED CONFIRMATION - Ability to automatically send an Inspection Scheduled Email Confirmation to the contractor or contact on the permit when an Inspection is scheduled. x INSPECTIONS 3.089 EMAIL INSPECTION RESULTS - Ability to automatically email inspection results and comments to the permit/project customer point of contact. x INSPECTIONS 3.090 EMAIL INSPECTION RESULTS - Ability to manually email inspection results and comments to the permit/project customer point of contact and manually enter their email address from the mobile device. x INSPECTIONS 3.091 FINAL INSPECTION COMPLETED EMAIL - The system has the ability to automatically send an email to all personnel involved with a permit indicating that the final inspection has been completed. x INSPECTIONS 3.092 CANCELLED INSPECTION EMAIL - Ability for an automatic email to be sent when an Inspection is Cancelled. x INSPECTIONS 3.093 REPORTING INSPECTIONS 3.094 INSPECTION TIME - Ability to report on the actual time spent performing inspections. x INSPECTIONS 3.095 INSPECTIONS PERFOMED BY DATE RANGE - Ability to report on the type of inspections performed for a Agency-defined date range. x INSPECTIONS 3.096 % OF INSPECTIONS REQUESTED AND RESULTED SAME DAY - Ability to report on the percentage of inspections requested and resulted on the same day. x INSPECTIONS 3.097 PASSED/FAILED INSPECTIONS BY PERMIT - Ability to report on all inspections that have passed and failed by permit. x INSPECTIONS 3.098 REINSPECTION FEES BY PERMIT - Ability to report on all re-inspection fees by permit x age 102 o Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 35 of 81 Packet Page. 1328 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments INSPECTIONS 3.099 DAILY INSPECTION REQUEST LOG - Ability to generate a detailed list of all inspection requests received for a given day. x INSPECTIONS 3.100 STATISTICAL REPORTS - Statistical reports of types of inspections performed by Agency-defined date range. x INSPECTIONS 3.101 STATISTICAL REPORTS - Statistical reports of inspector activity by Agency- defined date range. x INSPECTIONS 3.102 INTEGRATION INSPECTIONS 3.103 INTEGRATION - IVR - Ability to integrate with an interactive voice response system for inspection scheduling, status updates, and payments. VENDOR NOTE - Please list IVR partners in comments. x Custom integration with 3rd party software will be required at implemenation INSPECTIONS 3.104 INTEGRATION - PERMITTING - Integrate in real time to Permitting to schedule inspections and update inspection results to the permit. x INSPECTIONS 3.105 INTEGRATION - PERMIT APPROVAL - Integrate in real-time to Permitting to update inspection results to the permit and approve the permit. x INSPECTIONS 3.106 INTEGRATION - PERMIT FINAL - Integrate in real-time to Permitting to update inspection results to the permit and final the permit. x INSPECTIONS 3.107 INTEGRATION - CODE ENFORCEMENT - Integrate in real time to Code Enforcement to create a case, schedule inspections, and update inspection results for a case. x INSPECTIONS 3.108 INTEGRATION - BUSINESS LICENSING - Integrate in real time to Business Licensing to schedule inspections and update inspection results to the license. x INSPECTIONS 3.109 INTEGRATION - PARCEL/ADDRESS MANAGEMENT -Integrate in real time to Parcel/Address Management to retrieve historical information on inspections performed on the parcel or address. x INSPECTIONS 3.110 INTEGRATION - PARCEL/ADDRESS MANAGEMENT - The parcel/address management application should provide address, parcel, intersection, owner, and zoning information to the permit system. x INSPECTIONS 3.111 INTEGRATION - ESRI ARCGIS - Ability to interface to GIS mapping products that support ESRI formats, including ArcGIS (Version 10.8 ). x INSPECTIONS 3.112 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x Custom integration with 3rd party software will be required at implemenation PDF Page 103 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 36 of 81 Packet Page. 1329 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Code Enforcement CASE SETUP AND INTAKE CODE ENF. 4.001 WORKFLOW BY CASE TYPES - Allow user to define case types with Agency- defined sequence of actions, site investigation, follow up, re-discovery, fees, and due dates for each type. x CODE ENF. 4.002 AGENCY-DEFINED FIELDS - Provide for "unlimited" Agency-defined fields by case type. If limited, please explain in comments. x CODE ENF. 4.003 CASE STATUS - Ability to define numerous different status codes (i.e., new, pending, resolved, etc.) and be able to retrieve and print a report on cases matching a particular status. x CODE ENF. 4.004 PREVENT DUPLICATES - Ability for system to identify duplicate complaints and prevent a separate case from being opened. x CODE ENF. 4.005 CASE MERGING - Ability to merge duplicate cases already created. x CODE ENF. 4.006 CASE TRACKING CODE ENF. 4.007 CASE TRACKING - Ability to track code cases by the following fields: x CODE ENF. 4.008 Case Type x CODE ENF. 4.009 Date Investigation began x CODE ENF. 4.010 Violation address x CODE ENF. 4.011 Owner information x CODE ENF. 4.012 Tenant information x CODE ENF. 4.013 Business Management information x CODE ENF. 4.014 Property Owner/Tenant notifications (e.g., Site visit, phone call, second ti ) x CODE ENF. 4.015 All Site Investigations x CODE ENF. 4.016 Date/Time of Site Investigations x CODE ENF. 4.017 Officers x CODE ENF. 4.018 Violation(s) corrected (Y/N) x PDF Page 104 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 37 of 81 Packet Page. 1330 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.019 Actions Taken x CODE ENF. 4.020 Date Actions Taken x CODE ENF. 4.021 Comments x CODE ENF. 4.022 CASE CONTACTS - Ability to track unlimited number and category of contacts per case (e.g., owners, business owner, tenant, property manager, reporting party, etc.). x CODE ENF. 4.023 CASE ASSOCIATIONS - Ability to associate multiple complaints to a single case. x CODE ENF. 4.024 TRACKING CRITERIA - Provide capability to track case-related events by date, time, status, and code enforcement officer, etc. x CODE ENF. 4.025 TIME TRACKING - Ability to track time by case, task, site investigation, or event for billing purposes. x CODE ENF. 4.026 TRACK CASE UPDATES BY PERSON - Ability to track all case update information by person (e.g., a case could have multiple site investigations done by different case officers). x CODE ENF. 4.027 CASE DATES - Ability to auto populate milestone dates based on printed documents. x CODE ENF. 4.028 CASE CHRONOLOGY - Ability to track all case chronology through narrative notes and type of action. VENDOR NOTE - All narrative notes and actions should be maintained in date/time order (latest on top). x CODE ENF. 4.029 UNLIMITED FREE-FORM NARRATIVE NOTES - Provide ability to enter unlimited, free-form notes per violation. x CODE ENF. 4.030 DATE AND TIME STAMP NARRATIVE NOTES - Ability to select the date and time stamp when inputting site investigation notes, case notes, etc., by user. x CODE ENF. 4.031 MAINTAIN AUDIT TRAILS - Ability to maintain audit trails including changed by, changed date, and record of changes. x CODE ENF. 4.032 VIOLATIONS CODE ENF. 4.033 VIOLATION TYPES - Ability to track violation types, including, but not limited to: x CODE ENF. 4.034 Construction without a Permit x CODE ENF. 4.035 Commercial Enforcement x CODE ENF. 4.036 Multi-Family Rental Program x CODE ENF. 4.037 Hazardous Condition x CODE ENF. 4.038 Marijuana Dispensary x CODE ENF. 4.039 NOP Request x CODE ENF. 4.040 Property Maintenance x CODE ENF. 4.041 Single Family Rental Program x CODE ENF. 4.042 Residential x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 38 of 81 Packet Page. 1331 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.043 Sub-Standard Housing x CODE ENF. 4.044 Vehicle Abatement x CODE ENF. 4.045 Vendor Enforcement x CODE ENF. 4.046 Vacant Lot x CODE ENF. 4.047 Yard Sale x CODE ENF. 4.048 VIOLATION TYPES - Allow user to define violation types (vehicle, commercial site maintenance, signage, illegal vendor, overgrown vegetation, trash cans in public view, etc.). x CODE ENF. 4.049 AGENCY MUNICPAL CODE SECTIONS - Ability to apply Agency Municipal Code Sections to violations. x CODE ENF. 4.050 CODE SECTIONS BY VIOALTION TYPE - Ability to pre-define and automatically populate code sections by violation type. x CODE ENF. 4.051 REQUIRED ACTIONS BY VIOLATION TYPE - Ability to pre-define and automatically populate required actions by violation type. x CODE ENF. 4.052 COMMENTS BY VIOLATION TYPE - Ability to set up standard violation comments by violation type. x CODE ENF. 4.053 COMPLIANCE BY DATE BY VIOLATION TYPE - Ability to set up standard compliance by date by type of violation. x CODE ENF. 4.054 MULTIPLE VIOLATIONS PER CASE - Allow multiple violations to be associated with a single case. x CODE ENF. 4.055 CASE ASSIGNMENTS CODE ENF. 4.056 ASSIGN CASE BY CASE TYPE - Ability to automatically assign cases to code officers by case type. x CODE ENF. 4.057 ASSIGN CASE BY GEOGRAPHICAL AREA -Ability to automatically assign cases to code officers by geographical area (e.g. zone 1-4). x CODE ENF. 4.058 ASSIGN CASE OVERWRITE - Ability to overwrite automatic code case assignment with proper user permissions. x CODE ENF. 4.059 AUTO EMAIL FOR CASE ASSIGNMENT - Ability for an automatic email to be sent to the code enforcement officer who is assigned to the code case. x CODE ENF. 4.060 SITE INVESTIGATION CHECKLIST BY CASE TYPE - Ability to generate site investigation checklists by case type. x CODE ENF. 4.061 CASE MANAGEMENT CODE ENF. 4.062 DUE DATES - Ability for system to fill in due dates by task based upon case type. x CODE ENF. 4.063 DUE DATE OVERRIDE - Ability to override system generated default dates (e.g., correction/compliance, site investigations, etc.). x CODE ENF. 4.064 RESOLUTION EFFECTIVE DATES - Allow user to define number of days for resolution with effective dates by violation type. x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 39 of 81 Packet Page. 1332 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.065 ACTIONS WITH EFFECTIVE DATES - Allow user to define violation related actions with effective dates. x CODE ENF. 4.066 CASE STATUS BY EFFECTIVE DATES - Ability to track dates status' changed. x CODE ENF. 4.067 SITE INVESTIGATIONS (INSPECTIONS) CODE ENF. 4.068 UNLIMITED SITE INVESTIGATION FREE-FORM TEXT - Allow unlimited free- form text at the site investigation level. x CODE ENF. 4.069 FOLLOW-UP SITE INVESTIGATION - Establish Agency-defined follow-up site investigation program to ensure corrections are made. x CODE ENF. 4.070 RE-DISCOVERY SCHEDULING - Ability to automatically schedule re-discovery by XX days if case is not in compliance. x CODE ENF. 4.071 ANNUAL OR BIENNIAL SITE INVESTIGATION - Ability to setup annual or every other year site investigation of rental properties to determine if code violations exists. x CODE ENF. 4.072 SITE INVESTIGATION DATE - Ability to modify automatic/default site investigation and/or re-discovery dates. x CODE ENF. 4.073 CORRESPONDENCE CODE ENF. 4.074 USER DEFINED NOTIFICATIONS - Allow user to define formats for correspondence, notifications, letters, etc., by type of violation (without vendor customization). x CODE ENF. 4.075 Agency-DEFINED CORRESPONDENCE/NOTICE FORM LAYOUT - Print notifications on forms created in Microsoft Word or other Agency-defined form layout (e.g., door hangers). x CODE ENF. 4.076 MULTIPLE ADDRESS VIOLATION LETTER - Ability to create and print violation letters to both the actual situs address and owner's mailing address if different than the situs address. x CODE ENF. 4.077 MAILING LABELS - Ability to produce mailing labels for a Agency-defined group of cases. x CODE ENF. 4.078 EDITABLE CORRESPONDENCE/NOTICATIONS - Utilizing forms created in Microsoft Word or other Agency-defined form layout, allow user to edit standard forms (e.g. notifications, correspondence, etc.). x CODE ENF. 4.079 SPELL CHECKING NARRATIVE NOTES - Provide spell checking capabilities for all narrative notes and forms/letter editors. x CODE ENF. 4.080 MICROSOFT WORD - Utilize current versions of Microsoft Word as notice, letter, and citation editor. x CODE ENF. 4.081 MICROSOFT OUTLOOK - Ability for the system to integrate with Microsoft Outlook to attach e-mails to the code case record. x PDF Page 107 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 40 of 81 Packet Page. 1333 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t Wr i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.082 VIOLATION NOTIFICATIONS - Provide Agency-defined violation notification to multiple responsible parties (e.g., owners, property manager and/or occupants). x CODE ENF. 4.083 MULTIPLE VIOLATIONS LETTERS PER PROPERTY - Ability to consolidate multiple violations for the same property into one notification letter. x CODE ENF. 4.084 ALERTS & NOTIFICATIONS CODE ENF. 4.085 LOCATION ALERTS - Ability to provide on-screen alerts when dealing with certain addresses (e.g., problem property information, hazardous materials on property, dangerous dog, etc.). x CODE ENF. 4.086 INTAKE FLAG - Ability to flag upon intake, if existing open Code Enforcement case(s) exist. x CODE ENF. 4.087 PROPERTY HOLD - Place a hold on property to prevent permit issuance without code enforcement case resolution. x CODE ENF. 4.088 COLLECTIONS LIENS AND COURT CODE ENF. 4.089 LOCK CASE NOTES AND COMMENTS - Ability to prevent changes to prior case information, including notes and comments. x CODE ENF. 4.090 PROPERTY LIENS - Ability to view a property lien that has been levied against a property. x CODE ENF. 4.091 COURT EVIDENCE FORMAT - Provide court-accepted evidentiary rules and trail for violation notices, free-form notes, and all attachments. x CODE ENF. 4.092 CASE INFORMATION PACKET - Ability to create a case information packet that automatically prints all historical case information and related attachments. x CODE ENF. 4.093 WARRANT - Ability for the system to generate a Warrant Template to be printed from a case. x CODE ENF. 4.094 COURT CASE RESULTS - Ability to track the results of court cases. x CODE ENF. 4.095 FEES CODE ENF. 4.096 MULTIPLE CITATIONS DIFFERENT FINES - Ability to issue multiple types of citations with different fines for a single case. x CODE ENF. 4.097 INCREMENTAL FEES - Ability to assess penalties on an increment basis (e.g. $100, $250, $500) until violation is resolved. x CODE ENF. 4.098 FIXED AND VARIABLE FEES - Ability to set up Agency-defined fixed and variable fees as follows: x CODE ENF. 4.099 Hourly fee by labor or equipment class/type. One hour minimum charge. x CODE ENF. 4.100 Flat fee plus actual cost of abatement or contracted work x CODE ENF. 4.101 Flat $XX fee per unit x CODE ENF. 4.102 HOURLY FEES - Ability to bill hourly fees. x CODE ENF. 4.103 FEE PAYMENT - Ability to require payment in full within X number of days. x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 41 of 81 Packet Page. 1334 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.104 PENALTIES - Ability to automatically assess a dollar amount penalty if fees are not paid by the due date. x CODE ENF. 4.105 WAIVE FEES & PENALTIES - Ability to waive fees and penalties x CODE ENF. 4.106 MOBILE ACCESS CODE ENF. 4.107 INTEGRATION - PUBLIC MOBILE APPLICATION - Ability for the public to submit a request through a mobile application. VENDOR NOTE - Indicate if application requires third party integration or is a current standard feature. x CODE ENF. 4.108 USE OF LAPTOP IN THE FIELD - Ability to run entire system on laptop with a wireless connection while in the field. x CODE ENF. 4.109 REPORTING AND PRINTING CODE ENF. 4.110 CASE SEARCH - Ability to locate a case by case number, violation type, address, owner, parcel number, etc. x CODE ENF. 4.111 COMPLIANCE BY DATE BY PRINTED DOCUMENT ISSUED - Ability to set up standard compliance by date by type of Notice. x CODE ENF. 4.112 NAME SEARCH - Provide ability to locate a case by any name associated with the case. x CODE ENF. 4.113 TRACK HISTORY - Ability to track and report case history, including adjudication and judgment information. x CODE ENF. 4.114 HISTORY BY PERSON/ENTITY - Provide code violation history by person/entity. x CODE ENF. 4.115 HISTORY BY PARCEL AND ADDRESS - Provide history of code violations by parcel and address. x CODE ENF. 4.116 DAILY SITE INVESTIGATIONS REPORT- Ability to automatically generate a daily listing of site investigations for all officers. x CODE ENF. 4.117 CODE CASES BY TYPES - Ability to report on the number of code enforcement cases by type and Agency-defined period of time. x CODE ENF. 4.118 CASE INVESTIGATIVE REPORT - Ability to run a standard investigation report (or modify a standard report with Ad Hoc tools) that will include: master case information, complaint description, reporting party information, property information, party-complained-of information, business-complained-of information, revenue, referral information, and all chronological narrative notes. x CODE ENF. 4.119 AVERAGE DAYS FROM INITIATION TO FIRST SITE INVESTIGATION -Ability to report on the average number of calendar days from date of case initiation until the first site investigation is completed. x CODE ENF. 4.120 AVERAGE DAYS FROM FIRST SITE INVESTIGATION TO COMPLIANCE -Ability to report on the Average number of calendar days from first site investigation date until compliance. x PDF Page 109 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 42 of 81 Packet Page. 1335 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CODE ENF. 4.121 AVERAGE DAYS FROM INITIATION TO COMPLIANCE -Ability to report on the Average number of calendar days from case initiation to case compliance. x CODE ENF. 4.122 WIRELESS PRINTING FROM LAPTOP - Ability to print violation notices, on location, from wireless printers. x CODE ENF. 4.123 ADMINISTRATIVE CITATIONS EXPORT - Ability to export a list of administrative citations to a 3rd Party collection company. x CODE ENF. 4.124 SECURITY CODE ENF. 4.125 SECURITY - Ability to restrict write access to Code Enforcement case by user and group. x CODE ENF. 4.126 SECURITY - Ability to restrict read access of complainant information to Code Enforcement Officers. x CODE ENF. 4.127 FIELD LEVEL SECURITY RESTRICTIONS - Ability to restrict specific fields or group of fields to specific users (e.g., social security numbers, driver's license, numbers, birth dates, etc.). x CODE ENF. 4.128 INTEGRATION CODE ENF. 4.129 INTEGRATION - CASHIERING - Ability to integrate with cashiering for payment processing. x CODE ENF. 4.130 INTEGRATION - PERMITTING - Provide ability to flag parcels with code violations to notify building permits system at permit application entry. x CODE ENF. 4.131 INTEGRATION - PERMITTING - Ability to put permit process on hold if a code violation warrants such action. x CODE ENF. 4.132 INTEGRATION - PLANNING - Ability to put a planning/entitlement project on hold if a code violation warrants such action. x CODE ENF. 4.133 INTEGRATION - PLANNING - Ability to put a planning/entitlement project on hold if a code violation warrants such action. x CODE ENF. 4.134 INTEGRATION - MOBILE APPLICATION - ATTACHMENTS -Ability to submit photos and a mobile phone request. x CODE ENF. 4.135 INTEGRATION - PARCEL/ADDRESS MANAGEMENT -Integrate in real time to Parcel/Address Management to retrieve historical information on inspections performed on the parcel or address. x CODE ENF. 4.136 INTEGRATION - PARCEL/ADDRESS MANAGEMENT - The parcel/address management application should provide address, parcel, owner, and zoning information to the permit system. x CODE ENF. 4.137 INTEGRATION - ESRI ARCGIS - Ability to interface to GIS mapping products that support ESRI formats, including ArcGIS (Version 10.8 ). x CODE ENF. 4.138 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x PDF Page 110 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 43 of 81 Packet Page. 1336 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t Avai l a b l e Comments Request Management GENERAL FEATURES REQUEST MGT. 5.001 REQUEST TYPES - Ability to manage request types such as: requests, complaints, suggestions, compliments by location, and name of requestor. x REQUEST MGT. 5.002 ONLINE REQUESTS - Ability to receive service requests from an online portal. x REQUEST MGT. 5.003 ANONYMOUS WEB PAGE REQUESTS - Ability to receive anonymous service requests. x REQUEST MGT. 5.004 ONLINE STATUS - Ability for a requestor to inquire online and see the status of their request/complaint. x REQUEST MGT. 5.005 E-MAIL REQUESTS - Ability to receive service requests via e-mail. x REQUEST MGT. 5.006 COMPLAINT FIELDS - Ability to track the following fields, at minimum, for any work request: x REQUEST MGT. 5.007 Corrective Type Requested x REQUEST MGT. 5.008 Standard Description x REQUEST MGT. 5.009 Priority x REQUEST MGT. 5.010 Date x REQUEST MGT. 5.011 Requestor Type (Employee, Customer, Business) x REQUEST MGT. 5.012 Requestor Employee Department x REQUEST MGT. 5.013 Requestor Employee Number x REQUEST MGT. 5.014 Requestor Name x REQUEST MGT. 5.015 Requestor Address x REQUEST MGT. 5.016 Requestor Home Phone x REQUEST MGT. 5.017 Requestor Work Phone x REQUEST MGT. 5.018 Requestor Cell Phone x REQUEST MGT. 5.019 Requestor Email Address x REQUEST MGT. 5.020 Work Request Number x f age 111 o Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 44 of 81 Packet Page. 1337 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments REQUEST MGT. 5.021 Work Management Number (IWorqs reference number) x REQUEST MGT. 5.022 Completed/Closed Date x REQUEST MGT. 5.023 Location (if different than address) x REQUEST MGT. 5.024 Park x REQUEST MGT. 5.025 Detailed Description x REQUEST MGT. 5.026 Ward (automatically populated based on GIS location x REQUEST MGT. 5.027 Date Assigned x REQUEST MGT. 5.028 Assigned To x REQUEST MGT. 5.029 Initial Action Taken x REQUEST MGT. 5.030 Follow-Up Required x REQUEST MGT. 5.031 Assigned to/Call # x REQUEST MGT. 5.032 Follow-Up Action Taken x REQUEST MGT. 5.033 Follow-Up Completion Date x REQUEST MGT. 5.034 Requestor Notified x REQUEST MGT. 5.035 Requestor Notification Date x REQUEST MGT. 5.036 Requestor Notification Performed By x REQUEST MGT. 5.037 Reviewed By x REQUEST MGT. 5.038 Reviewed By Date x REQUEST MGT. 5.039 PERSON/ENTITY - Person/Entity should provide for the storage of the following information at a minimum: x REQUEST MGT. 5.040 Name of Requestor x REQUEST MGT. 5.041 Name of Agency Contact x REQUEST MGT. 5.042 Date of Request x REQUEST MGT. 5.043 Time of Request x REQUEST MGT. 5.044 Forward Request To x REQUEST MGT. 5.045 Service Area (water, sewer, streets, building/planning, etc.) x REQUEST MGT. 5.046 Location of Complaint x REQUEST MGT. 5.047 Description of complaint x REQUEST MGT. 5.048 Service Action Requested x REQUEST MGT. 5.049 Address of Requestor/Complainant x REQUEST MGT. 5.050 Phone Number x REQUEST MGT. 5.051 Email x REQUEST MGT. 5.052 Determination (Public, Private) x REQUEST MGT. 5.053 Determination Date x REQUEST MGT. 5.054 Follow up Required (Y/N) x REQUEST MGT. 5.055 EVENT HISTORY - Ability to access event history by the event reference for each request. x REQUEST MGT. 5.056 CALL HISTORY SEARCH - Ability to verify calls by searching for call history. x PDF Page 112 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 45 of 81 Packet Page. 1338 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments REQUEST MGT. 5.057 CALL HISTORY SEARCH - Ability to verify calls by searching for call history by informant. x REQUEST MGT. 5.058 CALL HISTORY SEARCH - Ability to verify calls by searching for call history by location. x REQUEST MGT. 5.059 DEFINE REQUEST TYPES BY DEPARTMENT ! DIVISION - Ability to segregate request types by division/department. x REQUEST MGT. 5.060 REQUEST TYPE WORKFLOW - Ability to define workflow based on request type. x REQUEST MGT. 5.061 REQUEST SUB TYPES - Ability to define Sub Types associated with a Request Type. x REQUEST MGT. 5.062 REQUEST TYPES BASED ON GEO LOCATION - Ability to restrict the Request Types allowed based on a Geo Location (i.e., If a Park is selected on a map only certain request types would be available, if an Address in a specific area of the city is selected only certain request types would be available) x REQUEST MGT. 5.063 ASSIGN & DISPLAY PRIORITY - Ability to display requests by priority within department, as well as by global view (all users). x REQUEST MGT. 5.064 COMPLAINT DASHBOARD -Ability to display complaints by officer in a user defined Agency viewed dashboard. x REQUEST MGT. 5.065 REQUEST ROUTING - Provide for the routing of a request to the proper department/employee based on type of request (Agency-defined). x REQUEST MGT. 5.066 ADDITIONAL REFERRALS ! ROUTING - Provide for additional referrals/routing from initial responsible department/employee. x REQUEST MGT. 5.067 ROUTE REQUESTS TO MULTIPLE DEPARTMENTS - Ability to predefine the routing of request/complaint types to the appropriate department/division or individual by type of request and priority. x REQUEST MGT. 5.068 MULTI-REQUESTS PER SAME INCIDENT - Ability to capture and link multiple complaints on the same incident/case (e.g., graffiti, pot hole, down sign, code enforcement complaint, etc.). x REQUEST MGT. 5.069 DUPLICATE REQUESTS PER SAME INCIDENT - Ability to identify duplicate requests for the same issue. x REQUEST MGT. 5.070 CONVERSATION THREAD WITH COMPLAINANT- Ability to send messages or log messages back and forth regarding the issue. x REQUEST MGT. 5.071 CASE CREATION FROM ISSUE - Ability to create a Code Case from a submitted Issue. x REQUEST MGT. 5.072 LINK ISSUE TO EXISTING CASE - Ability to link an Issue to an existing Code Case. x REQUEST MGT. 5.073 MASS STATUS UPDATE - Ability to update status of multiple requests at the same time (e.g., five requests about the same pot hole). x PDF Page 113 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 46 of 81 Packet Page. 1339 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments REQUEST MGT. 5.074 AUDIT LOG - Ability to view audit log of request/request events, activities, dates, and status. Including the user who logged an activity or issue. x REQUEST MGT. 5.075 ACTIONS & REMINDERS - Ability to establish future actions and reminders associated with requests. x REQUEST MGT. 5.076 NOTIFICATIONS - EMAILS - Provide for the generation of emails to the requestor at the receipt of request/complaint, when action is determined, and when action is completed. x REQUEST MGT. 5.077 E-MAIL - Ability to send email updates or notifications to requestors. x REQUEST MGT. 5.078 TEXT MESSAGE UPDATES - Ability to send Text Message updates or notifications to requestors. x REQUEST MGT. 5.079 ATTACHMENTS - Ability to store attachments to the request history (e.g., photos, correspondence, e-mail, etc.). x REQUEST MGT. 5.080 ATTACHMENTS - Ability for requestors to provide attachments to the request at initial submission as well as after the issue is created (e.g., photos, correspondence, e-mail, etc.). x REQUEST MGT. 5.081 USER-DEFINED CORRESPONDENCE - Provide capability to configure letter templates for generating correspondence on a global basis or by request. x REQUEST MGT. 5.082 REQUEST CLASSIFICATION TYPES - Provide ability to classify any requests using pre-defined criteria. x REQUEST MGT. 5.083 AGENCY-DEFINED FIELDS - Provide ability to create agency-defined additional information based upon request/complaint type (i.e., unlimited user-defined fields by type of request/contact). x REQUEST MGT. 5.084 PRIORITIZE REQUESTS - Ability to prioritize requests/complaints. x REQUEST MGT. 5.085 STANDARD RESPONSE TIMES - Ability to setup standard response time requirements by request type for departmental response compliance and performance measurement tracking. x REQUEST MGT. 5.086 STANDARD RESPONSE TIME PUBLICATION - Ability to display standard response time requirements for display to requestors. x REQUEST MGT. 5.087 E-MAIL ALERTS - Ability to send e-mail alerts to departments/divisions or individuals based upon priority. x REQUEST MGT. 5.088 E-MAIL ALERTS - Ability to provide reminder e-mail alerts if request is not acted upon within the established standard response time. x REQUEST MGT. 5.089 SEARCH CRITERIA - Ability to obtain a request's status by requestor name, reference number, phone number, request type, and location. x REQUEST MGT. 5.090 SEARCH CRITERIA - Ability to inquire using wild cards and close-to logic. x REQUEST MGT. 5.091 AGING SEARCH - Provide inquiry capability for viewing requests based on aging criteria (e.g., requests still open that are "X" number of days beyond established standard response times). x Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 47 of 81 Packet Page. 1340 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments REQUEST MGT. 5.092 STATISTICAL REPORTS - Ability to print reports in statistical format. x REQUEST MGT. 5.093 AGENCY-DEFINED REPORT SORTING - Ability to sort reports in agency- defined sequence. x Agency can specify sequence of sorting. Reports can be saved in this pre-defined sequence. REQUEST MGT. 5.094 ESCALATION PRIORITY - Ability to escalate and prioritize status for daytime and off-hours calls. x REQUEST MGT. 5.095 ROUTE QUEUE - Ability to temporarily route queue to others in department pool when primary request is out of office or unavailable. x REQUEST MGT. 5.096 ROUTE QUEUE - Ability to track personnel who received a request. x REQUEST MGT. 5.097 ACCESS SECURITY - Ability to make requests confidential so only certain departments can see certain request types. x REQUEST MGT. 5.098 ACCESS SECURITY - Ability to make certain request information confidential (e.g., VIP, council member, etc.). x REQUEST MGT. 5.099 UPDATE RESTRICTIONS - Ability to restrict update access to certain data fields. x REQUEST MGT. 5.100 INTEGRATION REQUEST MGT. 5.101 INTEGRATION - LAND MANAGEMENT - Provide integration to related addresses in the Land/Parcel/Address Management database. x REQUEST MGT. 5.102 INTERFACE - GIS - Provide linkage of requests to ESRI ArcGIS (Version 10.8 ). x REQUEST MGT. 5.103 INTEGRATION - CODE ENFORCEMENT - Provide two-way integration with the Code Enforcement module. x REQUEST MGT. 5.104 INTEGRATION - MOBILE APPLICATION - Provide two-way integration with a platform agnostic mobile application used for complaint submittal and provides other features. x Accela does not provide amobile app for complaint submission. But, the front facing portal is responsive design and works on standard browsers and adjusts to screens of varying sizes REQUEST MGT. 5.105 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x PDF Page 115 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 48 of 81 Packet Page. 1341 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. _ Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Licensing and Registrations MASTER LICENSE RECORD LICENSING 6.001 MASTER LICENSE RECORD - Provide a Licenses Master Record with a minimum of the following data elements: x LICENSING 6.002 - License Number x LICENSING 6.003 - License type (e.g., home occupation, commercial/industrial, liquor, etc.) x LICENSING 6.004 - License Status x LICENSING 6.005 - Application Date x LICENSING 6.006 - Business Name x LICENSING 6.007 - Doing Business As Name x LICENSING 6.008 - Business Address x LICENSING 6.009 - Parcel Number x LICENSING 6.010 - Mailing Address x LICENSING 6.011 - Business Owner Name x LICENSING 6.012 - Business Owner Phone Number x LICENSING 6.013 - Business Owner Address x LICENSING 6.014 - E-Mail Address x LICENSING 6.015 - Primary Contact Name x LICENSING 6.016 - Primary Contact Phone Number x LICENSING 6.017 - Primary Contract Email Address x LICENSING 6.018 - Building Owner Name x LICENSING 6.019 - Building Owner Phone Number x LICENSING 6.020 - Building Owner Address x LICENSING 6.021 - Building Owner Email x LICENSING 6.022 - No. of employees x LICENSING 6.023 - Zoning classification x LICENSING 6.024 - Nature of Business x PDF Page 116 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 49 of 81 Packet Page. 1342 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t Wr i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.025 Start Date x LICENSING 6.026 End Date x LICENSING 6.027 Event Information x LICENSING 6.028 Name of Event x LICENSING 6.029 Event Address/Location x LICENSING 6.030 Event Dates x LICENSING 6.031 Event hours x LICENSING 6.032 Applicant Information x LICENSING 6.033 Applicant Name x LICENSING 6.034 Drivers License Number x LICENSING 6.035 Address x LICENSING 6.036 Date of Birth x LICENSING 6.037 Race x LICENSING 6.038 Mailing Address x LICENSING 6.039 Phone number x LICENSING 6.040 Email Address x LICENSING 6.041 Demographic Data x LICENSING 6.042 Social Security Number x LICENSING 6.043 Business information x LICENSING 6.044 Business Type (Corporation, Partnership, LLC, Proprietor, etc.) x LICENSING 6.045 Business name x LICENSING 6.046 Business Address x LICENSING 6.047 Business Partner Information x LICENSING 6.048 Partner Names x LICENSING 6.049 Drivers License Number x LICENSING 6.050 Address x LICENSING 6.051 Date of Birth x LICENSING 6.052 Race x LICENSING 6.053 Sex (M/F) x LICENSING 6.054 Citizenship x LICENSING 6.055 Place of Birth x LICENSING 6.056 Mailing Address x LICENSING 6.057 Phone number x LICENSING 6.058 Email Address x LICENSING 6.059 Sole Proprietor (Y/N) x LICENSING 6.060 Demographic Data x LICENSING 6.061 Social Security Number x LICENSING 6.062 LICENSE/REGISTRATION TYPES - Ability to setup "unlimited" Agency- defined License Types such as the following, but not limited to: x PDF Page 117 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 50 of 81 Packet Page. 1343 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t Wr i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.063 Business Registrations x LICENSING 6.064 Residential Rental (Single Family / Multi / Apartments) x LICENSING 6.065 Commercial Rental x LICENSING 6.066 Retail x LICENSING 6.067 Professional x LICENSING 6.068 Manufacturing x LICENSING 6.069 Sidewalk Vendor x LICENSING 6.070 Home Based Businesses x LICENSING 6.071 Hotels x LICENSING 6.072 Outside Businesses x LICENSING 6.073 Cannabis x LICENSING 6.074 Alarm System Registrations x LICENSING 6.075 Special Events x LICENSING 6.076 Billiards, Pool Hall, Bowling Alleys x LICENSING 6.077 Coin Operated Devices x LICENSING 6.078 Fireworks x LICENSING 6.079 Bingo and Remote Bingo x LICENSING 6.080 Tattoos x LICENSING 6.081 Taxi Cab x LICENSING 6.082 Arcade / Games and Amusement x LICENSING 6.083 Solicitor Permits x LICENSING 6.084 Massage x LICENSING 6.085 Restaurants x LICENSING 6.086 Live Entertainment x LICENSING 6.087 AGENCY-DEFINED FIELDS - Provide "unlimited" Agency-defined fields by license type. x LICENSING 6.088 CONDITIONS OF APPROVAL BY LICENSE TYPE - Ability to set up standard conditions of approval by license type. x LICENSING 6.089 MASTER ACCOUNT COMMENTS - Provide unlimited free-form text at the master license record level. x LICENSING 6.090 CHANGE DBA NAME - Ability to change a "Doing Business As" name without re-processing the application. x LICENSING 6.091 ATTACHMENTS - Ability to scan documents and attach them to the business, person; and/or to the license or tax record. x LICENSING 6.092 FIELD LEVEL SECURITY RESTRICTIONS - Ability to restrict specific fields or group of fields to specific users (e.g., Social Security numbers, driver's license numbers, birth dates, etc.). x LICENSING 6.093 AUTO DATES FROM STATUS CHANGE - Ability to configure dates to automatically populate based on status changes, such as: x f age 118 o Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 51 of 81 Packet Page. 1344 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party Applic a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.094 Changing status to "Licensed" also auto populates Licensed Date field) x LICENSING 6.095 Other agency-defined status and date combinations (e.g., Revoked, Closed, etc ) x LICENSING 6.096 AUTO SET EXPIRATION DATES - Ability to automatically set the expiration date to the next year and the end of the prior month with the ability to override the expiration date if needed .(e.g., if license is issued on 09/15/2023 the expiration date should be automatically set to 08/31/2024). x LICENSING 6.097 TRANSACTION HISTORY - Ability to see all transaction history on a business license including fees paid in the past and notices sent. x LICENSING 6.098 WORKFLOW AND APPROVALS LICENSING 6.099 WORKFLOW - Ability to pre-establish workflow and task requirements for license applications (e.g., building and zoning review, certificate of occupancy approval, contact business owner, approval for liquor license, etc.). x LICENSING 6.100 LICENSE REVIEWERS - Ability to assign department reviewers by license type. x LICENSING 6.101 WORKFLOW ROUTING - Automatic routing of license applications through various Agency-defined processes. x LICENSING 6.102 WORKFLOW MODIFICATIONS - Ability to modify workflow and task requirements as needed. x LICENSING 6.103 SIMULTANEOUS WORKFLOW STEPS - Ability to allow review steps to be performed simultaneously by multiple users/departments. x LICENSING 6.104 PREVENT LICENSE ISSUANCE - Ability to prevent the issuance of a license if a linked permit has not been Finaled (e.g., do not issue a business license if the commercial tenant improvement permit has not been Finaled.) x LICENSING 6.105 AUTOMATIC LICENSE ISSUANCE BASED ON FEE CODE - Ability to automatically issue a license if a specific fee code is paid in full on a license. x LICENSING 6.106 INSPECTIONS LICENSING 6.107 ONLINE INSPECTION REQUESTS - Ability for customers to submit inspection requests for licenses online. x LICENSING 6.108 INSPECTION SCHEDULING - Ability to schedule and assign inspections to inspectors. x LICENSING 6.109 MOBILE INSPECTIONS - Allow inspectors in the field to result inspections in real-time using laptops or other hand held devices such as smartphones or tablets (e.g., iPads OR Windows based tablets). x LICENSING 6.110 FEES LICENSING 6.111 BUSINESS INSIDE/OUTSIDE AGENCY BOUNDARIES - Ability to assign fees to a business based on whether or not it is located within the Agency's boundaries (e.g., outside contractors). x PDF Page 119 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 52 of 81 Packet Page. 1345 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.112 AUTO-CALCULATE FEES - Calculate standard planning fees using Agency- defined criteria in a table structure. x LICENSING 6.113 FEES BY LICENSE TYPE - Ability to apply different license fee calculations by license type. x LICENSING 6.114 FIXED AND VARIABLE FEES - Ability to set up Agency-defined fixed and variable fees as follows: x LICENSING 6.115 Flat fee plus $XX per additional unit (e.g., employee, movie screens, etc.) x LICENSING 6.116 Flat fee per location x LICENSING 6.117 Flat $XX fee per type of unit x LICENSING 6.118 Flat $XX fee per unit tiers, plus an additional flat fee per unit over the highest tier x LICENSING 6.119 Percentage of Gross Receipts by Classification Type x LICENSING 6.120 STATE FEE - Ability to apply an $X fee in additional to the Agency's license tax amount. x LICENSING 6.121 PAST DUE - Ability to apply past due amount on any renewals. x LICENSING 6.122 PENALTIES - Ability to apply a X% penalty based on the number of days late. (e.g. if one week late penalty may be 5%, if two weeks late penalty may be 10%, etc.) x LICENSING 6.123 ADJUSTMENTS - Ability to manually adjust over/under payments with audit trail. x LICENSING 6.124 ADJUSTMENT - REASON - The system has the ability to provide a “Reason Code” field that includes all reasons for a fee adjustment. x LICENSING 6.125 RETROACTIVE LICENSE FEE - Ability to retroactively charge a business license fee for prior years. x LICENSING 6.126 LETTERS NOTICES & REMINDERS LICENSING 6.127 AGENCY-DEFINED PRINT FORMATS - Allow Agency-defined print formats for licenses and renewal forms by type of license (without vendor customization). x LICENSING 6.128 AGENCY-DEFINED CORRESPONDENCE/NOTICE FORM LAYOUT - Print licenses and renewal notices on forms created in Microsoft Word or other Agency- defined form layout. x LICENSING 6.129 SECOND NOTICE - Ability to send second notices to all businesses. x LICENSING 6.130 E-MAIL CORRESPONDENCE FROM MASTER RECORD - Ability to issue e-mail correspondence or notifications to businesses directly from the master record. x LICENSING 6.131 DELINQUENCY NOTICES - Ability to setup multiple delinquency notices. x LICENSING 6.132 MAIL MERGE - Ability to generate a variety of letters to businesses, entities or persons and merge the billing information into the letter. x PDF Page 120 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 53 of 81 Packet Page. 1346 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party Applic a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.133 MASS E-MAIL RENEWAL NOTIFICATIONS - Ability to mass email annual license renewal notices. x LICENSING 6.134 RENEWALS & REMINDERS, EMAIL - Ability to only email annual renewal and subsequent notifications. x LICENSING 6.135 RENEWALS & REMINDERS, MAIL - Ability to only mail renewal notifications to accounts without a functional or valid email address. x LICENSING 6.136 SUBSEQUENT RENEWALS & REMINDERS, EMAIL - Ability to only email annual renewal and subsequent notifications after agency-defined notice period (e.g., after 30 or 60 days). x LICENSING 6.137 SUBSEQUENT RENEWALS & REMINDERS, MAIL - Ability to only mail renewal notifications to accounts without a functional or valid email address after agency- defined notice period (e.g., after 30 or 60 days). x LICENSING 6.138 LICENSE RENEWALS LICENSING 6.139 LICENSE RENEWALS - ANNIVERSARY DATE - Ability for license renewals to be based on their specific anniversary date. x LICENSING 6.140 RENEWAL FREQUENCY - Ability to renew a license/registration by agency- defined periods: x LICENSING 6.141 One-time x LICENSING 6.142 Quarterly x LICENSING 6.143 Semi-Annual x LICENSING 6.144 Annual x LICENSING 6.145 BATCH ACTIONS - Ability to perform the following actions in batch: x LICENSING 6.146 Insert Fees x LICENSING 6.147 Change Status x LICENSING 6.148 Insert Inspections x LICENSING 6.149 Insert notes (e.g., renewal letter sent) x LICENSING 6.150 Collect payment x LICENSING 6.151 Print licenses x LICENSING 6.152 Attach printed documents to individual licenses (e.g., renewal notice, license certificate, etc.) x LICENSING 6.153 BATCH PROCESSES - Ability to define multiple batch processes each with different batch actions, such as: x LICENSING 6.154 Renewal Process (e.g., Insert fees, change status, print renewal notice, insert notes) x LICENSING 6.155 Licensed Process (e.g., Change status, print license certificate, insert notes) x LICENSING 6.156 Delinquent Process (e.g., Insert penalties, change status, print delinquent notice, insert notes) x PDF Page 121 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 54 of 81 Packet Page. 1347 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.157 PRE-DEFINED RENEWAL FEES BY LICENSE TYPE AND SUBTYPE - Ability to predefine which license renewal fees should be automatically inserted by license type and subtype. VENDOR NOTE - Users should not be required to manually apply fees to license types and subtypes as separate batch processes. x LICENSING 6.158 REPORTS & QUERIES LICENSING 6.159 PAST DUE REPORT - Ability to produce a past-due or collections report. x LICENSING 6.160 COMMENTS HISTORY BY TYPE - Provide ability to track comment history by type of comment, user, and date. x LICENSING 6.161 HISTORICAL REPORTING - System must be able to generate reports by year and specified periods. x LICENSING 6.162 STATE BUSINESS FEE REPORT - Ability to periodically report on $XX.XX fees collected on behalf of the State. x LICENSING 6.163 RECEIPT AMOUNTS BY G/L ACCOUNT - Ability to report on daily total license receipt amounts by General Ledger account number. x LICENSING 6.164 INVOICING/PAYMENT HISTORY - Ability to track all invoicing and payment history (e.g., bills, payments, partial payments, overpayments, refund amounts, penalties, etc.). x LICENSING 6.165 DELINQUENT LISTING - Provide on-demand listing of delinquent accounts and delinquency notices. Notice should be Agency-defined and editable. x LICENSING 6.166 SEARCH CRITERIA - Provide online search/query by business name, license number, owner name, location, or business corporate officer's name, etc. Provide partial name capability on business name and owner name. x LICENSING 6.167 PUBLIC RECORDS REQUEST REPORT BY DATE - Ability to provide a Public Records Request Report by selected dates. x LICENSING 6.168 SEARCHING AND QUERIES - Ability to create unlimited ad hoc searches and queries of multiple data criteria, save searches, and share searches internally. (e.g. query all business data by license type within a specified date range) x LICENSING 6.169 INTEGRATION & INTERFACES LICENSING 6.170 3rd PARTY MAILING SERVICE - Integrate with third party printing and mailing services (e.g., InfoSend). x LICENSING 6.171 BARCODE SCANNING CAPABILITY - Provide functionality for interfacing scanners to read bar codes automatically to retrieve a license for payment. x LICENSING 6.172 INTEGRATION - STATE LICENSES BOARD - Ability to Integrate the Business License application to the State License board in order to automatically check the contractors State license type, license number, and expiration date(s) for their license and insurance. VENDOR NOTE - Integration should go beyond the State Licenses Board home page. x PDF Page 122 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 55 of 81 Packet Page. 1348 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments LICENSING 6.173 INTEGRATION - STATE LICENSES BOARD - ONLINE BUSINESS LICENSES - Ability to Integrate the Business License application to the State License board in order to automatically check and prevent the issuance of a business license to a contractor that is submitting or renewing an online business license application with an expired State license. VENDOR NOTE - Integration should go beyond the State Licenses Board home page. x LICENSING 6.174 ALERT- EXPIRED STATE LICENSE - Ability for the system to automatically provide the user an alert when accessing a business license record for a contractor that has an expired State license. x LICENSING 6.175 GENERAL LEDGER - Ability to interface to general ledger for posting of receivables and cash entries to proper accounts. x LICENSING 6.176 CASH RECEIPTS - Ability to interface to cash receipts system to validate accounts and update license or tax receipts. x LICENSING 6.177 ACOUNTS PAYABLE - Provide ability to generate refund checks for overpayment of license or tax. Refunds to be processed through interface to accounts payable. x LICENSING 6.178 INTEGRATION - PARCEL/ADDRESS MANAGEMENT -Integrate in real time to Parcel/Address Management to retrieve historical information on inspections performed on the parcel or address. x LICENSING 6.179 INTEGRATION - PARCEL/ADDRESS MANAGEMENT - The parcel/address management application should provide address, parcel, owner, and zoning information to the Land Management System. x LICENSING 6.180 INTEGRATION - ESRI ARCGIS - Ability to interface to GIS mapping products that support ESRI formats, including ArcGIS (Version 10.8 ). x LICENSING 6.181 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x PDF Page 123 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 56 of 81 Packet Page. 1349 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal GENERAL FEATURES Web Portal 7.000 ACCOUNT LOGIN - Ability to require a user to be logged in before any applications can be initiated. x Web Portal 7.001 ACCOUNT REGISTRATION - Ability to register for an online account, which provides a user with a login ID and password. x Web Portal 7.002 REQUIRE PASSWORD CHANGE - Ability to require a user to change their password after using a temporarily issued password to log in to their account (e.g., forgot password) x Web Portal 7.003 LOGIN ID & PASSWORD RESET - Ability for a user to receive an email ID or temporary password upon successfully answering security questions. x Web Portal 7.004 CONTRACTOR REGISTRATION - Ability for contractors to register online (provide details if this is handled in contractors or in another module) x Web Portal 7.005 CONTRACTOR VALIDATION - Ability to validate contractor expiration dates (e.g. during application and issuance) using the following criteria: x Web Portal 7.006 State License Expiration Date x Web Portal 7.007 Business License Expiration Date x Web Portal 7.008 Worker's Compensation Insurance Expiration Date x Web Portal 7.009 Bond Expiration Date x Web Portal 7.010 Certification Expiration Dates x Web Portal 7.011 VIEW HISTORY - Ability to for users to view historical activities from the online portal (e.g., permits applied for, inspections completed, payments made, etc.) x Web Portal 7.012 RECAPTCHA - Ability to use reCAPTCHA capabilities to prevent non-human activity in the online portal. x Web Portal 7.013 ADA COMPLIANCE - Online public portal is compliant with Section 508 of the Rehabilitation Act and the Americans with Disabilities Act. x PDF Page 124 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 57 of 81 Packet Page. 1350 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.014 SAVE APPLICATION PROGRESS - Ability to apply online and save the application progress to complete by the applicant at a later time. NOTE: This should not submit the application. x Web Portal 7.015 SAVE APPLICATION TEMPLATE - Ability to save an application template that can be used for repeated applications. x Web Portal 7.016 DATA SEARCHES Web Portal 7.017 PERMITTING SEARCHING - Ability to allow or hide permit record searches. x Web Portal 7.018 PLANNING SEARCHING - Ability to allow or hide planning record searches. x Web Portal 7.019 LICENSING SEARCHING - Ability to allow or hide licensing record searches. x Web Portal 7.020 CONTRACTOR SEARCHING - Ability to allow or hide contractor record searches. x Web Portal 7.021 CODE ENFORCEMENT SEARCHING - Ability to allow or hide code enforcement record searches. x Web Portal 7.022 COMPLAINT SEARCHING - Ability to allow or hide complaint searches. x Web Portal 7.023 PARCEL SEARCHING - Ability to allow or hide parcel record searches. x Web Portal 7.024 SEARCH RESULTS - Ability to hide specific record types by module in search results. x Web Portal 7.025 DATA DISPLAY - Ability to select which sections of a record are displayed in searches by module. (e.g. Address, Record Number, Record Status, Date Submitted, Fee Balance Due, Department Contact Information, etc.) x Web Portal 7.026 APPLICATION DATA DISPLAY- Ability to select which sections of an application are displayed to applicants. Note: this functionality needs to allow to display more data than the data display via a search. Provide any restrictions in comments. x Web Portal 7.027 GIS Web Portal 7.028 INTEGRATION - Ability to integrate to Agency GIS map services. x Web Portal 7.029 DATA SEARCHES - Ability to search for data in each module and display search results on the Agency GIS map. x Web Portal 7.030 GIS LAYERS - Ability to turn on and off Agency map layers (e.g., Zoning, Historic District, School District, Water Lines, Sewer Laterals, etc.) x Web Portal 7.031 PERMITTING Web Portal 7.032 PERMIT APPLICATION ESTIMATE FEES - Ability to provide customers a method of applying for a permit online to obtain estimated fees. NOTE: Permit should not have to be applied for. x Web Portal 7.033 ONLINE PERMIT APPLICATIONS ALLOWED - Ability to specify which permits can be applied for online. x PDF Page 125 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 58 of 81 Packet Page. 1351 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.034 CONDITIONAL LOGIC - Ability to conditionally specify user prompted questions by Permit Type and based on prior input to a question. x Web Portal 7.035 SHOW/HIDE TYPES SUBTYPES - Ability to show/hide types and subtypes. x Web Portal 7.036 CUSTOM FIELDS - Ability to fill out custom fields. x Web Portal 7.037 HIDE CUSTOM SCREENS - Ability to hide entire custom screens. x Web Portal 7.038 HIDE CUSTOM FIELDS - Ability to hide specific custom fields within custom screens. x Web Portal 7.039 REQUIRED CUSTOM FIELDS - Ability to specify which custom fields need to be populated. x Web Portal 7.040 REQUIRED CONTACT TYPES - Ability to require contact types to be provided (e.g., Contractor, Owner, etc.) x Web Portal 7.041 REQUIRED CONTACT TYPES BY PERMIT TYPE - Ability to indicate which contact types are required by permit type. x Web Portal 7.042 REQUIRE CONTACT FIELDS - Ability to specify which contact fields need to be populated (e.g., name, email address, phone number, etc.). x Web Portal 7.043 APPLICATION INSTRUCTIONS - Ability to provide instructions to applicants (e.g., short description of a field) by permit type. x Web Portal 7.044 APPLICATION - HYPERLINKS - Ability to provide hyperlinks to other agency and non-agency websites during the application process. x Web Portal 7.045 ATTACHMENT INSTRUCTIONS - Ability to provide attachments instructions (e.g., city naming conventions, which file types are not accepted, files exceeding certain MB are not accepted, etc.) x Web Portal 7.046 ATTACHMENT TYPES - FILE TYPES ALLOWED - Ability to specify which file types can be uploaded (e.g., .pdf, .jpg, .csv, .txt, etc.) x Web Portal 7.047 REQUIRED ATTACHMENTS - Ability to specify what type of attachments are required to be uploaded by type of application (e.g., plans, insurance documentation, etc.) x Web Portal 7.048 ELECTRONIC PLAN SUBMITTALS - Ability for the public to submit electronic plans online. NOTE: Applies to simple and complex permits. x Web Portal 7.049 SHOW ATTACHMENTS - Ability to show attachments online with agency configurable permissions on whom can view attachments online by permit type, by contact type, by file type. (e.g. the Applicant on the permit can view a set of plans on a re-roof permit, however only the Contractor may view the building plans on a new single family dwelling permit.) x Web Portal 7.050 UPLOAD ATTACHMENTS AFTER APPLICATION SUBMITTED - Ability for applicants to upload attachments after an application has been submitted. x Web Portal 7.051 ATTACHMENTS - NOTIFICATIONS - Ability to notify applicants/reviewers that new attachments have been uploaded. x PDF Page 126 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 59 of 81 Packet Page. 1352 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.052 SIGNATURES - Ability to capture an applicant's signature (vendors to explain in comments your methodologies for electronic signatures) x Web Portal 7.053 SIGNATURES ON FORMS - Ability to request and place captured signatures on forms during the application process or after the application has been submitted prior to Approval or Issuance. (e.g., Declaration Form, Owner-Builders Disclosure Form, etc.) x Web Portal 7.054 PERMIT APPLICATIONS WITHOUT PAYMENT - Ability to apply for a permit type online and not make a payment at the time of application. x Web Portal 7.055 PERMIT APPLICATIONS - PENDING APPROVAL/ISSUANCE - Ability to apply for permits online in real time, but require Agency verification before actual permit approval and issuance. x Web Portal 7.056 PERMIT APPLICATIONS - ISSUE PERMIT W/O AGENCY REVIEW - Ability for customers to apply for permits online in real-time and be issued a permit without requiring Agency verification/review (e.g., garage sale permit). x Web Portal 7.057 INSTANTLY ISSUED PERMITS - Ability to configure and setup conditional logic to automate a plan review and permit approval to instantly issue a permit. (e.g., to instantly Issue Residential Solar Permits per SB-379) x Web Portal 7.058 PAY SPECIFIC FEES ONLINE - Ability to allow the public to pay for specific fees online (e.g., collect only plan check fees). x Web Portal 7.059 PREVENT FEE PAYMENT ONLINE - Ability to allow the public to pay for specific fees online during the Application process, and prevent the payment of other Auto- Inserted Fees till the Permit is set to a specified Status (e.g., collect only plan check fees at Application, and then collect additional fees after status APPROVED). x Web Portal 7.060 AUTO ROUTE SUBMITTED APPLICATION - Ability to automatically route the submitted application to a predefined staff to perform an intake review or completeness check. x Web Portal 7.061 PERMIT STATUS - Ability for the public to view the status of a permit. x Web Portal 7.062 REVIEW COMMENT RESPONSES - Ability for the Applicant to respond to permit review comments inside the public portal with notification to applicable staff. x Web Portal 7.063 ONLINE PERMIT PRINTING - Ability for customers to print permits from the public portal. x Web Portal 7.064 PREVENT PERMIT PRINTING UNLESS PERMIT ISSUED - Ability to prevent online permit printing unless the permit status is "Issued". x Web Portal 7.065 PREVENT PERMIT PRINTING BY PERMIT TYPE - Ability to prevent online permit printing by Permit Type. x PDF Page 127 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 60 of 81 Packet Page. 1353 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.066 ONLINE PERMIT PRINTING - LAYOUTS - Ability to specify which permit layout to print by permit type (e.g., Reroof Permit, garage sale permit layout, building permit layout, etc.) x Web Portal 7.067 DOWNLOAD APPROVED PLANS - Ability to allow approved electronic plans to be available for download by specific contacts associated with that specific permit once a permit is issued, on a permit by permit basis. x Web Portal 7.068 PLANNING AND LAND DEVELOPMENT PROJECTS Web Portal 7.069 PROJECT APPLICATION ESTIMATE FEES - Ability to provide customers a method of applying for a project online to obtain estimated fees. NOTE: Project should not have to be applied for. x Web Portal 7.070 ONLINE PROJECT APPLICATIONS ALLOWED - Ability to specify which projects can be applied for online. x Web Portal 7.071 SHOW/HIDE TYPES SUBTYPES - Ability to show/hide types and subtypes. x Web Portal 7.072 CUSTOM FIELDS - Ability to fill out custom fields. x Web Portal 7.073 HIDE CUSTOM SCREENS - Ability to hide entire custom screens. x Web Portal 7.074 HIDE CUSTOM FIELDS - Ability to hide specific custom fields within custom screens. x Web Portal 7.075 REQUIRED CUSTOM FIELDS - Ability to specify which custom fields need to be populated. x Web Portal 7.076 REQUIRED CONTACT TYPES - Ability to require contact types to be provided (e.g., Contractor, Owner, etc.) x Web Portal 7.077 REQUIRED CONTACT TYPES BY PROJECT TYPE - Ability to indicate which contact types are required by project type. x Web Portal 7.078 REQUIRE CONTACT FIELDS - Ability to specify which contact fields need to be populated (e.g., name, email address, phone number, etc.). x Web Portal 7.079 APPLICATION INSTRUCTIONS - Ability to provide instructions to applicants (e.g., short description of a field) by project type. x Web Portal 7.080 APPLICATION - HYPERLINKS - Ability to provide hyperlinks to other agency and non-agency websites during the application process. x Web Portal 7.081 ATTACHMENT INSTRUCTIONS - Ability to provide attachments instructions (e.g., which file types are not accepted, files exceeding certain MB are not accepted, etc.). x Web Portal 7.082 ATTACHMENTS - FILE TYPES ALLOWED - Ability to specify which file types can be uploaded (e.g., .pdf, .jpg, .csv, .txt, etc.). x Web Portal 7.083 REQUIRED ATTACHMENTS - Ability to specify what type of attachments are required to be uploaded by type of application (e.g., plans, insurance documentation, etc.). x PDF Page 128 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 61 of 81 Packet Page. 1354 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.084 ELECTRONIC PLAN SUBMITTALS - Ability for the public to submit electronic plans online. NOTE: Applies to simple and complex projects. x Web Portal 7.085 SHOW ATTACHMENTS - Ability to show attachments online with agency configurable permissions on whom can view attachments online by project type, by contact type, by file type. (e.g. the Applicant on the project can view a set of plans on a pre-application project, however only the Developer may view the plans on a subdivision project.) x Web Portal 7.086 UPLOAD ATTACHMENTS AFTER APPLICATION SUBMITTED - Ability for applicants to upload attachments after an application has been submitted. x Web Portal 7.087 ATTACHMENTS - NOTIFICATIONS - Ability to notify applicants/reviewers that new attachments have been uploaded. x Web Portal 7.088 ATTACHMENTS FOR SIGNATURE BY APPLICANT - Ability for the agency to upload an attachment to a record and request the Applicant print, sign, and re- upload the document. x Web Portal 7.089 SIGNATURES - Ability to capture an applicant's signature (vendors to explain in comments your methodologies for electronic signatures) x Web Portal 7.090 SIGNATURES ON FORMS - Ability to request and place captured signatures on forms during the application process or after the application has been submitted prior to Approval. x Web Portal 7.091 PROJECT APPLICATIONS - PENDING APPROVAL/ISSUANCE - Ability to apply for projects online in real time, but require Agency verification before approval. x Web Portal 7.092 PAY SPECIFIC FEES ONLINE - Ability to allow the public to pay for specific fees online. x Web Portal 7.093 AUTO ROUTE SUBMITTED APPLICATION - Ability to automatically route the submitted application to a predefined staff to perform an intake review or completeness check. x Web Portal 7.094 PROJECT STATUS - Ability for the public to view the status of a project. x Web Portal 7.095 REVIEW COMMENT RESPONSES - Ability for the Applicant to respond to project review comments inside the public portal with notification to applicable staff. x Web Portal 7.096 ONLINE LICENSES, REGISTRATIONS, AND RENEWALS Web Portal 7.097 WEB ACCESS - Complete routine tasks online associated with licenses or taxes, such as complete new applications or register online, search for license or tax, renew, and submit payments online. x Web Portal 7.098 NEW ONLINE BUSINESS LICENSE - Ability to receive a new license application on-line via a public portal. x PDF Page 129 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 62 of 81 Packet Page. 1355 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.099 NEW ONLINE BUSINESS LICENSE - ATTACHMENTS - Ability for an applicant to attach documents to a new online license application. x Web Portal 7.100 SIGNATURES - Ability to capture an applicant's signature (vendors to explain in comments your methodologies for electronic signatures) x Web Portal 7.101 ONLINE BUSINESS LICENSE RENEWALS - Ability to renew business license applications on-line via the public portal and allow for standard and Agency-defined fields to be updated during online renewal by License Type. Examples listed below. x Web Portal 7.102 Business Name or DBA x Web Portal 7.103 Legal Business Name x Web Portal 7.104 License Holder Name x Web Portal 7.105 Business Mailing Address x Web Portal 7.106 Business Email Address x Web Portal 7.107 Business Phone x Web Portal 7.108 Other Agency-defined fields x Web Portal 7.109 BUSINESS LICENSE RENEWAL WORKFLOW - Ability to setup License Renewal workflow that can trigger an automatic Review and set the license status to Pending during a license renewal process based on specific criteria, such as a change in any field during the renewal process. (e.g., Owner name is changed, or any specified field is updated online during the renewal process) x Web Portal 7.110 PREVENT RENEWAL BASED ON STATUS - Prevent the public from processing a license renewal based on license status (e.g., pending, withdrawn, expired, revoked, etc.) x Web Portal 7.111 PREVENT PAYMENT BASED ON STATUS - Prevent online payments for licenses based on license status. x Web Portal 7.112 WORKFLOW PROCESS - Ability to define the workflow process for an online application by type of application as follows: x Web Portal 7.113 Apply and submit application but do not require payment of fees x Web Portal 7.114 ONLINE PAYMENT NOTIFICATION - Ability to generate a notification to staff when the public makes an online payment. Please specify how notifications are received (e.g., email, system task, etc.) x Web Portal 7.115 ONLINE LICENSE PRINTING - Ability to allow printing of the license certificate from the public portal based on license status or other criteria. x Web Portal 7.116 REVIEWS Web Portal 7.117 REVIEW COMMENTS - Ability to see comments online. x Web Portal 7.118 REDLINES - Ability to see page by page the redlines. x Web Portal 7.119 PRINT COMMENTS - Ability to print a list of Review Comments online. x PDF Page 130 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 63 of 81 Packet Page. 1356 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Web Portal 7.120 INSPECTIONS Web Portal 7.121 ONLINE INSPECTION REQUESTS - Ability for customers to submit inspection requests. x Web Portal 7.122 PROFILE TO SCHEDULE - Require a customer to create an online profile to schedule inspections limited to records they are associated with. x Web Portal 7.123 INSPECTION REQUEST LEAD TIME - Ability for inspection requests to be submitted 24 hours in advance. x Web Portal 7.124 RESTRICT INSPECTION SCHEDULING BY INSPECTION TYPE - Ability to restrict specific inspections from being scheduled online (e.g., Fire Inspection) x Web Portal 7.125 INSPECTION CONFIRMATION NUMBER - Generate an inspection confirmation number. x Web Portal 7.126 INSPECTION CONFIRMATION E-MAIL - Generate a confirmation e-mail to inspection requestor. x Web Portal 7.127 INSPECTION TIME - Allow the public to view/check their scheduled inspection time window online, including real-time status updates. x Web Portal 7.128 INSPECTION RESULTS - Allow the public to check the status (pass/fail) of an inspection. x Web Portal 7.129 RESTRICT INSPECTION REQUESTS OUTSIDE OF BUSINESS HOURS - Restrict the ability for customers to request an inspection that is outside of normal business hours (e.g., after 6pm). x Web Portal 7.130 RECORD STATUS - Ability for agency to determine which record statuses will allow inspection scheduling (e.g., permit has to have ISSUED status, etc.) x Web Portal 7.131 ONLINE INSPECTION SCHEDULE CHECK - Allow citizens to view/check their scheduled inspection time window online. x Web Portal 7.132 ONLINE INSPECTION STATUS CHECK - Allow citizens to check the status (pass/fail) of an inspection from the Internet in real-time. x Web Portal 7.133 CODE ENFORCEMENT Web Portal 7.134 CODE COMPLAINTS - Allow for the public to submit violation complaints. x Web Portal 7.135 ANONYMOUS VIOLATION COMPLAINTS - Allow for the public to submit anonymous violation complaints. x Web Portal 7.136 RESTRICT VIEW ACCESS - Ability to determine which fields the public can view. x Web Portal 7.137 COMPLAINT STATUS - Ability to allow the public to check the status of a logged complaint. x Web Portal 7.138 HIDE CODE CASES - Ability to block specific code cases from being searched in the public portal. x PDF Page 131 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 64 of 81 Packet Page. 1357 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t Avai l a b l e Comments Web Portal 7.139 GIS/PARCEL/ADDRESS MANAGEMENT Web Portal 7.140 VALID ADDRESSES - Ability to require a user to select a valid site location selection for applications (e.g., no free form address entry). x Web Portal 7.141 ONLINE PROPERTY INFO SEARCH - Ability for the public to search property information online (e.g., zoning, square footage, etc.). x Web Portal 7.142 GIS MAPPING - Ability to search application data on GIS map (e.g., display all issued permits on a map, display active planning projects, display open code cases, etc.) x Web Portal 7.143 ONLINE PAYMENTS Web Portal 7.144 ONLINE CREDIT CARD MERCHANT - Ability to integrate to an online credit card merchant (vendors to list in the comments section merchants the product supports) x Web Portal 7.145 CREDIT CARD PAYMENTS - Ability to accept customer credit card payments online. x Web Portal 7.146 CREDIT CARD PAYMENT CHARGE - Ability to charge a percentage or amount for credit card charges to users utilizing online credit card payments. x Web Portal 7.147 ACH/EFT PAYMENTS - Ability to accept payments through ACH/EFT (eChecks). x Web Portal 7.148 ACH/EFT PAYMENT CHARGE -Ability to charge a percentage or dollar amount to a customer paying with an electronic check. x Web Portal 7.149 ONLINE PAYMENT NOTIFICATION - Ability to generate a notification to staff when the public makes an online payment. Please specify how notifications are received (e.g., email, system activity/task, etc.) x Web Portal 7.150 CASH BONDS - Ability to pay for cash bonds online (e.g. money held by the Agency as a surety to be refunded if work is completed satisfactory to the Agency standards) x Web Portal 7.151 TRANSACTION RECEIPTS - Ability to generate a receipt for online payments. x PDF Page 132 of 164 A - Feature Functions San Bernardino LMS - RFP - Appendix A.xlsx 65 of 81 Packet Page. 1358 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Cashiering GENERAL FEATURES CASHIERING FULLY FUNCTIONAL CASHIERING WORKSTATION - Ability for all cashiering workstations to support other software applications (e.g., Microsoft Office suite). x CASHIERING DATETIME TRANSACTION STAMP - Ability to capture the transaction date and time on each transaction. x CASHIERING OFFLINE CASHIERING FUNCTIONALITY - Ability to support an offline cashiering function in case the network becomes disabled. This includes saving transaction data locally and synchronizing the data once connectivity is restored. x CASHIERING EMAIL NOTIFICATION - Ability to email customer/payer a message. x CASHIERING EMAIL NOTIFICATION - Ability to allow customers to opt in/out of email message notification. x CASHIERING AGENCY-DEFINED CASH RECEIPT FIELDS - Ability to create unlimited agency-defined fields by cash receipt type. x CASHIERING AGENCY-DEFINED PAYMENT CODES - Ability to create unlimited agency- defined payment types. x CASHIERING CUSTOMER ALERTS CASHIERING TENDER TYPE ALERT - Ability to flag person/entities and addresses as cash or credit card only (no checks), including the ability to add a NOTE on the entity regarding previous NSF incidents. x CASHIERING PAYMENTS CASHIERING OVERPAYMENT ALERT - Ability to automatically alert users of an overpayment prior to payment. x PDF Page 133 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 66 of 81 Packet Page. 1359 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CASHIERING MIX RECEIPT OF TENDERS - Ability to simultaneously process the following: cash, check, credit/debit card, money orders, cashier's checks, ACH, wire transfer, etc. x CASHIERING CHECK PAYMENT ENDORSEMENT - Ability to endorse checks. Endorsement to include entity name, bank name, bank account number, receipt number, customer account number, date, and time. x CASHIERING ADVANCE PAYMENTS - Ability to accept advance payments that do not have an outstanding receivable (e.g., deposits or cash bonds). x CASHIERING PAYMENT - MULTIPLE INVOICES - Ability for a payment to be applied to multiple invoices. x CASHIERING PARTIAL PAYMENT - Ability for a payment to be applied to a portion of the fees due. x CASHIERING ONLINE PAYMENTS CASHIERING ONLINE PAYMENTS - Ability to accept customer credit card payments online. x CASHIERING CREDIT CARD PAYMENT CHARGE - Ability to charge a percentage or amount for credit card charges to users utilizing online credit card payments. x CASHIERING PENDING AND END OF THE DAY POST - Ability to apply a "pending post" status to all modules' customer accounts during the day, so that sub-modules immediately reflect correct account/invoice balances (e.g., accounts receivable, permits, etc.). x CASHIERING ONLINE PAYMENTS - NSF ALERT FOR ELECTRONIC CHECKS -Ability to alert and prevent a customer with a prior NSF check from paying with an electronic check. x CASHIERING ONLINE PAYMENTS - ELECTRONIC CHECKS - Ability to charge a percentage or dollar amount to a customer paying with an electronic check. x CASHIERING RECEIPT GENERATION CASHIERING RECEIPT PRINTING - Ability to print receipt from a PC that is not a cash register. x CASHIERING EMAIL RECEIPTS - Ability to email receipts to the email address associated with the customer account, with the ability to change the email. x CASHIERING PARTIAL CREDIT CARD # ON RECEIPT - Ability to only print a partial credit card number on a receipt. x CASHIERING RECEIPT LAYOUTS BY TRANSACTION TYPE - Ability to define receipt layouts by transaction type. x CASHIERING INVOICE - Ability to generate an invoice with an automatically generated invoice number to a specific contact for fees due on a single or across multiple records and modules. (e.g., a contractor owes fees on a project, permit and license, a single Invoice can be created for all of the fees due) x PDF Page 134 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 67 of 81 Packet Page. 1360 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CASHIERING 8.029 END OF DAY PROCESSING CASHIERING 8.030 CASH RECEIPTS JOURNAL - Ability to print a cash receipts journal by cashier and by totals: x CASHIERING 8.031 Bank account x CASHIERING 8.032 General ledger account number x CASHIERING 8.033 Receivable type x CASHIERING 8.034 Payment type x CASHIERING 8.035 Customer account x CASHIERING 8.036 Date x CASHIERING 8.037 Time x CASHIERING 8.038 Cashier x CASHIERING 8.039 Dollar amount x CASHIERING 8.040 Description x CASHIERING 8.041 Record Number (e.g., permit number, project number, etc.) x CASHIERING 8.042 BANK DEPOSIT SLIP - Ability to print a bank deposit slip. Vendor Note - should print multiple deposit slips if using multiple bank accounts. CASHIERING 8.043 TENDER PROCESSING - Ability for receipts to be processed while the prior day's receipts have not yet been closed. CASHIERING 8.044 REJECT BATCH NOT IN BALANCE - Ability for the system to reject or suspend batches that do not balance by either item or dollar totals. CASHIERING 8.045 RECEIPT CORRECTIONS - Ability to correct receipts made in error before posting the batch to the General Ledger module. CASHIERING 8.046 CORRECTING OF RECEIPT SECURITY - Ability to require an approval for adjustments or correcting receipts by specific users by permissions. x CASHIERING 8.047 INQUIRY AND REPORTS CASHIERING 8.048 TRACKING OF TENDER TYPES - Ability to maintain the transaction and the dollar totals by the tender type. x CASHIERING 8.049 TRACKING OF COIN DENOMINATIONS - Ability to track cash and coin denominations by bundles, rolls, and loose currency. CASHIERING 8.050 RECEIPT AMOUNTS BY GENERAL LEDGER ACCOUNT -Ability to report on daily total receipt amounts by general ledger account number. x CASHIERING 8.051 CASH RECEIPTS INQUIRY - Ability to query Cash Receipts by each of the following: x CASHIERING 8.052 Customer account number x CASHIERING 8.053 Name x CASHIERING 8.054 Address x CASHIERING 8.055 Operator ID x CASHIERING 8.056 General ledger account number x CASHIERING 8.057 Payment date x PDF Page 135 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 68 of 81 Packet Page. 1361 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CASHIERING Payment amount x CASHIERING Payment type x CASHIERING Invoice number x CASHIERING DAILY DECLINED TRANSACTIONS - Ability to generate daily reports for rejected bank and credit card transactions. x CASHIERING RECONCILIATION - CASH RECEIVED FROM CASHIERS - Ability to generate reports for reconciliation of monies collected by cashiers. x CASHIERING BALANCING REPORT - Ability to generate a report at end of day to assist with bank reconciliation and generation of a bank deposit. x CASHIERING AUDIT TRAIL OF CORRECTED CASH RECEIPTS - Ability to produce a full audit trail of cash-entry error corrections and/or adjustments. x CASHIERING SECURITY CASHIERING CASH DRAWER ACCESS - Ability to restrict user access to specific cash drawers. x CASHIERING CASH DATA ENTRY DEFAULT OVERRIDES - Ability to override the system-displayed default amount during cash-receipts entry. x CASHIERING AUTO OPEN DRAWER BY TENDER TYPE - Ability to allow the cash drawer to open automatically based on tender type (e.g., open for cash transactions, do not open for credit card transactions or checks, etc.). x CASHIERING NON-TRANSACTIONAL OPENING & CLOSING OF DRAWER -Ability to maintain an audit trail of instances when a cash drawer was opened and closed without completing a transaction (e.g., drawer opened to make change for a customer). x CASHIERING PAYMENT BATCH APPROVALS -Ability for only authorized users to approve of payment batches. x CASHIERING PCI COMPLIANCE - Ability to ensure application is subject to the payment card information data security standard (PCI-DSS). If not, please describe how payment card transactions are handled and what information is stored to allow reconciliation of payment card transactions. x CASHIERING PCI CERTIFICATION - Ability to ensure application has been certified as meeting the Payment Application Data Security Standard (PA-DSS) by a Payment Application Qualified Security Assessor (PA-QSA). If not, please state when the vendor expects certification to be completed. x CASHIERING INTEGRATIONS AND INTERFACES CASHIERING ACCESS TO ACCOUNT INFORMATION - Ability to provide online inquiry access to, and validation of, customer account information from all integrated modules (e.g., Accounts Receivable). x CASHIERING ONLINE PAYMENTS - Ability to accept customer payments via the web portal: x PDF Page 136 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 69 of 81 Packet Page. 1362 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments CASHIERING Accounts Receivable invoice x CASHIERING Permit and Project Payments x CASHIERING Business Licenses x CASHIERING CHECK SCANNING CAPABILITY - Ability to interface with check scanning hardware for customers that mail in remittance stubs or do not in the case of customers paying via a bank file. Remittance should tie to a customer account. x CASHIERING INTEGRATION - ACCOUNTS RECEIVABLE - Ability for cash receipt transactions to immediately update (in a temporary or pending mode) accounts receivable accounts. x CASHIERING INTEGRATION - BUSINESS LICENSE - Ability to receive and post cash- receipt transactions from Business Licensing. x CASHIERING INTEGRATION - GENERAL LEDGER - Ability to automatically generate journal entries to the General Ledger module, insuring balancing and non- duplicate transaction posting for all cash receipts. x CASHIERING INTEGRATION - ACCOUNTS PAYABLE - Ability to automatically generate accounts payable entries to the AP module x CASHIERING INTEGRATION - PERMITTING - Ability to integrate in real time to Permitting for payment processing. x CASHIERING INTEGRATION - PLANNING - Ability to integrate in real time to Planning for payment processing. x CASHIERING INTEGRATION CREDIT CARD PROCESSOR - Ability to integrate with (AllPaid) for credit card acceptance. x CASHIERING INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x PDF Page 137 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 70 of 81 Packet Page. 1363 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Parcel/Address/Location Management GENERAL FEATURES 9.001 GEOGRAPHIC DATABASE - Provide a geographic database of parcel, occupancy, and land use with "unlimited" Agency-defined fields and attributes. x 9.002 ADDITIONAL PROPERTY ADDRESS INFORMATION -Ability to track additional property address information (e.g., apartment number, suite number, lot number, tract number, etc.). x 9.003 NON-ADDRESS LOCATIONS - Ability to setup location identifications for parcels without addresses (vacant lots, intersections, road sections, easements without addresses, HOA lots without addresses, etc.). x 9.004 COMMON PARCEL/ADDRESS INFORMATION TO ALL APPLICATIONS - Provide for one table structure to provide parcel/address information across all modules. x 9.005 LEGAL PARCEL INFORMATION - Provide for the inclusion of legal description for each parcel. x 9.006 MULTIPLE ADDRESSES PER PARCEL - Provide for multiple addresses per parcel. x 9.007 ATTACHED PHOTOS, IMAGES, DRAWINGS, DOCUMENTS TO PARCEL - Provide capability to attach photos, images of final plan drawings, documents, etc., to a parcel database record. x 9.008 MULTIPLE PARCELS WITH BOUNDARIES - Provide for the definition of parcels within multiple specific boundaries (i.e., Council Districts, Fire Districts, School District, Flood Plain, Tract, CUP, PD, Spec. Plan, etc.). x 9.009 ZONING INFORMATION - Provide for the inclusion of zoning information by parcel. x 9.010 GENERAL PLAN INFORMATION - Ability to include multiple land use designations per parcel. x PDF Page 138 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 71 of 81 Packet Page. 1364 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments 9.011 PROPERTY SEARCH REQUIREMENTS - Ability to search properties by parcel ID number, previous parcel number, current owner name, or property address. x 9.012 ADDRESS/PARCEL HISTORY 9.013 TRACK ADDRESS/PARCEL HISTORY - Provide for tracking address/parcel history, including effective dates. X 9.014 TRACKING OF PARCEL SPLIT OR CONSOLIDATIONS - Facilitate the tracking of split or consolidated parcels with effective dates. X 9.015 TRACKING OF PARCEL SPLIT OR CONSOLIDATIONS - Ability to track genealogy of parcels and history of parcel splits or parcel consolidations. X 9.016 PARCEL OWNERSHIP HISTORY - Ability to maintain property ownership history when a parcel is retired. x 9.017 ADDRESS GENEALOGY - Ability to maintain genealogy of an address and its history. X 9.018 OWNER INFORMATION 9.019 MULTIPLE CONTACTS PER ADDRESS - Provide for multiple related party contact information per address (e.g., tenant, owner, etc.). X 9.020 HISTORICAL OWNER INFORMATION - Ability to maintain historical ownership information with effective dates. X 9.021 LOCK-HOLDS 9.022 LOCK PROPERTY - Ability to automatically lock all records associated with a locked property (e.g., address, parcel, permits, projects, etc.). x 9.023 UNLOCKING PROPERTY AUTO UNLOCKS RELATED RECORDS - Lifting a property lock should automatically lift locks from related records (e.g., permits, projects, licenses, etc.). x 9.024 ALERTS 9.025 PROPERTY TYPE ALERTS - Ability for system to alert users that a property is in special zones when viewing property information (e.g., flood plain, liquefaction, high-fire zones, earthquake faults, redevelopment areas, special housing, special plan areas, etc.). X 9.026 NOTE ALERTS - Ability to setup alerts for an address (e.g., confrontational owner, gang related activity, open code case, etc.) that are generated throughout system modules (e.g., code enforcement, permitting, etc.). x 9.027 SECURITY 9.028 ADDRESS SELECTION - Provide capability to force the selection of a valid address and street name from a database to insure consistent data entry. X 9.029 CHANGE ADDRESS ACCESS - Ability to restrict address and parcel number field changes to specific users. X PDF Page 139 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 72 of 81 Packet Page. 1365 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments 9.030 INTEGRATION - INTERFACE 9.031 IMPORT OF COUNTY OR OTHER PARCEL INFORMATION - Provide for the establishment and periodic update of County Assessor's database. X 9.032 CHANGE CONTROL OF IMPORTED PARCEL INFORMATION - Provide a change control process for updates from the County Assessor and maintain this as an audit trail. X 9.033 INTERFACE - PLANNING - Parcel Management should provide address, parcel, owner, zoning information, and other location data to Planning application. X 9.034 INTERFACE - CODE ENFORCEMENT - Parcel Management should provide address, parcel, owner, zoning information, and other location data to Code Enforcement application. X 9.035 INTERFACE - PERMITS - Parcel Management should provide address, parcel, owner, zoning information, and other location data to the Permits application. X 9.036 INTERFACE - BUSINESS LICENSING - Parcel Management should provide address, parcel, owner, zoning information, and other location data to Business Licensing. X 9.037 INTERFACE - INSPECTIONS - Parcel Management should provide address, parcel, owner, zoning information, and other location data to the inspection application. X 9.038 PARCEL ALERTS TO OTHER MODULES - Ability for customer defined parcel alerts to popup or display in other land management modules (e.g., open code enforcement case, flood zone, environmental sensitive property, deed restrictions, etc.). X 9.039 AUTOMATION TO OTHER MODULES - Ability to automatically initiate an action on linked permits/projects/code cases/business licenses based on GIS attributes (e.g., automatically add a fee if property is in historical district, automatically add a review if property is in a fire district, etc.) X 9.040 GIS INTEGRATION 9.041 PARCEL/OTHER MODULE INFORMATION FROM MAP - Provides ability to select parcel or group of parcels from GIS map and drill-down to parcel or activity information (e.g., any parcel data elements and other module information such as permits, projects, code cases, etc.). X 9.042 VIEW MASTER RECORD LOCATION INFORMATION ON MAP - Ability to pull up map view of location from application/module master record (e.g., planning project, permit, inspection, code enforcement case, etc.). X PDF Page 140 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 73 of 81 Packet Page. 1366 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments 9.043 VIEWING ACTIVITY ON MAP - Provide the ability to display locations on the GIS viewer by activity type/status (e.g., permits by status [open/closed, type], planning project, code cases [open/closed, type], work orders [open/closed, type], etc.). x 9.044 RADIUS SEARCHES - Ability to perform searches within a radius (e.g., parcels/addresses, permits or projects within a given area, etc.). x 9.045 LOCATION SEARCHES - Provides ability to search for locations by anything on the map: an address, a location, a name, an intersection, a customer account number, etc. x 9.046 DISPLAY MAP - Ability to color code activity on map by type of activity (e.g., work order type, permit types, code case types, etc.). x 9.047 DISPLAY MAP - ASSET TYPES - Ability to color code asset types on map. x 9.048 HEAT MAPS - The system has the ability to generate "heat-maps" on GIS mapping in order to identify areas of large activity volume. x 9.049 ROUTES - The system should be able to use GIS to compute inspection routes based on specific information including, but not limited to, using layers in GIS for territories. x 9.050 BI-DIRECTIONAL INTERFACING - The interface between the GIS and other vendor modules should be bi-directional. The ability to query, view, and interact with location data with a spatial location and display them in a GIS viewer. x 9.051 GIS DATA SYNCHRONIZATION - Provides ability to synchronize any changes from GIS to update related location data from vendor modules. x 9.052 MOBILE APPLICATION - Ability for the mobile application to retrieve GIS information. x 9.053 WEB SERVICES - Ability to consume a web service. x 9.054 SECURE SERVICE SUPPORT - Ability to consume data through secured services. x 9.055 GIS DATA PORTAL - The system should be able to perform data exchange with Federated and UnFederated GIS data portals. x 9.056 INTERFACE - GIS - Ability to find any parcel on a map by address or parcel number and drill down to all related information, flags, permits, documents, photos, conditions, GIS layers, etc., interfacing to ESRI ArcGIS (Version 10.8 ). x 9.057 INTEGRATION - ELECTRONIC CONTENT MANAGEMENT SYSTEM -Ability to integrate with a third-party document management system ( Laserfiche ) to attach and store files or supporting documents to a record (e.g., plan blueprints, CAD images, logs, COA narratives, etc.). x PDF Page 141 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 74 of 81 Packet Page. 1367 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments Ad Hoc Reporting GENERAL FEATURES 10.001 AGENCY-DEFINED FIELD REPORTING - Ability to inquiry and report on agency-defined fields. x ad-hoc report writer is a standard out of the box tool in the current software 10.002 USER DASHBOARD - Ability to create user-configurable dashboards that accesses components of all system modules. x 10.003 REPORT WRITER PERFORMANCE - Ability to process report writer requests at any time throughout the processing day, without impacting system performance. x 10.004 REPORT WRITER OPERATIONS - Ability to support menu-driven report scheduling options. x 10.005 REPORT WRITER OPERATIONS - Ability to generate error messages with a description of corrective actions. x 10.006 REPORT WRITER HELP - Ability to support online instructions "help". x 10.007 REPORT WRITER DATA DICTIONARY IDENTIFICATION - Ability to reference specific data items by field descriptive name (i.e., data dictionary field names and user-screen field names are the same). x 10.008 WILDCARD SEARCHES - Ability to perform searches by using wildcards or partial information (e.g., searching for accounts, funds, cost centers, projects, etc.) x 10.009 REPORT CONDITIONING OPTIONS - The following report writing capabilities need to include the ability to arithmetically calculate functions: 10.010 Ability to generate reports using "include" and "exclude" statements. x 10.011 Ability to generate reports using "and" and "or" statements x 10.012 Ability to generate reports using "equal to", "less than", and "greater than" statements. x PDF Page 142 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 75 of 81 Packet Page. 1368 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments AD HOC RPT. 10.013 Ability to use an "if-then-else" sequence within one query. x AD HOC RPT. 10.014 REPORT FIELD SELECTION OPTIONS - Ability to combine the use of multiple fields from multiple modules’ database tables in a single query. X AD HOC RPT. 10.015 REPORT FILE REFRESHING - Ability to store and recall items whose values are derived from other values in the data files. X AD HOC RPT. 10.016 ARITHMETIC FUNCTIONS - Ability to support the use of arithmetic: "addition", "subtraction", "multiplication", and "division" calculations. X AD HOC RPT. 10.017 BASIC STATISTICAL FUNCTIONS - Ability to support mean and standard deviations and to build cross tabulations. X AD HOC RPT. 10.018 PDF FOLDERS - Ability to setup auto save folders by type of report when using a pdf writer tool. X AD HOC RPT. 10.019 REPORT COLUMN DEFINITION - Ability to support default or special column headings. X AD HOC RPT. 10.020 REPORT SELECTION OPTIONS - Ability to query on any element of a transaction history file, including the type of transaction and the process that originated the transaction. X AD HOC RPT. 10.021 REPORT FIELD EDIT DEFINITION - Ability to support unique field editing (i.e., currency, symbol, commas, decimal places, etc.) on specific data items. X AD HOC RPT. 10.022 REPORT SORTING OPTIONS - Ability to support major and minor sort options. X AD HOC RPT. 10.023 REPORT SUBTOTALS - Ability to support subtotal and total options by field. X AD HOC RPT. 10.024 REPORT SORTING AND TOTALING OPTIONS - Ability to choose various sorting options and report totaling options with appropriate subtotaling based on selected sort option. X AD HOC RPT. 10.025 GRAPHS/CHARTS ON REPORTS - Ability to print graphs and charts on reports. x AD HOC RPT. 10.026 REPORT SPECIFICATIONS - Ability to include the following on all reports: X AD HOC RPT. 10.027 Organization Name x AD HOC RPT. 10.028 Report Title x AD HOC RPT. 10.029 User That Generated Report x AD HOC RPT. 10.030 Column Heading Descriptions x AD HOC RPT. 10.031 Processing Date x AD HOC RPT. 10.032 Sequentially Numbered Pages x AD HOC RPT. 10.033 Subtotals at Each Level Break x AD HOC RPT. 10.034 SAVE REPORT SETTINGS - Ability to save and reuse report settings on future report runs. X AD HOC RPT. 10.035 ELECTRONICALLY FILE REPORTS - Ability to electronically save reports for subsequent users’ access (e.g. on an internal intranet page, user dashboard or report menu, etc.). X PDF Page 143 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 76 of 81 Packet Page. 1369 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments 10.036 REPORT SCHEDULING - Ability to report scheduling along with email distribution for recipients, as well as re-occurrence options of specific days, weeks, weekly, monthly, etc. x 10.037 REPORT OUTPUT SELECTION - Ability to support user specification of the output media (i.e., printer, display on screen, save to file). x 10.038 CLOUD BASED REPORTING - Ability to download a report created under a Cloud based deployment or maintain an unlimited amount of storage for Cloud- created reports. x 1 TB of cloud storage is provided with additional blocks of 500 GB that can be purchased 10.039 LARGE REPORT TO PRINT WARNING - Ability to warn the user they are about to print a large report (displays number of pages). x Browser/Device specific error message will be prompted 10.040 PRODUCE STANDARD REPORTS - Ability to export report data to Microsoft Word, Microsoft Excel, and PDF formats. x 10.041 DISPLAY PRINTER QUEUES PRIOR TO PRINTING - Ability to view or print reports, as an option. x 10.042 PRINTING TO "SAVE" REPORTS TO OUTPUT QUEUES - Ability for printed output to be queued to any of the system or network printers. x 10.043 CANNED REPORTS - System comes with standard "canned" reports that include, but not limited to Permits Issued, Census Report Data, Building Reports, Public Works Reports, Code Enforcement Reports, Planning Reports, License Registration Reports, and User Reports, with the ability to select a timeframe for data to be included in report. x 10.044 INTEGRATIONS AND INTERFACES 10.045 INTEGRATION - THIRD PARTY REPORT WRITERS - Ability to integrate with third-party report writing tools, such as Crystal Reports, SSRS, or Cognos etc. x Cognos is a custom integration. Accela provides Accela Insights that is powered by Microsoft Power BI as an analytical dashboard tool 10.046 SAAS/CLOUD HOSTING REPORTING 10.047 REPORTING - CUSTOM REPORTS - Ability to allow users to create custom reports through the cloud-hosted solution interface. x 10.048 DOWNLOAD REPORTS - Ability to download reports from the cloud- hosted application. x 10.049 REPORTING - STORAGE - Ability to have an unlimited amount of storage for reports in the cloud. Vendor Note - please use comments field to denote any limitations. x 1 TB of cloud storage is provided with additional blocks of 500 GB that can be purchased 10.050 DATA EXTRACTS - Ability to extract data from cloud hosted solution. x PDF Page 144 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 77 of 81 Packet Page. 1370 City of San Bernardino - Land Management System - Feature Function Requirements Please input a "1" in the appropriate column to the right of the feature/function/capability statement. Further explanations, or information regarding 3rd party software and/or modification costs should also be provided in the comments column and Project Costs worksheet (Appendix G), if applicable. Each "non-title" row (?.000) should have only one "1". Blank rows will be scored as Not Available. Legend: Standard - Current Available in current software release Guaranteed available in next release of software Report Writer function through Standard Reports or Ad Hoc Report Writer Please estimate general cost estimates in comments not a quote, unless available due to your resell arrangement. Custom programming by vendor (not meant to be a set-up configuration that is standard process through implementation. Please estimate general costs in comments (not a quote). Not available in current or next release; interfaced/integrated third-party application or through custom modification. Standard - Next Release Report Writer 3rd-Party Application Custom Modification Not Available Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party Applica t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments General System and Security GENERAL FEATURES SYS/SECURITY 11.001 PERSON/ENTITY - Ability to maintain central person/entity record identification information throughout all modules (e.g., Planning, Permitting, Business Licensing, etc.). x SYS/SECURITY 11.002 MULTI-USER ENVIRONMENTS - Ability to prevent any master file record from being deleted if that record is referenced in any other file. x Accela is a user role based system, users with certain privilidges can have the option to delete master file records and users w/o those privilidges cannot delete master/related records SYS/SECURITY 11.003 MULTI-USER ENVIRONMENTS - Ability to operate in a multi-user environment so record locking will be required to maintain the integrity of the data. x Accela is a user role based system, users with certain privilidges can have the option to delete master file records and users w/o those privilidges cannot delete master/related records SYS/SECURITY 11.004 ONLINE TRAINING DOCUMENTATION - Ability to access to printable training materials and other support documentation online. x SYS/SECURITY 11.005 USER DASHBOARDS - Ability to incorporate real-time individual user dashboard capability to display dynamic charts, graphs, and data lists. x SYS/SECURITY 11.006 FORWARD/BACKWARD NAVIGATION -Ability to navigate through records or files on a screen in a forward or backward direction. x SYS/SECURITY 11.007 MULTISCREEN NAVIGATION - Ability to view data across multiple screens. x PDF Page 145 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 78 of 81 Packet Page. 1371 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments SYS/SECURITY 11.008 NUMBER OF RECORDS DISPLAYED - Ability to allow users to change the number of records displayed as a result of a search (e.g., 20, 50, 100, etc.). x SYS/SECURITY 11.009 RENAME LABELS - Ability for authorized users to rename field labels. x SYS/SECURITY 11.010 REQUIRED FIELDS - Ability to designate both standard and user-defined fields as requiring data entry. x SYS/SECURITY 11.011 AUTO-FILL FIELDS - Ability to automatically populate fields (e.g., selecting a street segment from GIS pulls street name). Vendor Note - please use comments field to describe extent of functionality. x SYS/SECURITY 11.012 FILE EXPORT FORMATS - Ability to export files using the following file format types: x SYS/SECURITY 11.013 PDF x SYS/SECURITY 11.014 Word x SYS/SECURITY 11.015 Excel x SYS/SECURITY 11.016 Comma Delimited Values x SYS/SECURITY 11.017 MAINTAIN AUDIT TRAILS - Ability to maintain audit trails including changed by, changed date, and record of changes. x SYS/SECURITY 11.018 HISTORICAL DATA - Ability to maintain more than 10 years of historical transactional data. Vendor Note - please use comments field to denote any limitations. x SYS/SECURITY 11.019 FAVORITES MENU - Ability to assign menu items to a favorites menu. x SYS/SECURITY 11.020 LIST OF RECENT RECORDS - Ability for a user to see a list of records they recently created/viewed/modified from their dashboard. x SYS/SECURITY 11.021 ERROR REPORT SUBMISSIONS - Ability to directly submit system generated error reports and messages to vendor software support. x SYS/SECURITY 11.022 VENDOR SUPPORT ACCESS TO CLIENT - Ability for the vendor to connect to computer server for diagnosis and resolution of software problems. x SYS/SECURITY 11.023 BATCH PROCESSES - Ability to run specific assigned jobs, by permission, in a batch process. x SYS/SECURITY 11.024 MASS UPDATES - Ability to load and run mass additions, updates, deletions and purges in the system. x SYS/SECURITY 11.025 MASS UPDATES SYSTEM BACKUP UTILITIES AND PROCESSES -Ability to provide flexible backup utilities enabling the backup of individual items, application databases or the entire system. x SYS/SECURITY 11.026 THIRD-PARTY INTERFACES - Ability to run and load third-party interfaces into the system. x SYS/SECURITY 11.027 EMAIL INTEGRATION - Ability to send emails from system utilizing standard SMTP protocols. x PDF Page 146 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 79 of 81 Packet Page. 1372 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3rd -Party A p p l i c a t i o n Cu s t o m Mo d i f i c a t i o n No t A v a i l a b l e Comments SYS/SECURITY 11.028 OFFICE 365 EMAIL INTEGRATION - Ability to send and receive emails using Office 365. SYS/SECURITY 11.029 WEB AND MOBILE APPLICATIONS - Ability for web and mobile applications to use mobile responsive design for optimized usability on a variety of screen sizes, including smart-phones, tablets, laptops, and desktops. x SYS/SECURITY 11.030 SYSTEM SECURITY SYS/SECURITY 11.031 GENERAL SECURITY FEATURES - Ability to provide access security by: x SYS/SECURITY 11.032 Application x SYS/SECURITY 11.033 Field level x SYS/SECURITY 11.034 Menu item/function within application x SYS/SECURITY 11.035 PASSWORD ENCRYPTION - Ability to provide password encryption. Vendor Note - please describe your level and implementation of encryption in the comment field. x SYS/SECURITY 11.036 PASSWORD RECOVERY - Ability for user self-password recovery capability. x SYS/SECURITY 11.037 SECURITY ACCESS PASSWORD CHANGE - Ability to maintain the date of last password change for each user. x SYS/SECURITY 11.038 RESTRICT SECURITY ACCESS OF SELECTED TRANSACTIONS - Ability to restrict entry of certain transactions by password or access rights. x SYS/SECURITY 11.039 SECURITY ACCESS CONTROL - Ability to assign view only access to specific user profiles. x SYS/SECURITY 11.040 PERMISSIONS - Ability to specify read, write, edit and delete permissions. x SYS/SECURITY 11.041 RESTRICT SECURITY ACCESS - Ability to restrict users' access to specific screens and to perform certain functional processes (e.g., refunding fees). x SYS/SECURITY 11.042 RESTRICT ACCOUNT ACCESS - Ability to restrict users' ability to enter transactions based on agency-defined components of the chart of accounts (e.g., fund, department, division, object). x SYS/SECURITY 11.043 REPORT WRITING TOOLS ACCESS - Ability to allow only specific users to access report writing and query tools. x SYS/SECURITY 11.044 UPDATE CONTROLS - Ability to add and update module configurations as outlined in security roles by permission. x SYS/SECURITY 11.045 CREATE SECURITY PROFILE BY COPYING EXISTING PROFILE - Ability to create new user rights by copying another user's right levels and modifying. x SYS/SECURITY 11.046 GROUP CREATION/CONTROL – Ability to create groups of users by a role type and to apply/change access rights to groups of users. x SYS/SECURITY 11.047 USER/GROUP ACCESS CONTROL – Ability to modify a user’s or group of users’ log-in access status (e.g., active, inactive, on-hold, etc.) . x PDF Page 147 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 80 of 81 Packet Page. 1373 Application Fe a t u r e N u m b e r Feature / Function / Capability St a n d a r d - Cu r r e n t St a n d a r d - Ne x t Re p o r t W r i t e r 3r d -P a r t y Ap p l i c a t i o n Cust o m M o d i f i c a t i o n No t A v a i l a b l e Comments SYS/SECURITY 11.048 LOG-OFF USER - INACTIVITY - Ability for the system to automatically log-off a user after a long period of inactivity. Vendor Note - period of inactivity to be agency- defined. x SYS/SECURITY 11.049 FORCE USER LOG-OFF - Ability for a system administrator to log-off a user from the system. x SYS/SECURITY 11.050 SINGLE SIGN-ON - ACTIVE DIRECTORY - Ability to implement Single Sign-on and Active Directory. x SYS/SECURITY 11.051 USER AUTHENTICATION - Ability to support mixed mode authentication - (i.e., if Active Directory integration is enabled, still allow non-AD user accounts to login). x SYS/SECURITY 11.052 USER AUTHENTICATION - Ability to provide added layer of security via Two-Factor Authentication (2FA), which requires a user to submit additional authentication along with their username and password. x Accela has standard integrations for user authentication with Okta and MS Azure. SYS/SECURITY 11.053 2FA support for U2F authentication, such as Yubikey SYS/SECURITY 11.054 2FA support for strong tamper-proof solution, like Duo Mobile App SYS/SECURITY 11.055 2FA biometric support (e.g., finger print, facial recognition, etc.) SYS/SECURITY 11.056 SAAS/CLOUD HOSTING SECURITY AND ACCESS SYS/SECURITY 11.057 REST API - Ability to provide a REST API interface to facilitate integration with third-party applications. x SYS/SECURITY 11.058 AGENCY-DEFINED FIELDS - Ability to add/delete agency-defined fields. x SYS/SECURITY 11.059 OUTSIDE NETWORK ACCESS - Ability to access system outside of City network (e.g., third-party contractor). x SYS/SECURITY 11.060 BACKUP ENCRYPTION - Ability to encrypt all data backups. Vendor Note - provide level of encryption in in the comments column. x SYS/SECURITY 11.061 DATABASE ENCRYPTION - Ability to encrypt data from all databases when at rest (stored). Vendor Note - provide level of encryption in the comments column. x SYS/SECURITY 11.062 DATA CENTER RESILIENCY - Ability to maintain resilient data centers resulting in zero customer downtime in the event of a failure or compromise of one data center. x SYS/SECURITY 11.063 GOVERNMENT CERTIFIED CLOUD PROVIDER - Ability for the cloud application to be hosted by a government certified cloud provider. x Accela is hosted on MS Azure Commercial SYS/SECURITY 11.064 ALLOCATED INTERNET BANDWIDTH & INTERNET RESILIENCY - Ability to maintain multiple connections from multiple internet providers with automatic failover at each data center. x SYS/SECURITY 11.065 SLA UPTIME - Ability to maintain a SLA Uptime of 99.9% or greater. x SYS/SECURITY 11.066 SOC 2 REPORT - Ability to provide a SOC 2 report outlining data center security available upon request x PDF Page 148 of 164 Appdx A - Feature/Function San Bernardino LMS - RFP - Appendix A.xlsx Page 81 of 81 Packet Page. 1374 SOFTWARE VENDOR INFORMATION RESELLER INFORMATION (if applicable) Company Name Accela, Inc Company Name Not applicable Street Address 2633 Camino Ramon San Ramon, CA 94583 Ph: 925-659-3200 Street Address Not applicable City, State, Zip code City, State, Zip code Not applicable Telephone Number Telephone Number Not applicable Primary Contact Arielle Mallen Primary Contact Not applicable Secondary Contact (if applicable) Kyle Bockwoldt Secondary Contact (if applicable) Not applicable SOFTWARE SUPPORT SOFTWARE SUPPORT (if applicable) Support Hours (designate time zone) 4 a.m. until 6 p.m. Pacific Standard Time, Monday through Friday, excluding Accela’s observed holidays. Appendix B VENDOR PROFILE Vendor(s) Name: Accela, Inc. Location of Application Software Support Personnel California and Utah Location of Application Software Support Personnel Not applicable Number of Application Software Support Personnel (Proposed Solution ONLY) 50+ Number of Application Software Support Personnel (Proposed Solution ONLY) Support Hours (designate time zone) Not applicable Not applicable Guaranteed Response Time Typical Response Time : 1 Hour Average Response Time Average Resolution Time Typical Response Time : 1 Hour The majority of our support-owned cases, approximately 70%, are resolved within a 10- day timeframe. Guaranteed Response Time Average Response Time Average Resolution Time Not applicable Not applicable Not applicable 800 Number Access 888 - 722 - 2352 800 Number Access Not applicable PDF Page 149 of 164 B - Vendor Profile San Bernardino LMS - RFP - Appendix B-J.xlsx Page 1 Packet Page. 1375 VENDOR FINANCIAL INFORMATION RESELLER FINANCIAL INFORMATION (if applicable) Annual Revenue Confidential. Pease see statement bl Annual Revenue Not applicable Percent of Annual Revenue Allocated to R & D Confidential. Pease see statement below. Percent of Annual Revenue Allocated to R & D Not applicable Percent of Annual Revenue Generated from New Sales Confidential. Pease see statement below. Percent of Annual Revenue Generated from New Sales Not applicable Percent of Annual Revenue from Annual Recurring Income Confidential. Pease see statement below. Percent of Annual Revenue from Annual Recurring Income Not applicable PDF Page 150 of 164 C - Vendor Financial Info San Bernardino LMS - RFP - Appendix B-J.xlsx Page 2 VENDOR INFORMATION RESELLER INFORMATION (if applicable) Accela Vendor Name Reseller Name Not applicable 40+ Not applicable 500+ Not applicable Private Not applicable Total Number of Employees (Proposed Solution ONLY) Organization Classification (Private, Public, Other) Number of Years in Business Total Number of Employees (Proposed Solution ONLY) Organization Classification (Private, Public, Other) Number of Years in Business Appendix C VENDOR PROFILE / FINANCIAL INFORMATION Vendor(s) Name: Accela, Inc. Packet Page. 1376 Appendix D VENDOR CUSTOMER BASE Vendor(s) Name: Accela, Inc. Information Vendor Information Reseller BY THE FOLLOWING CRITERIA NUMBER OF AGENCY CUSTOMERS NUMBER OF AGENCY CUSTOMERS IN CALIFORNIA NUMBER OF AGENCY CUSTOMERS NUMBER OF AGENCY CUSTOMERS IN CALIFORNIA Total - All Entities Proposed Solution Only 600+ 229 N/A N/A Total - Municipalities 600+ 218 N/A N/A Populations Below 100,000 150+ 89 N/A N/A Populations Between 100,000-300,000 220 64 N/A N/A Populations Above 300,000 280 65 N/A N/A Planning Projects 600+ 200+ N/A N/A Permitting 600+ 200+ N/A N/A Online Portal 550+ 200+ N/A N/A Inspections 500+ 200+ N/A N/A Code Enforcement 255 85+ Request Management 180 65+ N/A N/A Business Licensing 165 45+ N/A N/A Mobile Inspections and Code Enforcement 300+ 100+ N/A N/A PDF Page 151 of 164 D - Vendor Customer Base San Bernardino LMS - RFP - Appendix B-J.xlsx Page 3 Packet Page. 1377 Appendix E VENDOR/RESELLER REFERENCES Vendor Name: Accela, Inc. Proposed Solution Only (Below) Customer Name Contact Name Phone Number Population Installation Date APPLICATIONS (please list) Note: If you are a Reseller/VAR, clearly indicate which references are for your specific company. 1) City of Eastvale, CA* Johnny Terfeher 951-703-4482 72000 20-Oct Accela Building, Planning, Code Enforcement, Public Works 2) City of Moreno Valley, CA* Kimberlee Kreuger 951-413-3428 212000 22-Feb Accela Building, Planning, Code Enforcement, Public Works 3) City of Rancho Cucamonga, CA* Kramer Sandars 951-413-3429 714-765-5131 175,000 18-Jun Accela Building, Planning, Code Enforcement, Public Works 4) City of Anaheim, CA* Jennifer Winchell 350000 22-Oct Accela Building, Planning, Code Enforcement, Public Works, Bus Lic 5) City of Oakland, CA Annie He 510-238-6142 440000 19-Jun Accela Building, Planning, Code Enforcement, Public Works 6) City of Sacramento, CA Johann Tran 916-808-4742 528000 19-Jan Accela Building, Planning, Code Enforcement, Public Works 7) City of Santa Clara, CA Andrew Raj 408-615-2472 126000 20-Jun Accela Building, Planning, Code Enforcement, Public Works 8) City of San Diego, CA JC Thomas 619-236-6552 1300000 19-Jan Accela Building, Planning, Code Enforcement, Public Works 9) City of Fresno, CA Edith Smith 559-621-7136 545000 21-Jun Accela Building, Planning, Code Enforcement, Public Works 10) City of Stockton, CA Robert Liddicoat 209-937-8561 321000 19-May Accela Building, Planning, Code Enforcement, Public Works Note: Please indicate which module(s) were implemented in the "Application" column PDF Page 152 of 164 E - Vendor References San Bernardino LMS - RFP - Appendix B-J.xlsx Page 4 Packet Page. 1378 Vendor Name: Accela, Inc. 4) Will the application software license be a "license in perpetuity?" X Appendix F VENDOR GENERAL SYSTEM INFORMATION GENERAL QUESTIONS Yes No 1) Will you agree to incorporate RFP and your proposal into the contract? X 2) Will you hold prices firm for 180 days from proposal due date? X 3) Is the source code held in escrow at a third-party institution? If yes, please identify the third party. X Explain: Accela does not provide escrow services for SaaS customers. SYSTEM SUPPORT INFORMATION Yes No 5) Can the vendor remotely connect to the system for diagnostics and/or support? Is there an associated cost? X No addit 6) Is there a website for customer software updates? X 7) Can the website be used to communicate support issues and downloads? X 8) Is there an application software Users' Group? X SOFTWARE APPLICATION INFORMATION 9) On what platform(s)/operating system(s) will the proposed application software run? Response: The Accela Civic Platform is hosted in Microsoft Azure. It uses the latest versions of Microsoft operating systems, applications and services. 10) What year was the current technology platform of the proposed software originally released (e.g. .NET in 2010)? Response: Accela Civic Platform stack was moved to Micorsoft Azure in 2019 to provide our customer with the best stability, reliability, security, redundant and business user technologies. Twice a year the current technology platform is updated for the business benefits of our 600+ customers PDF Page 153 of 164 F - Vendor General System San Bernardino LMS - RFP - Appendix B-J.xlsx Page 5 Packet Page. 1379 Appendix F VENDOR GENERAL SYSTEM INFORMATION Vendor Name: Accela, Inc. 11) Which database system (preference towards MS SQL) will be deployed with the proposed solution? (include name and version) Response: MS SQL. The Accela Civic Platform is hosted in Microsoft Azure. It uses the latest versions of Microsoft operating systems, applications, and services. Which server software (preference towards MS Windows Server) will be deployed with the proposed solution? (include server 12) software name and version) Response: The Accela Civic Platform is hosted in Microsoft Azure. It uses the latest versions of Microsoft operating systems, applications and services. 13) Please describe the software upgrade process (e.g., frequency and level of effort and cost). Response: Accela’s release cycle includes two major releases per year, monthly service packs, and hotfixes as needed. Full infrastructure patching occurs at least monthly. All updates to the solution for Accela SaaS customers are performed by Accela staff. Updates are included in annual SaaS subscription. 14) Please describe the software patch delivery process, frequency, and level of effort. Response: All updates to the solution for Accela SaaS customers are performed by Accela staff. Accela’s release cycle includes two major releases per year, monthly service packs, and hotfixes as needed. Full infrastructure patching occurs at least monthly. PDF Page 154 of 164 F - Vendor General System San Bernardino LMS - RFP - Appendix B-J.xlsx Page 6 Packet Page. 1380 Appendix G1 On-Premise PROJECT COST ESTIMATES Vendor Name: Accela, Inc. NOTES & INSTRUCTIONS Supplemental Pricing in your company's standard format can be provided separately. However, even if you provide supplemental pricing, this project costs worksheet must be completed for summary Additional rows and/or descriptions can be added if necessary. If an item is included elsewhere, please say included. DO NOT delete any rows or change any formulas On-Premise One-Time Costs Informational Only Hourly Rate Total Hours PRICE Software License Fees $ - Training Fees $ - - $ - Project Management $ - - $ - Installation/Implementation Fees $ - - $ - Modifications/Enhancements Estimates (see Appendix J) $ - $ - Interface Development Estimates (see Appendix H) $ - $ 172,420 Conversion Assistance (see Appendix I) $ - $ 351,500 Ad hoc Report & Inquiry Development (by vendor) $ - - $ - Other (please list as needed) Hardware/System Software (estimates, if applicable) $ Installation (if applicable) $ Other Costs (please list as needed) $ Travel & Related Expenses $ Taxes $ $ 523,920.00 On-Premise Annual Recurring Costs PRICE Application Annual Maintenance/Support $ - Annual Maintenance/Support - Interfaces $ - Hardware/System Software (estimates, if applicable) $ - $ - PDF Page 155 of 164 G1 - On-Premise Project Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 7 Packet Page. 1381 Appendix G1 On-Premise PROJECT COST ESTIMATES Detailed Software Application Pricing and Information Vendor's Module Name One-time License Costs Implementation Services Application Training Services Annual Recurring Costs Total Hours Total Visits Total Implementation Services Costs Total Hours Total Visits Total Training Costs (Please List Applications/Modules - Add Rows as Necessary) Land Management System Planning Projects Permitting Online Portal Inspections Cashiering Code Enforcement Request Management Business Licensing Parcel / Address Management GIS Viewer/Portal Mobile Inspections and Code Enforcement Other Ad Hoc Reporting Interactive Voice Response (IVR) Electronic Plan Submittal and Review Sub-Totals $ - - - $ - - - $ - $ - NOTES 1) Indicate how license fees are calculated (e.g., concurrent users, user ID's, processor size, etc.). Provide number of user licenses if applicable, and additional user license cost if required. 2) Please describe additional future license fees if applicable (e.g., change in users, processor size, etc.) 3) Optional pricing for above one time costs should be clearly identified (e.g., different project management service levels) 4) Describe number of days/hours included with project management AND training costs above 5) Describe in detail what is included with conversion estimates. 6) Describe how travel and related expense estimates were calculated 7) Describe additional costs required for optional applications (e.g., hardware, training, project management, etc. 8) Clearly indicate third party software. 9) Please attach server sizing/configuration documentation. G1 - On-Premise Project Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 8 Packet Page. 1382 $ 2,378,400.00 Taxes $ $ 40,000.00 $ Other Costs (please list) Travel & Related Expenses N/A Appendix G2 Cloud/Hosted PROJECT COST ESTIMATES Vendor Name: Accela NOTES & INSTRUCTIONS Supplemental Pricing in your company's standard format can be provided separately. However, even if you provide supplemental pricing, this project costs worksheet must be completed for summary evaluation Additional rows and/or descriptions can be added if necessary. If an item is included elsewhere, please say included. DO NOT delete any rows or change any formulas Vendor Hosted One-Time Costs Informational Only Hourly Rate Total Hours PRICE One-Time Software License Fees ONLY (if applicable) - Not annual subscription fees $ - Training Fees $ 185 420.00 $ 77,700 Project Management $ 185 2,552.00 $ 472,120 Installation/Implementation Fees $ 185 $ 1,175,860 Modifications/Enhancements Estimates (see Appendix J) $ 185 $ - Interface Development Estimates (see Appendix H) $ 185 $ 172,420 Conversion Assistance (see Appendix I) $ 185 $ 351,500 Report & Inquiry Development $ 185 480.00 $ 88,800 Other (please list as needed) $ - - $ - Vendor Hosted Annual Recurring Costs PRICE Recurring Annual Maintenance/Subscription Fees $ 321,264.00 N/A Installation (if applicable) N/A Hardware/System Software (estimates, if applicable) $ $ Packet Page. 1383 Annual Maintenance/Support - Interfaces $ 128,900.00 Hardware/System Software (estimates, if applicable) $ - $ 450,164.00 PDF Page 157 of 164 G-2 - Cloud-Host Project Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 9 Packet Page. 1384 Appendix G2 Cloud/Hosted PROJECT COST ESTIMATES Detailed Software Subscription Pricing and Information Vendor's Module Name One-time Subscription Costs Implementation Services Training Services Annual Recurring Costs Total Hours Total Visits Total Implementation Services Costs Total Hours Total Visits Total Training Costs (Please List Applications/Modules - Add Rows as Necessary) Land Management System $ 321,264.00 Planning Projects Permitting Online Portal Inspections Cashiering Code Enforcement Request Management Business Licensing Parcel / Address Management GIS Viewer/Portal Mobile Inspections and Code Enforcement Other Ad Hoc Reporting Interactive Voice Response (IVR) Electronic Plan Submittal and Review UAT Go Live Sub-Totals $ - 5,356.00 - $ 1,175,860 420.00 - $ 77,700 $ 350,043 NOTES 1) Indicate how license fees are calculated (e.g., concurrent users, user ID's, processor size, etc.). Provide number of user licenses if applicable, and additional user license cost if required. 2) Please describe additional future license fees if applicable (e.g., change in users, processor size, etc.). 3) Please provide a five-year initial term for your vendor-hosted service. 4) Optional pricing for above one time costs should be clearly identified (e.g., different project management service levels). 5) Describe number of days/hours included with project management AND training costs above. 6) Describe in detail what is included with conversion estimates. 7) Describe how travel and related expense estimates were calculated. 8) Describe additional costs required for optional applications (e.g., hardware, training, project management, etc.) 9) Clearly indicate third party software. PDF Page 158 of 164 G-2 - Cloud-Host Project Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 10 Packet Page. 1385 Appendix G2 Cloud/Hosted PROJECT COST ESTIMATES 10) Please attach server sizing/configuration documentation. PDF Page 159 of 164 G-2 - Cloud-Host Project Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 11 Packet Page. 1386 Appendix H Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real-time) Integration Type (Import or Export) Vendor Comments/ Suggestions Cost Estimate (Low) Cost Estimate (High) Annual Support Costs (If Applicable) Please provide both low and high estimated cost Land Management Cashiering & Online Payments Cash receipts should validate permit number, account number, fees, penalty amounts, and update customer balance. Customer Internet Payments Online payments with provider "All Paid" Customer Over the Counter Payments In person payments Enterprise Financial System Provide the automatic generation of journal entries to the general ledger, ensuring auto updates to the accounts receivable and accounts payable accounts. Electronic Plan Submittals Ability to receive plan submittals electronically through the Agency's website. Contractor Information Ability to extract contractor information from the state licenses board and populate fields in permit modules contractor database. Inspections (including mobile) Ability to integrate with an interactive voice response system for inspection scheduling, status updates, and payments. Others Email Integration Ability to send emails from system utilizing standard SMTP protocols. Single Sign-On / Active Directory Support of Single-Sign-On and Active Directory. Ad Hoc Third-Pary Report Writers Ability to integrate with third party report writers. SQL Server Reporting Services Integrate SSRS Reporting Services into the Application for documents and statistical reporting needs. Agenda Software System should integrate with PrimeGov to generate agendas. Electronic Content Management System System must integrate with Laserfiche. Electronic Document Signatures Integrate electronic signatures with DocuSign and Adobe Sign. GIS & GIS Mapping (ESRI ArcGIS) Ability to interface with GIS mapping products that support Esri formats. GIS - View GIS Data Query, view, and interact with GIS data within the application. Packet Page. 1387 GIS - Auto Sync GIS Changes Automatically synchronize any changes from GIS with the system. GIS - Secure Service Support Consume data through secured services. GIS - Feature Services Consume and edit GIS data through Feature Services. Two-Factor Authentication (2FA) Support Two-Factor Authentication (2FA). PDF Page 160 of 164 Packet Page. 1388 Appendix H Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real-time) Integration Type (Import or Export) Vendor Comments/ Suggestions Cost Estimate (Low) Cost Estimate (High) Annual Support Costs (If Applicable) Rest API Provide a REST API interface to facilitate querying data and integration. http://developer.accela.com/ Symbium Integration with solar application solution. PDF Page 161 of 164 Packet Page. 1389 Appendix I Conversions Description Number of Records (Estimated) No. of Years Of Data Type of Data Conversion (Electronic, Manual, N/A) Existing Software Product Comments Cost Estimate (Low) Cost Estimate (High) Software Application Version Database Packet Page. 1390 PDF Page 162 of 164 Packet Page. 1391 PDF Page 163 of 164 Packet Page. 1392 Appendix J MODIFICATON COSTS Modifications (please list as needed) Low Estimate High Estimate Vendor Comments/ Sug If you have included a modification in Appendix A, please provide both low and high estimated costs for those Not applicable modifications PDF Page 164 of 164 J - Modification Costs San Bernardino LMS - RFP - Appendix B-J.xlsx Page 16 $ - $ - Packet Page. 1393 9110 Alcosta Blvd, Suite H #3030 San Ramon, CA, 94583 Proposed by: Arielle Mallen Contact Phone: +1 7326006638 Contact Email: amallen@accela.com Quote ID: Q-34621 Valid Through: 12/31/2024 Currency: USD __________________________________________________________________________________________________________________________________________ Order Form Address Information Bill To:Ship To: City of San Bernardino City of San Bernardino 300 North D. Street - 4th Floor San Bernardino, California 92418 United States 300 North D. Street - 4th Floor San Bernardino, California 92418 United States Billing Name: Rolland Kornblau Billing Phone: 909-384-5947 x3017 Billing Email: kornblau_ro@sbcity.org ____________________________________________________________________________________________________________________________________________________________ Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 1 12/1/2024 11/30/2025 12 $1,150.00 160 $184,000.00 > Accela Building - SaaS Year 1 12/1/2024 11/30/2025 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 1 12/1/2024 11/30/2025 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 1 12/1/2024 11/30/2025 12 $0.00 1 $0.00 TOTAL:$184,000.00 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 2 12/1/2025 11/30/2026 12 $1,600.00 160 $256,000.00 > Accela Building - SaaS Year 2 12/1/2025 11/30/2026 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 2 12/1/2025 11/30/2026 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 2 12/1/2025 11/30/2026 12 $33,280.00 1 $33,280.00 TOTAL:$289,280.00 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 3 12/1/2026 11/30/2027 12 $1,680.00 160 $268,800.00 > Accela Building - SaaS Year 3 12/1/2026 11/30/2027 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 3 12/1/2026 11/30/2027 12 $0.00 160 $0.00 Quote Number:Q-34621-1 Print Date:10/15/2024 Page 1 of 4 Packet Page. 1394 Services Year Start Date End Date Term (Months) Price Qty Net Total Enhanced Reporting Database (ERD) Year 3 12/1/2026 11/30/2027 12 $34,944.00 1 $34,944.00 TOTAL:$303,744.00 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 4 12/1/2027 11/30/2028 12 $1,764.00 160 $282,240.00 > Accela Building - SaaS Year 4 12/1/2027 11/30/2028 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 4 12/1/2027 11/30/2028 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 4 12/1/2027 11/30/2028 12 $36,691.20 1 $36,691.20 TOTAL:$318,931.20 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 5 12/1/2028 11/30/2029 12 $1,852.20 160 $296,352.00 > Accela Building - SaaS Year 5 12/1/2028 11/30/2029 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 5 12/1/2028 11/30/2029 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 5 12/1/2028 11/30/2029 12 $38,525.76 1 $38,525.76 TOTAL:$334,877.76 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 6 12/1/2029 11/30/2030 12 $1,944.81 160 $311,169.60 > Accela Building - SaaS Year 6 12/1/2029 11/30/2030 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 6 12/1/2029 11/30/2030 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 6 12/1/2029 11/30/2030 12 $40,452.05 1 $40,452.05 TOTAL:$351,621.65 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 7 12/1/2030 11/30/2031 12 $2,042.05 160 $326,728.08 > Accela Building - SaaS Year 7 12/1/2030 11/30/2031 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 7 12/1/2030 11/30/2031 12 $0.00 160 $0.00 Enhanced Reporting Database (ERD) Year 7 12/1/2030 11/30/2031 12 $42,474.65 1 $42,474.65 TOTAL:$369,202.73 Quote Number:Q-34621-1 Print Date:10/15/2024 Page 2 of 4 Packet Page. 1395 Pricing Summary Period Net Total Year 1 $ 184,000.00 Year 2 $ 289,280.00 Year 3 $ 303,744.00 Year 4 $ 318,931.20 Year 5 $ 334,877.76 Year 6 $ 351,621.65 Year 7 $ 369,202.73 Total $ 2,151,657.34 Additional Terms: 1.No additional or conflicting terms or conditions stated in Customer’s order documentation, including purchase orders, will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions will be null. 2.This Order Form, including any OnPrem Licenses, Maintenance and Support, and Subscription Services, Enhanced Reporting Database and Managed Application Services will be governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired, do not apply or have otherwise been terminated, the following terms at https://www.accela.com/terms/ will govern as applicable, based on the Customer’s purchase. 3.All Software Licenses, Maintenance, and Subscription purchases are non-cancelable and non-refundable. 4.If Customer has a prior agreement with Accela, and this purchase is co-terming with that prior agreement, if the start date on this Order Form is before the actual delivery date of the purchase, Accela may pro-rate this purchase so that it can co-term with the prior agreement. 5.If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the products and provided that the total term length does not change. 6.Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product and services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check payment. 7.Enhanced Reporting Database pricing is based on a percentage of Customers SaaS Annual Contract Value if applicable. As SaaS Annual Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted accordingly at contract renewal. 8.The prepayment amount for years 1 and 2 of the order is $473,280. Years 3 through 7 will be billed annually thereafter. Quote Number:Q-34621-1 Print Date:10/15/2024 Page 3 of 4 Packet Page. 1396 Signatures Accela, Inc. Customer Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Quote Number:Q-34621-1 Print Date:10/15/2024 Page 4 of 4 Michael E Gigliello 10/24/2024 Controller Packet Page. 1397 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 1 of 7 Gray Quarter Hosted Services Terms Please read these Hosted Services Terms (these “Terms”) carefully. These Terms, policies referenced in these Terms, and all Orders (as defined below) issued in hereunder (collectively, the “Agreement”) is between Gray Quarter Inc. (“Gray Quarter”) and the entity identified in an Order (“Customer”). The Agreement is effective as of the effective date listed in the first Order and governs Customer’s use of Gray Quarter’s Hosted Services (as defined below). CHANGES TO TERMS. Gray Quarter may make modifications, deletions, and additions to these Terms or any policy referenced in these Terms (“Changes”) from time to time. Changes will be posted here or at the applicable policy site. Customer should regularly check for the most recent version of these Terms and its policies and save the most up-to-date version of these Terms and its policies in Customer’s files. When Changes are made, Gray Quarter will indicate the effective date of such changes at the top of these Terms or the applicable policy site. If Customer continues to use the Services after the effective date of any Changes, then Customer agrees to the revised terms and conditions. In some instances, Gray Quarter may notify Customer of a Change, and may request express confirmation of Customer’s consent to a Change. If a Change requires a specific notice pursuant to applicable law, Gray Quarter will provide Customer with such notice in the manner prescribed by applicable law. It is Customer’s responsibility to regularly review these Terms. No terms contained in any purchase order or ordering document or other written communication from Customer or its agent will in any way modify the Agreement, any such terms being expressly disclaimed by Gray Quarter. 1.Definitions. 1.1.“Content” means, in whole or part, the information, documents, software, products and services, including copies, modifications and derivatives of the foregoing, and all related Intellectual Property Rights of the foregoing. 1.2.“Customer Data” means any Data provided by Customer to the Hosted Services. 1.3.“Data” means any data, information or material as provided or made available by Gray Quarter or Customer in connection with the Agreement. 1.4.“Gray Quarter Technology” means all Gray Quarter proprietary technology made available to Customer in providing the Hosted Services, including the software components provided for install on Customer infrastructure, if any. 1.5.“Hosted Services” means Gray Quarter's software services being granted access to under the Agreement for the benefit of Customer. Gray Quarter may perform certain aspects of the Hosted Services, such as service administration and application management support, as well as other services from locations and through use of subcontractors worldwide. 1.6.“Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and derivatives, as well as other forms of protection of a similar nature. 1.7.“Personally Identifiable Information” means any data, information, or material provided by Customer's consumers, patrons, and clients, whether or not they use Hosted Services (collectively, “Customer’s Customers”) to Customer that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. 1.8.“Quote” or “Order” means that Gray Quarter-issued document that specifies the Gray Quarter Technology ordered by Customer and includes information related to pricing and duration of access to the Hosted Services. Packet Page. 1398 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 2 of 7 1.9.“Support Level Agreement” means Gray Quarter's standard policy for providing Hosted Services that may be found on Gray Quarter's website at www.grayquarter.com. Any updated Service Level Agreement as posted may be amended from time to time in Gray Quarter's sole discretion in accordance with the change of terms provision listed above. 2.License Grant and Restrictions. 2.1.Gray Quarter grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Hosted Services and related Gray Quarter Technology, solely for its own internal business purposes, subject to the terms and conditions of the Agreement in addition to the extent of authorizations acquired by Customer as specified in the Quote. 2.2.Customer agrees not to: (a) license, sublicense, sell, resell, lease, rent, transfer, assign, distribute or otherwise make available to any third party the Hosted Services or any Gray Quarter Technology; (b) copy, distribute, modify, or make derivative works based upon the Hosted Services or any Gray Quarter Technology; (c) reverse engineer, decompile, or attempt to obtain the source code or algorithms of any of the Hosted Services or any Gray Quarter Technology; (d) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Hosted Services or Gray Quarter Technology; (e) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Hosted Services or Gray Quarter Technology; (f) interfere with or disrupt the integrity or performance of the Hosted Services or Gray Quarter Technology; (g) attempt to gain unauthorized access to the Gray Quarter Technology or Hosted Services or its systems or networks; (h) make any attempt to circumvent the technological measures that control access to or use of the Hosted Services or Gray Quarter Technology; or (i) use the Hosted Services or Gray Quarter Technology in violation of applicable law. 2.3.Unless otherwise agreed by Gray Quarter, Customer agrees to utilize the Hosted Services and Gray Quarter Technology only for its internal business purposes and will not act as a contracted service bureau or type of commercial application service provider that allows for third party access to the Hosted Services in exchange for a fee or profit or even on an unpaid basis. 3.Customer Responsibilities. Customer is responsible for all activity occurring under Customer's use of Hosted Services and will abide by all applicable laws, treaties, and regulations in connection with its use of the Hosted Services. Customer agrees to: (a) be responsible for the use of the Hosted Services in compliance with the Agreement by all to whom Customer has given access; (b) promptly notify Gray Quarter of any known or suspected unauthorized use of Hosted Services or any other breach of security of the Hosted Services; and (c) cooperate with Gray Quarter's investigation of outages, technical issues, security problems, unauthorized use of the Hosted Services, or any suspected breach of the Agreement, or any applicable law, court order, rule or regulation, (d) provide sufficient access to the applicable portions of the Accela System used by Customer so that interfacing can occur. 4.Gray Quarter Responsibilities. Gray Quarter agrees to provide Customer access to its Hosted Services and Gray Quarter Technology during the term and per the terms and conditions of the Agreement. In its sole discretion, Gray Quarter may make changes to or update the Hosted Services and/or Gray Quarter Technology, such as infrastructure, security, technical configurations, application features, and the like, to reflect changes in, among other things laws, regulations, rules, technology, industry practices, patterns of system use and availability, and security. Gray Quarter will make its best efforts to not materially reduce the level of performance, functionality, security, or availability of the Hosted Services during the applicable term under the Agreement. Gray Quarter will take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches of the Hosted Services. 5.Availability and Support. Service administration and technical support for the Hosted Services will be set forth in Gray Quarter's Support Level Agreement. 6.Use of the Internet. Customer acknowledges and agrees that the internet, and communications over it, may not be absolutely secure and connecting to the internet provides the opportunity for unauthorized access to computer Packet Page. 1399 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 3 of 7 systems, networks, and all data stored therein. Data transmitted through the internet or stored on any equipment through which data is transmitted may not remain confidential and Gray Quarter does not make any representation or warranty regarding the privacy, security, authenticity, or non-corruption or destruction of any such Data. Use of the internet is at Customer's own risk. 7.Privacy Policy, Customer Data, and Personally Identifiable Information. 7.1.Gray Quarter is concerned with the security of the data it will collect while providing Hosted Services to Customer and will utilize commercially reasonable protocols to prevent unauthorized access to that information. Such protocols include policies, procedures, employee training, physical access and technical essentials relating to data access controls. In addition, Gray Quarter uses standard security protocols to facilitate the exchange and the transmission of data. Gray Quarter does not process data in a way that is incompatible with the purposes for which it has been collected or subsequently authorized. 7.2.If Customer Data is, or is reasonably believed to have been, acquired by unauthorized person(s), Gray Quarter will use its best efforts and commercially reasonable procedures to determine the scope of the breach and to ensure or restore the integrity of the Hosted Services. In the event of a breach, Gray Quarter will promptly notify Customer of the breach. Gray Quarter may delay notification if Gray Quarter or a law enforcement agency reasonably determines that the notification will impede a criminal investigation. In such a case, notification will not be provided until Gray Quarter or the law enforcement agency reasonably determines that notification will not compromise the investigation. 7.3.Gray Quarter does not own any Customer Data or Personally Identifiable Information. Customer Data is Customer's proprietary and confidential information and will not be accessed, used, or disclosed by Gray Quarter except for the limited purpose of: (a) supporting Customer's use of the Hosted Services; (b) improve or enhance the Hosted Services and Gray Quarter Technology; (c) monitor Customer's use of the Hosted Services; (d) enforcement of the Agreement; and (e) share with any of Gray Quarter's affiliates, third party service providers and subcontractors who need to know such information in order to provide the Hosted Services to Customer. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership to use the Customer Data. Gray Quarter makes no other warranty or representation regarding the security of Customer Data. Furthermore, except as to Gray Quarter's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Customer Data by unauthorized persons. Notwithstanding the foregoing, Customer shall not be responsible for any such damage or loss to the extent caused by Gray Quarter’s gross negligence, willful misconduct, or violation of applicable law. 7.4.Personally Identifiable Information is Customer’s proprietary and confidential information. Although Gray Quarter is capable of accommodating the secure access, use, and processing of Personally Identifiable Information, no Personally Identifiable Information will be accessed, used, processed, or disclosed by Gray Quarter in supporting Customer's use of the Hosted Services. Customer has the sole responsibility for the accuracy, legality, reliability, and protection and fortification and safety of Personally Identifiable Information of Customer's clients. Gray Quarter makes no other warranty or representation regarding the security of Personally Identifiable Information. Furthermore, except as to Gray Quarter's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Personally Identifiable Information by unauthorized persons. Notwithstanding the foregoing, Customer shall not be responsible for any such damage or loss to the extent caused by Gray Quarter’s gross negligence, willful misconduct, or violation of applicable law. 7.5.Gray Quarter reserves the right in its unfettered discretion to modify or change its Privacy Policy to adhere to standards and custom within the industry and as may be required by law. Any posting of an updated Privacy Policy may be found on Gray Quarter's website (“Privacy Policy”). Any updated Service Level Agreement as posted may be amended from time to time in Gray Quarter's sole discretion without notice to Customer. Gray Quarter shall promptly notify Customer of any amendment to its Privacy Policy or Service Level Agreement. 8.Intellectual Property Ownership. Packet Page. 1400 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 4 of 7 8.1.Gray Quarter, its licensors or third-party service provider, as applicable, owns all right, title, and interest, in and to the Gray Quarter Technology, Content, and the Hosted Services, including all Intellectual Property Rights in the foregoing, and all will remain the exclusive property of Gray Quarter or its licensors or third-party service providers. Packet Page. 1401 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 5 of 7 8.2.This Agreement is not a sale and does not convey any rights of ownership in the Gray Quarter Technology, Content, or Hosted Services. Customer acknowledges and agrees that any enhancements or modifications to the Hosted Services based upon Customer's requests, recommendations, or other feedback, are and will remain the exclusive property of Gray Quarter and/or its licensors or third-part service providers. This ownership is protected not only by the laws of the State of California but also by the laws United States and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of the Agreement, Customer agrees to use reasonable means to protect the Gray Quarter Technology, Content, and the Hosted Services from unauthorized use, reproduction, distribution, or publication. Gray Quarter reserves all rights not specifically granted in the Agreement. Gray Quarter reserves the right to improve or make changes in its offerings of the Gray Quarter Technology, Content, and the Hosted Services at any time. 9.Fees, Billing, and Payment. 9.1.Fees and Payment. Customer will pay Gray Quarter all fess specified in the Quote. All fees are payable and due as designated in the Quote; however, if the Quote is silent on the timing of payments, Customer agrees to pay all fees within forty five 45 days from the date of the invoice sent by Gray Quarter. Unless otherwise stated in the Quote and to the extent permitted by applicable law, once due, all fees are non-cancellable and non-refundable. With the exception of Disputed Charges, Customer will pay all fees and reasonable reimbursable expenses in full, without any setoff, recoupment, counterclaim, deduction, or withholding for any reason. 9.2.Taxes. Fees on the Quote may not include sales, use, value added or other excise tax. Customer will pay or reimburse Gray Quarter (the latter if paid by Gray Quarter for the benefit of Customer) for all such taxes based upon the Agreement or fees payable under the Agreement (except for taxes based upon Gray Quarter's gross revenues or net income), together with any interest on such taxes that is not due to Gray Quarter's delay. 9.3.Late Charges. In addition to any other remedy available to Gray Quarter for late payments, Customer will be obligated to pay Gray Quarter interest for fees and charges not paid within sixty (60) days after the invoice date. If Customer elects to discontinue the Services and does not pay the outstanding fees and charges in full within ninety (90) days of such election, Customer will continue to be charged interest until the balance is paid in full. Customer will be responsible for any costs, including attorney’s fees, incurred by Gray Quarter in collecting any past due amounts. Interest shall not exceed 1% and be agreed upon by the Customer and Gray Quarter. 9.4.Disputed Charges. Customer may not withhold payment of any invoice based on any dispute other than based on clear error on the face of the invoice, such as a calculation error. Payment by Customer will not preclude Customer from questioning any charges that Customer believes are improper or incorrect, within thirty (30) days after the invoice date. If Customer disputes any charge on a given invoice, Customer will pay all non-disputed charges and document the disputed charges in writing to Gray Quarter. Customer will notify Gray Quarter in writing, no later than thirty (30) days after the invoice date, of any questions or issues relating to items billed on an invoice or all fees and charges will stand. 10.Term and Termination. 10.1.Term. Gray Quarter’s obligations to provide the Gray Quarter Technology and Hosted Services to Customer under the Agreement will commence on the date the Hosted Services are made available for access to Customer and will continue for the period specified in the Quote unless earlier suspended or terminated in accordance with these Terms. 10.2.Renewal. Customer’s access to the Hosted Services and Gray Quarter Technology will automatically renew at the end of the then-current term for additional one-year periods (12 months in each period) unless either party notifies the other party in writing at least thirty (30) days prior to the renewal date of its intention not to renew. The pricing during any Renewal Term will be the same as that during the prior Term unless Gray Quarter has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior Term, in Packet Page. 1402 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 6 of 7 which case the pricing increase will be effective upon Renewal Term. Any such pricing increase will not exceed five percent (5 percent) of the pricing for the relevant Hosted Services in the immediately prior Term unless the pricing in such prior Term was designated in the relevant Quote as promotional or one-time. 10.3.Termination. Customer may terminate the Agreement for any reason with sixty (60) days’ advance written notice to Gray Quarter. Moreover, Customer may terminate the Agreement for cause with thirty (30) days’ advance written notice to Gray Quarter. Gray Quarter reserves the right to terminate the Agreement without cause, effective as of the end of the then-current Term by thirty (30) days advance written notice. Any breach of Customer's payment obligations or unauthorized use of the Hosted Services will be deemed a material breach of the Agreement. Gray Quarter may terminate the Agreement, Customer account, or Customer's use of the Hosted Services if Customer commits a material breach of the Agreement or otherwise fails to comply with the Agreement, and such breach has not been cured within thirty (30) days after written notice of such breach. 10.4.Effect of Termination. Upon any termination or expiration of the Agreement, Customer will remove all Gray Quarter Technology that is enable within Customer infrastructure, if any. 11.Representations and Warranties. 11.1.By Gray Quarter. Gray Quarter represents and warrants that: (a) it will provide the Hosted Services in a manner consistent with general industry standards and as noted in the Support Level Agreement; (b) the Hosted Services will perform substantially in accordance with the provided documentation to Customer, if any; (c) it will use all commercially reasonable efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession; and (e) to the best of Gray Quarter's knowledge, information, and belief, provision by Gray Quarter and use by Customer of the Hosted Services provided under the Agreement does not infringe upon any intellectual property right of any third party. 11.2.By Customer. Customer represents and warrants that: (a) it will be solely responsible with regard to the quality or completeness of any Customer Data; (b) it, at its own expense, will be solely responsible for establishing, operating and maintaining Customer's connection to the internet in order to interface with the Hosted Services, including but not limited to, procuring, configuring, operating and maintaining all computer hardware and software, including communications equipment, databases, electronic systems, networks, and web browsers, and modems and access lines, including Accela Systems, necessary for such connection and interface; and (c) it will use reasonable best efforts to ensure compliance with the above restrictions, noted in paragraph 2, and all other paragraphs of the Agreement. 12.Indemnification. 12.1.Customer will indemnify, defend and hold Gray Quarter, and each of Gray Quarter's affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that access to or use of the Customer Data infringes the Intellectual Property Rights or violates any rights of confidentiality of a third party; (b) a breach of security caused by Customer or its agents or unauthorized use of the Hosted Services by Customer or its agents which results in unauthorized third party access to Customer Data or Personally Identifiable Information; (c) the gross negligence or willful misconduct of Customer; and (d) a knowing violation of applicable law by Customer. To be entitled to the benefit of this indemnity, Gray Quarter will (i) promptly give Customer written notice of the claim; (ii) provide Customer all available information and reasonable assistance in the defense and settlement of such claim; and (iii) in the case of infringement claims, at Customer’s election and with Gray Quarter’s consent (not to be unreasonably withheld), give Customer the sole defense and settlement of the claim. 12.2.Gray Quarter will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that the Hosted Services or any Gray Quarter Technology directly infringes an Intellectual Property Right of a third party; (b) a breach of security caused by Gray Quarter or its agents which results in unauthorized third party access to Customer Data or Personally Identifiable Information; (c) the gross negligence or willful misconduct of Packet Page. 1403 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 7 of 7 Gray Quarter; and (d) a knowing violation of applicable law by Gray Quarter. To be entitled to the benefit of this indemnity, Customer will (i) promptly give Gray Quarter written notice of the claim; (ii) provide Gray Quarter all available information and reasonable assistance in the defense and settlement of such claim; and (iii) in the case of infringement claims, at Gray Quarter’s election and with Customer’s consent (not to be unreasonably withheld), give Gray Quarter the sole defense and settlement of the claim. These indemnity obligations apply in respect of the Subscription Services and Gray Quarter, Inc only, and are not applicable to any third party technologies or other service work performed by Gray Quarter on behalf of Customer. Packet Page. 1404 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 8 of 7 13.Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT ARE GRAY QUARTER'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, GRAY QUARTER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SUBSCRIPTION SERVICES OR GRAY QUARTER TECHNOLOGY, AND ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SUBSCRIPTION SERVICES OR THAT CUSTOMER DATA OR PERSONALLY IDENTIFIABLE INFORMATION WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. GRAY QUARTER DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER DATA. 14.Limitations of Liability. 14.1.EXCEPT FOR CLAIMS FOR DAMAGES OR LOSSES CAUSED BY THE OWING PARTY’S BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, KNOWING VIOLATION OF APPLICABLE LAWS OR GROSS NEGLIGENCE, OR ARISING OUT OF BODILY INJURY, DEATH OR, DAMAGE TO PHYSICAL PROPERTY, (“EXPECTED CLAIMS”) EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR SUBSCRIPTION SERVICES UNDER THE APPLICABLE ORDER IN THE EIGHTEEN (18) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR EXCEPTED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (1) FIVE HUNDRED THOUSAND DOLLARS OR (2) THREE TIMES (3X) THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR SUBSCRIPTION SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EACH PARTY WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM THE SUBSCRIPTION SERVICES. THIS LIMITATION OF LIABILITY INCLUDES EACH PARTY’S AFFILIATES AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. 14.2.NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, EACH PARTY WILL NOT BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EACH PARTY BE LIABLE TO THE OTHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR LOSS OR DAMAGE ARISING OUT OF THE AGREEMENT, LOST PROFITS, OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF, OR ANY FAILURE OR DELAY IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15.General. 15.1.Governing Law, Jurisdiction and Venue. The Agreement and any related actions will be governed by laws of the state of California, without regard to the choice or conflicts of law provisions of any jurisdiction. All disputes, claims, or actions (whether in contract, tort, or other legal theory) arising under, out of, or in any way connected with the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the County of San Bernardino, California and both parties waive any objection to jurisdiction and venue in such courts. Both parties consent to the jurisdiction of such courts and waive any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise. 15.2.Assignment. Neither party may assign its rights or obligations under the Agreement without the prior written consent of the other party. Any purported assignment in violation of this section will be void. 15.3.Force Majeure. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, Packet Page. 1405 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 9 of 7 governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes, except financial, beyond the party’s reasonable control, then such party’s performance will be excused for a period equal to the period of the cause for failure to perform as long as the party gives the other party notice within fifteen (15) calendar days. Packet Page. 1406 Gray Quarter Hosted Services Terms CONFIDENTIAL Page 10 of days after the event causing the failure. the Agreement 15.4.Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid. 15.5.Entire Agreement. The Agreement compromises the entire agreement between Customer and Gray Quarter and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter hereof. 15.6.Notice. Any notice to be given by Customer will be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed to Gray Quarter, Inc., 8575 Morro Rd, Atascadero, CA 93422. Any notice to be given by Gray Quarter will be deemed to have been duly given if in writing and delivered personally or mailed by first class, registered, or certified mail, postage prepaid and addressed to City of San Bernardino, 290 North D Street, San Bernardino, CA 92401. 15.7.Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Customer and Gray Quarter because of the Agreement. 15.8.Waiver. No delay or failure by either party to exercise any right or power under the Agreement will constitute a waiver of that right. A waiver by either party or breach of any of the covenants, conditions, or agreements to be performed by a party will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement. No change, waiver, or discharge will be valid unless in writing and signed by the waiving party. GRAY QUARTER GRAY QUARTER, INC. By: ___________ Name: Brian Weber Title: Chief Revenue Officer Date: 10/28/24 City of San Bernardino, CA City of San Bernardino, CA By: ______________________ Name: Title: Date: Packet Page. 1407 HOSTED SERVICE - SUPPORT LEVEL AGREEMENT This document is incorporated by reference into the Subscription Agreement for Software as a Service entered into between Gray Quarter, Inc. ("Gray Quarter") and Customer. Hosted Service monitoring occurs twenty-four (24) hours per day, seven (7) days per week, and three-hundred sixty-five (365) days per year. Gray Quarter will use its best efforts and commercially reasonable standards to meet a target availability service level of ninety-nine and one-half percent (99.50%) for Hosted Service (in production environment) of the term noted in the Subscription Agreement for Software as a Service. In the event technical support is required by Customer regarding Hosted Service, Gray Quarter will provide support to Customer (“Technical Support”) for Hosted Service during Gray Quarter's normal business hours defined as Monday through Friday, 8:00 a.m. to 5:00 p.m. Pacific Standard Time. After hours support for critical issues that cannot wait to be requested and addressed until the next business day may be provided through the Gray Quarter After Hours Technical Support phone number (925) 236 0070, or via email at: support@grayquarter.com Customer may make Technical Support requests by contacting Gray Quarter electronically or telephoning Gray Quarter’s Technical Support staff. Customer will provide the requestor’s name, Customer name (organization/entity), and a detailed description of the issue. The Technical Support staff shall assign to the request the Problem Severity Level as determined by Gray Quarter. Customer must provide Gray Quarter with the contact information for employees who will be available outside of Customer’s normal business hours, if any, should Technical Support be provided during that time. Gray Quarter will use its best efforts and commercially reasonable standards and protocol to respond to Customer’s support problems within twenty- four (24) hours from Customer's initial Technical Support request. If, during the Technical Support request, Gray Quarter determines within its sole discretion that the Technical Support request warrants a higher or lower priority level response, the Technical Support request will be upgraded or downgraded to the priority level that most appropriately reflects the issues experienced by Customer with Hosted Service. Gray Quarter may use commercially reasonable efforts to resolve each significant issue by providing a Workaround, a code patch or a specific action plan for how Gray Quarter will address the issue for the benefit of Customer. “Workaround” means a change in the procedures followed or that Customer supplies to avoid a problem in the environment of Hosted Service without substantially impairing Customer’s use of the Hosted Service. A Workaround may be either temporary or permanent in nature. Service fees may apply to any requests outside of normal support services. These services will be provided on a time and material basis at Gray Quarter’s then-current hourly rate. For new releases of the Hosted Service, Customer and Gray Quarter will work together to define upgrade requirements and protocols and timelines so that Customer realizes little downtime to Hosted service while the environment and customizations to the new version of Hosted Service are being implemented. If downtime is identified as greater than the defined SLA, Gray Quarter shall offer daily credit for each day identified as in breach of SLA towards future renewals if requested by customer and downtime is directly attributed to a fault by Gray Quarter in providing access to the hosted service. The credit shall be computed as ((days in breach) / 365) * (amount of renewal). Notwithstanding anything to the contrary in this Policy or in the Subscription Agreement for Software as a Service or any Quote or SOW, in no event, with respect to the Hosted Service, shall any service unavailability or failure to meet any service availability objectives or parameters under this Policy be deemed to be or constitute a breach by Gray Quarter of this Policy, the Subscription Agreement for Software as a Service, or Quote or SOW. Customer’s right to terminate provided in the Subscription Agreement for Software as a Service shall be Customer’s sole and exclusive remedy at law or in equity on account of any failure to meet any service availability objectives or parameters set forth in this Policy. Packet Page. 1408 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 1 of 10 ePermitHub Subscription Software & Services Agreement This Subscription Software & Services Agreement (this “Agreement”) will be effective as of the date of last signature below (“Effective Date”) and is entered into by and between PermitRocket Software LLC dba ePermitHub (“Company”) and the undersigned counterparty (“Customer”). This Agreement includes and incorporates the terms and conditions below, the Schedules attached hereto, any Company terms that are expressly referenced herein or that reference this Agreement, and all Order Forms and Statements of Work issued hereunder. Company and Customer are each referred to herein as a “Party” and collectively as the “Parties”. The parties acknowledge and agree that Gray Quarter, Inc (“Reseller”) acts on Company’s behalf as its reseller; accordingly, in respect of payment terms, Reseller will replace references to Company and/or Customer, as necessary within the context of the purchase and sale through Reseller. Reseller does not in any way act as Company’s agent in respect of the subject matter of this Agreement Unless Company is notified in advance and affirms such provisions, no terms contained in a purchase order or other communication by or between Reseller or Customer will in any way modify this Agreement, any such terms being expressly disclaimed by Company. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their undersigned authorized representatives and intend to be legal bound by these terms as of the Effective Date. City of San Bernardino, CA PERMITROCKET SOFTWARE LLC By:By: Name:Rochelle Clayton Name: Title:City Manager Title: Date:Date: Address:290 North D Street, 3rd Floor San Bernardino, CA 92401 Address:11767 S Dixie Hwy. #295, Miami, FL 33156 ATTACHMENTS Schedule 1 - ePermitHub Support Terms Schedule 2 - Customer Terms (if any) Schedule 3 - ePermitHub Service Level Addendum TERMS & CONDITIONS 1. Services. 1.1. Subscription Services. Subject to the terms and conditions of this Agreement, Company will make its software-as-service technologies, together with related Software and documentation (collectively “Subscription Services”) available to Customer and will provide technical support (“Support”) for the Subscription Services as set out in Schedule 1 (Support Terms). “Software” means Company’s proprietary software that may be cloud-hosted by Company or used by Customer “on premise”. “Services”, means the Subscription Services together with Support and any Professional Services (as defined below). 1.2. Hosting. The Subscription Services (including Software, as applicable) will be hosted by Company at a physically secure, commercial third-party hosting facility. Company will be responsible for maintaining standards at such facility and for implementing industry standard network security measures to minimize the likelihood of unanticipated interruptions to the Subscription Services. With respect to any Software that is provided to Customer for use “on premise”: (a) Company hereby grants Customer a non-exclusive, non- transferable, non-sublicensable, royalty-free license to use such Software during the Term only in connection with Customer’s use of the Subscription Services; (b) Customer may download the Software onto its systems or devices; and (c) Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Packet Page. 1409 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 2 of 10 Software and Subscription Services, including modems, hardware, servers, software, operating systems, networking, and web servers. 1.3. Professional Services. Company may provide certain implementation and deployment, consulting, and/or other professional services (“Professional Services”) in connection with the Subscription Services. Professional Services may be detailed in one or more statements issued to Customer (each a “Statement of Work”) and/or governed by other terms and conditions agreed by Company in writing that reference this Agreement. Unless otherwise specified, Professional Services will be performed within Company’s standard business hours of Monday-Friday, 8AM to 8PM Easter Time (“Business Hours”). 1.4. Service Level Commitment. Company will use commercially reasonable efforts to make the Subscription Services available to Customer in accordance with the Service Level Addendum (“SLA”) attached hereto. 2. Limitations; Customer Obligations. 2.1. User Accounts. Customer will designate at least one individual user to act as an “administrator” for Customer’s account. The administrator will be responsible for creating unique usernames and passwords for Customer’s end users (“Users”). Subject to Customer’s compliance with this Agreement, Customer may designate an unlimited number of Users. Customer will be responsible for maintaining the security of User accounts (including usernames, passwords and administrator details) and any other content, systems, technologies or equipment that Customer uses in connection with the Services. Customer releases Company from any liability relating to Customer’s obligations under this Section, including any unauthorized access to or use of the Subscription Services or any access to or use of Customer’s content, systems, technologies or equipment resulting therefrom. 2.2. Prohibited Use. Customer will not and will ensure that its User do not, directly or indirectly, (i) modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, create derive works from, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how, processes or algorithms relevant to the Software or Services or remove any proprietary notices or labels affixed on or delivered with the Software or Services. Although Company has no obligation to monitor Customer’s use of the Software or Services, Company may do so and may prohibit any use of the Software or Services it believes are or may be in violation of this Agreement, with notice to Company that includes a description of the actual or suspected violation. 2.3. Customer Commitments. Customer represents and warrants that Customer and its Users will use the Software and Services, including any Customer Data associated with such use, only as permitted by this Agreement and in compliance with all applicable laws and regulations. If Customer becomes aware of any threats to the confidentiality or security of the Software or Services that is or is likely to be caused by Customer, its Users or the systems, technologies or software used by them, Customer will promptly notify Company. As used herein, “Customer Data” means all non-public data, information, materials and content provided by Customer to Company or used by Customer in connection with the Services, excluding Usage Data (as defined below). 2.4. Reserved Rights. As between the parties, (a) Customer owns and retains all right, title and interest in and to the Customer Data; and (b) Company owns and retains all right, title and interest in and to (i) the Software and Services, and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Professional Services or Support, and (iii) all intellectual property rights related to any of the foregoing. No rights or licenses are granted by either Party except as expressly set forth in this Agreement. 3. Confidentiality. 3.1. General. Except to the extent required by applicable law, including, but not l imited to, the California Public Records Act (Gov. Code, § 7920.00 et seq.), the parties agree to hold each other’s Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, other than for the legitimate purposes of this Agreement, and not to disclose it to others. For purposes of this Agreement, “Confidential Information” means and will include any information, materials or knowledge that is disclosed by one party or its Affiliates (“Discloser”) to the other party or its Affiliates (“Recipient”) during the relationship contemplated by this Agreement and concerns Discloser and its business, including business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information and not using or disclosing the Confidential Information to any third party (except as necessary to perform the Services or where required by law or court order). All Confidential Information, if any, is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. 3.2. Exceptions. Confidential Information will not include any information that: (a) is or becomes publicly known through no fault of Recipient; (b) was rightfully in Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without access or reference to any information communicated to Recipient by Discloser. The Disclosing Party agrees that these obligations of confidentiality will cease to apply to any information after five (5) years following Packet Page. 1410 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 3 of 10 the Disclosing Party’s first disclosure thereof (excluding in respect of any trade secrets of Company, which will remain Company’s Confidential Information in perpetuity). 3.3. Usage Data. Notwithstanding anything to the contrary in this Agreement or otherwise, Company may collect and analyze Usage Data and will be free, during and after the Term, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose Usage Data pertaining to Customer in aggregate or other de-identified forms in connection with Company’s business. As used herein, “Usage Data” means data and other information, including derivatives thereof, relating to the provision, use and performance of the Services. 4. Fees; Payment. 4.1. Fees. Customer will pay Company (or its Reseller, as applicable) the then-applicable per unit costs and other Service fees (collectively, “Fees”) as described in one or more quotes issued by Company (or its Reseller). Details regarding the assessment of Fees for the Subscription Services are set out in one of more quotes issued by Company (or its Reseller). Company reserves the right to change the Subscription Services Fees at the end of the then-current Subscription Period and/or to institute new charges upon ninety (90) days prior notice (email being sufficient) to Customer (or Reseller, as applicable). Any Subscription Services price increase will be effective at the start of the Subscription Period immediately following Company’s notice. If Customer (or Reseller) is exempt from any taxes, Customer (or Reseller) will provide Company an appropriate certificate of exemption; otherwise, Customer (or Reseller) is responsible for all taxes associated with use of the Services (other than U.S. taxes based on Company’s net income). 4.2. Late Payments; Fee Disputes. If amounts owed to Company in respect of Customer’s use of the Services are sixty (60) or more days overdue, without limiting its other rights and remedies, Company may suspend the Subscription Services and stop performance of the Professional Services until such amounts are paid in full. If Customer (or Reseller, as applicable) reasonably believes it has been billed incorrectly, Customer (or Reseller, as applicable) must submit a dispute to Company no later than sixty (60) days after the issuance date of the affected invoice. The parties will work promptly to resolve fee disputes in good faith, and Company will adjust or issue credits for any disputes resolved in Customer’s (or Reseller’s, as applicable) favor. 5. Term and Termination. 5.1. Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with this Section (the “Term”). In respect of the Subscription Services, a quote issued to Customer by Company or Reseller, as applicable (each a “Quote”) will indicate a period for which Customer is permitted to use the Subscription Services (a “Subscription Period”). Where agreed by Customer, at the end of Customer’s first Subscription Period and each subsequent Subscription Period thereafter, Customer’s commitment to purchase Subscription Services may be renewed (each, a “Renewal”) by the issuance of a subsequent Quote that is mutually accepted by Customer and Company. A Renewal may be cancelled by one Party notifying the other Party of its intent to not renew no less than sixty (60) days prior to the Renewal. In respect of any Professional Services, Company will commence work on the date listed in the applicable Quote or Statement of Work and continue performance for the period designated therein. 5.2. Termination. In addition to any other remedies it may have, (a) either Party may terminate this Agreement (i) with thirty (30) days’ notice if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure the breach during the notice period; (ii) with thirty (30) days’ notice if the other Party becomes insolvent or if Customer de-funded or (iii) by issuing a notice not to renew (as set out in above) where no other Order Forms or Statements of Work are then in effect; and (b) Company may terminate this Agreement (i) immediately if Customer violates Section 2.2 (Prohibited Use), or (ii) with ten (10) days’ notice if Customer fails to pay Fees when due and does not rectify non-payment in the notice period. 5.3. Effect of Termination; Survival. In the event of any termination of this Agreement under this Section, (i) Company’s obligations to perform and Customer’s rights to use the Services will immediately cease; and (ii) all outstanding Fees will become immediately due and payable. If Company hosts database portions of the Software, Company will make Customer Data available to Customer for electronic retrieval via a database export for a period of ninety (90) days following Agreement termination; thereafter Company may, but is not obligated to, delete stored Customer Data. Any termination of this Agreement prior to Company’s completion of Professional Services may be subject to additional terms and conditions as set out in the applicable Order Form or Statement of Work if designated by Company. All sections of this Agreement which should, by their nature, remain applicable after termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 6. Warranties & Disclaimers. 6.1. Company will perform Professional Services with the necessary skill, knowledge and experience using generally recognized practices and standards of performance for its industry. Company will use reasonable efforts to perform the Subscription Services Packet Page. 1411 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 4 of 10 and maintain its technologies and practices in a manner that minimizes errors and interruptions. Subscription Services may be unavailable for scheduled maintenance, unscheduled emergency maintenance or due to other reasons outside of Company’s reasonable control. Company will use reasonable efforts to provide advance notice in writing (e-mail being sufficient) of any scheduled disruption of the Subscription Services. 6.2. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 7. Indemnification. 7.1. By Customer. Customer will defend, indemnify and hold Company and its officers, directors, employees and agents harmless from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees (collectively, “Losses”), arising out of or in connection with any third-party claim: (i) related to any injury, damage or loss resulting from Customer’s (or any User’s) access to or use of the Services; (ii) arising from Customer’s (or any User’s) use of the Services in violation of this Agreement or applicable law; or (iii) alleging that Customer Data infringes or misappropriates a party’s intellectual property or rights therein. 7.2. By Company. Company will defend, indemnity and hold Customer and its officers, directors, employees and agents harmless from and against any Losses arising out of a third-party claim (i) that the Software or Services infringe any United States patent or any copyright or misappropriate of any trade secret or (ii) arising from Company’s gross negligence or willful misconduct in performance of the Services. The foregoing obligations do not apply (i) with respect to portions or components of the Software or Services not supplied by Company, made in whole or in part in accordance with Customer direction or specifications, modified after delivery by Company, or combined with other processes or materials where the alleged infringement relates to such supply, use, modification or combination; (ii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iii) with respect to any use of the Software or Services in violation of this Agreement or applicable law. 7.3. Infringement Claims. If, due to a claim of infringement, the Software or Services are held by a court of competent jurisdiction to be or are reasonably believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Software or Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software or Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund for any prepaid, unused fees for the Services. The foregoing is Customer’s sole and exclusive remedy with respect to infringement claims. 7.4. Procedure. To be entitled to the benefit of a Party’s (“Indemnitor”) obligations under this Section, (i) the other Party (“Indemnitee”) must advise the Indemnitor in writing of the existence of the claim promptly upon learning of its assertion; (ii) the Indemnitee must cooperate with the Indemnitor in all reasonable aspects connected with the defense of the claim; and (iii) in the case of infringement claims, at the Indemnitor’s election and with Indemnitee’s consent (not to be unreasonably withheld), give Indemnitor the sole defense and settlement of the claim. 8. Limitations of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THE MAIN TERMS OF THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW, EACH PARTY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES DISCLAIM AND WILL HAVE NO LIABILITY WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY FOR: (A) ANY ERROR, INTERRUPTION OF USE, LOSS, INACCURACY OR CORRUPTION OF DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR BUSINESS LOSS; (C) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR COSTS OR DAMAGES; (D) ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS OF ALL OTHER CLAIMS, EXCEED THE FEES PAID TO COMPANY IN THE EIGHTEEN (18) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES OR LOSSES CAUSED BY THE OWING PARTY’S BREACHES OF CONFIDENTIALITY, WILLFUL MISCONDUCT, KNOWINGVIOLATIONS OF APPLICABLE LAWS OR GROSS NEGLIGENCE, OR ARISING OUT OF BODILY INJURY, DEATH OR DAMAGE TO PHYSICAL PROPERTY WILL BE LIMITED TO THE GREATER OF (1) FIVE HUNDRED THOUSAND DOLLARS OR (2) THREE TIMES (3X) THE FEES PAID TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY Packet Page. 1412 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 5 of 10 9. Additional Customer Terms. Any terms or conditions required by Customer under applicable statute, judicial order or agency policy must be stated in Schedule 2 (Customer Terms) prior to execution of this Agreement. Notwithstanding anything to the contrary herein, Customer Terms will govern over the body of this Agreement in the event of a direct conflict. 10. General 10.1. Entire Agreement. This Agreement, including the Schedules hereto, any Quotes or Statements of Work issued hereunder (excluding any Reseller-added terms), and any Company terms referencing this Agreement, is the complete and exclusive statement of the mutual understanding of the parties. This Agreement supersedes and cancels all previous and contemporaneous written and oral agreements, communications and understandings relating to the subject matter hereof. Except as otherwise expressly agreed by the Parties, in the event of a direct conflict between the body of this Agreement and any terms referenced herein or in an Order Form, Statement of Work or Schedule hereto, the terms in the body of this Agreement will govern. Any waiver of rights or modifications or supplements to this Agreement must be in a writing signed by both Parties. All terms issued by Customer or Reseller that are not expressly permitted by Company are disclaimed. 10.2. Notices. Each Party’s address set forth in the signature blocks will be the place of receipt for notices issued in respect of this Agreement. Notice is effective when delivered personally, three (3) business days after sent by certified mail, on the business day after sent by a nationally recognized courier service, or on the business day after sent by email to legal@epermithub.com (where electronic confirmation is sent and received). A Party may change its notice address by giving notice in accordance with this section. 10.3. Execution; Validity; Construction. This Agreement is valid if signed by both parties, together or in counterpart, via facsimile transmission or electronic signature process, all of which taken together will constitute one agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The term “including”, as used herein, will be construed to mean “including, but not limited to”. 10.4. Assignment. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent, except that Company may assign this Agreement to an affiliate or a successor entity in the event of a merger, acquisition, or sale of all or substantially all its assets provided that Company provides thirty (30) days’ advance written notice to Customer and that any such successor entity agrees in writing to be bound by the terms of this Agreement. 10.5. Relationship of Parties; No Third Party Beneficiaries. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. No third party beneficiaries are intended and the parties expressly disclaim any third party beneficiaries. 10.6. Choice of Law; Venue. Except as otherwise prohibited by law or ordinance applicable to Customer, this agreement will be governed and interpreted in accordance with the laws of the State of California without regard to the conflicts of law provisions of any state or jurisdiction. The parties agree that all actions or proceedings arising in connection with this agreement shall be tried and litigated only in the state and federal courts located in the County of San Bernardino, California. Both parties waive any right they may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consent to any court ordered relief. 10.7. Feedback. If Customer provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to Company’s products, services, websites, documentation or similar materials (“Feedback”), Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to Company to be used for any purpose. Packet Page. 1413 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 6 of 10 SCHEDULE 1 ePermitHub Support Terms These ePermitHub Support Terms (these “Support Terms”) are incorporated into and form a critical component of the ePermitHub Subscription Software & Services Agreement or other agreement between the parties in respect of the software and services of PermitRocket Software LLC (the “Agreement”). All capitalized terms not defined herein have the meaning given in the Agreement. In the event of a conflict between the terms of these Support Terms and the terms of the Agreement, the terms and conditions of these Support Terms apply. These Support Terms may be updated from time to time by Company in its sole discretion; provided that any such update will not materially reduce Customer’s rights hereunder as established at the time the Agreement was executed. If not otherwise defined in the Agreement, as used in these Support Terms: “Company” means PermitRocket Software LLC dba ePermitHub; “Customer” means the party using the Subscription Services; and “Subscription Services” means the pay-per-use software-as-a-service, which may be cloud-hosted by Company or provided by Company for on-premise use, as provided by Company under the Agreement. 1) Updates. Company will use commercially reasonable efforts during the Term of the Agreement to provide Customer with periodic updates to the Software and/or Subscription Services (“Updates”). Updates may address security fixes, critical patches, general maintenance functionality, and documentation and will be made available at Company’s discretion. Company is under no obligation to develop any future functionality or enhancements for the Software or Services unless otherwise specified in the Agreement. If an Update is made available to Customer pursuant to these Support Terms, it will automatically replace the previous version of the Software or Subscription Services, as applicable. Company’s support of the Subscription Services presumes that Customer has implemented Updates for the current or one of the prior two (2) major version releases; where Customer has not implemented prior Updates, Company’s responsiveness and ability to resolve errors may be impacted. Where practical, Company will schedule Updates during non-business hours and will provide Customer with advance notice of all Updates. Where practical, Company will schedule Updates during non-business hours and will provide Customer with advance notice of all Updates. 2) Support Access. In support of the Subscription Services, during the Term of the Agreement Company will provide first-line Support below. These Support commitments are provided to Customer at no additional cost beyond its Subscription Services Fees. a) Telephone Support. Company’s Customer Resource Center (CRC), a live technical support facility (“Telephone Support”), will be available to Customer during Company’s regular support hours of 8:00am - 8:00pm (Eastern Time), Monday through Friday (excluding Company’s observed holidays that include: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans’ Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day, and New Year’s Eve) (“Support Hours”). b) Email Support. One or more Company electronic mail addresses (“Email Support”) to which Customer may submit routine or non-critical Support Requests to be addressed by Company during its Support Hours. c) Online Support Materials. Company will make available certain archived client-side software updates and other technical information in Company’s online support database, which is continually available (“Online Support”). This Online Support may not be used to submit Support Requests. Customer is limited to two (2) contacts (“Customer Support Contacts”) at any one time who will be authorized to submit Support Requests (as defined below) to Company. Customer is responsible for providing Company with the names and contacts of these two Customer Support Contacts and keeping Company up-to-date in the case that Customer Support Contacts (either named individuals and/or their contact information) are changed 3) Support Request Process. Customer may log requests for Support (each, a “Support Request”) through Company’s Telephone Support or Email Support. For each Support Request, Customer will provide reasonable details regarding the issue it is experiencing (the “Issue”) and Customer will use reasonable efforts to assign a level of priority (“Priority Level”) for the Issue using the table below. During the Support Request process and at any time prior to Issue resolution, Company may determine an Issue warrants assignment to a higher Priority Level, that an Issue no longer warrants the Priority Level assigned, or than an Issue should be separated into parts or combined with other Issues. Company may upgrade or downgrade Priority Levels and/or revise the listed Issue to reflect current impact and known parameters. Priority Level Description Target Response Time* Packet Page. 1414 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 7 of 10 Level 1 Critical functions of Subscription Services are not available or seriously affected for a majority of Users and there is no reasonable workaround available (e.g. service is non-responsive, Customer’s use is halted). 1 Days Level 2 Subscription Services are affected, with Users being able to work in a limited capacity, and there is no feasible workaround (e.g. Customer’s day to day operations continue but are substantially impacted) 3 Days Level 3 Subscription Services are partially non‐functional but a feasible workaround exists (e.g. non‐critical feature is unavailable).5 Days Level 4 Subscription Services are functional but there is a problem or other issue that does not significantly impact use (e.g. incorrect label or cosmetic defect) Next Update *Target Response Times are Company’s expected first response to a Support Request; they are non-binding estimates only. As used in the table above, “Day” means one full business day within the Support Hours. A Day begins in the first Support Hour in which Customer makes its Support Request via Telephone or Email Support, with any weekend or off-hours Support Requests being logged at the first Support Hour that follows Customer’s submission to Company. 4) Support Limitations & Exclusions. The following “Support Exclusions” are not covered by these Support Terms and Company expressly disclaims responsibility for any support functions or services rendered or necessitated by: a) any unauthorized access to or misuse of the Subscription Services; b) needs arising during times outside of Company’s regular business hours stated above; c) external factors outside of Company’s reasonable control, including any force majeure event or Internet access or related problems beyond the Subscription Service demarcation point; d) issues arising out of or caused by customizations done by a party other than Customer or outside of Company’s best practice recommendations, configuration changes, scripting, or data loss caused by or through Customer or any User; e) issues arising out of or caused by Customer’s, User’s or any third-party’s equipment, software or other technology (other than third-party equipment within Company’s direct control); f) services requested by Customer to implement Updates provided by Company; g) efforts to resolve or work-around conditions which cannot be reproduced in Company’s support environment; or h) any third party software add-ons supplied with the Subscription Services, except where specified in the Agreement. Packet Page. 1415 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 8 of 10 SCHEDULE 2 Additional Customer Terms None unless expressly set out herein. Packet Page. 1416 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 9 of 10 ePermitHub Service Level Addendum This ePermitHub Service Level Addendum (this “SLA”) is a policy governing the provision and use of the Subscription Services and is incorporated into and forms a critical component of the ePermitHub Subscription Software & Services Agreement or other agreement between the parties in respect of the software-as-a-service technologies of PermitRocket Software LLC (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement. In the event of a conflict between the terms of this SLA and the terms of Agreement, the terms and conditions of this SLA apply. This SLA may be updated from time to time by Company in its sole discretion; provided that any such update will not materially reduce Customer’s rights hereunder as established at the time the Agreement was executed. If not otherwise defined in the Agreement, as used in this SLA: “Company” means PermitRocket Software LLC dba ePermitHub; “Customer” means the party using the Subscription Services; and “Subscription Services” means the pay-per-use software-as-a- service, which may be cloud-hosted by Company or provided by Company for on-premise use, as provided by Company under the Agreement. 1. Definitions 1.1. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Subscription Services were Unavailable. Measurement of the Monthly Uptime Percentage excludes downtime resulting directly or indirectly from any SLA Exclusion. 1.2. “Service Credit” is a dollar credit, calculated as set forth below, that Company may credit back to an eligible Customer account. 1.3. “Unavailable” means, as applicable: (i) Customer is repeatedly unable to log into the Subscription Services; or (ii) Customer experiences lack of connectivity to the Subscription Services for more than five (5) minutes. The foregoing events must be verifiable or replicable by Company or its designee. 2. Service Commitment. 2.1. Company will use commercially reasonable efforts to make the Subscription Service available with a Monthly Uptime Percentage of at least 99.9%, in each calendar month of the applicable Subscription Period (the “Service Commitment”). In the event the Subscription Services do not meet this Service Commitment, Customer will be eligible to receive a Service Credit as described below. 2.2. Scheduled & Emergency Maintenance: Company will maintain certain scheduled maintenance windows during which regular, planned maintenance of the Subscription Services may be performed. Company will use commercially reasonable efforts to provide Customer with no less than twenty-four (24) hours’ notice prior to Services unavailability due to planned maintenance. Company’s standard maintenance window will generally fall between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday local time. Company will endeavor to provide as much notice as is practicable under the circumstances for patches, updates, fixes and other emergency maintenance activities which may be applied on an urgent basis. Where possible, Company will provide three (3) business days’ notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature. 2.3.Service Credits. Subject to the terms of this SLA, Service Credits are calculated as a percentage of the monthly bill for the Subscription Services in the month that the Service Commitment was not met. Company will apply any Service Credits only against future Subscription Services payments otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Company. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Company to provide the Subscription Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA. If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, Company may issue a Service Credit considering such factors at Company’s discretion. Monthly Uptime Percentage Service Credit Percentage Less than 99.9% but equal to or greater than 99.0%2% Less than 99.0% but equal to or greater than 95.0%5% Less than 95.0% but equal to or greater than 90.0%7% Less than 90.0% but equal to or greater than 80.0%9% Less than 80.0%10% 2.4. Service Credit Requests. To receive a Service Credit, Customer must submit a claim in writing to finance@permitrocket.com. To be eligible for a Service Credit, the claim must be received by Company in the calendar quarter in which the incident occurred and must include: (i) the words “SLA Credit Request” in the subject line; (ii) the dates and times of each Unavailability incident that Packet Page. 1417 ePermitHub Subscription Software & Services Agreement v.07.27.22 CONFIDENTIAL Page 10 of 10 Customer is claiming; and (iii) the quantity or scope of affected Users (as indicated by User ID, number of departments or similar metric). If the Monthly Uptime Percentage of such Service Credit request is confirmed by Company as being less than the Service Commitment, Company will issue any Service Credit to Customer as part of the fee reconciliation process of the Subscription Period immediately following the Subscription Period in which Customer’s request is confirmed by Company. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit. 3. Exclusions The Service Commitment does not apply to any unavailability, suspension of termination of the Subscription Service, or any performance issues pertaining to the Subscription Service, that: (i) are caused by factors outside of Company’s reasonable control, including any force majeure event or Internet access or related problems beyond the Subscription Services demarcation point; (ii) result from customizations (if outside of Company’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any User; (iii) result from Customer’s or any User’s or third party’s equipment, software or other technology or integrations (including, but not limited to, Accela system errors or availability issues where Customer utilizes Subscription Services via Accela Platform); (iv) that result from any maintenance performed by or on behalf of Company as contemplated in the terms above; or (vii) arising from our suspension or termination of Customer’s right to use the Subscription Services in accordance with the Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, Company may issue a Service Credit with consideration to pertinent factors as assessed by Company in its sole discretion. Packet Page. 1418 Packet Page. 1419 Q U O T E Gray Quarter, Inc. 8575 Morro Rd Atascadero, CA 93422 accounts@grayquarter.com 925-236-0070 www.grayquarter.com #Date Product or service Description Qty Rate Amount 1.GWiz Annual Subscription - Base Annual Subscription Year 1: Gray Quarter Wizard Subscription Service to Support Permitting Process (per year).A subscription to a web-based decision tree/wizard interface that allows the agency to leverage the benefits of a modern system while reducing errors in the application process. Includes web-based tools to author and manage decision trees, as well as robust reporting on wizard sessions. 1 $21,585.00 $21,585.00 Base subscription includes unlimited decision trees, integration with Accela, integration with GIS, and up to 50,000 unique wizard sessions annually. 2.GWiz Annual Subscription - Base GWiz Annual Renewal Year 2:1 $28,779.00 $28,779.00 3.GWiz Annual Subscription - Base GWiz Annual Renewal Year 3:1 $30,218.00 $30,218.00 4.GWiz Annual Subscription - Base GWiz Annual Renewal Year 4:1 $31,729.00 $31,729.00 5.GWiz Annual Subscription - Base GWiz Annual Renewal Year 5:1 $33,315.00 $33,315.00 6.Annual Subscription, Electronic Signature Service GQ-I-ESIG-BAS Year 1: A subscription to eSignature solution utilizing Agency's existing DocuSign API license within a single DocuSign organization. 1 $11,200.00 $11,200.00 Installation and maintenance of additional GQ-I-ESIG-BAS features as they are added periodically. Packet Page. 1420 ESIG_BAS Scripting Template which will Packet Page. 1421 provide the Agency with high level instructions to enable other electronic signature scripting events in the Accela installation 7.Annual Subscription, Electronic GQ Electronic Signature Renewal Year 2:1 $11,536.00 $11,536.00 Signature Service 8.Annual Subscription, Electronic GQ Electronic Signature Renewal Year 3:1 $11,882.00 $11,882.00 Signature Service 9.Annual Subscription, Electronic GQ Electronic Signature Renewal Year 4:1 $12,239.00 $12,239.00 Signature Service 10.Annual Subscription, Electronic GQ Electronic Signature Renewal Year 5:1 $12,607.00 $12,607.00 Signature Service 11.Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,000.00 $10,000.00 Integration Subscription Year 1 12.Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,300.00 $10,300.00 Integration Subscription Year 2 13.Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,609.00 $10,609.00 Integration Subscription Year 3 14.Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,928.00 $10,928.00 Integration Subscription Year 4 15.Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $11,256.00 $11,256.00 Integration Subscription Year 5 16.Easy Schedule Annual subscription to Easy Schedule Year 1 $5,000.00 $5,000.00 1: Easy Schedule provides a single page user experience for contractors to schedule inspections in just four mouse clicks! Fully responsive and location-aware for optimized mobile use, the scheduler page can automatically bring up the right permit based on the contactor’s location. Easy Schedule can be fully branded based on the agency’s style guide. The application is hosted on the Gray Quarter iPaaS for monitoring, maintenance, logging, and notification. 17.Easy Schedule GQ Easy Scheduler Renewal Year 2:1 $5,150.00 $5,150.00 18.Easy Schedule GQ Easy Scheduler Renewal Year 3:1 $5,305.00 $5,305.00 19.Easy Schedule GQ Easy Scheduler Renewal Year 4:1 $5,465.00 $5,465.00 20.Easy Schedule GQ Easy Scheduler Renewal Year 5:1 $5,629.00 $5,629.00 21.Subscription GQ Annual Subscription to ePayment API 1 $7,700.00 $7,700.00 integration Year 1. Hosted in PCI compliant zone. 22. Packet Page. 1422 Subscription GQ Annual Subscription to ePayment API integration Renewal Year 2. 1 $7,931.00 $7,931.00 23.Subscription GQ Annual Subscription to ePayment API integration Renewal Year 3. 1 $8,169.00 $8,169.00 24.Subscription GQ Annual Subscription to ePayment API integration Renewal Year 4. 1 $8,415.00 $8,415.00 25.Subscription GQ Annual Subscription to ePayment API integration Renewal Year 5. 1 $8,668.00 $8,668.00 26.Subscription ePermitHub Plan Review Software Annual Subscription Year 1 1 $80,000.00 $80,000.00 27.Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 2 1 $84,000.00 $84,000.00 28.Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 3 1 $88,200.00 $88,200.00 29.Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 4 1 $92,620.00 $92,620.00 30.Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 5 1 $97,240.00 $97,240.00 Total $767,675.00 Note to customer 5yr Gray Quarter quote as stated in BAFO Appendix G2-H-I for Online Portal and Interface Subscriptions Expiry date 12/20/2024 Gray Quarter SaaS Terms: https://cdn.grayquarter.com/content/tos/Gray%20Quarter%20Subscription%20Services%20Terms%20(ONLINE).pdf Accepted date Accepted by Packet Page. 1423 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 1 of 63 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND GRAY QUARTER, INC. This Agreement is made and entered into as of November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Gray Quarter, Inc. a CA Corporation with its principal place of business at 8575 Morro Rd, Atascadero, CA 93422 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Accela Civic Platform Implementation (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Packet Page. 1424 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 2 of 63 Consultant under this Agreement exceed the sum of $2,100,336. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through June 30th, 2027 unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such Packet Page. 1425 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 3 of 63 circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a.Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b.If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c.If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of Packet Page. 1426 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 4 of 63 whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. Packet Page. 1427 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 5 of 63 (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability Packet Page. 1428 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 6 of 63 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Packet Page. 1429 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 7 of 63 Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. Packet Page. 1430 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 8 of 63 (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. Packet Page. 1431 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 9 of 63 (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, Packet Page. 1432 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 10 of 63 pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all Packet Page. 1433 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 11 of 63 original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon ninety (90) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. Packet Page. 1434 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 12 of 63 27. Organization. Consultant shall assign Carson Goldberg as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Gray Quarter, Inc 8575 Morro Rd Atascadero, CA 93422 Attn: Brian Weber Chief Revenue Officer brian@grayquarter.com 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and Packet Page. 1435 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 13 of 63 provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. Packet Page. 1436 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 14 of 63 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non- performance after previous warnings have been issued. (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1437 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 15 of 63 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND GRAY QUARTER, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney CONSULTANT Signature Brian Weber Name Chief Revenue Officer Title 10/28/2024 Date Packet Page. 1438 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 16 of 63 EXHIBIT A Page left intentionally blank, Statement of work begins on following page Packet Page. 1439 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 17 of 63 Gray Quarter, Inc. RFP F-23-78 SOW prepared for City of San Bernardino, CA Packet Page. 1440 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 18 of 63 Document Control Date Author Version Changes 08/20/2024 Larry Cooper 1.0 Initial 08/28/2024 Brian Weber 1.1 Final Draft 09/23/2024 Brian Weber 2.0 Redline Responses 10/02/2024 Brian Weber 2.1 Final Revisions Packet Page. 1441 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 19 of 63 Table of Contents Document Control.......................................................................................................................................................................2 Table of Contents........................................................................................................................................................................2 Overview .........................................................................................................................................................................................3 Services Description....................................................................................................................................................................4 Critical Success Factors..............................................................................................................................................................4 Scope of Services.........................................................................................................................................................................5 Scope of Work..........................................................................................................................................................................5 Reports........................................................................................................................................................................................7 Definition of Complexity......................................................................................................................................................8 Business Automation (Scripting/EMSE)..........................................................................................................................9 Interfaces (In scope)...............................................................................................................................................................9 Conversions............................................................................................................................................................................13 Training.....................................................................................................................................................................................15 User Acceptance Testing...................................................................................................................................................18 Release Plan............................................................................................................................................................................18 Management and Governance........................................................................................................................................18 Status Reporting........................................................................................................................................................19 Issue, Risk, and Action Item Management 19 Definition of Done and Deliverable Acceptance 19 Definition of Defect, Defect Severities 20 Change Control 20 Project Management Tools 22 Project Governance Framework 23 Implementation Methodology.............................................................................................................................................23 Team Roles and Responsibilities.........................................................................................................................................24 General Gray Quarter Responsibilities.........................................................................................................................24 General Client Responsibilities........................................................................................................................................25 Specific Team Roles.............................................................................................................................................................25 Delivery Approach....................................................................................................................................................................26 Sprint Zero and Product Backlog Elaboration...........................................................................................................27 Packet Page. 1442 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 20 of 63 Sprint 0 Foundation Analysis................................................................................................................................27 Sprint 0 Foundation Analysis Acceptance Criteria 28 Definition of Ready 28 Build Sprints............................................................................................................................................................................29 Software Release to Production .....................................................................................................................................32 Post-Production Support...................................................................................................................................................32 Assumptions................................................................................................................................................................................32 General Assumptions..........................................................................................................................................................32 Records and Configuration...............................................................................................................................................33 Reports .....................................................................................................................................................................................33 Interfaces .................................................................................................................................................................................34 Conversions............................................................................................................................................................................34 Training.....................................................................................................................................................................................34 User Acceptance Testing...................................................................................................................................................34 Payment Terms..........................................................................................................................................................................34 Expenses.......................................................................................................................................................................................34 Appendix A: Statement of Work for the ePermitHub’s Digital Plan Room........................................................35 High Level Overview of the DPR implementation.......................................................................................36 ePermitHub Digital Plan Room Project Plan Details...................................................................................37 Project Assumptions................................................................................................................................................44 Accela/Gray Quarter RFP #F-23-78 Response inclusive of Appendix A-J……………………………………64-228 Gray Quarter BAFO Appendix G2-H-I……………………………Attachment Immediately After RFP Response Accela System Overview Follow-up Items……………………..Attachment Immediately After RFP Response Packet Page. 1443 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 21 of 63 Overview This Statement of Work (“SOW”) dated August 29, 2024 describes how Gray Quarter, Inc. (“Gray Quarter”) will provide the City of San Bernardino, CA (“Client”) with Accela Civic Platform implementation and configuration assistance (collectively known as “Services”). Services Description The Client is seeking Gray Quarter to implement an integrated land management system utilizing best practices, automated workflow, online portal capabilities, mobile solutions, and other modern technology. The high-level objectives include: •Replace the existing Land Management system, •Improve and streamline operational/business processes, including the reduction of manual paper processes and redundant shadow systems, •Improve automated workflows, •Improve integrations between application systems, •Adopt the use of best business practices. Critical Success Factors To successfully execute the Services described herein, several critical success factors must be closely monitored and managed by Gray Quarter and Client stakeholders: Dedicated Client Participation and Governance – The client acknowledges that its staff has the appropriate skills, available time, and system subject matter expertise. Knowledgeable staff will be actively involved throughout the project to deliver the roles and responsibilities defined and required of the Client. In addition, the Client will assign a Product Owner empowered to make decisions and accountable for maximizing business value delivered to the Client. The Product Owner will direct the team to the highest priority work. Lastly, project governance must support the team by making timely decisions, mitigating risks, and resolving issues rapidly. Clear Business Objectives – The client has documented their business objectives before the commencement of the project and shared those objectives with Gray Quarter. Product Backlog Identified and Documented – Client and Gray Quarter identify, document, prioritize, and continually manage the Client's technical, functional, data, and any other requirements (expressed as User Stories) that must be satisfied for the project to be considered successful by the Client and Gray Quarter. Packet Page. 1444 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 22 of 63 Business Process Definition and Understanding – The client must be able to articulate the desired business processes. Knowledge Transfer – It is critical that Client resources are dedicated to increasing their knowledge of the Accela Civic Platform by participating in the analysis, configuration, and deployment of the software. The Client must be prepared to assume day-to-day operations of Accela Civic Platform outside of the Support and Maintenance Agreement. Key knowledge transfer areas include: • Configuration • Interfaces • Business Rule Automation • Reports and Forms • Release Management Scope of Services The following sections define this SOW's scope and delivery approach, describing each item listed below. Scope of Work The project scope includes implementing and customizing seventy (73) record types, as outlined below. Although the specific four-level record structure and application aliases are not provided here, they will be established when developing the story for each record ID. The Client will work with Gray Quarter to establish a release strategy for each record type listed below within the project 2-year timeframe. Each record type will also be evaluated for implementation in the Gray Quarter Wizard (refer to RFP Response: Appendix A and BAFO Response Appendix G2-H-I) during the ‘Foundation Analysis Sprint’ to rectify problem areas for complex online application business processes. The Client will work with Gray Quarter to implement a series of filtering questions for each record type identified during the ‘Foundation Analysis Sprint,’ which routes the citizen to the correct final record submission in the Gray Quarter Wizard (refer to BAFO Response Appendix G2-H-I). During the ‘Foundation Analysis Sprint’ Gray Quarter and Client will determine the record types that will utilize ePermitHub’s Digital Plan Room (hereinafter referred to as ‘DPR’) (refer to RFP Response: Appendix A and BAFO Response Appendix G2-H-I) software interface. The sprints will be prioritized to allow for the implementation of the record and digital plan review software at the same time, if applicable. The implementation of DPR interface will be entwined with the development of the record type and the baseline DPR configuration and automation to ensure the implementation follows agile methods. Packet Page. 1445 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 23 of 63 Table 1. Record Types (in scope) ID Department Record Type R-1 Planning Pre-Application R-2 Planning Administrative Permit R-3 Planning General Plan Amendment R-4 Planning Tentative Parcel Map R-5 Planning Annexation/De-Annexation R-6 Planning Tentative Tract Map R-7 Planning Appeals R-8 Planning Final Parcel Map R-9 Planning Code Amendments R-10 Planning Final Tract Map R-11 Planning Conceptual Plan Review R-12 Planning Lot Line Adjustments R-13 Planning Development Plan R-14 Planning Lot Mergers R-15 Permits Accessory Dwelling Unit R-16 Permits Mechanical R-17 Permits Solar/Photovoltaic R-18 Permits Alterations/Remodel R-19 Permits Reroof R-20 Permits Residential Building R-21 Permits Water Heater R-22 Permits Certificate of Occupancy R-23 Permits Sign Permit R-24 Permits Demolition R-25 Permits Home Occupation Permit R-26 Permits Electrical R-27 Permits Temporary Use R-28 Permits Fences R-29 Permits Grading Permit R-30 Permits Landscape Permit R-31 Permits Haul Permit R-32 Permits Traffic Hydrology Stormwater Permit R-32 Permits Wide Load Permit R-34 Permits Swimming Pool Drainage Permit R-35 Permits Stockpile Permit R-36 Permits Off-Site Improvements R-37 Permits Right of Way R-38 Permits Wall Permit R-39 Permits Sidewalk Vendor R-40 Permits Encroachment Permit R-41 Permits Parcel Map, Tract Map Packet Page. 1446 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 24 of 63 R-42 Permits Lot Line Adjustment R-43 Permits Lot Merger R-44 Code Case Construction without a permit R-45 Code Case Substandard Housing R-46 Code Case Commercial Enforcement R-47 Code Case Vehicle Abatement R-48 Code Case Multi-Family Rental Program R-49 Code Case Vendor Enforcement R-50 Code Case Hazardous Conditions R-51 Code Case Vacant Lot R-52 Code Case Marijuana Dispensary R-53 Code Case Yard Sale R-54 Code Case NOP Request R-55 Code Case Doing Business without an Active Business License R-56 Code Case Property Maintenance R-57 Code Case Single Family Rental Program R-58 Request Management Single Record that supports (requests, complaints, suggestions, compliments by location) R-59 Licensing Application Record R-60 Licensing License Record R-61 Licensing Renewal Record R-62 Licensing Application Record 2 R-63 Licensing License Record 2 R-64 Licensing Renewal Record 2 R-65 Licensing Application Record 3 R-66 Licensing License Record 3 R-67 Licensing Renewal Record 3 R-68 Licensing Application Record 4 R-69 Licensing License Record 4 R-70 Licensing Renewal Record 4 R-71 TBD TBD – Extra for records not listed in RFP Response: Appendix A R-72 TBD TBD – Extra for records not listed in RFP Response: Appendix A Reports No reports were specifically provided in the RFP Response: Appendix A. The following is a generic list of the types of reports the team will provide. The team will evaluate all reports and provide a type of Executive, SSRS, or Ad Hoc report and determine if they are assigned to the Client or Gray Quarter. •Reports are defined as any output of data from the system, such as letters, forms, queries, dashboards, data exports, etc. Packet Page. 1447 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 25 of 63 •Reports will be developed using reporting tools as provided by Accela and/or supported in the Accela Cloud (e.g., PowerBI, Microsoft SQL Report Services, Crystal Reports, Accela Ad- Hoc Reports). Table 3. Reference Tab “BAFO Response Appendix G2-H-I” Reports & Inquiry Development #Report Name Report Description Report Complexity RPT.01 Report One Executive Dashboard Permitting Low Complexity RPT.02 Report Two Executive Dashboard Planning Low Complexity RPT.03 Report Three Executive Dashboard Enforcement Low Complexity RPT.04 Report Four Executive Dashboard Requests Low Complexity RPT.05 Report Five Executive Dashboard Licensing Low Complexity RPT.06 Report Six State reporting Medium Complexity RPT.07 Report Seven State reporting Medium Complexity RPT.08 Report Eight State reporting Medium Complexity RPT.09 Report Nine Letter Generation Low Complexity RPT.10 Report Ten Letter Generation Low Complexity RPT.11 Report Eleven Letter Generation and Batch Notice Low Complexity RPT.12 Report Twelve Standard SSRS Report Medium Complexity RPT.13 Report Thirteen Standard SSRS Report Medium Complexity RPT.14 Report Fourteen Standard SSRS Report Medium Complexity RPT.15 Report Fifteen Standard SSRS Report Medium Complexity RPT.16 Report Sixteen Standard SSRS Report Medium Complexity RPT.17 Report Seventeen Standard SSRS Report Medium Complexity RPT.18 Report Eighteen Standard SSRS Report Medium Complexity RPT.19 Report Nineteen Standard SSRS Report Medium Complexity RPT.20 Report Twenty Standard SSRS Report Medium Complexity RPT.21 Report Twenty- One Standard SSRS Report Medium Complexity RPT.22 Report Twenty- Two Standard SSRS Report Medium Complexity RPT.23 Report Twenty- Three Standard SSRS Report Medium Complexity RPT.24 Report Twenty- Four Standard SSRS Report Medium Complexity RPT.25 Report Twenty-Five Standard SSRS Report Medium Complexity RPT.26 Report Twenty-Six Standard SSRS Report Medium Complexity RPT.27 Report Twenty- Seven Standard SSRS Report Medium Complexity RPT.28 Report Twenty- Eight Standard SSRS Report Medium Complexity RPT.29 Report Twenty- Nine Standard SSRS Report Medium Complexity Packet Page. 1448 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 26 of 63 RPT.30 Report Thirty Standard SSRS Report Medium Complexity RPT.31 Report Thirty-One Standard SSRS Report Medium Complexity RPT.32 Report Thirty-Two Accela Ad-Hoc Low Complexity RPT.33 Report Thirty- Three Accela Ad-Hoc Low Complexity RPT.34 Report Thirty-Four Accela Ad-Hoc Low Complexity RPT.35 Report Thirty-Five Accela Ad-Hoc Low Complexity RPT.36 Report Thirty-Six Accela Ad-Hoc Low Complexity RPT.37 Report Thirty- Seven Accela Ad-Hoc Low Complexity RPT.38 Report Thirty-Eight Accela Ad-Hoc Low Complexity RPT.39 Report Thirty-Nine Accela Ad-Hoc Low Complexity RPT.40 Report Forty Accela Ad-Hoc Low Complexity RPT.41 Report Forty-One Standard SSRS Report High Complexity RPT.42 Report Forty-Two Standard SSRS Report High Complexity RPT.43 Report Forty-Three Standard SSRS Report High Complexity Definition of Report Complexity The list of complexity definitions below was produced and provided by the Client. The definitions below will be leveraged to implement each of the reports above. Complexity Level Description Low Complexity Reports that require a simple pull from a limited number of database fields and presentation on a document. Examples include letters such as Certificates of Occupancy, notices, and mailing labels. Medium Complexity Reports that require some calculations and summaries. Examples include forms and transaction reports (receipts, permits, inspection tickets, journals, logs). Many agency reports fall under this category. High Complexity Reports that require complex queries, joins, multiple sources, etc. Examples include statistical and analytical reports, schedules, and agendas. Business Automation (Scripting/EMSE) The Event Manager and Scripting Engine (EMSE) comprise the Accela Civic Platform scripting platform. The Civic Platform stores the script files, written in JavaScript, in the Civic Platform database. Packet Page. 1449 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 27 of 63 Scripting is necessary to create business rules above and beyond native Civic Platform functionality. Gray Quarter will provide Scripting/EMSE based on complexity (minimal, moderate, and complex). •Fifty (50) High Complexity – batch scripts (e.g., license expiration notice), page flow scripts •Ninety (90) Medium Complexity – event scripts (e.g., auto-assign inspections, populating custom fields from GIS, placing a condition on a record based on custom fields and/or GIS data elements), pre- and post-scripts, and scripting expressions (non-wizard based) •Sixty (60) Low Complexity – configurable scripts, wizard-based expressions Interfaces (In scope) The following interfaces from the Gray Quarter response are provided. The “vendor comment” column identifies if the interface is a standard feature, subscription product, or custom development. Table 4. – Reference tab “BAFO Response Appendix G2-H-I” Interface ID Name Description Interface Direction Third-Party Software Frequency / Real-Time Active Integration Type Vendor Comments ID.1 Cashiering & Online Payments Cash receipts should validate permit number, account number, fees, penalty amounts, and update customer balance. As Needed This is a standard feature in Accela. Pricing for the provider is below with "All Paid" ID.2 Customer Internet Payments Online payments with provider "All Paid" Two-way AllPaid As Needed Export Typically, all payment interfaces are one way originating from the software to the payment vendor. We believe this should be a one way and the pricing is based on that assumption. ID.3 Customer Over the Counter Payments In person payments As Needed This is a standard feature in Accela. ID.4 Enterprise Financial System Provide the automatic generation of journal entries to the general ledger, ensuring auto updates Two-way Real-Time Export We do not recommend tracking AR in an external system and pushing back to Accela, as a result that is assumed to be one way. Packet Page. 1450 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 28 of 63 to the accounts receivable and accounts payable accounts. ID.5 Electronic Plan Submittals Ability to receive plan submittals electronically through the Agency's website. Two-way As Needed Import We are recommending ePermitHubs software that integrates seamlessly into the Accela Public Portal and Back Office. Please refer to Appendix A for the ePermithub Digital Plan Room Scope of Work. ID.6 Contractor Information Ability to extract contractor information from the state licenses board and populate fields in permit modules contractor database. One-way Unknown. State Website. As Needed Import We will implement the standard CSLB interface that all California Accela clients leverage. ID.7 Inspections (including mobile) Ability to integrate with an interactive voice response system for inspection scheduling, status updates, and payments. Real-Time We are recommending using the Gray Quarter Rapid Scheduler instead of IVR ID.8 Email Integration Ability to send emails from system utilizing standard SMTP protocols. Two-way Real-Time Standard Feature in Accela just minor configuration ID.9 Single Sign-On / Active Directory Support of Single-Sign- On and Active Directory. Two-way Microsoft Azure Real-Time Standard Feature in Accela just minor configuration ID.10 Ad Hoc Third- Party Report Writers Ability to integrate with third party report writers. Accela integrates with Microsoft BI, SSRS, Crystal Reports, and has a built-in Ad Hoc tool. Accela can Packet Page. 1451 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 29 of 63 integrate with other solutions if the reporting tool has URL based reporting ID.11 SQL Server Reporting Services Integrate SSRS Reporting Services into the Application for documents and statistical reporting needs. As Needed This is provided as part of the SaaS setup ID.12 Agenda Software System should integrate with PrimeGov to generate agendas. Two-way PrimeGov As Needed We would recommend leveraging the Accela APIs if PrimeGov supports the process. ID.13 Electronic Content Management System System must integrate with Laserfiche. Two-way Laserfiche As Needed Export We have a standard integration that is subscription based. ID.14 Electronic Document Signatures Integrate electronic signatures with DocuSign and Adobe Sign. Two-way DocuSign or Adobe Sign As Needed Export The Client would need to contract with DocSign or AdobeSign for the actual envelopes. Gray Quarter can provide the envelopes, but the Client cost direct would be much cheaper ID.15 GIS & GIS Mapping (ESRI ArcGIS) Ability to interface with GIS mapping products that support Esri formats. Two-way ESRI Real-Time Import Standard Feature in Accela but requires configuration. Accela GIS will be implemented to support the base integration with Accela. All costs for rows 20, 21, 23, and 24 are included here. ID.16 GIS - View GIS Data Query, view, and interact with GIS data within the application. Two-way Application As Needed Import Standard Feature in Accela but requires configuration. Accela GIS will be implemented to support the base integration with Accela. ID.17 GIS - Auto Sync GIS Changes Automaticall y synchronize any changes from GIS Two-way System Real-Time Import With how Accela integrates to ESRI this may not be needed. Packet Page. 1452 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 30 of 63 with the system. ID.18 GIS - Secure Service Support Consume data through secured services. Two-way Services As Needed Import Standard Feature in Accela but requires configuration. Accela GIS will be implemented to support the base integration with Accela. ID.19 GIS - Feature Services Consume and edit GIS data through Feature Services. Two-way Services As Needed Import Standard Feature in Accela but requires configuration. Accela GIS will be implemented to support the base integration with Accela. ID.20 Two-Factor Authentication (2FA) Support Two-Factor Authenticatio n (2FA). Two-way 2FA As Needed This would be part of Azure Active Directory and not implemented in Accela but IDP. ID.21 Rest API Provide a REST API interface to facilitate querying data and integration. Integration Accela provides a robust set of Rest APIs out of the box, publicly available, specifications are at developer.accela.co m. ID.22 Symbium Integration with solar application solution. Integration Integration exists Data Conversions Data Conversion Execution – The Client is responsible for the data cleansing and transformation of data during each Sprint. Gray Quarter will work with the Client team in defining a time to develop the data map to execute a conversion script against the dataset provided by Client. Gray Quarter will convert each source up to three times based upon an approved data map. For the purpose of determining data quality, Gray Quarter will use the initial run of the data to compare it against the source dataset provided by Client. Gray Quarter will share data anomalies and work with Client in modifying a data map if any are required. Gray Quarter will play a supportive consultative role with data extraction, data cleansing, and/or mapping up to 200hrs, not to exceed. The following table is a list from the RFP Response: Appendix A and considered in scope or provides direction for how Gray Quarter will handle the data need. For conversions, it is expected and anticipated that the client will provide resources knowledgeable with the historical data to assist in the data migration/conversion effort. Packet Page. 1453 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 31 of 63 Table 5. Reference Tab “BAFO Response Appendix G2-H-I” Conversion ID Conversions Description Number of Records (Estimated) Existing Software Product Database Type RFP Response: Appendix A Comments C.1 Address/Parcel Records File Geodatabase 76,000 ESRI ArcGIS Undisclosed If we convert the data as a traditional Address, Parcel, Owner load like the T32 program used in Permits Plus the hours will hold. It is suggested that we configure XAPO to pull the data directly from ESRI. C.2 Address/Parcel Records Records in SQL tables 70,000 PermitsPlus SQL 2008 R2 See Comment above. The hours would not be duplicated for this effort and are estimated above. C.3 Active Planning Projects Records in SQL tables N/A PermitsPlus SQL 2008 R2 We have assumed that the NA implies the data does not exist or will not be converted C.4 Active Permit Applications Records in SQL tables N/A PermitsPlus SQL 2008 R2 We have assumed that the NA implies the data does not exist or will not be converted C.5 Active Code Cases Records in SQL tables 2,333 GoEnforce N/A C.6 Active CRM Cases Records in SQL tables 150 GoGov N/A C.7 Active Business Licenses Format database can be provided to future vendor 25,000 Progressive Solutions N/A The agency will be responsible for extracting the data into SQL Server tables C.8 Planning Projects Records in SQL tables 45,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Plus to the Accela Civic Platform. C.9 Public Works Land Development Projects Records in SQL tables 2,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Plus to the Accela Civic Platform. C.10 Building Permit Records Records in SQL tables 125,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Plus to the Accela Civic Platform. C.11 Public Works Permit Records Records in SQL tables 50,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Plus to the Accela Civic Platform. C.12 Building Inspections Records in SQL tables 560,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Packet Page. 1454 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 32 of 63 Plus to the Accela Civic Platform. C.13 Public Works Inspections Records in SQL tables 80,000 PermitsPlus SQL 2008 R2 We use a standard process to convert data from Permits Plus to the Accela Civic Platform. C.14 Code Enforcement Cases Records in SQL tables 2,333 GoEnforce N/A C.15 CRM Cases Records in SQL tables 23,000 GoGov N/A C.16 Total Business Licenses Format database can be provided to future vendor 25,000 Progressive Solutions N/A The agency will be responsible for extracting the data into SQL Server tables C.17 Permits and Projects Attachments Each permit has a folder PermitsPlus SQL 2008 R2 For all attachments we use a single tool to migrate and attach to the converted record. It is important to note that the base record must be converted before we can associate the attachments. C.18 CRM Attachments Each CRM has a folder GoGov N/A For all attachments we use a single tool to migrate and attach to the converted record. It is important to note that the base record must be converted before we can associate the attachments. C.19 Case Attachments Each Case has a folder GoEnforce N/A For all attachments we use a single tool to migrate and attach to the converted record. It is important to note that the base record must be converted before we can associate the attachments. C.20 License Attachments Attachments details can be provided to future vendor Progressive Solutions N/A For all attachments we use a single tool to migrate and attach to the converted record. It is important to note that the base record must be converted before we can associate the attachments. Packet Page. 1455 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 33 of 63 C.21 Entities (contractors / architects) Records in SQL tables 20,000 PermitsPlus SQL 2008 R2 We usually only convert the CAEDs that are attached to records and then use the CSLB lookup interface for all new records Gray Quarter Wizard Implementing the Gray Quarter Wizard (G-Wiz) will consist of the following tasks: •Provision the G-Wiz service o Provision API Key(s) o Connect G-Wiz to all Accela environments o Create a baseline G-Wiz decision tree o Provide links to the decision tree for external sites •Conduct Business Analysis to capture requirements for the following flows (see Table 1, Record Types) o Application Flow in Building (40 Nodes Maximum) * o Application Flow in Planning (40 Nodes Maximum) * o Application Flow in Licensing (40 Nodes Maximum) * o Renewal Flow for Licensing (15 Nodes Maximum) * o Point and click flow for Service Requests (40 Nodes Maximum) * o Point and click flow for Enforcement (40 Nodes Maximum) * o Public Comment flow for Planning Permits (10 Nodes Maximum) * •Configure and design the G-Wiz decision tree to meet analysis requirements o Record types o GIS layers o Digital plan review (required documents) o Required fields for fee calculations and record type decisions o Contractor license validation o Blocks or conditions *A “Node” is defined as a unique question page within G-Wiz that will navigate the user to the next action. The Implementation costs of the Gray Quarter Wizard are inclusive in the total lump sum stated within the Payment Terms herein (refer to BAFO Appendix G2-H-I). Packet Page. 1456 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 34 of 63 Training Training Execution – The Client will be responsible for assigning training resources at the beginning of the project so proper knowledge transfer and training can be planned and acted on as part of the Build Sprints. Any switch in team members may require the need for a project change request to account for missing time. The following is the list of training courses in scope for the project. Gray Quarter will provide up to one hundred hours of additional time that may be used to develop custom training courses or deliver custom training. Table 6. – Reference Tab “BAFO Response Appendix G2-H-I” Training Fees Training ID Training Title Training Description Duration Max # of Students Number of Class offered T.1 Training Class - Accela Automati on - Core Team This course is an overview of the Accela Civic Platform, to help you become familiar with the basic terminology, system navigation, and core functionality of the platform. While learning Accela best practices, you will also explore design concepts, advanced configuration options, and automation possibilities. This course is recommended for project teams preparing to go through analysis sessions. Up to 12 hours, typically 2– 6-hour sessions 12 1 T.2 Training Class - Accela Automati on Admin Usage This course is designed to prepare you to take over managing your instance of Civic Platform following implementation. Dive deep into user experience design concepts and configuration options. Learn how to create different record types, study business analysis and process design. Build workflows, custom field groups, design page forms, layouts, and learn how to develop and utilize expressions. Cap that all off with exploring user security and permissions. Up to 18 hours, typically 3– 6-hour sessions 12 1 T.3 Training Class - Accela Automati on End User This course focuses on the functionality you will use daily in Civic Platform. Learn the processes of creating records, entering, and completing applications, adding fees and payments, and entering workflow information. Learn how to schedule inspections and navigate through inspection data entry. Learn how Accela Mobile is used for inspections and code compliance, Up to 12 hours, typically 2– 6-hour sessions 10 14 Packet Page. 1457 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 35 of 63 explore GIS mapping, and learn about managing reviews and workflows. T.4 Training Class – G-Wiz This course is designed to prepare you to take over managing your instance of G-Wiz following implementation. Up to 6 hours, typically 2-3 hours sessions 5 1 T.5 Training Class - Accela Mobile Office The course is recommended to prepare you for implementing Mobile Office in your instance of Civic Platform. Learn how to access job lists and records in the field and create new records in the field. Discover how to create, schedule, reschedule, cancel, and reassign inspections. Learn how to establish settings for offline and online inspections. Develop the skills to search records and inspections by creating and applying filters. Up to 4 hours and typically 2 2-hour sessions 15 1 T.6 Training Class - Ad Hoc Report Training This course is designed to prepare you to use reporting in the Civic Platform. Learn how to use report tools to design and develop reports and create sub- reports. Learn to deploy reports in hundreds of places throughout the Civic Platform and ACA. Practice creating expressions to concatenate or calculate at the field level. Discover how to use the form designer to create forms and letters. Up to 4 hours, typically 2 2-hour sessions 10 1 T.7 Train the Trainer This Civic Platform course is intended to prepare identified customer trainers to train their end users. As a Trainer in training, you will first review the basic 2-day End- User course around the customer daily Civic Platform processes. You will then engage in workshop practice sessions where you will teach the Accela instructor and other participants sections of the 2- day end user course. Feedback will be given to help you obtain the skills needed to effectively train your end users. By the end of this course, you will have ability to train your end users in Civic Platform functions. Up to 18 hours, typically 3– 6-hour sessions 10 1 T.8 Business Automati on This course is designed to help you learn the basics of the Business Automation engine and understand the relationship between configuration and scripting. Explore planning, implementation, modification, and deletion of scripts. Learn about migrating to configurable business rules. The student is required to know JavaScripting and at a minimum have Up to 4 hours, typically 2 2-hour sessions 10 1 Packet Page. 1458 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 36 of 63 attending at least 16 hours of JavaScript training. T.9 Digital Plan Room- End User Training Gray Quarter will complete all the necessary training to run electronic plan review operations across applicable departments. Training materials and required training sessions will be created and conducted. Two-hour sessions for Intake Specialists/Permit Technicians with same curriculum for each session. Four-hour sessions for Plan Reviewers/Managers with same curriculum for each session. 6-hour sessions (2 hour session for Intake Specialists/Permit Technicians. 10 4 T.10 Digital Plan Room- Admin Training Gray Quarter will provide training to Client staff focusing on the administrative and technical setup and the Digital Plan Room administration and configuration. The goal is to educate Client staff in all aspects of the Digital Plan Room solution and ensure the staff is self-sufficient before Go-Live. 4-hour sessions 10 2 T.11 Digital Plan Room- Customer Enableme nt Training Gray Quarter will conduct Agency Customer Enablement training. Gray Quarter provides web-based training sessions, produces contextually relevant public-facing web-based training videos, and produces a User Guide for Agency’s Customers on how to use the ePermitHub Digital Plan Room embedded in Accela Civic Access. Client publishes videos and User Guide to a dedicated Digital Plan Room information page at Client’s website. 1.5 hour sessions Customer software dependent 3 T.12 Custom Training Materials Gray Quarter will develop up to one hundred hours of custom training materials or provide ad-hoc training. During the life of the project the team will provide loom videos and scribehow documents that should meet the needs of custom training. Up to one hundred hours NA NA User Acceptance Testing •System testing will follow the agile methodology and occur in each of the 23 Sprints. •The Client will commence 4 weeks of user testing in the final Sprint. •It shall be the Client’s responsibility to develop, document, and execute the user acceptance test cases throughout each sprint. •Gray Quarter will play a supportive consultative role with the City’s ownership of developing, documenting, and executing UAT test cases. This role will be time boxed at 140hrs. •Gray Quarter will assist Client in the UAT effort and validation of system configuration. •Gray Quarter will resolve issues resulting from Client User Testing. Packet Page. 1459 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 37 of 63 •Gray Quarter will provide recommendations on testing strategy and best practices. •Gray Quarter and the client will agree on the UAT completion date and Go-Live date. Release Plan The Release Plan outlines four (4) iterative Releases (Go Lives) within twenty-four (24) months and is planned as follows: •Project startup phase (2-weeks) for plan elaboration, project kick-off meeting, and core team training. •Sprint 0: Foundation phase (4-weeks) for building the initial Product Backlog (all work): o Determine required configuration to support business needs, o Determine required reporting needs, o Determine integration requirements, o Determine conversion data map requirements. •Sprint 1-24: Twenty-four (24) Build Phase sprints over a 2-year period with four (4) sprints inclusive of releases to Production: o Sprints 1-5: Five (5) 4-week Build Phase sprints, o Sprint 6: 4-week Build Phase and Production release one, o Sprints 7-11: Five (5) 4-week Build Phase sprints, o Sprint 12: 4-week Build Phase and Production release two, o Sprints 13-17: Five (5) 4-week Build Phase sprints, o Sprint 18: 4-week Build Phase and Production release three, o Sprints 19-23: Five (5) 4-week Build Phase sprints, o Sprint 24: 4-week Final User Acceptance Testing and Production release four. •12 weeks of post-go-live support and maintenance o Fix severity 1 and severity 2 issues identified in post-Go Live. Management and Governance This section defines the project management practices, governance bodies, and associated processes. Status Reporting The Gray Quarter Scrum Master/Project Manager will provide a written weekly status report to the Client Project Manager and Product Owner. The Gray Quarter Scrum Master/Project Manager will publish the weekly status using PowerPoint and Jira (refer to the Project Tools section for tool information). The weekly report will include the percentage of completion of the Product Backlog, the pass rate for the Story Tests, key project delivery milestone status, estimated completion date for each milestone, Packet Page. 1460 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 38 of 63 as well as other information relevant to the delivery of the project as may be agreed upon between the parties' Product Owner and Gray Quarter Scrum Master/Project Manager. This online collaboration tool will also track risks, action items, and issue escalations between the Gray Quarter Scrum Master/Project Manager, the Client Project Manager, and the Client Product Owner. The project management team will meet weekly to discuss the status and review the report using Jira and/or PowerPoint. Issue, Risk, and Action Item Management Gray Quarter will use Jira to document project issues, action items, and risks. The project management team will review these items during the periodic management calls to assign owners, drive to due dates, and escalate to the appropriate individuals or governance body where required. The Gray Quarter Scrum Master/Project Manager will identify issues blocking team progress and impacting team velocity. If blocking issues are not resolved within two business days, the Gray Quarter Scrum Master/Project Manager will escalate to the Gray Quarter Executive and the Client oversight team for resolution. Definition of Done and Deliverable Acceptance Meeting quality assurance standards during each Sprint is the responsibility of the Scrum Team. Quality assurance standards are defined in the Definition of Done for a Sprint and a Release. Confirmation of the Definition of Done for the Sprint Backlog constitutes the Acceptance Criteria for a Sprint deliverable, as follows: •Team member completes the Project Backlog Item (PBI) work, •Associated configurations and code are deployed to the development environment against the current version in source control, where applicable, •Item has passed unit testing, •Item has been peer reviewed to confirm meeting development standards, •Backlog Item test cases (based on the Acceptance Criteria defined for the PBI) were written and tests passed. Testers must complete testing for each PBI within the timeframe defined by the team during Sprint Planning for the Sprint, •Regression test cases updated, as appropriate, •Item is deployed to the test environment and has passed at least 80% of system/regression tests (regression tests as documented in acceptance criteria for previously completed PBIs). Testers must complete regression testing for the PBIs in the Sprint within the timeframe defined by the team during Sprint Planning, •No Severity 1 or 2 defects remain for the PBI, •The Product Owner has reviewed and moved JIRA Story to "Done". Packet Page. 1461 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 39 of 63 For a Release, deliverable acceptance is conditioned upon meeting the following Definition of Done: •Sprints planned for the Release are complete, •The Product Backlog Items scheduled for the Release are complete, •Code is deployed to the Production environment, •Severity 1 and 2 defects identified during the build Sprints are resolved. Definition of Defect, Defect Severities A Defect is defined as a deviation from the established acceptance criteria for a PBI. The table below elaborates on the severity levels for Defects. •Severity Level 1: This is a "must-fix" problem, a "showstopper." The problem is causing a major system error, fatal error, serious database corruption, serious degradation in performance, major feature malfunction, or is preventing a major business goal from being realized. The problem needs a reasonably acceptable workaround for the corresponding end- users. •Severity Level 2: This is a problem causing a significant loss of feature functionality, but the system can recover from the problem, and it does not cause a total collapse of the system. The system does not meet a business goal or a portion of a business goal; performance degradation is minor but not within established exit criteria; or minor database issues may exist (e.g., single rows or fields may be locked). The problem does have a workaround that is reasonably acceptable to the corresponding end-users. •Severity Level 3: This is a problem that is causing minor loss of feature functionality. Optional workarounds are acceptable but causing potential efficiency loss. •Severity Level 4: This is a problem that is causing minor loss of feature functionality. Optional workarounds reasonably acceptable to the corresponding end-users are available with minor efficiency loss. Minor issues, misspellings, cosmetic changes, etc. Change Control Both parties recognize that there will be changes throughout this project. Change is defined as any of the following: •Change in Scope Requirements – change in the underlying assumptions used to create this Statement of work. Examples would include changes in number of reports, number of scripts, number of data conversion sources, and data conversion source sizes (+10%). •Change in Expense Budget •New Product Backlog Items – The addition of a new Epic, User Story, or Product Backlog Item (PBI) is a project change. The Product Owner must approve the addition of a new PBI. The Scrum Team will estimate the new PBI and assign Story Points. Packet Page. 1462 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 40 of 63 •Change to Existing PBI – Change to an existing PBI that impacts the level of effort to complete it (estimate and Story Points) is considered a project change and is documented by the Product Owner adding a new PBI to define the change. For example, a change to the Acceptance Criteria or a specification that impacts the complexity constitutes scope change. Changes impacting PBIs/ User Stories completed in a previous Sprint may require additional rework. If rework is required, the rework changes will be added to the Product Backlog as a new PBI/User Story. •Change to Definition of Done – Changes to the Definition of Done for a Sprint or Release may impact the level of effort for completing PBIs and delivering a Release, impacting overall delivery velocity. Gray Quarter will assess proposed changes to the Definition of Done and document the impacts in a Change Order (e.g., change impacts to schedule, scope, or costs) (Please see Change Control section). •Change in Projected Team Velocity – The velocity of the team is dependent on all team members fulfilling their assigned tasks or actions within the timeframes agreed during Sprint Planning. The team will monitor projected velocity against actual velocity. If the actual velocity falls below the projected velocity, the team will assess the root cause of this velocity impact. If the root cause is attributed to a Gray Quarter team member(s) performance or management issues, the project change and associated impact will be borne by Gray Quarter. If the velocity impact is attributed to Client team member(s) performance or management issues (such as delays in decisions or issue escalation/resolution), the project change/impact will be borne by the Client. In either case, the Product Owner will document the change and impact with support from the Gray Quarter Scrum Master/Project Manager. For velocity changes attributed to the Client that impact the overall project costs or overall Release timeline, Client will process a Change Order adjusting the deliverables/payment amounts to incorporate the additional cost. •Non-Productive Time – Gray Quarter's price for this SOW is based on the assumption that the Gray Quarter team will have complete, timely, and accurate information and other deliverables and dependencies from the Client team, enabling the team to be productive during working hours throughout the course of the project. Issues impacting the Gray Quarter team members' productive time will be escalated to the Change Control Board (CCB) and a mutually agreed resolution must be in place within seventy-two (72) hours of the initial escalation. No changes shall be made to Sprint Backlog (User Stories /PBIs) during the current Sprint, for either PBIs/ User Stories already delivered but not yet accepted and PBIs/ User Stories accepted. The Product Owner can address Standard Changes by re-prioritization of the Product Backlog, with agreement from the Gray Quarter Scrum Master/Project Manager and Scrum Team. For example, if a new "must-have" User Story is identified during Sprint 2, the Product Owner can schedule the new User Story for Sprint 3 as long as a User Story of equivalent size (hours, Story Points, and sizing factors) is removed from the Product Backlog. Packet Page. 1463 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 41 of 63 Changes to the Product Backlog affecting the overall project scope, level of effort, or timelines for the Release must be approved following the Extraordinary Change Order process set forth below. Standard Change Order Process – Standard changes are items that can be addressed through reprioritization of the Product Backlog without impacting the overall scope, delivery timeline, or costs. The decision makers required for standard changes include the Gray Quarter Scrum Master/Project Manager, Client Product Owner, and Client Project Manager. •For each change where Gray Quarter and Client agree to define as a new PBI/ User Story, the Client Product Owner completes the definition of the Story. •The Gray Quarter team will analyze the change during the next scheduled Sprint Planning session to estimate and size (hours and Story Points) the new PBI and check against available sizing factor allowances. If the change applies to an already implemented PBI/Story, then any rework or impacts to other stories required will be added as another PBI/Story. •The Client Product Owner must make the decision concerning the change. There are two possible options: o Accept the change into the Product Backlog and decide which PBI/Story (or stories) are to be removed to offset the added size (hours, points, sizing factors) or o Reject the change. •Finally, the Client Product Owner will prioritize the new PBI/Story (if added) against the Product Backlog. Extraordinary Change Order Process – If a change exceeds the baseline Product Backlog size (as defined by Story Points and sizing factors) or otherwise impact the planned number of Sprints and Release date set for the project, then the Client Product Owner will: •Prepare a preliminary Project Change Order Form to identify the nature of the requested change. •The Gray Quarter Scrum Master/Project Manager will work with the team to perform an assessment/review to determine the full impact on the project, including cost and timeline impacts if applicable. •Escalate this assessment to the Client and Gray Quarter Stakeholders. Project Management Tools The project team will use the following tools: •JIRA – Gray Quarter will establish a JIRA instance for the project team to use as its virtual scrum board. Gray Quarter will load the Product Backlog into JIRA and the team will use the tool during Build Sprints to organize and track work. The Gray Quarter Scrum Master/Project Manager will use this tool to monitor project metrics such as Burndown and Velocity. •PowerPoint – Gray Quarter may summarize the information found in JIRA into two slides. Packet Page. 1464 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 42 of 63 •Project – Gray Quarter will mutually develop a project schedule using Microsoft Project. Project Governance Framework Project Governance occurs at multiple levels to maximize business value and mitigate risks for the project. •Project Level – Project-level governance is performed by the project management team, which consists of the Gray Quarter Scrum Master, Client Product Owner, and Client Project Manager. This team is empowered to make day-to-day decisions within the constraints of the project SOW. This team meets weekly to review project status, identify, and mitigate risks, resolve issues, and monitor action items. This team is responsible for escalating issues to the Program Level governance team where they cannot reach a resolution or otherwise avoid impacting the project scope, timeline, resources, or costs. •Stakeholder Level – Stakeholder level governance is performed by the Gray Quarter Executive, and Client Stakeholder. This team meets bi-weekly, handles issue escalations, supports risk mitigations, and makes decisions. This group is responsible for rapidly addressing blocking issues escalated from the Project Team. Implementation Methodology The team will adhere to an Agile scrum framework tailored for the Accela Civic Platform. The methodology is an adaptation of Agile methods to work within this project's unique constraints of price, scope, low-risk tolerance, and deployment of the new configurations into a live Production Accela environment. The Agile framework for this project consists of a series of four types of Sprints: 1.Foundation Analysis Sprint (Sprint Zero)—Upon project start, the team will begin with a Sprint Zero to create Product Backlog Items (PBI), also known as "User Stories". The source of Sprint Zero items can be a combination of Client requirements and/or best practices from other government Client configurations that are similar in nature. These items will comprise the Release Product Backlog. 2. "Build" Sprints – Following Sprint Zero, construction begins through a series of time-boxed build Sprints. The team uses the outputs from the Sprint Zero to inform the solution architecture, configure the solution foundation, and develop the technical components. Working software is delivered during the Sprints, with conversions, interfaces and reports all being developed and managed concurrently within the Sprint. Sprints are time-boxed to maintain the integrity of the delivery timeline. Within a Sprint, development proceeds according to the established priorities. The product developed in each Sprint is reviewed and validated by the Product Owner with support from Client SMEs, often through a facilitated walk through of each use case developed/configured in the system. Packet Page. 1465 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 43 of 63 3.Readiness (Production Release) Sprint –During the Readiness Sprint stage the team completes final end-to-end and regression tests and promotes the software to Production. 4.Stabilization and Transition (Post-Production) Sprint – Following Production Go Live; the team will deliver post- Production support and system refinements through a series of Sprints. The first Sprint is the Stabilization Sprint where Gray Quarter prepares the Release for transition to the Client support team. System maintenance and refinement Sprints continue following the Stabilization period. Team Roles and Responsibilities A joint team comprised of Gray Quarter and Client resources will deliver this SOW. Team size and composition may vary based on the Release scope and activities underway during a given Sprint. Gray Quarter will assign the required resources to the team, which may change during a Release in response to project demands. General Gray Quarter Responsibilities •Development and Unit Test - Perform software configuration and development for the PBIs assigned to Gray Quarter staff in each build Sprint. •Defect Correction - Resolve Severity 1 and 2 defects (related to PBIs assigned to Gray Quarter staff) discovered during Sprint testing within the Sprint, or according to an alternate timeline mutually agreed with Product Owner. Severity 3 and 4 defects are treated as new PBIs and prioritized by the Product Owner according to the Change Control process defined above. •Backlog Grooming Support - Support the Product Owner in Product Backlog grooming activities by providing consultative support for defining Gray Quarter solution approaches, for up to 6 hours of Product Backlog grooming working sessions per Sprint. Any additional Product Backlog grooming tasks assigned to Gray Quarter resources (outside the allocated 6 hours per Sprint for consultation) will be treated as a new PBI and prioritized by the Product Owner according to the Change Control process described above. •Knowledge Transfer - Enable Accela product knowledge transfer to Client resources to support the delivery of tasks assigned to Client resources and enable ramp-up of the team skillset. This will be accomplished through up to 8 hours per Sprint of open office hours or knowledge transfer work sessions targeted toward completing specific Product Backlog tasks scheduled within the current Sprint. The 8 hours for Knowledge Transfer will be allocated and defined for each Sprint during Sprint Planning. Any additional knowledge transfer tasks assigned to Gray Quarter resources (outside the allocated 8 hours per Sprint for consultation) will be treated as a new PBI and prioritized by the Product Owner according to the Change Control process described above. •Scrum Master, Project Management, Project Oversight – Gray Quarter will assign a Scrum Master to the project to facilitate the scrum processes, such as Release and Sprint Planning, Packet Page. 1466 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 44 of 63 Sprint reviews and retrospectives, and scrum meetings. In addition, the Gray Quarter Scrum Master/Project Manager will perform general project management tasks to monitor Gray Quarter resources' work, assignment of tasks, and other project management disciplines. Gray Quarter will also assign an Executive to provide oversight and act as the initial escalation point beyond the day-to-day project team. General Client Responsibilities •Development and Unit Test - Perform software configuration and development for the PBIs assigned to Client staff in each build Sprint. •Defect Correction – Approve the resolution of severity 1 and 2 defects (related to PBIs assigned to Client staff) discovered during Sprint testing within the Sprint, or according to an alternate timeline mutually agreed with the Client Product Owner. •Backlog Grooming – The Product Owner will lead continuous Product Backlog grooming and is responsible for delivering a Sprint Product Backlog that meets the Definition of Ready prior to the Sprint planning meeting. Client program area personnel and subject matter experts will perform Product Backlog grooming activities as the Product Owner directs. •Testing – Client resources will perform testing per the timeframes defined during Sprint Planning, this includes development and execution of regression test cases that incorporate PBI Acceptance Criteria as well as confirm adherence to the Definition of Done. Specific Team Roles •Client Product Owner – This is a Client business lead with the following responsibilities: o Initial development and prioritization of the Product Backlog during Sprint 0, o On-going revision and re-prioritization of the Product Backlog (grooming), o Identification of the prioritized Sprint Backlog prior to Sprint Planning, o Adherence to the "Definition of Ready" for the targeted Sprint Backlog before the Sprint Planning meeting, o Participation on behalf of Client in scrum planning and review meetings, o Direct Client testers to confirm completion of Sprint Backlog items, o Move completed items to "Done" on the scrum board before the Sprint Review, o Review and sign-off on all project deliverables. •Client Subject Matter Expert (SME) / Tester – This is a Client role with the following responsibilities: o Primary Client person supporting the Product Owner in creating/updating the Story/task details in the Product Backlog, o Provides detailed answers for business questions posed by Scrum Team members, o Develop, document, and execute the test cases, o Attends scrum meetings and is a member of the Scrum Team. Packet Page. 1467 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 45 of 63 •Client Project Manager – This is a Client role with the following responsibilities: o Provides project and budgetary oversight and status, o Provides backup for Gray Quarter Scrum Master/Project Manager, o Attends scrum meetings and holds the scrum standup meeting. •Gray Quarter Solution Architect(s), Script Specialist(s), Report Writer(s), Implementation Consultant(s), and Business Analyst(s): o Gray Quarter resources are available to provide Product Backlog grooming support to the Product Owner, o Define and validate Accela solution approaches and tasks during Sprint Planning and throughout the Sprint cycle, o Perform configuration tasks assigned to the Gray Quarter team during the build Sprints, o Attends scrum meetings and is a member of the Scrum Team. •Gray Quarter Scrum Master / Project Manager: o Facilitates the use of the scrum methodology, o Organizes and leads the scrum standup meeting, Sprint Planning, Sprint Review, and Sprint Retrospective, o Works with Client PM to remove Scrum Team roadblocks and escalate issues as needed, o Monitors team velocity and prepares weekly status reports, o Prepares mitigation plans for project risks and performs general project management discipline-related tasks. •Client Oversight Team – This a Client team that includes senior-level stakeholders (such as the project sponsor) and managers, and provides strategic support to help define business needs and achieve project outcomes Delivery Approach The project will be delivered through a series of Agile Sprints. The first Sprint (Sprint 0) is roughly 4 weeks in duration and is allocated exclusively to Product Backlog grooming and elaboration in preparation for the first build Sprint. Build Sprints are 4 weeks in duration. The final Sprints prior to the Release are allocated to Production readiness and "hardening", performing the final code promotion, data migration, and end-to-end testing before Production use. Packet Page. 1468 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 46 of 63 Sprint Zero and Product Backlog Elaboration The first Sprint for the project will consist of a Sprint 0 Product Backlog elaboration activity (Foundation Analysis). The purpose of Sprint 0 is for the Client Product Owner and the project team to create / elaborate the Product Backlog, assign Story Points, prioritize stories, and create the overall Release Plan. During the Foundation Analysis prior to finalization of the Release Plan, the team will compare the elaborated Product Backlog to the Scope as defined in this SOW to identify changes. If new or changed scope is identified during Foundation Analysis, the team will determine whether such items can be accommodated in the Release (through workshare or assignment of equivalent Product Backlog items to Client resources) or whether a Change Order (Please see Change Control section) is required to incorporate the new scope. In addition, during Sprint 0, the team must elaborate enough Product Backlog detail to meet the "definition of ready" for Sprint 1 Planning. The Product Owner will conduct subsequent Product Backlog elaboration continuously, throughout each Release, creating elaborating enough detail to drive the subsequent Sprints. The Product Owner is responsible for identifying and prioritizing product backlog targeted for the next Sprint and elaboration work required to confirm the Sprint Backlog meets the Definition of Ready prior to the Sprint Planning session. Sprint 0 Foundation Analysis To complete Sprint 0, Gray Quarter will facilitate working sessions and activities to further understand and define the regulatory functions for the Client and how these workflows and functions will be automated within the Accela Civic Platform. Integrations, imports, exports, conversions, and reports are identified in the Business Foundation Analysis from a functional perspective, in the context of the overall use cases/ User Stories. Separate analysis for integrations (including imports and exports), conversions, and reports will commence during this phase following the business analysis sessions. These activities will complete the more detailed technical analysis, which often requires different participants than those in the business analysis sessions. •For the conversion analysis, Gray Quarter staff will evaluate the data sources for all anticipated regulatory functions, •For each data source, Gray Quarter will work with the Client data owner to define the conceptual data mapping to Accela, identify high level business rules and data transformations required based on the conceptual data mapping, and define the delivery/extract format Client will use to provide the datasets to Accela during Implementation. In addition, the team will identify data quality and cleaning tasks. Packet Page. 1469 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 47 of 63 •Gray Quarter will identify and define conceptual solutions for reports, imports, and exports. Gray Quarter will incorporate these items into the Product Backlog by defining associated User Stories. Sprint 0 Foundation Analysis Acceptance Criteria The following is the acceptance criteria for the Sprint 0 deliverable: •The Release Plan and Product Backlog accurately capture the inputs provided by Client staff during the business and technical analysis working sessions. •The Product Backlog and related artifacts contain sufficient detail to enable the team to understand the requirements and provide accurate build estimates. All items do not require full elaboration, as additional elaboration is expected to occur during later activities. The Product Owner has assigned a priority for each Product Backlog item. •Each Product Backlog item is assigned Story Points for purposes of understanding the relative effort to develop each item. Definition of Ready The criteria listed below define what the team considers readiness of Product Backlog items for scheduling into a Sprint during Sprint Planning: •Story/PBI contains actors, problem, and value, •Story should fit in a Sprint, •Story is appropriately documented and ready for building. Supporting material for a Story will be attached to the appropriate "cards" in JIRA, •Business value should be obvious, if not, it should be explicitly stated, •Story contains verifiable, explicit acceptance criteria, •Test case for the Story is written, •Story focuses on business goals, not solutions. During Sprint 0 and ongoing Product Backlog elaboration and grooming, the Product Owner (with support from the Scrum Team) performs the following activities: •Prioritizes each PBI using the JIRA Priority field (Low, Medium, High, Critical), •Defines and prioritizes new Product Backlog items (see Change Control section above for process), •Identifies changes needed to existing Product Backlog items (see Change Control section above for process), •Continuously monitors relative priorities against the Release Plan (i.e., which PBIs are targeted for each Sprint) and applies changes to the Release Plan (in collaboration with the Gray Quarter Scrum Master/Project Manager), Packet Page. 1470 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 48 of 63 •Identifies PBIs for the next Sprint and elaborates sufficient details and tasks to confirm the Sprint Backlog meets the Definition of Ready prior to the Sprint Planning meeting, •Directs the Scrum Team in the creation of test cases. Build Sprints Build Sprints shall begin after the completion of Sprint Zero. The Product Owner in collaboration with the Gray Quarter Scrum Master/Project Manager and Scrum Team shall select sufficient work from the current Product Backlog for Sprint 1. Based on this selected work, the team will develop an initial Sprint Backlog, and enter the build Sprint phase of the Release. Build Sprints continue until the Release Backlog is complete and ready for the Release Readiness or "hardening" Sprints. Prior to the actual configuration or development occurring in a Sprint, the team performs Sprint Planning to review the Product Backlog items assigned to the Sprint, identify additional details surrounding each item and establish the tangible tasks to be completed by the team. The Scrum Team establishes the Sprint Backlog based on Product Owner priorities and by an assessment of the team's capacity during the Sprint and performance (delivery velocity) from previous Sprints. During Sprint Planning, the team commits to deliver a distinct set of User Stories/Product Backlog items. Items not completed during the time-boxed Sprint (as per the jointly defined Definition of Done and Acceptance Criteria) remain on the Product Backlog for scheduling in a future Sprint. Once the Sprint begins, the Sprint Backlog cannot be changed without invoking the Change Control Process. The Product Owner can add new requirements such as changes to a User Story or changes/additions to Acceptance Criteria, to the Product Backlog, but not to the Product Backlog items scheduled for completion within the Sprint currently underway. If the new Product Backlog items cause the Product Backlog to exceed the total initial Product Backlog size, equivalent items can be deprioritized (moved off the Product Backlog) or a Change Order (Please see Change Control section) processed to incorporate additional build Sprints into the project. Throughout a Sprint cycle, standup meetings will be scheduled with the implementation team to discuss what team members accomplished the previous day, plan to accomplish that day, and discuss any issues or roadblocks. At the end of Sprint, final meetings will occur as a review and retrospective to discuss the completed Sprint and determine what could be changed that might make the next Sprint more productive. During Product Backlog refinement (or grooming), the Product Owner can change the Product Backlog (add, change, remove items) as long as the total effort (hours estimate or Story Points) does not exceed the initially planned Product Backlog size. Packet Page. 1471 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 49 of 63 The following outlines each of these key build Sprint elements: 1. Sprint Planning Meeting – No longer than 4 hours, held at the start of each Sprint to discuss details for completing the tasks as part of the Sprint's Product Backlog. The following are the key objectives of this meeting: o The Product Owner communicates the scope of work for the Sprint, reviewing "ready" Product Backlog items to be done. o The team assesses the work and negotiates with the Product Owner on which PBIs can be completed in the Sprint. o The entire team prepares the Sprint Backlog by detailing the work (i.e., tasks) needed to finish the selected Product Backlog items. This includes: ▪Breakdown of the item into individual tasks, ▪Estimate of the time required to complete each task, ▪An allocation of the tasks within the development team. 2. Configuration, Development, and Unit Testing – the team configures and/or develops based on the tasks assigned in the Sprint Backlog. 3. Functional Testing – Client resources confirm the unit tested Product Backlog items conform to the acceptance criteria defined for the User Story. If an item passes functional testing, it is promoted to the Product Owner to indicate it is "done" and considered completed for the Sprint. 4. Scrum Meetings – each meeting during a Sprint, the team holds periodic scrum meetings. o All team members must come prepared. o The meetings should occur at the same time and place every day. o The meetings should be limited (i.e., timeboxed) to fifteen minutes. o Each team member answers the following questions: ▪What did I do yesterday that helped meet the Sprint goal? ▪What will I do today to help meet the Sprint goal? ▪Do I see any impediments that prevent me or the team from meeting the Sprint goal? o Any impediment (stumbling block, risk or issue) identified in the scrum meeting should be captured by the Gray Quarter Scrum Master/Project Manager and an agreed person designated to working toward a resolution (outside of the scrum meeting). No detailed discussions should happen during the scrum. o The scrum enables the Gray Quarter Scrum Master/Project Manager to track a Sprint burndown chart that measures the current estimate of outstanding work required to complete each task in the Sprint Backlog against the total available time remaining in the current Sprint. If there is a discrepancy, the development team and the Gray Quarter Scrum Master/Project Manager must propose a corrective action plan to the Product Owner. Packet Page. 1472 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 50 of 63 5. Sprint Review– the team presents the completed work to the Product Owner during the Sprint review meeting held at the end of a Sprint. The meeting is recommended to be no more than two hours in duration. The following key objective should be met: o The team reviews the work that was completed in the Sprint duration. For items that have passed functional testing, the Product Owner assigns a completed status ("done"). o The team also reviews planned work that was not completed. The Product Owner determines (outside of the Sprint review meeting) how to re-prioritize any incomplete work for future Sprints. 6. Sprint Retrospective Meeting – the Sprint retrospective meeting is also held at the end of the Sprint and is facilitated by the Gray Quarter Scrum Master/Project Manager. The purpose of this meeting is to foster continuous improvement within the team. This meeting should also be no more than two hours in duration. The following questions should be asked to the entire team: o What went well during the Sprint cycle? o What went wrong during the Sprint cycle? o What could we do differently to improve? As part of the Release Planning and Product Backlog grooming, the Product Backlog will be logically sequenced to address dependencies between technical components (conversion, interfaces, and reports). For example, the team will complete the base configuration of the license types during initial Sprints (e.g., Sprints 1, 2 and 3). In subsequent Sprints, the team will build the next logical layers such as automations, conversions, interfaces, and reports. The following list provides key considerations. •Solution Foundation – Early build Sprints will focus on configuring the base solution, or foundation. This base configuration solidifies the record types, data fields, and workflows for a given license process. It serves as the basis for automations, reports, and interfaces. •Automations – Automations are built against the base configuration. In some cases, the automation tasks related to a User Story may be scheduled for a later Sprint to enable the base configuration to be finalized prior to writing automation code. •Reports and Interfaces– Reports and interfaces are also built against the base configuration and are scheduled for Sprints after the foundation is done. A given Sprint may include one or more of the following: configuration, business automation, report analysis, etc. The goal is to deliver increments of working product functionality within each Sprint. If a Product Backlog item/ User Story cannot be accomplished within a Sprint, the team must break it down to units of work achievable within a Sprint. In some cases, this may not be practical, for example an entire life cycle of an interface being built within the duration of a single Sprint. In these cases, the team will either break the work down into distinct increments or each Sprint may have pieces of the conversion and interface activities, such as Data Mapping occurring in an early Sprint, conversion development occurring in the next Sprint, and a test conversion run in a later Sprint. Packet Page. 1473 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 51 of 63 Software Release to Production Once the Product Backlog items targeted for a Release are complete, the Scrum Team will enter the Production Release Sprints to complete Release testing, and code promotion to Production. During this project stage, final Release testing (often referred to as "hardening") is the goal of testing activities. This effort is focused on confirming that the product increments delivered in each Sprint interoperate as designed and that no new regression errors were introduced. Release Sprints ready the results of the completed build Sprints, enabling the promotion of a new set of configurations into Production Release, encompassing the following activities: •Code and configuration promoted to the final staging environment, •Release hardening and regression tests, •Code promotion to Production, •Production Release and smoke test. Release testing cycles are managed in Sprints similarly to how they are managed in a waterfall methodology. Once within the Release testing Sprint, the team will perform end-to-end hardening test for the new configurations and regression tests where applicable against previously released functionality. The Product Owner is responsible for prioritizing the team's work on go-live critical defects to complete the project stage within the allocated Sprint(s) (time box). Conformance with the Release Definition of Done (which includes no Severity 1 or 2 defects open) constitutes the acceptance criteria for a Release. Defects are deviations from the Acceptance Criteria defined for the Product Backlog item. During the Release Sprint, Severity 1 or 2 defects will be prioritized. Out-of-scope issues will be closed or deferred to a future Release or Post-Production Support Backlog. Post-Production Support Following Production Go Live, Gray Quarter and Client will complete a Post-Production Stabilization Sprint (12 weeks) to address post- Production defects and transition the Release to the Client support team. Assumptions General Assumptions •To meet the overall timelines of the project, the Client and Gray Quarter will adhere to the mutually agreed schedule and agree that time is of the essence. For schedule changes or elaboration during Sprint Planning, Gray Quarter and Client determine task deadlines to be documented in the project schedule and/or assigned during Sprint Planning for each Sprint. Unless otherwise defined, Gray Quarter expects a single review cycle (i.e., submit, review, cure, Packet Page. 1474 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 52 of 63 accept) will be achievable for deliverables and PBI approvals. The second review will focus on defects and comments raised during the first review. •Sprint Execution – The Client and Gray Quarter will be responsible for maintaining the quality of the Sprint execution. This includes but is not limited to the duration, scope, task completion, feedback, participation, and Product Backlog grooming required for Sprint readiness. Any impact by any party to the Sprint may require a Project Change Order (Please see Change Control section) to address the need for more resources (i.e., time) to complete the remaining Sprints and project activities. Once the Sprints have been set, any changes to the Sprint’s scope could result in the need for a Project Change Order (Please see Change Control section) to account for the additional Sprints needed. •Testing Execution – The Client will be responsible for the build-out and completion of the testing scripts used to validate system functionality against requirements in scope. Case identification and disposition (training, new requirement, or defect) must be agreed upon at the end of each day by the Client Product Owner and Gray Quarter Scrum Master/Project Manager. This will allow for the proper execution of priority work items for the team to resolve to successfully close out the Sprint. •Travel is anticipated in the performance of this SOW. The Client will be billed for travel expenses. •No sales tax or use table shall be included in or added to the prices of material on this order. •The Client and Gray Quarter will review their responsibilities before work begins to ensure that the Services can be satisfactorily completed in the appropriate timeframe. •Gray Quarter is not responsible for impacts to the timeline caused by a dependency on a third party that is solely caused by the Client. Payment Terms Gray Quarter will perform the Services on a Time-and-Material basis. The total price to perform the Services and provide the Deliverables described herein is $2,100,336 at $168 per hour for a total of 12,502 hours exclusive of taxes and expenses (the "Time-and-Material"). The Time-and-Material price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. Invoices will be sent monthly based on hours worked. The Period of Performance (PoP) is projected to be twenty four (24) months from project kickoff to go live. Packet Page. 1475 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 53 of 63 Expenses Travel is anticipated for this project and Gray Quarter has allocated up to $40,000 for travel expenses. The City will approve any onsites from Gray Quarter prior to any finalizing of an onsite meeting. If additional travel is required beyond the travel budget, the client and Gray Quarter will mutually agree to the increased amount. The actual amounts of any reasonable and customary travel expenses incurred during the performance of the Services will be billed to Client. Gray Quarter will bill Client for actual expenses incurred for travel and lodging/living, as well as other approved out-of-pocket expenses (such as mileage, parking, tolls and telecommunications charges, etc.). City can reimburse per City’s reimbursement policy. Expense receipts will be made available as requested by Client. Appendix A: Statement of Work for the ePermitHub’s Digital Plan Room High Level Overview of the DPR implementation The Digital Plan Room (DPR) implementation will follow the Release Plan referenced on page 19 of the SOW. The DPR implementation phase activities are outlined below but will follow the SOW’s referenced 24 sprints and 4 iterative releases. Implementation Phase Activities: 1. Project kick-off and initiation (Project startup phase listed within the SOW): •Establish a communication and project tracking plan. •Deliver the Project kick-off presentation and meeting. 2. Digital Plan Room Cloud Provisioning (Sprint 0: Foundation Phase listed within the SOW): •Verify that all Accela Civic Platform prerequisites are in place. •Cloud Provisioning of the Digital Plan Room components into Client’s nonprod1 environment. •Cloud Provisioning of the Digital Plan Room database. •Discuss nonprod2 and PROD environments. 3. Digital Plan Room Configuration Analysis (Sprint 1 listed within the SOW): Packet Page. 1476 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 54 of 63 •Define the configuration for each record type to be enabled in the plan room. •Gather all document types needed for upload and mapping to the plan room. •Gather Digital Signature validation requirements. •Gather review package checklist requirements. •Plan Accela workflow integration configuration points. •Design final approved documentation business logic. •Determine Accela user group to Digital Plan Room role mappings. •Determine Digital Plan Room disciplines to workflow task configuration. •Gather stamp and watermark requirements. 4. Digital Plan Room Configuration (Sprint 2-23 listed within the SOW): •Configure Accela Civic Platform standard choices as defined during Configuration Analysis. •Configure Digital Plan Room business rules utilizing the DPR Accela SDK. •Implement custom EMSE scripting as determined during Configuration Analysis. •Develop stamps and watermarks as determined during Configuration Analysis. Training, User Acceptance 1. User Acceptance Testing (UAT) will follow the SOW referenced on page 19. 2. Historical Plan Review Conversion: •Migration of documents from in-flight plan review and historically approved projects from legacy electronic plan review platform into the Digital Plan Room. •Migration of textual comments for historical plan reviews. 3. Administrative and technical training will follow table 6, referenced in the SOW. 4. Staff Training will follow table 6, referenced in the SOW. 5. Agency Client Enablement: •Produce contextually relevant public-facing training and help web-based videos for licensed professionals, contractors, owners, and the public submitting plans. •Produce public-facing User Guide for licensed professionals, contractors, owners, and the public submitting plans. •Conduct web-based Agency Customer training sessions. Packet Page. 1477 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 55 of 63 ePermitHub Digital Plan Room Project Plan Details The following section(s) describes the specific activities and tasks that will be executed to meet the Client's business objectives and requirements. In support of the implementation effort described below and within the SOW, Gray Quarter will provide the below-detailed implementation services. For each deliverable, a description is further defined below. Digital Plan Room Provisioning During the cloud provisioning step, the Gray Quarter team will review the Digital Plan Room cloud provisioning requirements with the Client’s technical team, including infrastructure and software prerequisites. Once the prerequisites are confirmed to be in place in the Client’s SUPP environment, the Digital Plan Room software components will be provisioned by the Gray Quarter and verified to work properly. Documentation on the software setup architecture specific to the Client will be provided to the Client’s technical team for reference. Gray Quarter Responsibilities: •Providing timely and appropriate responses to Client’s requests for information. •Consulting with Client resources to provide technical input and answer technical questions related to the requirements for the Digital Plan Room. •Gray Quarter will provision up to two [2] sandbox environments. Client Responsibilities: •Providing timely and appropriate responses to Gray Quarter’s requests for information. •Providing Gray Quarter with Admin contact information to setup Client’s Admin account. Digital Plan Room Configuration Analysis During the Foundation phase and Sprints comprises of the activities required to define the appropriate configuration of the Digital Plan Room and its integration points with the Accela Civic Platform, specifically to reflect the Client’s plan review business processes. During this task, the Gray Quarter team, with input from the Client, will identify any details as it pertains to plan submittal, review, and approval and provide appropriate configuration specifications for the following items: •Determine configuration for each Plan Review record type, •Determine all needed document types, •Determine document upload configuration, •Determine Digital Signatures validation configuration, •Determine Accela workflow integration configuration points, •Determine final approved set cloning business logic, Packet Page. 1478 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 56 of 63 •Determine Accela to Digital Plan Room user role mappings, •Determine Digital Plan Room discipline configuration, •Determine required Approval Stamps. Gray Quarter Responsibilities: •Providing timely and appropriate responses to Client’s request for information. •Interviewing staff to understand existing business processes. •Conducting meetings via email, web conference, and phone to gather and validate analysis input. Client Responsibilities: •Providing timely and appropriate responses to Gray Quarter’s requests for information. •Making available the appropriate Client key users and content experts to provide the required information, participate in the configuration analysis, and verify the accuracy of the documented workflows, input/output formats, and data elements. •Providing any existing business process documentation, including process flows; fee schedules; commonly used applications, reports, and forms; and other relevant information. •Scheduling participants and meeting locations for analysis activities. Digital Plan Room Configuration Gray Quarter will configure the Digital Plan Room and make any modification to the Accela Civic Platform configuration by the requirements and determinations made and agreed upon between Gray Quarter and the Client. The following high-level tasks will be performed: •Configure Accela Civic Platform standard choices for the Digital Plan Room as defined in the previous Deliverable, •Configure new Accela document types and associated business rules, •Configure Digital Signature validation, •Configure Digital Plan Room EMSE library and required scripts, •Implement custom EMSE scripting as determined during Configuration Analysis, •Design, create and configure Approval Stamps as determined during Configuration. Packet Page. 1479 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 57 of 63 Documentation on the software configuration specific to the Client will be provided to the Client’s administrative and technical team for reference. Gray Quarter Responsibilities: •Providing timely and appropriate responses to Client’s request for information. Client Responsibilities •Providing timely and appropriate responses to Gray Quarter’s requests for information. •Making available the appropriate Client key users and content experts to participate in creating the system to learn about the system (knowledge transfer). •Working with Gray Quarter to verify that the system meets the requirements captured in the foundation phase. User Acceptance Testing (UAT) During UAT, Gray Quarter will assist the Client in testing and validating the configuration and readiness to be migrated to production. The testing effort will require a significant time investment by the Client. The Gray Quarter will aid the Client through UAT support and address and rectify issues discovered during the UAT process. Gray Quarter Responsibilities: •Providing recommendations on testing strategy and best practices. Client Responsibilities: •Providing timely and appropriate responses to the Gray Quarter’s request for information. •Making available the appropriate Client key users and content experts to participate in UAT as defined and managed by Client. •Utilizing the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable. Packet Page. 1480 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 58 of 63 Administrative and Technical Training The Gray Quarter will provide training to Client staff focusing on the administrative and technical setup and the Digital Plan Room administration and configuration. The goal is to educate Client staff in all aspects of the Digital Plan Room solution and ensure the staff is self-sufficient before Go-Live. The Gray Quarter will provide remote training sessions that span 4 hours. Client staff is responsible for selecting qualified users for the training, who are critical to project success. The following topics will be covered as part of the training session: •Accela workflow integration, •Plans and Documents upload, •Digital Plan Room roles and mapping to Accela roles, •Digital Plan Room Standard Choices, •Digital Signatures validation, •Approval Stamps creation and deployment. The Gray Quarter will provide Client staff with appropriate documentation for the topics covered in the training session. Gray Quarter Responsibilities: •Coordinate with the Client to define training schedule and logistics. •Deliver training per the specific requirements listed above and within the SOW. Client Responsibilities: •Select and prepare the power-users who participate in the training and subsequently training end-users. •Arrange the time and qualified people for the training who are critical to the project’s success. •Provide suitable Client facilities to accommodate various training classes. •Ensure that users are proficient in using PCs in a Windows environment as a prerequisite for the course. •Ensure that users are familiar with the use of standard Internet browsers as a prerequisite for the course. •Ensure that the users install prerequisite software prior to training. Packet Page. 1481 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 59 of 63 End User Training Gray Quarter will complete all the necessary training to run electronic plan review operations across applicable departments. Training materials and required training sessions will be created and conducted. Gray Quarter will provide the following onsite or remote training sessions to the Client End Users (Users with non-administrative roles) referenced on page 19 of the SOW. It is recommended that each training session be recorded for reference. The course curriculum is as follows: Intake Specialists/Permit Technician Curriculum Description ePermitHub Digital Plan Room embedded into Accela Citizen Access •Plan submittal from the Client perspective. o Understanding the process, a Client will follow to submit an application and submit plans and supporting documents. o Review the types of file validation & digital signature validation occurring during submittal and how to interpret any errors. o Walkthrough file processing and reviewing the automated sheet numbering. •Resubmittal process from the Client perspective o Reviewing & answering issues from a rejected plan set o Completing the resubmittal of plan addressing the answered issues. ePermitHub Digital Plan Room embedded into Accela Civic Platform Back Office •Plan submittal from a staff perspective when done in- house. •High-level review of Plan Reviewer activities o Learn at a high-level the steps a plan reviewer will perform and how they affect what the Client will see in Accela Citizen Access Plan Reviewers/Managers Curriculum Description Packet Page. 1482 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 60 of 63 ePermitHub Digital Plan Room embedded into Accela Civic Platform Back Office •Accela workflow and the digital plan room o Learn how the digital platform interacts with the Accela workflow •Completing a plan review o Navigating the digital plan room o Overview of the viewer and available tools o Creating issues & markup o Reviewing issues and filtering tools o Sheet versioning o Comparison tools o Stamping •Rejecting plans & requesting revisions •Resubmittals & approving plans. •Create print set •Overview of Intake Staff usage of the digital plan room o Plan submittal from a staff perspective when done in-house ePermitHub Digital Plan Room embedded into Accela Citizen Access •Overview of Client usage of digital plan room o Plan submittals and file validation & processing. o Reviewing and answering issues contextually from the plan markup Gray Quarter Responsibilities: •Coordinating with the Client to define training schedule and logistics. •Providing End User Training as described above. •Providing training material in a format easily modifiable by the Client. Client Responsibilities: •Selecting and preparing the power-users who will be participating in the training and subsequently training end-users. •Arranging the time and qualified people for the training who are critical to the project’s success. Packet Page. 1483 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 61 of 63 •Providing suitable Client onsite facilities to accommodate various training classes. •Providing printed training resources developed by Gray Quarter for Client staff. •Ensuring that users are proficient in using PCs in a Windows environment as a prerequisite for the course. •Ensuring that users are familiar with the use of standard Internet browsers as a prerequisite for the course. Agency Customer Enablement In this context, the “Agency” (i.e., city, county, state, etc.) is the Gray Quarter’s Client, and the “Agency Customer” is the Agency’s Customers, such as the licensed professionals, owners and general public leveraging the ePermitHub Digital Plan Room embedded in Accela Citizen Access to: •Submit their initial electronic plans and supporting documents, •Respond to Issues related to their plans created by Agency Plan Reviewers, •Resubmit corrected plan sheets (aka, digital slip sheets), •Access and print approved job copies of their plans. During Agency Customer Enablement, Gray Quarter provides web-based training sessions, produces contextually relevant public-facing web-based training videos, and produces a User Guide for Agency’s Customers on how to use the ePermitHub Digital Plan Room embedded in Accela Civic Access. Client publishes videos and User Guide to a dedicated Digital Plan Room information page at Client’s website. Gray Quarter Responsibilities: •Provide three [3] web-based Agency Client training sessions of one [1] hours each covering the following topics: o Plan Submittal, o File Validation Overview, o Response to Agency Correction comments, o Plan Re-submittal. •Produce the following five (5) public-facing videos: o Uploading Plans & Supporting Documents, o Finalizing & Submitting Review Packages, o Accessing Review Issues & Conditions, o Submitting Revised Plans, Packet Page. 1484 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 62 of 63 o Downloading Approved Plans. •Produce User Guide in editable format. Client Responsibilities: •Creating a dedicated public-facing information web page for related Digital Plan Room videos and User Guide, •Adding Client branding at the beginning and end of each video. •Adding Client branding to User Guide. •Adding Digital Plan Room videos and User Guide to Client’s Digital Plan Room information web page. •Coordination of the external Client webinar scheduling, registration and launching of the training. Project Assumptions 1. Gray Quarter assumes the Client will have the proper resources to implement the Digital Plan Room software. 2. Gray Quarter assumes all Professional Services costs and work have been identified in the SOW. Any additional cost or work required for this project will be identified and requested through a Change Request process. 3. Gray Quarter assumes the Client has identified a dedicated Accela user-account to be used for communication between the ePermitHub and Accela software. 4. Gray Quarter assumes the Client will provide the appropriate staff to be trained on the software during the training periods outlined in the Project timeline. 6. Gray Quarter assumes it will provide recommendations to the Client for plan review related record types regarding record and workflow statuses most appropriate for the Digital Plan Room software. 7. Gray Quarter assumes all standard choices required to integrate the software into the Client’s Accela configuration and software will be configured by Gray Quarter. 8. Gray Quarter assumes the Client will collaborate with Gray Quarter on delivery of scripts required for the Digital Plan Room. 9. Gray Quarter assumes the Client’s Accela Configuration Environment and Production Environments are in sync. 10. Gray Quarter assumes Client will verify that all Accela Civic Platform prerequisites are in place. Packet Page. 1485 5 7 7 7 August 28, 2024 – Gray Quarter, Inc.Page 63 of 63 13. Training Execution parameters are as follows: a. At the beginning of the project, the Client selects and prepares the power-users who will be participating in the training and subsequently training end-users. Any switch in Client internal resources may require the need for a project change request to account for missing time. b. In the event of onsite training, Client provides suitable onsite facilities and equipment, such as access to network-connected training computers and monitors, to accommodate various training classes. d. In the event of offsite training, Client ensures all remote class attendees have access to suitable equipment, such as access to internet-connected training computers and monitors, to accommodate various training classes. e. Gray Quarter provides training resources in digital format developed by Gray Quarter for Client staff being trained. f. Ensure that users are proficient in using PCs in a Windows environment as a prerequisite for the course. g. Ensure that users are familiar with the use of standard Internet browsers as a prerequisite for the course. 14. Schedule and delivery are contingent on availability and access to Client staff. Packet Page. 1486 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 1 of 99 PURCHASING GUIDELINES AND PROCEDURES Purchasing Division Precious Carter: Purchasing Division Manager Contact: Carter_Pr@sbcity.org Effective Date: April 18, 2023 Packet Page. 1487 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 2 of 99 Table of Contents SECTION 1: OVERVIEW Introduction…………………………………………………………………………………………………………………3 Role of the Purchasing Department…………………………………………………………………………….3 Purchasing Values and Principles………………………………………………………………………………..4 Purpose of the Purchasing Manual……………………………………………………………………………..4 Goal………………………………………………………………………………………………………………………….4 -5 Why Policies and Procedures Matter.………………………………………………………………………….5 Code of Ethics………………………………………………………………………………………………………….6 -7 Conflict of Interest………………………………………………………………………………………………………7 Gratuities…………………………………………………………………………………………………………………….7 Definitions and Terms………………………………………………………………………………………….7 – 16 SECTION 2: POLICIES Policy Definition…………………………………………………………………………………………………………16 The Purpose of Policies………………………………………………………………………………………………16 What Makes a Good Policy………………………………………………………………………………………..16 Purchasing Policy………………………………………………………………………………………………..17 – 41 Purchasing Card Policy (P-Card)………………………………………………………………………….42 – 52 Travel Authority and Expense Reimbursement…………………………………………………..53 - 61 SECTION 3: PROCEDURES Procedure Definition………………………………………………………………………………………………….62 The Purpose of Procedures…………………………………………………………………………………………62 What Makes a Good Procedure………………………………………………………………………………….62 Exceptions to the Bidding Process……………………………………………………………………….62 - 63 The Purchasing Process………………………………………………………………………………………………64 Telephone Quotes…………………………………………………………………………………..………………….65 Example & Details of a simple quote………………………………………………………………………….66 Response Time from Purchasing Agents…………………………………………………………………….67 Purchasing Dept. Led Bids………………………………………………………………………………….68 - 74 Protest Form and Content…………………………………………………………………………………………..75 Vendor Setup Instructions…………………………………………………………………………………………..76 Purchase Orders (POs)………………………………………………………………………………………………..76 PO Change Order Process……………………………………………………………………………………………77 Furniture Order Process……………………………………………………………………………………………..78 Staples Office Supplies……………………………………………………………………………………………….78 Business Registration…………………………………..…………………………………………………………….78 City of San Bernardino Contract Processing Guidelines………………………………………79 – 87 Justification of Single/Sole Source Request…………………………………………………………88 - 89 City Clerk DocuSign Process…………………………..……………………………………………………….….90 How to Calculate Cost Avoidance/Cost Savings………………………………………………….91 – 92 Certificate of Insurance (COI)………………………………………………………………………………93 - 99 Packet Page. 1488 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 3 of 99 SECTION 1: OVERVIEW Introduction The Purchasing Division supports the City Manager, Mayor and City Council, City Departments and Agencies of the City of San Bernardino. The Purchasing Division provides quality goods and services in a timely manner and at the best value for the City. The Role of the Purchasing Division A Purchasing Division, also called a procurement division, supports operations by serving as the primary buyer of goods and services in a private sector company, government agency, educational institution, or any other type of organization. The Purchasing Division serves as a compliance division for the purchasing needs of the City. The Purchasing Division serves the needs of internal customers by procuring goods and services in a timely manner. The purchasing staff serves the organization’s financial wellness by seeking out and purchasing goods and services at the lowest price and best value. The Purchasing Division offers procurement services, administers contracts, ensures contract compliance, and manages vendor relationships. Purchasing involves the acquisition of equipment, furnishings, supplies, maintenance services, construction services and contractual services. Purchasing assists departments and/or leads with preparing bid specifications; initiation formal quotes, proposals, and bids, conducting public bid openings, evaluating bids, awarding, and administrating contracts until the final completion or termination of a contract. The values of the Purchasing Division include Customer Services, Partnership, Innovation, Ethical and Fair Conduct, Professional Values and Transparency. These values assist the Division in fulfilling departments’ obligations while upholding legal requirements and fiduciary responsibilities to the residents of the City of San Bernardino. Packet Page. 1489 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 4 of 99 Purchasing Values and Principles Transparency: Being Open and Honest Accountability: taking responsibility of our work Ethics: The rules, principles, and standards of deciding what is morally right or wrong when working. Impartiality: Acting fairly and equitable in all our dealings These values and principles influence how suppliers, contractors and vendors interact with the City and they can affect the way in which the press, public, and other government partners view the City. The Purchasing Division acts as a neutral party in purchasing activities. The Purchasing Division doesn’t have an interest in who is awarded a bid. The City’s Purchasing Division presents the facts that are submitted within bid proposals. Purpose of the Purchasing Manual The purpose of the Purchasing Guideline and Procedure Manual is to streamline and detail all Purchasing procedures and guidelines. This Manual will assist all departments in following proper procurement procedures and how to have all proper approvals and signature authorities for procuring materials, services, and equipment. Goal All purchasing activities are to be conducted in an ethical manner. Department Directors, Division Managers, and all staff members must be aware of their ethical duty as servants of the public trust while spending public funds. The Purchasing Division will provide a purchasing process that implements and maintains the requirements of City Municipal Code 3.04.070. A.The Purchasing Division has established a program for all Departments to conduct competitive bidding in the open market that will obtain the greatest advantage for the City of San Bernardino. B. The Purchasing Division has established purchasing processes utilizing ethical standards. C. The bidding processes established by the Purchasing Division attempts to obtain high quality goods and services at reasonable costs. TRANSPARENCY ACCOUNTABILITY ETHICS IMPARTIALITY Packet Page. 1490 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 5 of 99 D.In most instances purchases will be awarded to the lowest most responsible and responsive bidder based on the specifications of the sourcing effort. All services and materials that are released to the public for bidding purposes will adhere to the City of San Bernardino requirements. E.The established bidding/purchasing processes promote and maintain good relationships with vendors. All City of San Bernardino staff shall conduct themselves in a professional manner, while promoting equal opportunity, fairness and courtesy in vendor relations. Why Do Policies and Procedures Matter to the City? Together, policies and procedures guide our city and reduce risk of liability. They promote consistency across the organization, both for employees and for customers. Consistency builds a healthy reputation for our city over time, especially regarding employee touchpoints with customers. Another term for this is branding. Consistency builds and protects the City’s brand. Policies and procedures promote Consistency across our City, which builds and protects our city’s brand over time. Policies can only positively impact our city if they’re followed. The responsibility is twofold: o Leadership must communicate policies effectively. o Employees must follow them. Packet Page. 1491 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 6 of 99 Code of Ethics A. Avoid Unfair Practices: By granting all competitive suppliers’ equal consideration in so far as State, Federal and City regulations require. B. Conduct business in good faith:Demanding honesty and ethical practices from all participants in the purchasing process. C. Decline personal gifts or gratuities: from present or potential suppliers since this can influence or appear to influence procurement decisions. D. Avoid preferential treatment of certain vendors: Favoritism is the presence of bias or partiality for one vendor over another, or actions that may cause this perception. E. Promote positive supplier/contractor relationships: By providing vendors with courteous, fair, and equal treatment. F. Avoid controversy:make every reasonable effort to negotiate equitable and mutually agreeable settlements of controversies with supplier(s). G. Avoid conflicts of interest: avoid involvement in any transaction/activities that could be considered to be a conflict between personal interest and the interests of the City. H. Know and obey the letter and the spirit of the law: governing the purchasing function and remain alert to the legal ramifications of purchasing decisions. I. Enhance proficiency: by acquiring and maintaining current technical knowledge and pursuing related educational opportunities and professional growth. J. Do not engage in auctioning of bids or quotes: The disclosure of one vendor’s price to another to obtain a lower price is illegal. Prices and other information provided in the purchasing process must not be divulged until made public. K. Do not engage in back door buying or selling: Unofficial, irregular, devious buying or selling, usually resulting from undue efforts to induce preference for a particular vendor with the intent of limiting competition. Also, evasive actions taken by the seller to circumvent the Purchasing Division and/or City rules/regulations by trying to influence or sell directly to the City’s internal user/customer department. L. Avoid false information: Employees must take care to avoid providing inaccurate information to vendors during a solicitation process and must not conceal relationships with vendors or other inappropriate purchasing activity. M. Do not help a bidder with a proposal: Coaching or providing solutions to prepare or improve a proposal is unethical. N. Avoid leveling: A form of fraud in which a contract is promised to a specific vendor, even though a public solicitation is being pursued for the save of appearances by asking other vendors to submit a bid. This form of collusion is illegal and is a form of price fixing. Procurement professionals and other employees who use leveling will be subject to applicable disciplinary processes and any other investigation by law enforcement agencies. O. Proper award of contracts and/or purchase orders: Awards should be made to the vendor who receives the highest rating meeting the solicitation requirements (best value). Formal solicitations should state the criteria upon which the evaluation will be based. Criteria may include ability to meet the City’s needs, past performance, references, warranties, services costs, or other measurable specifications that will Packet Page. 1492 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 7 of 99 eliminate the appearance of an arbitrary or capricious award. Evaluations must be conducted in accordance with criteria established in the solicitation document. Conflict of Interest No employee or officer shall purchase goods or services for the City if they have a financial interest in connection to the purchase. No officer or employee shall participate in procurement or make evaluations concerning the purchase of a good or service if they have a relationship or a financial interest concerning the individual or Business seeking a contract from the City. This action would violate Government Code 1090. Gratuities All staff and employees are prohibited from accepting gifts, money, kickbacks, rebated goods, or anything that may be construed as an unlawful consideration from individuals or businesses currently engaged in a contract or may be awarded a contract in the future. The offer of such gratuity will result in declaring the individual or business an irresponsible bidder and will prevent the individual or business from bidding. ***PLEASE NOTE*** It is important to keep in mind that, even when no unethical behavior is evident, the appearance of unethical behavior must be avoided. Such behavior erodes public trust and the reputation of the employees, their department, and the city. Definitions and Terms: Amendment: An agreed addition to, deletion from, correction, or modification of a document or contract Annual Purchase Order: Annual purchase orders are used for repetitively purchasing from the same vendor for items that are under the $10,000 threshold. If an item is purchased that is $10,001 and $40,000, the annual purchase order cannot be used. Three quotes must be obtained. The proper procurement process must be followed while using an annual purchase order. Best and Final Offer (BFOA): This procedure is utilized during the evaluation process after the invitation to negotiate is released and negotiations and presentations have taken place. Vendors are asked to submit a best and final offer based off this negotiation. Best and final offers, as the name suggest, are a vendor’s final proposal submittal. Typically, best and final offers may include price adjustments, modification to a vendor’s proposed solution and contract terms that differ from standard City contractual language. “Best Value” Procurement Procedure: A procurement method that emphasizes value over price. 2. An assessment of the return that can be achieved over the useful life of the item, e.g., the best combination of quality, service, time, and price. Packet Page. 1493 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 8 of 99 For specialized goods, nonprofessional services, and non-public improvement work, the Purchasing Division may approve the use of the “Best Value” method. The “Best Value” Method takes into consideration the lowest cost, qualified bidder with the quantity and scope needed. This method utilizes the request for proposal solicitation which includes specifications and evaluation criteria and allows the vendor to determine the way in which they will best meet the City’s needs. “Best Value” Procurement must be approved by the Purchasing Division prior to the solicitation of any proposals. Quality and performance considerations will also be given, as well as price of goods, services, or non-public project implementations. Criteria for “Best Value” Performance shall include but not be limited to the following: a. Ability, Capacity, and skill of the vendor to provide the required goods and services of the City within the time period required. b. Character, integrity, reputation, judgement, experience, and efficiency of the proposer. c. Quality of performance of work performed by the vendor from previous purchases. d. Ability of the proposer to provide future maintenance, repairs parts and services for the use of goods and services. e. Performance of the vendor under past contracts with the City. f. Possession of required licenses and insurance documents, and endorsements for the City as needed to supply goods and services. Bid: The response submitted by a bidder to an invitation for Bids (IFB). Bid Bond: An insurance agreement, accompanied by a monetary commitment, by which a third party (the surety) accepts liability and guarantees that the bidder will not withdraw the bid. Please Note:The purchasing agent may require a bid bond to accompany a bid. A bid bond should be no more than 10% of the total bid. The City Manager shall establish standards for determining under what circumstances a bid bond is required. City Council and the City Manager have the authority to require a performance bond if they find it necessary in order to protect the City and its interest. Certificate of Insurance (COI): is a document from an insurer to show you have business insurance. This is also called a certificate of liability insurance or proof of insurance. With a COI, your clients can make sure you have the right insurance before they start working with you. Please Note:Sample COI located at the end of Purchasing Guidelines and Procedures. Change Order: A written modification or amendment to a contract. You can also look at phrases such as: Amendment, Modification, Authorized Deviation, Change Order Authority, Contract Modification. Change Order Authority:The power of right of a public entity to unilaterally modify a contract without the express consent of the contractor. Packet Page. 1494 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 9 of 99 Commodity: Something useful that can be turned into a commercial advantage; anything that can be purchased, processed, or resold. Examples – paper, furniture, fasteners. Completion or Performance Bond: An instrument executed, subsequent to award, by successful bidder that protects that public entity from loss due to the bidder’s inability to complete the contract as agreed. A risk mechanism that secures the fulfillment of all contract requirements. May be referred to as a completion bond. Consultant: A person or company that possesses unique qualifications that allow them to perform specialized advisory services usually for a fee. Consultant Services Agreement (CSA) or Vendor Service Agreement (VSA): A written contract between the City and a vendor, stating all terms and conditions of a proposed transaction or service. Contract: 1. An obligation, such as an accepted offer, between competent parties upon a legal consideration, to do or abstain from doing some act. The essential elements of a contract are an offer and an acceptance of that offer; the capacity of the parties to contract; consideration to support the contract; a mutual identity of consent; legality of purpose; and definiteness. 2. A legally binding promise, enforceable by law. 3. An agreement between parties with binding legal and moral force, usually exchanging goods or services for money or other considerations. Cost Avoidance:Action that avoids incurring costs in the future, also known as “soft savings” and, therefore, not reflected in financial statements. Cost Savings:A realized and measurable reduction in material, resource, or labor expense(s) associated with the production and delivery of an item or service. Primarily associated in the manufacturing of an item; interchangeably used to indicate a lower price paid by the buyer form what was previously paid. Cooperative Procurement (Purchasing): 1. The action taken when two or more entities combine their requirements to obtain the advantages of volume purchases, including administrative savings and other benefits. 2. A variety of arrangements, whereby two or more public procurement entities purchase from the same supplier or multiple suppliers using a single Invitation for Bids (IFB) or Request for Proposals (RFP). Cooperative procurement efforts may result in contracts that other entities may “piggyback.” Department of Industrial Relations (DIR): A department of the State of California, which is a regulatory agency for various functions, including enforceability of SB854, which now requires public works contractors subject to prevailing wage requirements to register annually with the Department of Industrial Relations and pay and annual fee. Beginning effective September 1, 2021, the City of San Bernardino will accept public works bids from only those contractors and subcontractors who have complied with this requirement. Please refer to the DIR website: Packet Page. 1495 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 10 of 99 https://www.dir.ca.gov/Public-Works/Contractor-Registration.html Disadvantage Business Enterprise (DBE): For profit small business concerns where socially and economically disadvantaged individuals own at least a 51% interest and also control management and daily business operations. Usually is certified as a DBE entity in the United States by the government of the State in which it is located. Emergency: A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102. Emergency Purchase:A purchase made as the result of an unexpected and urgent request in which health and safety, or the conservation of public resources is at risk. Usually, formal competitive bidding procedures are waived, modified, or simplified. The City’s Municipal Code allows for Emergency Purchases under §3.04.070. Encumbrance: The appropriation of funds to purchase an item or service. To encumber funds means to set aside or commit funds for specified future expenditure. “Environmentally Preferable” (Per Calrecycle): the Procurement of goods and services that have a reduced impact on human health and the environment compared to competing products serving the same purpose. It is an essential part of the search for high quality products and services at competitive prices. Formal Bid: A bid that must be submitted in a sealed format and in conformance with a prescribed format to be opened in public at a specified date and time. This type of format is generally used in the Public Sector for Public Works bid projects, usually called a Request for Bid (RFB) General Services: furnishing of labor, time, or effort by a contractor for non-professional services as the city may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background, or training. Goods:any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City. Informal Bid/Proposal: A competitive bid, price quotation, or proposal for supplies or services that is conveyed by a letter, fax, e-mail, or other manner that does not require a formal sealed bid or proposal, public opening, or other formalities. Generally relegated to requirements that may be considered low value or fall under a stipulated price/cost threshold. Packet Page. 1496 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 11 of 99 Please Note:For the City, most bids conducted in this manner would be considered “Formal” as long as the actual proposal(s) are not viewed until the bid deadline date and time. Key Performance Indicators (KPIs): Refer to a set of quantifiable measurements used to gauge a company’s overall long-term performance. KPIs specifically help determine a company’s strategic, financial, and operational achievements, especially compared to those of other businesses within the same sector. Local Vendor: According to the City’s Municipal Code §3.04.100 Local Bidders, “local” is defined as having “(1) fixed facilities with employees within the City of San Bernardino’s jurisdiction (a PO Box or residential address is insufficient unless it is a home-based business, in which case the residential address may be used) and (2) an appropriate City of San Bernardino Business License.” Lowest Responsive and Responsible Bidder: The Bidder who fully complied with all of the bid requirements and whose past performance, reputation, and financial capability is deemed acceptable, and who has offered the most advantageous pricing or cost benefit, based on the criteria stipulated in the bid documents. Local Vendor Preference: Any formal or informal bid submitted by a local bidder for goods or materials, shall receive a five percent (5%) credit for comparison purposes with other bidders. A five percent (5%) credit for comparison purposes shall be used for bidders of services. Municipal Code §3.04.100 Maintenance Services: The furnishing of labor, time, or effort by a contractor, including but not limited to: • Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes. • Minor repainting. • Resurfacing streets and highways at less than one inch. • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and • Other similar services that are generally classified as maintenance and not public projects. Penalty Charge:A clause in a contract specifying the sum of money to be paid if the contractor defaults on the terms of the contract, particularly with respect to time. Penalty Clause: Punitive language inserted in a competitive solicitation that details what action will be taken if the contractor does not perform in a satisfactory manner. (ISM, 2000) Packet Page. 1497 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 12 of 99 Pre-Bid/Pre-Proposal Conference (Meeting):A meeting held by the buyer with potential bidders/proposers prior to the opening of the solicitation for the purpose of answering questions, clarifying any ambiguities, and responding to general issues to establish a common basis for understanding all of the requirements of the solicitation. May result in the issuance of an addendum to all potential providers. In certain situations, a mandatory conference may be advisable. Pre-Solicitation Conference (Bidders or Suppliers Conference):An informal, typically non- mandatory, meeting inviting comments and suggestions from a representative group of suppliers on the draft of a proposed solicitation; this conference provides useful market analysis information to the buyer; usually used for solicitation involving high technology or complex services. Prevailing Wage:the average wage paid to similarly employed workers in a specific occupation in the area of intended employment. o Per www.dir.ca.gov. When the Director of the California Department of Industrial Relations determines that the general prevailing rate of per diem wages for a particular craft, classification, or type of work is uniform throughout an area, the director issues a determination enumerated county by county, but covering the entire area. General determinations are issued twice a year, February 22 and August 22nd. Price:1. A value placed on an object or service provided by a seller to a buyer. 2. The money value of a unit of a good, service, or resource. 3. The total amount, in money or other consideration, to be paid or charged for a commodity normally includes all costs (direct labor, overhead, materials) a profit or fee. Piggy-back (Piggyback Cooperatives Contracts or Government Contracts):A form of intergovernmental cooperative purchasing in which an entity will be extended the pricing and terms of a contract entered into by a larger entity. Generally, a larger entity will competitively award a contract that will include language allowing for other entities to utilize the contract which may be to their advantage in terms of pricing, thereby gaining economies of scale that they normally would not receive if they competed on their own. Professional Service: A service rendered by member(s) of a recognized profession or possessing a special skill. Such a service is generally acquired to obtain information, advice, training, or direct assistance. See also: Nonprofessional Service. Public Works (PW): According to Labor Code 1720, construction, alteration, demolition, installation, or repair work done under contract and paid for the whole or in part out of public funds, except work done directly by any public utility company pursuant to order of the Public Utilities Commission or other public authority. For purposes of this paragraph, “construction” Packet Page. 1498 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 13 of 99 includes work performed during the design and preconstruction phases of construction, including, but not limited to, inspection and land surveying work, and work performed during the post construction phases of construction, including, but not limited to, all cleanup work at the jobsite. “Installation” includes, but is not limited to, the assembly and disassembly of modular and/or affixed modular office systems. Protest: A written objection by an interested party to a solicitation or award of a contract with the intention of receiving a remedial result. Purchasing Agent:Individual who acts on behalf of any entity, such as a corporation, partnership, or any level of government as that entity conducts business. See also: Law of Agency, Principal, Buyer, General Agent, Special Agent. Purchase Order:A purchaser’s written document to a supplier formalizing all terms and conditions of a proposed transaction (e.g., description of the requested items, cost of items being purchased, delivery schedule, terms of payment, transportation). A purchaser’s written document to a supplier formalizing all the terms and conditions of a proposed “single” transaction, such as a description of the requested items, cost of items being purchased, delivery, schedule, terms of payment, and transportation. Purchase orders are only to be made by the Purchasing Division, except in the case of small purchases or in the case of an emergency. No employee is to request the delivery of goods or services without the issuance of a purchase order. o Please note that a small purchase is a purchase that is less than or equal to $10,000. Purchase Order (Stand Alone): This type of transaction is not connected to a contract in any way. Stand Alone POs are created for one-time purchases, usually for equipment and materials. Stand Alone POs have their own terms and conditions. Once signed by the recipient it is a legally binding contract. Purchase Order (Assigned to a Contract):This type of transaction is connected to a contract. The terms and conditions along with the expiration date of the contract extend to the Purchase Order. Purchase Orders that are contract specific/related should not be drafted beyond the expiration date of the contract that it is attached to. If the contract is extended, then the PO can be extended. If the contract expires, the PO cannot be extended beyond the expiration date of the contract. Purchase Requisition (PR): A document created by a requestor authorizing the commencement of purchasing transaction. This typically will include a description of the need and other information that is relative to the transaction. A requisition may be submitted in hard copy or via eProcurement software. Packet Page. 1499 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 14 of 99 Quote: An informal purchasing process which solicits pricing information from several sources. A price quote in general delivers a fixed price for a product or service. It is given to a customer by a supplier and can be either written or verbal. The quoted price is only valid for a certain period of time and can’t be changed once the client accepts it. What isn’t a price quote: A screen print from a vendor’s website. A price taken from a newspaper or magazine advertisement. A price paid from a previous product. Pricing changes over time. It mustn’t be assumed that the price of the product is the same as previously quoted. A verbal price given without written confirmation and/or follow-up. Requisition: An internal document by which a using agency sends details of supplies, services, or materials required to the Purchasing Division. Request for Comments (RFC):A document generated prior to an authorized procurement in order to request feedback from the contracting community or potential Proposers/Bidders, to seek information about a product or service in order to assist in the finalization of technical specifications, design specifications, or a statement of work. Request for Information (RFI): A non-binding method whereby a jurisdiction publishes via newspaper, internet, or direct mail its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc. Request for Proposal (RFP):The document used to solicit proposals from potential providers (Proposers) for goods and services. Price is usually not a primary evaluation factor. Provides for the negotiation of all terms, including price, prior to contract award. May include a provision for the negotiation of best of final offers. May be a single or multi-step process. This format of bidding was introduced in the Armed Services Procurement Act of 1962 as wells as by the Competition in Contracting Act of 1984. Request for Qualification (RFQual): A document that is issued by a procurement entity to obtain statements of the qualifications of potential responders (development teams or consultants) to gauge potential competition in the marketplace, prior to issuing the solicitation. Request for Quotation (RFQ): Purchasing method generally used for small orders under a certain dollar threshold. A request is sent to suppliers along with a description of the commodity or services needed and the supplier is asked to respond with price and other Packet Page. 1500 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 15 of 99 information by predetermined date. Evaluation and recommendation for award should be based on the quotation that best meets price, quality, delivery, service, past performance, and reliability. Single Source: A Single Source is a procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. A department must demonstrate in writing, to the Purchasing Agent that the purchase can only be obtained from a single source. The Purchasing Agent is satisfied with the price and the terms and conditions negotiated, for single source goods and services greater than $10,000 and less than or equal to $100,000; this will require approval by the Purchasing Agent. Approval for a single source procurement in excess of $100,000 requires approval by the City Council. Sole Source:Sole Source is used only when there is only one qualified company that has developed a patented or copyright product or service; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition. Examples would be (rights to data, copyrights, or patents, proprietary interest, or secret processes) to the manufacturing of the good or service. The word “sole” means only one. A sole source must meet certain requirements: a) Is the commodity or good or service the only of its kind? b) The commodity is available from one, and only one source. Specifications: A precise description of the physical characteristics, quality, or desired outcomes of a commodity to be procured, which a supplier must be able to produce or deliver to be considered for award of a contract. Splitting Purchases: To divide a purchase into two or more parts in order to avoid the requirements of the Purchasing Policy in Municipal Code 3.04. This action is strictly prohibited by the Code. Municipal Code § 3.04.090: It shall be unlawful to split or separate into smaller purchases, a purchase so as to bring the purchase within the provisions of any exemption or less stringent procedure provided herein. For example, procurement cards may be used to make single purchases without quotes for up to $10,000. An employee makes three purchases of $9,000 on their p-card for materials for an event, rather than getting bids. Their total spend is $27,000. When the Finance Department later audits p-card charges, they identify these charges as a split purchase that not only violated City Policy and Municipal Code but is illegal. Surplus: 1. An overstock situation that occurs when the quantity of goods on hand exceeds the quantity of goods needed. The overstocked goods may be returned to the supplier, sold at Packet Page. 1501 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 16 of 99 auction, or disposed of in a method acceptable to the entity. 2. The goods or materials that are obsolete or no longer needed by the agency and are designated for disposal. Surplus becomes available for disposal outside of the entity due to an unforeseen situation that affects the use of the item (for example, chairs or desks that have been replaced with new items). Disposal of surplus is governed by Municipal Code § 3.04.080. SECTION 2: POLICIES Policy A set of general guidelines that are outlined by the City for talking about certain situations/issues. The Purpose of Policies To communicate city values, philosophy, and culture. Effective policies also lay the foundation for a healthy work culture. Maybe you’ve seen firsthand how policies influence culture, communicate expectations to employees, and guide day-to-day operations. Also, maybe you’ve seen the adverse effect of neglected policies. What makes a good policy? Clear, concise, and simple language Policy explains the rule, not how to implement the rule (That is what Procedures are for and that is what the purchasing manual does.) Policies easily accessible by staff at all times. Represents a consistent, logical framework. Packet Page. 1502 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 17 of 99 City of San Bernardino Administrative Policy Purchasing Policy and Procedures Guide Subject: Purchasing Policy and Procedures Guide Purpose: To set forth the policies governing procurement and contracting and to establish certain procedures concerning authorization, documentation, and expenditure for Agencies, Departments, and the City Manager of the City of San Bernardino. The City of San Bernardino has a goal of ethical and fair procurement, and open competition. This Purchasing Policy and Procedures Guide outlines procedures in compliance with Chapter 3.04 of the San Bernardino Municipal Code. Authority: Resolution No. 2023-020 Scope: Unless otherwise stipulated herein, this policy applies to all City Employees and Elected Officials making purchases on behalf of the City of San Bernardino. All such employees and officials shall comply with the provisions outlined in this policy. The purpose of any required documentation is to ensure transparency and provide sufficient evidence to anyone who reviews bids, proposals, and/or other purchasing materials that public funds were expended in compliance with this Purchasing Policy and Procedures Guide, San Bernardino Municipal Code, and applicable State and Federal law. Exemption from Scope None Packet Page. 1503 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 18 of 99 TABLE OF CONTENTS Section Page I. Introduction 3 II. Purchasing Expenditure and Approval Thresholds 6 III. Informal Procurement 7 IV. Competitive Procurement 7 V. Exemptions 8 VI. Protest Procedures 9 VII. Federal Emergency and Grant Procurement Procedures 10 VIII. Contracting 19 IX. Surplus Supplies and Equipment 20 X. Ethical Standards and Fair Processes 21 Exhibit A – Expenditure and Authorization Threshold Reference 24 Exhibit B – Contracting Guide 25 Packet Page. 1504 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 19 of 99 I. INTRODUCTION (a) Purpose Chapter 3.04 of the San Bernardino Municipal Code provides for the administration of the City’s procurement processes, including the establishment of Purchasing Policy and Procedures Guide (“Policy”). The purposes and objectives of this Policy are: 1. To ensure compliance with all current laws and regulations 2. To promote transparency of the City’s procurement activities 3. To establish standardized, cost-effective, and efficient purchasing methods 4. To ensure continuity of City operations 5. To promote fair competitive processes 6. To maintain integrity and fairness 7. To support the City’s mission and serve the best interest of the public This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters 12.20, 12.21 and 12.24 of the San Bernadino Municipal Code. (b) Definitions In construing the provisions of this Policy, the following definitions shall apply: Cooperative Purchasing – Cooperative purchasing is an arrangement in which multiple entities combine their buying requirements onto a single contract and aggregate volume to enhance their purchasing power. Emergency – A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102. Emergency Purchase – A purchase or procurement of supplies, equipment or services made during an emergency as defined under Section VI(A) and MC 3.04.070. General Services - furnishing of labor, time, or effort by a contractor for non-professional services as the City may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background or training. Goods - any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City. Local Business – The vendor (i) has fixed facilities with employees located at a business address within the City of San Bernardino city limits (a PO box or residence is insufficient); and (ii) has an appropriate City business license/permit, pursuant to MC 3.04.100. Lowest Responsive, Responsible Bid – A bid from a responsible bidder, defined as a bidder qualified to do the solicited work, that conforms in all materials respects to the solicitation, and is the lowest price among qualified, responsive bids. Packet Page. 1505 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 20 of 99 Maintenance Services - the furnishing of labor, time or effort by a contractor, including but not limited to: • Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes; • Minor repainting; • Resurfacing streets and highways at less than one inch; • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and • Other similar services that are generally classified as maintenance and not public projects. Piggyback – (See Cooperative Purchasing). Professional Services - services provided by a person, company, corporation, or firm engaged in a profession based on a generally recognized special knowledge, skill, license, and/or certification to perform the work including, but not limited to, the professions of accountant, attorney, artist, architect, landscape architect, construction manager, engineer, environmental consultant, dentist, physician, training or educational consultant, or land surveyor, and whose services are considered distinct and unique. Protest – A protest is a challenge to the award or proposed award of a contract for the procurement of goods and/or services, or a challenge to the terms of a solicitation for such a contract. Purchase Order (PO) – A purchase order, or PO, is an official document issued by the City committing to pay a vendor for the sale of specific products or services to be delivered in the future. Purchasing Agent – An employee who purchases materials and supplies and solicits bids on behalf of the City. Request for proposal (RFP) – A request for proposal (RFP) is a document that solicits firms to submit a proposal to perform the scope of work associated with a proposed project. Cost is not the sole basis for selection in an RFP; other qualifications including experience, turnaround time and approach to work are important factors when evaluating proposals. RFPs are project specific, and preparation requires general knowledge of the project. It is expected that interested parties would do a limited amount of work to develop a quality proposal. Request for Qualification (RFQual) – A request for qualifications (RFQual) is a document that solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. The preparation of an RFQual generally does not require specific project knowledge or scope. An RFQual may be used as a pre-qualification step to engaging a service provider. If an RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent RFP process. An RFQual will contain specific reference to selection criteria. Request for Quote (RFQ) – A formal or informal solicitation of price quotes. Services - either general services, maintenance services, or professional services. Packet Page. 1506 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 21 of 99 Sole Source – A sole source purchase means that only one supplier, to the best of the requester's knowledge and belief, based upon thorough research, can provide the required product or service. Surplus Supplies and/or Equipment – City owned materials, supplies and/or equipment deemed to be no longer useful or otherwise obsolete. See MC Section 3.04.080. (c) Organization The Purchasing Division is part of the Finance Department, which is responsible for carrying out written administrative procedures adopted by the City Council related to procurement (M.C. § 3.04.020). (i) Purchasing Division. The Purchasing Division is responsible for the oversight and internal control related to procurement and purchasing including, but not limited to: i. Ensuring compliance with Chapter 3.04 of the San Bernardino Municipal Code and this Policy. ii. Developing technical review matrices for proposals iii. Carrying out the initial review of Bids/Proposals iv. Verifying that all legal and other required internal reviews are completed v. Ensuring that departments are using the correct contract templates vi. Opening sealed bids vii. Certification of Sole Source Procurements viii. Managing the City’s Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) Program and reporting results to City Management and the Mayor and City Council. (ii) Purchasing Division Manager (“Purchasing Manager”). The Purchasing Manager is a critical internal control position. While not empowered to make purchases directly, the Purchasing Manager ensures that the City complies with applicable procurement law, grant funding requirements, the San Bernardino Municipal Code and this Policy. The Purchasing Manager is responsible for internal control and compliance related items including, but not limited to: i. Reviewing selection of vendors for compliance with open and fair competition ii. Responding to any bid protests iii. Reviewing the DBE and SBE program including verifying affirmative steps and auditing results iv. Reviewing contracts before they are submitted for final signatures Packet Page. 1507 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 22 of 99 v. Periodic audits for compliance with applicable law, the San Bernardino Municipal Code and the Policy II. PURCHASING EXPENDITURE AND APPROVAL THRESHOLDS (a)Purchasing Requirements by Expenditure Threshold (i) Purchases up to $10,000 (Micro-Purchases): 1. Purchases up to $10,000 may be purchased using a Procurement -Card (“P-Card”) or through a check request. 2. No formal bids or quotes are required. 3. Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090). (ii) Purchases Between $10,001 and $40,000 (Small Purchases): 1. Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase. 2. Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director. (iii) Purchases Above $40,000: 1. Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures). 2. Reporting. All contracts in this category signed by the City Manager, Agency Directors, Directors and/or their designees shall be reported (in list form) to the Mayor and City Council at each Regular City Council meeting during the City Manager Update. (b) Purchasing Authority by Expenditure Threshold (i) Purchases up to $50,000: 1. Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager or their designee. (ii) Purchases between $50,001 and $100,000: 1. Purchases in this category may only be authorized and signed by the City Manager or the Assistant City Manager with prior written authorization from the City Manager in the City Manager’s absence. (iii) Purchases over $100,000: 1. Purchases in this category may only be authorized by the Mayor and Packet Page. 1508 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 23 of 99 City Council. III. INFORMAL (SIMPLIFIED) PROCUREMENT PROCESS Purchases for goods, services, and materials that are subject to the informal procurement process may be processed through vendor quotations as follows: (a) Three (3) written quotes should be obtained. (b) Departments shall strive to obtain written price quotes from three or more potential contractors or suppliers and accept the quote which is determined to be in the best interests of the City. Written price quotes shall be retained and provided as backup for the purchase requisition. If unable to obtain a minimum of three (3) price quotes, staff shall document that reasonable efforts were made to obtain price quotes or proposals including, that there were no other vendors to solicit price quotes or proposals from or that they solicited to other vendors and one or more declined to provide a quote or proposal. (c) Award shall be made to the best qualified vendor presenting a quote or proposal that is in the City’s best interests. For purchases subject to the informal procurement process, criteria other than price may be used. For example, delivery time, quality, and vendor experience may impact the selection of quotes. If using criteria other than price, the criteria should be stated somewhere on the quote documentation for audit purposes. (d) Contracts for the purchase of professional services shall be awarded to the best qualified vendor on the basis of demonstrated competence and professional qualifications. While a reasonable price is always a consideration in selecting a vendor, it cannot be the sole factor in selecting a vendor for professional services. IV. FORMAL PROCUREMENT PROCESS (a) Purchases for goods, services, and materials that are subject to the formal procurement process shall be processed utilizing an RFP, RFQual or RFQ process as described in this Section. The RFP, RFQual or RFQ process shall be utilized to engage services on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the City. The following minimum guidelines and procedures shall be implemented. (i) Notice Inviting RFQs or RFPs. At a minimum, the notice inviting RFQs, RFQuals or RFPs shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of qualifications or proposals; (4) describe general parameters for evaluation and selection; and (5) include any other information required by state or local law. (ii) Published Notice. City staff shall solicit RFQs, RFQuals or RFPs via published notice in a newspaper of general circulation and/or the City’s website at least ten Packet Page. 1509 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 24 of 99 (10) calendar days before the date for receiving qualifications or proposals, unless exigent circumstances call for a shorter time. (iii) Review of Qualifications or Proposals. The City will receive qualifications or proposals at the date, time and place of submission on the notice inviting RFQs/RFQuals/RFPs. Any proposals received after the proposal opening time will be time/date stamped and returned unopened to the proposer. The City will review and evaluate qualifications or proposals based on the evaluation and selection criteria in the RFQs/RFQuals/RFPs and rank proposals based on factors listed in the RFQ/RFQual/RFP. (iv) Negotiation. Once proposals are ranked, the City may negotiate a contract with the highest ranked proposer only, may negotiate with multiple proposers, or may attempt to reach an agreement with the highest ranked proposer before negotiating with other proposers in order of ranking. The City may also dispense with negotiations and recommend an award based on the proposals. (v) Award. Award for professional services contracts shall be to the best qualified vendor who will best serve the City’s interests taking into account the demonstrated competence, professional qualifications and suitability for the project. Award for other contracts shall to the vendor offering the best value to the City, in the City’s sole and absolute discretion. (vi) Rejection of Bids. The City Council may, in its sole and absolute discretion, reject all proposals presented and re-advertise. V. EXEMPTIONS Exemptions from the procurement process may be requested under the following circumstances: (a) Emergency Purchases. An exemption may be granted in case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment, and contractual service. (i) In such a case, the City Manager shall have the authority to authorize the Purchasing Division to secure in the open market such supplies, materials, equipment, or contractual services as deemed necessary. (ii) This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the City Manager’s authorization threshold. In such instances a full explanation of the emergency circumstances shall be filed with the Mayor and City Council (MC § 3.04.070). (iii) If emergency work is performed, the Purchasing Division should be notified by the next business day, or as soon as practical. This will allow the Purchasing Division to properly ratify purchase orders. Packet Page. 1510 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 25 of 99 (iv) An emergency includes the following: (1) a public calamity; (2) an immediate need to prepare for national or local defense; (3) the breakdown of machinery or equipment causing a service impediment requiring immediate resolution; (4) a hazard to public health or welfare; and (5) situation in which the City will be unable to perform services for the public. (b) Cooperative Purchases. The City may engage in cooperative purchasing for goods or services as a third-party agency "piggybacking" on another agency's competitively bid agreement. Cooperative purchasing reduces administrative expenses and secure prices and other benefits of a large volume purchase. Caution must be exercised to ensure that the City is in compliance with all applicable federal, state, and local laws as well as the Policy. The Purchasing Division must be consulted prior to any department engaging in cooperative purchasing. (c) Sole Source. When a department determines that the goods, services or public project can only be obtained from a sole source. For example, only one manufactured makes an item that meets the required specifications or only one item is compatible with existing equipment. Price cannot be used in a determination of sole source. This is an indication of competition in the marketplace. A sole source purchase is a method of acquisition; it shall not be used to avoid competition. A sole source justification memo is required for any sole source purchase over $10,000. The sole source justification memo must be approved by the Purchasing Manager before the purchase is completed. (d) Public Works Projects. This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters 12.20, 12.21 and 12.24 of the San Bernadino Municipal Code. (e) Purchases Approved by Mayor and City Council. A purchase that is otherwise approved by the action of the Mayor and City Council in a public meeting is exempt from this Policy. (f) Federal/Grant-Funded Procurement. Federal/grant-funded procurements shall be exempt from this Policy if such funding requires compliance with an alternative set of procurement rules not in compliance with this Policy. This is more particularly described in Section VII(c) of this Policy. (g) Exemptions Authorized by San Bernardino Municipal Code Section 3.04.010(D)(1). Items listed in San Bernardino Municipal Code section 3.04.010(D)(1) shall be exempt from this Policy. This includes, but is not limited to, purchases/sales from other governmental agencies. (h) Inadequate Competition. Inadequate competitive is defined as when, after solicitation from a number of sources (which must be documented for audit purposes), competition is determined to be inadequate. Inadequate competition includes the lack of receipt of responsive bids. VI. PROTEST PROCEDURES (a) Right to Protest. Prior to making the award, any responsible bidder in connection with Packet Page. 1511 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 26 of 99 the award of a contract may protest the award. A subcontractor of a bidder or proposer may not submit a protest. This Section shall apply to all contracts awarded by the City Council through a formal competitive process, including but not limited to a formal bid or formal request for proposal process. The protest procedure does not apply to contracts that are awarded at the staff level or through a non-competitive process (e.g., by sole source). The protest procedure is solely to serve the public interest and obtain finality of City contract awards. (b) Procedure. The protest must: (i) Be filed in writing within five (5) calendar days after the bid opening date relating to any Bid. Any protest relating to a City determination or recommendation regarding the bidder’s bid must be submitted within five (5) calendar days after the City makes the determination or recommendation (ii) Clearly identify the specific irregularity or accusation; (iii) Clearly identify the specific City staff determination or recommendation being protested, if applicable; (iv) Specify in detail the legal grounds for protest and the facts supporting the protest; and (v) Include all relevant, supporting documentation with the protest at time of filing. (c) City Response. Any grounds not raised in the written protest are deemed waived by the protesting bidder. If the protest does not comply with each of these requirements, the City may reject the protest without further review. If the protest is timely and complies with the above requirements, the City shall review the protest, any response from the challenged bidder(s), and all other relevant information. The City will provide a written decision to the protestor in a reasonable amount of time. (d) Effect of Failure to Comply with Protest Procedures. The procedure and time limits set forth are mandatory and are the sole and exclusive remedy in the event of a bid protest. Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceeding. (e) Conflicts. The protest procedure contained in this Section shall not apply if a particular procurement solicitation contains a different protest procedure. VII. FEDERAL EMERGENCY AND GRANT PROCUREMENT PROCEDURES (a) Purpose. The purpose of these Federal Emergency and Grant Procurement Procedures is to define the practices and policies governing the procurement of services, and goods (i) in preparation of, during, and after an emergency that may be subject to federal funding or reimbursement; (ii) when using federal grant funds subject to the regulations set forth in the following sentence. These Federal Emergency and Grant Procurement Procedures are compliant with Title 2 of the Code of Federal Regulations Part 200, Packet Page. 1512 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 27 of 99 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). (b) Federally Declared Emergencies and Federal Grants; Procurement and Contracting Requirements (i) In the event of an emergency declared by the President of the United States, the City must comply with Federal procurement standards as a condition of receiving public assistance funding from the Federal Emergency Management Agency (FEMA) for contract costs for eligible work. FEMA funding is governed by the Uniform Guidance. (ii) In addition, most federal grant funding is also subject to the Uniform Guidance. Federal grant compliance requires the grantee to conduct procurements in accordance with written procurement policies and procedures that comply with the requirements set forth in the Uniform Guidance. These procurement procedures shall be complied with in connection with utilization of federal grant funding by the City, in addition to any other specific grant requirements. (iii) These procedures are in addition to and are not intended to replace or supersede the City’s other procurement requirements in this Policy or state law. In the case of a conflict between these procedures, the more stringent requirement shall govern, provided that the more stringent requirement would not violate a federal procurement requirement. In such case, for federally funded contracts, the federal requirement shall govern. (c) Conflicts of Interest (i) Standards of Conduct for Conflicts of Interest. No employee, officer or agent of the City shall participate in selection, or in the award or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: The employee, officer or agent; any member of his immediate family; his or her partner; or an organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The City’s officers, employees or agents will neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to sub- agreements. Such a conflict will not arise where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. Employees must follow applicable laws, rules, and regulations in regard to conflicts of interest including, but not limited to, the Political Reform Act, the prohibition against contractual conflicts of interest, and guidelines in the California Code of Regulations regarding acceptance of gifts. (ii) Violations. Disciplinary actions to be applied for violations of the above standards are as follows. (1) The violation of these Standards of Conduct by City employees will subject the violator to any disciplinary proceedings or action deemed Packet Page. 1513 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 28 of 99 appropriate by the City Manager. Employees may correct a violation in any manner provided for under the Political Reform Act, and its implementing regulations. (2) The violation of any of these Standards of Conduct by City officers will require correction of the violation in any manner provided for under the Political Reform Act, and its implementing regulations. (3) Contractors or subcontractors that violate these Standards of Conduct as relates to an active federally funded procurement may be prohibited from bidding on the procurement, or may be subject to other action as deemed appropriate by the City Manager. (4) Agents of the City that violate these Standards of Conduct as relates to federally funded procurements may be prohibited from participation on behalf of the City on federally funded projects, or subject to other action as deemed appropriate by the City Manager. (d) Procurement Standards (i) Oversight. The City shall maintain administrative oversight of contractors to ensure that contractors perform in accordance with the terms, conditions and specifications of their contracts or purchase orders. (ii) Economical Approach. The City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. The City will enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. If feasible and it reduces project costs, the City will explore using federal excess and surplus property in lieu of purchasing new equipment and property. When appropriate, the City will investigate using value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. (iii) Detailed Records. The City shall maintain records sufficient to detail the history of each procurement. These records will include but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. (iv) Procurement Issues. The City alone shall be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes and claims. Protest procedures or information on obtaining the procedures shall be included in the procurement documents. Packet Page. 1514 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 29 of 99 (e) Competition (i) Full and Open Competition. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: (1) Placing unreasonable requirements on firms in order for them to qualify to do business; (2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest, as further detailed herein; (6) Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and (7) Any arbitrary action in the procurement process. (ii) Organizational Conflicts of Interest. An unfair competitive advantage could result if a contractor were allowed to submit a bid or proposal for work described in a specification or statement of work that the contractor itself developed. For the purpose of eliminating a potential unfair competitive advantage, and in compliance with applicable state and federal laws and regulations, a contractor that develops or assists in developing specifications, requirements, statements of work, invitation for bids, and/or request for proposals for City procurement is excluded from competing for the resultant procurement, unless an appropriate waiver is issued by the City. All waivers will be assessed by the City on a case-by- case basis. (iii) Geographical Preference. The City shall conduct procurements in a manner that prohibits the use of statutorily or administratively imposed in-state or local geographical preferences in the evaluation of bids or proposals, except in those cases where applicable federal statutes expressly mandate or encourage geographic preference. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (iv) Procurement Transactions. The City shall require the following information for procurement transactions: Packet Page. 1515 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 30 of 99 (1) A clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description shall not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured, and when necessary, shall set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a brand name or equal description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offerors shall be clearly stated; and (2) All requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (v) Prequalification Lists. The City shall ensure that all prequalified lists, if used, of persons, firms or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. The City shall not preclude potential bidders from qualifying during the solicitation period. (f) Procurement Procedures The thresholds below are federal thresholds. If City thresholds are lower, the more restrictive requirement shall govern, notwithstanding the provisions herein. (i) Micro-Purchases. Purchases within the micro-purchase threshold (e.g., currently set at purchases of $10,000 or less but periodically adjusted for inflation) may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. To the extent practicable, the City must distribute micro- purchases equitably among qualified suppliers. (ii) Small Purchases. Purchases within the simplified acquisition threshold (e.g., currently set at purchases of $40,000 or less) shall not be required to be formally bid. Price quotations must be received from no less than three (3) sources. (iii) Formal, Sealed Bidding. (1) Bids are publicly solicited and a firm-fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming to all the material terms and conditions of the invitation for bids, is the lowest in price. Formal, sealed bidding is required for purchases greater than the simplified acquisition threshold, which is currently set at $40,000, or as may be adjusted by the Federal Acquisition Regulation, pursuant to 48 CFR § 2.101. Packet Page. 1516 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 31 of 99 (2) This is the preferred method for procuring construction, if a complete, adequate, and realistic specification or purchase description is available; two or more responsible bidders are willing and able to compete effectively and for the business; and the procurement lends itself to a firm-fixed-price contract and the selection of the successful bidder can be made principally on the basis of price. (3) The City must publicly advertise the Invitation for Bids and publicly open all bids at the time and place prescribed in the invitation. (4) Any contracts awarded pursuant to this procedure shall be to the lowest responsible bidder submitting a responsive bid and shall be for a firm fixed price. Any or all bids may be rejected if there is a sound documented reason. (iv) Competitive Proposals. (1) When the nature of a procurement does not lend itself to formal, sealed bidding, the City may solicit competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed-price or cost-reimbursement type contract is awarded. (2) A request for proposals (RFP) must be publicly advertised, and the City must solicit proposals from an adequate number of sources. The RFP must identify all evaluation factors and their relative importance; however, the numerical or percentage ratings or weights need not be disclosed. (3) Evaluation factors that will be considered in evaluating proposals shall be tailored to each procurement and shall include only those factors that will have an impact on the selection decision. a. The City’s procurement officer shall establish a formal evaluation committee, of at least two persons. The size of an evaluation committee should be based on the size and complexity of the goods or services being procured and well balanced and represented by individuals involved with the procurement and/or affected by the goods or services being procured. b. The evaluation committee will be charged with responsibility for evaluating proposals in accordance with the evaluation criteria in the solicitation, short listing firms, establishing a competitive range, and/or recommending a firm or firms for contract award. (4) Any contract awarded based on the competitive proposal procurement process cannot be based exclusively on price or price-related factors. Packet Page. 1517 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 32 of 99 (5) If a contract is awarded, it shall be to the responsible firm whose proposal is most advantageous to the City (“best value”), with price and other factors considered. (v) Competitive Proposals for A&E Services. The competitive proposal procedures above may be used for procurement of architect and engineering (A&E) services, provided that proposers must be evaluated based on competence and qualifications, without regard to price. For A&E procurements, price will not be used as a selection factor. The City will rank proposers based on qualifications only, and attempt to negotiate fair and reasonable compensation with the highest ranked proposer. If negotiations with the highest ranked proposer are unsuccessful, such negotiations will be terminated and the City will commence negotiations with the next highest ranked proposer. This process shall be continued with successive qualified proposers until agreement is reached that is determined to be fair and reasonable. (vi) Noncompetitive Procurements. (1) Contracts may be procured through a noncompetitive proposal only when: a. The item is only available from a single source; b. The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; c. The Federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the City; or d. Competition is deemed inadequate after the solicitation of a number of sources. (vii) Public Projects. Public projects shall be procured by the City’s formal contract bid procedures, if any, and the formal, sealed bidding in this section. If there is conflict between the foregoing, the more restrictive requirements shall apply. (viii) Award. (1) Responsible Contractor. The City shall award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. (2) Debarment and Suspension. In accordance with 2 CFR 200.213, in connection with the responsibility determination, a check of debarment and suspension using the System for Award Management (SAM), Packet Page. 1518 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 33 of 99 www.sam.gov, must be performed and documented in the procurement records prior to award. (g) Contracting with Small and Minority Firms, Women’s Business Enterprises, and Labor Area Surplus Firms (i) The City must take all necessary affirmative steps to ensure the use of minority businesses, women’s business enterprises, and labor surplus area firms when possible, as set forth at 2 CFR § 200.321 and detailed below. The City shall: (1) Place qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assure that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Require the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. (ii) The City shall document the steps above, and any relevant findings applicable to any of the steps above in its procurement file. (h) Cost and Price (i) Cost or Price Analysis. The City shall perform a cost or price analysis in connection with every procurement action, including contract modifications, in excess of the simplified acquisition threshold. While the method and degree of analysis depend on the facts surrounding the particular procurement situation, the City must, at a minimum, make independent estimates before receiving bids or proposals. (ii) Profit. The City shall negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where a cost analysis is performed as required by 2 CFR § 200.323(b). Packet Page. 1519 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 34 of 99 (iii) Estimated Costs. Costs or prices based on estimated costs for contracts are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City under 2 CFR 200.400 et seq. (i)Payment Procedures (i) Method of Contracting. Contracts entered into pursuant to these procedures shall utilize only fixed-price, cost-reimbursement, or, to a limited extent, time and materials payment methods. (ii) Prohibited Methods of Contracting. The City shall not use the cost plus a percentage of cost or percentage of construction cost methods of contracting for any work for which federal reimbursement will be sought. (iii) Time and Materials (“T&M”) Contracts (1) T&M contracts should be used rarely, and the use of T&M contracts should be limited to a reasonable time period (e.g., no more than 70 hours) based on circumstances during which the City cannot define a clear scope of work. (2) The City shall only enter into a time and materials contract if all of the following apply: a. The City has determined and documented in the project file that no other contract is suitable; b. The contract has a guaranteed maximum price that the contractor exceeds at its own risk; and c. The City provides a high degree of oversight to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (3) The City must define the scope of work as soon as possible to enable procurement of a more acceptable type of contract (i.e., non-T&M). (iv) Separate Invoicing. All purchases made during a proclaimed emergency shall require separate invoicing from routine (i.e., non-emergency related) purchases. All invoices shall state the goods, services, or equipment provided and shall specify where the goods or services were delivered. All invoices shall specify the location(s) where the goods or services were used, if possible. Any invoice which fails to properly identify the emergency nature of the purchase and provide details as to the date(s) and location(s), as appropriate, shall not be paid until such errors are corrected by the vendor and re-submitted in correct form. (v) Auditing of Invoices for Debris Removal. All invoices for debris clearance and removal shall be audited prior to payment to the contractor. Contractors shall be notified of this requirement prior to the award of any contract for debris Packet Page. 1520 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 35 of 99 clearance and/or removal. Audits shall be in accordance with procedures for debris removal monitoring specified in FEMA’s Publication 325, Debris Management Guide. (j) Bonding Requirements (i) Bonding. For construction or facility improvement contracts or subcontracts exceeding the simplified acquisition threshold (See 2 CFR 200.88), the City shall require at a minimum: (1) A bid guarantee from each bidder equivalent to five percent of the bid price. (2) A performance bond on the part of the contractor for 100 percent of the contract price. (3) A payment bond on the part of the contractor for 100 percent of the contract price. (k) Procurement of Recovered Materials (i) For procurements covered under these procedures, the City and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. In accordance with these requirements, the City shall only procure items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (ii) This requirement applies to purchases of items when the purchase price of the item exceeds $10,000, or the value of the quantity acquired during the preceding fiscal year exceeded $10,000. (l) Contract Provisions. The City’s contracts shall contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. VIII. CONTRACTING (a) Standard Contract Templates. The City utilizes written contracts to document each party's obligation and to minimize the City's risks during the performance of services or supply of goods. Contracts include standard terms and conditions that serve as the framework and a statement of work that serves as the substance, of the contract. During the course of the relationship between the parties, the contract serves as a point of reference which may quickly resolve any misunderstanding. Packet Page. 1521 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 36 of 99 (i) The contract templates include forms for: professional and consulting services, maintenance services, software licensing, and the purchase of goods. The type of contract used for a particular procurement is determined by the nature of the transaction. The City has a set of contract templates that can be found on the City’s Intranet. (ii) The Purchasing Division can aid departments in determining which type of contract is needed. Exhibit B provides a brief explanation when certain contract templates should be used. (iii) Questions regarding contract terms should be directed to the City Attorney’s Office. Under no circumstances should contract terms and conditions be adjusted, changed, or deleted by anyone other than a representative of the City Attorney’s Office. (b) Non-Standard Contracts. In some cases, vendor services or products are specialized, and a department may wish to use the vendor contract. However, doing so requires specialized legal review. It is important to note that this can add anywhere from two (2) to four (4) weeks to the contracting process. This additional time must be allowed for to ensure that the City’s interests are protected. (c) Contracts NOT Required. Neither a contract, nor a purchase order is required for the following: payroll-related expenses such as insurance or retirement payments as approved by City Council through the budget, other insurance premiums, petty cash, travel advances or reimbursements, utility payments, membership dues, subscriptions, debt service, various “pass-through” payments, or other mandated expenditures. Claim forms should be used to pay these items. IX. SURPLUS SUPPLIES AND EQUIPMENT (a) Submitting Reports. The applicable Department Head or their designee(s) will notify the Purchasing Division in writing of surplus supplies and/or equipment and request disposal. This notification shall list each item, acquisition date or estimated age, acquisition price (if known), condition, and any known defect not readily apparent through visual inspection. (b) Review. The Purchasing Division shall review the surplus items and determine if any other City department has a use for the property. (c) Disposing of Surplus. If the Purchasing Division determines that the surplus items are not functionally or economically suitable for further City use, they shall dispose of the items by using a public auction, sealed bids or through negotiated sale for items valued at more than $10,000. For recyclable items equal to or less than $10,000, Purchasing may dispose of those items through a scrap metal or a recycling vendor if the cost to do so does not outweigh the value received in return. (d) Donation. Surplus items valued less than $10,000, for which the City no longer has an identified use, may be donated to 501(c)3 organizations operating within the city limits of the City of San Bernardino. (e) Prohibitions. City employees and/or elected official of the City and their immediate Packet Page. 1522 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 37 of 99 families shall not be eligible to purchase such surplus materials, supplies, and equipment. X. ETHICAL STANDARDS AND FAIR PROCESSES (a)Ethical Standards for Purchasing. When placing City business with the business community, it is every employee’s responsibility to follow good business and ethical practices and to adhere to the City’s applicable law, policies, and procedures. This is a responsibility that should not be taken lightly as it is a duty under the law. All vendors shall be treated equally and fairly at all times by City personnel, with equal information given to each vendor who participates in a competitive situation. City employees must discharge their duties under this Policy in an impartial manner to foster the integrity of the City’s purchasing function and to assure fair and open competition for City business and the selection of competent, responsible vendors. (b) Conflicts of Interest. (i) No employee, officer, or agent of the City may participate in the selection, award, or administration of a contract pursuant to this Policy he or she has a real or apparent conflict of interest. A conflict of interest would arise when the City employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a material benefit from a vendor considered for a contract. The officers, employees, and agents of the City may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts, subject to any applicable standards for determining whether a financial interest is not substantial, or a gift is an unsolicited item of nominal value. (ii) California Government Code § 1090 prohibits City officers and employees from having a financial interest in any contract "made" by them or by any board or body of which they are members. Virtually all City Council members, officers, employees, and consultants of a public entity are considered public officials under Government Code §1090. In a case where a consultant is developing a scope of work for a future project, creation of that scope of work is considered part of the “making” of the contract and defined by Section 1090. As such the consultant would be prohibited from submitting a proposal and/or being awarded a contract for the work. (c) Communications Related to Solicitations. (i) Bidders, proposers, and other potential vendors shall not contact City officials outside of the solicitation process and shall not make any efforts to unduly influence City decision-making or otherwise gain an unfair advantage outside of the solicitation process. Improper contacts or attempts to influence the selection process shall be grounds for automatic rejection. (ii) To the maximum extent feasible, City representatives shall provide each vendor with the same information related to the solicitation. For formal bids, RFP’s and Packet Page. 1523 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 38 of 99 RFQ’s, such information shall be provided in the form of an addendum to the solicitation. (d) Confidentiality and Transparency. (i) Negotiations related to any solicitation shall be maintained with strict confidentiality. No City official or employee with knowledge of the City’s bargaining position, or of the non-public position of other bidders or proposers, shall disclose such information for purposes of aiding a particular vendor, giving an advantage to a particular vendor over other bidders or proposers, or otherwise corrupting or frustrating the City’s procurement efforts. This Section does not prevent the City’s designated representative from engaging in negotiating tactics to obtain the best value to the City. (ii) All bids, proposals, quotes, and any related documents, including communications such as e-mails related to solicitations, are public records and shall be made available to the public upon request. However, public records may be withheld from disclosure while negotiations are pending, in accordance with applicable law. (iii) To the extent a solicitation involves proprietary information or trade secrets, vendors should mark the proprietary information as confidential. Information that is not proprietary or a trade secret shall not be marked confidential. Unless a law specifically and expressly allows price information to be confidential, all price proposals and other financial terms shall be public. (iv) City Council decisions on all contract awards shall strictly comply with the Ralph M. Brown Act (Government Code sections 54950, et seq.). City Council members and staff should not engage in any series of communications that result in a majority of the City Council deliberating on a proposed contract award outside of a properly noticed City Council meeting. (e) Disclosures. (i) Solicitations should require that bidders, proposers and other potential vendors disclose: (1) any ex parte contacts made by the vendors or made by City officials to the vendors outside of the official procurement process, (2) any gifts, loans or other benefits (other than campaign contributions) made to City officials within the 12 months preceding the solicitations, (3) whether the vendor has knowledge that a City official will be financially interested in the contract. Vendors shall promptly notify the City if any City official requests any payment, contribution or any other quid pro quo in exchange for award of a contract. (ii) Vendors may be required by the Political Reform Act, and/or the Fair Political Practices Commission to disclose financial interests on the Form 700. Such vendors shall comply with all disclosure requirements. (f) Discipline/Censure. Violations of the ethical and fair process requirements contained in this Section may be grounds for discipline (if by an employee) or censure (if by an elected official). Criminal violations, such as willful violations of Government Code section 1090, may be reported to the San Bernardino County District Attorney. Packet Page. 1524 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 39 of 99 EXHIBIT A EXPENDITURE AND AUTHORIZATION THRESHOLDS REFERENCE Purchasing Requirements by Expenditure Threshold Purchases up to $10,000 (Micro-Purchases): Purchases up to $10,000 may be purchased using a Procurement Card (“P Card”) or through a check request. No formal bids or quotes are required. Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090). Purchases Between $10,001 and $40,000 (Small Purchases): Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase. Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director. Purchases Above $40,000: Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures). Purchasing Authority Purchases up to $50,000: Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager and/or their designee. Purchases between $50,001 and $100,000: Purchases in this category may only be authorized by the City Manager or their designee. Purchases over $100,000: Purchases in this category may only be authorized by the Mayor and City Council. Packet Page. 1525 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 40 of 99 EXHIBIT B CONTRACTING GUIDE Under this Policy, certain contract types are likely to arise for the purchase of goods and services. Here is a brief description of an appropriate situation to use each template. Goods Purchase Agreement – To be used when the City desires to purchase goods totaling above $5,000. Maintenance Services Agreement - To be used for routine maintenance/repair work of a non-professional nature, such as: landscape, traffic signals, electrical, street sweeping, HVAC, and plumbing. Nuisance Abatement Services Agreement – To be used when the City desires to engage a third party to take action to remove a public nuisance. On-Call Professional Services Agreement - To be used when the City desires to engage a professional to engage in certain services on an as-needed basis. Professional Services Agreement – To be used for professional consultant work, such as non–design engineering, economic, accounting, legal, financial, and administrative work. Professional Services Agreement (Federal) – To be used for professional consultant work that also involves the use of Federal funds. Professional Software Services Agreement – To be used for the purchase of software services. Request for Proposals – To be used when the City desires to solicit services or purchase goods which either require bidding or for which bidding is appropriate. Please note that requests for proposals that relate to state or federal funded projects may require additional terms in accordance with grant agreements. Request for Qualification (RFQual) – To be used when the City desires to solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. An RFQual may be used as a pre-qualification step to engaging a service provider. If an Packet Page. 1526 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 41 of 99 RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent procurement process. An RFQual will contain specific reference to selection criteria. Request for Quote (RFQ) – To be used when the City desires to solicit firms to submit pricing for products or services where the requirements are standardized or produced in repetitive quantities. Short Form Services Agreement – To be used for low risk or uncomplicated services that do not require formal bidding. Should not be used for public works projects. Vendor Services Agreement – To be used when the City desires to solicit services other than Professional, Design, or Construction Services. Packet Page. 1527 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 42 of 99 City of San Bernardino Procurement Card (P-Card)Policy (Approved Resolution 2021-213) Purpose: To establish a methodology for and to define the appropriate use of the City of San Bernardino’s Procurement Cards provided to authorized personnel to purchase non-restricted goods and/or services for official use by the City of San Bernardino Scope: This Policy is applicable to all employees and elected officials who are issued a Procurement Card. Exemption from Scope This policy shall not apply to employees or elected officials to whom P-Cards are not issued and does not apply to the use of an employee or elected official’s personal credit card(s). The use of personal funds to make purchases on behalf of the City is covered under the City of San Bernardino Expense Reimbursement Policy. Policy: 3.1 Abbreviations 3.1.1 P-Card: A Procurement Card. 3.1.2 City: City of San Bernardino. 3.1.3 Bank: Financial Institution that manages the City’s P-Card Program. 3.1.4 GL: General Ledger, the official record of all financial transactions made by and on behalf of the City. 3.1.5 MCC: Merchant Category Code 3.2 Definitions 3.2.1 P-Card: A credit card to be utilized in the procurement of authorized non- restricted goods and/or services for official use by the City. 3.2.2 Vendor: A Company from which the City is purchasing goods and/or services under the provision of this policy. 3.2.3 Merchant Category Code (MCC): Codes by which individual P-Cards can be restricted in their purchasing authority to merchants (vendors) in specific categories. 3.2.4 Cardholder: City personnel who has been issued a P-Card and who is authorized to make purchases in accordance with this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy. 3.2.5 Reconciler: Departmental Coordinator who collects receipts for P-Card purchases from the Cardholder, codes transactions to the appropriate GL account(s), and releases transactions for approval. Packet Page. 1528 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 43 of 99 3.2.6 Approver: Cardholder’s manager or designee who reviews and approves Cardholder’s transactions. 3.2.7 Transaction: A single purchase made with a P-Card 3.2.8 Purchase Limits: Dollar limits assigned to each P-Card consisting of a Single Transaction Limit, a Daily Purchase Limit, and a Monthly Credit Limit. 3.2.9 P-Card Administrator: An individual authorized by the City to manage the P-Card program to include communicating with the Bank, adding and deleting P-Cards, and changing permanent and temporary purchase limits. 4.0 Responsibilities 4.1 The Finance Department, under the direction of the Finance Director, shall be responsible for the implementation and enforcement of this policy. 4.2 All City personnel and elected officials issued a P-Card shall be responsible for the card and its use in accordance with this policy. 1.0 Overview of P-Card Program 1.1 The goal if this program is to provide a more rapid turnaround of requisitions for low dollar goods (less than $5,000) with no credit card fees and to reduce paperwork and handling costs while maintaining good internal control of the disbursement of City funds. 1.2 City personnel and elected officials who have been issued P-Cards may initiate transactions in-person, by telephone, or over the internet within the limits of this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy. 1.3 The Finance Department with make settlements for P-Card purchases with the Bank. 1.4 Department Directors may request that City personnel be issued a P-Card if it is deemed necessary for their role. The request should recommend purchase limits as well as the default GL account code to which transactions will be charged. Requests should be forwarded to the P-Card Administrator for Finance Department approval. 1.5 Depending on the employee or official receiving the P-Card, the P-Card may be restricted to specific Merchant Category Codes. 1.6 Non-City personnel, temporary/seasonal employees, and interns are not eligible for a P-Card. 1.7 Upon review and approval by the Finance Department, the P-Card Administrator will notify the Bank to issue the P-Card. 1.8 All approved Cardholders must attend a training class on Policy and proper use of the P-Card prior to receiving their card. 1.8.1 The approved Cardholder will be issued a copy of this P-Card Program Policy and the P-Card Procedures Manual and be required to sign an agreement to indicate that the Cardholder understands these policies and procedures. 1.8.2 The Finance Department shall maintain records of all Procurement Card Request Forms. 1.9 Changes to P-Card Information Packet Page. 1529 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 44 of 99 1.9.1 Once a P-Card is issued, it is the Cardholder’s responsibility to notify the P- Card Administrator of any change in the Cardholder’s information. 1.9.2 It is the department’s responsibility to notify the P-Card Administrator of any changes to a Cardholder’s assigned Reconciler or Approver. 1.9.3 Purchase Limits may be temporarily changed for a limited amount and duration with the approval of the Department Director and Finance Director or their designee. Permanent changes may only be approved after review by the Finance Director. 1.10 Cardholder Termination/Transfer 1.10.1 If a Cardholder is no longer employed by the City or if a Department Director decides a Cardholder no longer needs a P-Card, it is the department’s responsibility to collect the Cardholder’s P-Card and complete the appropriate documentation. The P-Card will be immediately cut in half, and both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card. 1.10.2 Prior to transferring to another department of the City, the Cardholder is to return their P-Card to the issuing department. The P-Card will be cut in half and the appropriate documentation completed by the department. Both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card. The Cardholder’s new department may request a new P-Card be issued if necessary for the employee’s role. 1.11 Authorized P-Card Use 1.11.1 Each P-Card issued will be embossed with the Cardholder’s name and should ONLY be used by the Cardholder. NO OTHER PERSON IS AUTHORIZED to use the card. The Cardholder may make transactions on behalf of others in their department/division. However, the Cardholder is responsible for ALL purchases charged to their card. 1.11.2 The total value of a transaction will not exceed a Cardholder’s single purchase limit. Payment for a purchase SHALL NOT be split into multiple transaction to stay within the single purchase limit. Limits may be permanently or temporarily changed with proper approval. (See 5.9.3) 1.11.3 The Cardholder must obtain ITEMIZED vendor receipts, documentation of telephone orders, and/or copies of mail orders. 1.12 Prohibited P-Card Use 1.12.1 The P-Card MAY NOT BE USED for the following: a. Personal purchases or for personal identification. b. A single purchase that exceeds the Cardholder’s single purchase limit. c. Automotive Fuel unless authorized (see the City’s Travel Policy). d. Meals with limited exceptions (See Section 7.0) e. Gift Cards. f. Cash Advances. g. Any City Fines or Fees. h. Alcoholic Beverages. Packet Page. 1530 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 45 of 99 i. Flowers, unless authorized by the City Manager and Finance Director. Catering, unless the food is being dropped off for an approved City event. j. Payments under a City contract; these payments must be made through the regular Accounts Payable process, or the contract and Purchase Order will not be properly charged. 1.12.2 Accidental Use of P-Card. Any cardholder who accidentally charges a personal item to a City P-Card instead of their personal credit card must immediately notify their supervisor and the P-Card administrator. They must submit the receipt and repayment to the City via the Purchasing Division within ten (10) business days. A second accidental charge will result in a review by the Department Director and the Finance Director. Following review, the Finance Director may take action up to and including suspension or revocation of the Cardholder’s City P-Card privileges. 1.12.3 Unauthorized Purchases and Careless Use. Cardholders who make unauthorized purchases or carelessly use their P-Card will be liable to the City for the total dollar amount of such purchases. Misuse of a City P-Card will result in the Cardholder’s City P-Card privileges being revoked and may be subject to disciplinary action up to and including dismissal. 1.12.4 Intentional Misuse. The intentional use of a City P-Card to acquire or purchase goods and/or services for other than official use of the City is fraudulent. An employee guilty of fraudulent use of a City P-Card may be dismissed and may be subject to legal action. 1.13 Card Security 1.13.1 It is the Cardholder’s responsibility to safeguard their P-Card to the same degree that the Cardholder safeguards their personal credit information. 1.13.2 The Cardholder must not allow anyone to use their card. A violation of this trust will result in the Cardholder’s P-Card privileges being revoked as well as potential disciplinary action. 1.14 Lost or Stolen Cards and Fraud 1.14.1 Cardholders MUST immediately report a lost or stolen P-Card directly to the Bank and the P-Card Administrator. The Bank will inactivate the existing card and issue a new card that will be mailed to the P-Card Administrator. 1.14.2 If the original card is later found or recovered by the Cardholder after being reported lost or stolen, the card will be cut in half and given to the P-Card Administrator. 1.14.3 If a cardholder suspects fraud and has not already been contacted by the bank via telephone or email, the cardholder and/or reconciler MUST immediately contact the bank by calling the 1-800 number on the back of the cardholder’s card to report the suspected fraud. The cardholder and/or reconciler must then inform the P-Card Administrator of the fraud and what actions were executed by the bank to safeguard the card. Packet Page. 1531 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 46 of 99 1.15 Recordkeeping/Reconciliation 1.15.1 Itemized Receipts. It is the Cardholder’s responsibility to obtain an ITEMIZED receipt whenever a P-Card purchase is made – either in-person by telephone, or over the internet and check the receipt for accuracy. A summary receipt is not acceptable. 1.15.2 Sales Tax.If sales tax has not been charged on taxable tangible goods, the Cardholder should notify the Finance Department and make a note on the receipt so that the Finance Department can pay the appropriate tax. 1.15.3 Providing Receipts to Reconciler. If a Reconciler is used to reconcile a Cardholder’s transaction, the Cardholder will provide receipts for transactions to the Reconciler on a timely on-going basis, not to exceed five (5) business days after the charge is made, or after the Cardholder returns from travel on City Business in order to give the Reconciler time to reconcile receipts and meet required deadlines. 1.15.4 No Itemized Receipt. If the Cardholder does not have an ITEMIZED receipt for a transaction, he/she will provide a memo stating that they were unable to obtain or that they lost the original itemized receipt. The memo shall include details of the transaction including the vendor’s name, date of purchase, description of the item(s) purchased, and the purpose of the purchase. The Cardholder must also include the reason for the missing receipt. The Cardholder must obtain the Department Director’s signature on the memo and submit the signed memo in lieu of the actual receipt to their reconciler or attach to the transaction in the financial system. Also, the words “No Itemized Receipt” need to be a part of the transaction’s charge description. 1.15.5 Missing Receipt. If a Cardholder does not provide an itemized receipt OR a missing receipt memo for a transaction, the Cardholder may be financially responsible for the purchase amount of the transaction. 1.15.6 General Ledger Import and Reconciliation. P-Card transaction will be imported into the GL each month. It is the Cardholder and/or Reconciler’s responsibility to review these transactions on a timely basis, code the purchase to the appropriate GL account, make any necessary adjustment, and scan and attach the supporting receipts and documentation into the banking system for backup. The transaction will then be released for approval. If no adjustment is made, the entire transaction will be charged to be default GL code established upon issue of the card (see Section 5.4). All transactions must be reviewed, reconciled and released for approval within the first five (5) calendar days of the month (see Section 5.16.3). 1.15.7 Approval. Once a monthly statement has been released for approval by the Cardholder or Reconciler, it will be approved by the Approver. By approving the statement, the Approver is attesting to the appropriate purchase of the goods and/or services for official use by the City. If the transaction is not in compliance with the P-Card Policy, the matter will be brought to the Packet Page. 1532 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 47 of 99 attention of the P-Card administrator, the Department Director, and the Finance Director to be resolved in a manner consistent with this Policy. 1.15.8 Returns.If a Cardholder returns an item, it is their responsibility to ensure that a credit is issued back to their P-Card. If a Reconciler reconciles the Cardholder’s transaction, the Reconciler should be made aware of the credit and follow up if the credit is not received. 1.15.9 Unauthorized Charges. If a Cardholder does not recognize a transaction, they must first contact the vendor to find out what was purchased and attempt to resolve the charge with the vendor before disputing it with the bank. If the transaction needs to be disputed after contacting the vendor, it is the Cardholder’s and/or Reconciler’s responsibility to complete appropriate documentation and submit to the P-Card Administrator. It is also the Cardholder’s and/or Reconciler’s responsibility to track the progress of the dispute until it is resolved. The P-Card Administrator will keep the Cardholder or Reconciler, if applicable, informed of any information received from the bank regarding the dispute. 5.16 Deadlines 5.16.1 P-Card transactions will post to the Bank 1-3 business days following the transaction. 5.16.2 It is the Cardholder and/or Reconciler’s responsibility to review and reconcile the P-Card transaction on a timely on-going basis. 5.16.3 Receipts should be reconciled no less frequently than every two weeks. Finance staff will send reminder emails to Cardholders and Reconcilers with outstanding transactions. 5.16.4 Monthly Statements are to be reviewed, reconciled, and released for approval within the first five (5) calendar days of the following month. 5.16.5 Once released, P-Card transaction must be approved by the Approver within the first seven (7) calendar days of the Cardholder review. 5.16.6 All P-Card transactions for the previous month must be approved and posted by Finance before the 15th of the following month. 6.0 Compliance 6.1 Finance staff will conduct audits of P-Card transactions both randomly and selectively to ensure purchases are made in accordance with the Policy. 6.2 Failure to comply with this Policy may result in the Cardholder’s P-Card privileges being revoked and/or disciplinary action up to and including dismissal. 7.0 Meal Exceptions 7.1 Business Purpose Meals. Business purpose meals are meals purchased by a City employee or elected official for official city business. 7.1.1 Documentation. Documentation is required for a business purpose meal: a. An ITEMIZED receipt. b. A description of the business purpose of the meal. The description should be thorough enough to pass audit scrutiny. For example: “Development Packet Page. 1533 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 48 of 99 meeting to discuss vacant properties” is acceptable. “Business Meeting,” “Development Meeting,” or other descriptions that do not provide the actual purpose of the meeting are not acceptable. c. A list of all attendees of the meeting, first and last name. The list should either be written on the receipt (legibly) or attached. 7.2 Meals with Traveling. Meals while traveling on City business are paid based on per- diem rates as indicated in the City’s Travel Policy. Meals while traveling charged to a P- Card in excess of the per diem amount must be reimbursed to the City within ten (10) business days of the completed reconciliation. 7.3 Tipping. Tips added to meals on a P-Card should not be more than 20% Any amount more than 20% must be reimbursed to the City by the Cardholder within ten (10) business days of the charge posting to the City’s financial system. 7.4 Prohibited Meals. 7.4.1 Meals for Personal Consumption. It is expressly prohibited for employees or elected officials to purchase any meal: breakfast, lunch, dinner, or any other food for personal consumption on their City P-Card unless they are traveling overnight on City Business. The IRS deems meals that are paid for by an employer while not “traveling away from home” to taxable wages. IRS Publication 5137 (Rev. 2-2020) 8.0 Exceptions These general policies are not expected to address every issue, exception, or contingency that may arise in the use of the City P-Card. Accordingly, the basic standard that should always prevail in dealing with exceptions is the exercise of good judgement in the use and stewardship of the City’s resources. Unless otherwise specified herein, exceptions for employees will require the approval of the City Manager, the Assistant City Manager, or the Finance Director; exceptions for elected officials will require approval of City Council at a regular meeting of the Mayor and City Council. Responsibilities: The Department Director shall be responsible for determining which staff members can be issued a P-Card. The business need for obtaining a card should be carefully considered to limit the number of cards issued. Card limits should be as low as possible while still accomplishing business needs. Pursuant to the Cardholder Agreement, each individual cardholder is ultimately responsible for their purchases. The following is a chart showing the City's standard card dollar limits for a single transaction and monthly dollar limits; however, consideration may be given for other card limits if required for special circumstances: Packet Page. 1534 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 49 of 99 Standard Card Limits Single Purchase Transaction Monthly Dollar Limit $500 $2,500 $1,000 $5,000 $1,500 $5,000 $2,500 $10,000 Card Limits for emergency and disaster purchasing by the Finance Department and/or Emergency Management Operations personnel will be determined on an individual basis, based on FEMA best practices and guidelines. To avoid confusing a P-Card with personal credit cards, each Cardholder will be provided a P- Card embossed with both the Cardholder's name and the "City of San Bernardino," along with the City's logo. ANY USE OF THE P-CARD IS RESTRICTED TO THE CARDHOLDER. THE USE OF THE P-CARD FOR ANY PURPOSE OTHER THAN OFFICIAL CITY BUSINESS EXPENSES IS PROHIBITED AND IS GROUNDS FOR DISCIPLINE UP TO AND INCLUDING TERMINATION. IN ADDITION TO DISCIPLINE, AND POTENTIAL CRIMINAL CHARGES, THE CARDHOLDER MUST REIMBURSE THE CITY FOR UNAUTHORIZED CHARGES. THIS CARD MAY NOT BE USED FOR PERSONAL PURCHASES - NO EXCEPTIONS. The Cardholder must attend training and carefully review the training documents provided with the P-Card. Cardholders must sign and abide by the City of San Bernardino Cardholder Agreement and comply with the guidelines of this Policy. Each P-Card will be assigned specific categories of purchases, as well as single transaction and monthly dollar limits. Each Department's overall P-Card exposure will also be verified against its annual approved Operating Budget. P-Card Procedures: To apply for a P-Card, departments must complete the following forms: 1. Cardholder Agreement 2. Cardholder Account Set-up 3. Approving Official Account Set-up form a. If the P-Card Agreement is a new approving official, which indicates the maximum dollar amount for each single transaction and a total monthly dollar amount. All P-Card forms are available on InsideSB, the employee intranet site under the section "Forms and Publications" of the Finance Department. The PSM will review the Cardholder application documents and will approve or reject, the applicant based on Policy guidelines. Packet Page. 1535 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 50 of 99 To request an increase or modification to the P-Card limits, the Department Director must first approve the City's Purchase Card Modification/Increase form. The Policy is a supplement to the procurement process. As with other procurement methods, the following conditions must be met when using the P-Card: The P-Card should be used whenever possible in-lieu of petty cash, emergency purchase orders, or purchase requisitions when the item or group of items is under the transaction limit. Items should always be purchased at the lowest cost that meets the Departments basic needs. Normal purchasing procedures must be followed if a purchase will exceed a limit established. Each transaction may be comprised of multiple items, but the total, including tax and shipping, cannot exceed the single transaction dollar limit on the P-Card; nor exceed the monthly dollar limit. If either of these limits is exceeded, the transaction will be declined by the card issuing bank. All charges must be supported by receipts or some written documentation. A Purchasing Card Receipt Detail form must be used to document all Meals, Travel, Meetings, and Event transactions made using a P-Card. All of the following information must be provided before Finance will approve a business expense. Packet Page. 1536 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 51 of 99 CITY OF SAN BERNARDINO ALLOWABLE PURCHASES Please use the following list as a guideline for allowable P-Card purchases. PURCHASE TYPE DESCRIPTION CATEGORY ASSOCIATION DUES, PROFESSIONAL OR INDUSTRY MEMBERSHIPS Dues may be charged if related to City business and with approval from Supervisor/Manager or Director. ALLOWABLE CITY BUSINESS MEALS Purchase of food for business requirements. Receipts including the names and affiliations for all members of the party whose meals are paid for using the purchasing card, and then state the business purpose for the expense. You must include an itemized receipt showing food and beverage items purchased, rather than the receipt showing only the total. The use of the P-Card for catering services is generally prohibited, as it is considered a service, unless the food is only dropped off. ALLOWABLE CITY BUSINESS TRAVEL City travel related purchases including airline tickets, hotel accommodations, car rentals, business meals, etc. Employee shall use their own credit card for any personal expenses, such as personal phone calls, video rentals, upgrades, etc. ALLOWABLE COMPUTER AND TELEPHONE ACCESSORIES Information technology and telephone consumable items for City Business: flash drives, toner cartridges, diskettes, zip disks, COs, DVDs, tape cartridges, mouse, keyboards, USB peripherals, telephone headsets and paper DO NOT require Information Technology Department (IT) pre- approval. ALLOWABLE CITY SPONSORED EVENTS Items necessary to conduct a City sponsored event. ALLOWABLE GENERAL SUPPLIES Items for City business not prohibited or in conflict with negotiated discounts such as Staples. Use Staples card or on-line ordering system. ALLOWABLE ON-LINE AUCTION PURCHASES On-line auction purchases for City business needs for items not on a City prohibited list may be purchased with approval from Supervisor/Manager or Director. ALLOWABLE PROFESSIONAL DEVELOPMENT Allowable with approval from Supervisor/Manager or Director.ALLOWABLE SEMINARS, CONFERENCES WEBINARS, TRAINING Seminars, training, books, etc., that have been preapproved by the Director or City Manager and budgeted for by the Department. ALLOWABLE SUPPLIES FOR CITY MAINTENANCE AND REPAIRS Maintenance and repair supplies, including maintenance tools and equipment; janitorial supplies and other maintenance-related expenses. ALLOWABLE Packet Page. 1537 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 52 of 99 The City at its sole discretion may apply other restrictions and the Purchasing Card Policy shall be updated as needed by the Finance Department. Acknowledgement Before being issued a City of San Bernardino purchasing card or online management account authority under this policy, all authorized users shall sign and accept below indicating that such user will use such cards only in accordance with the policies of the city and with the requirements of state law. Name Printed Signature Date Role Packet Page. 1538 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 53 of 99 City of San Bernardino Travel Authority and Expense Reimbursement Policy (Approved Resolution 2021-164) Scope: This Policy applies to all employees and Elected Officials requesting reimbursement for expenses incurred on behalf of the City. Exemption from Scope None. Policy: 1.0 DEFINITIONS 1.1 Appropriate Expense An Expense that is suitable or fitting for a particular valid business purpose 1.2 Allowable Expense A necessary, reasonable, and appropriate expense incurred for the primary benefit of City business and therefore permitted to be reimbursed or directly charged based on the permission of the City. 1.3 Available Budget The total amount of funds available in the General Ledger expense line to be charged for the expense incurred by the employee or Elected Official 1.4 Necessary Minimum purchase or service required to achieve a particular business objective. 1.5 Original Receipt The original merchant receipt or invoice issued by the supplier or service provider to document and substantiate the business transaction. A digital image of the original receipt is allowable if it is legible, and the paper receipt is destroyed. 1.6 Reasonable An expense that is ordinary and reflects and prudent decision to incur the expense on behalf of City business. Not extreme or excessive. 1.7 Request Reimbursement Request or Request for Reimbursement. 1.8 Substantiation Documentation to support an incurred business expense that includes the original receipt, documentation of business purpose, names of persons in attendance, and appropriate report of the expense for the incurred cost. Packet Page. 1539 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 54 of 99 2.0 CRITERIA FOR DETERMINING AN ALLOWABLE EXPENSE 2.1 Considerations.To be reimbursed to an individual, a business expense must be: 2.1.1 Necessary to perform a valid business purpose fulfilling the mission of the City. An expense is necessary if there is a valid business purpose required to fulfill the mission of the City. The primary benefit of a necessary business expense is the City, not the individual. A necessary expense is a minimum of purchase or service required to achieve a valid business objective. 2.1.2 Reasonable in that the expense is not extreme or excessive, and reflects a prudent decision to incur the expense. Reasonable means the amount that normally would be spent in a specific situation. An expense is considered reasonable if it is not extreme or excessive and reflects a prudent decision and action to incur the expense. This Policy does not define precise dollar amounts for what constitutes reasonable, because the reasonableness of an expense depends upon many relevant factors including the business purpose, the context, the source of funds, and the circumstances surrounding the expenditure. 2.1.3 Appropriate in that the expense is suitable and fitting in the context of the valid business purpose. Costs are appropriate if they are suitable or fitting for a particular business purpose. For a cost to be appropriate it is also presumed that there is a valid business purpose, which is normally the responsibility of the department to determine. The following questions should be considered when determining the appropriateness of costs: a. Could the cost be comfortably defended under public scrutiny? b.Would you be confident if the cost were selected for audit? c. Would you be comfortable reading about it in the newspaper? d. Has it been adequately documented? 2.1.4 Allowable according to the terms of any City policy. If a business expense is necessary, reasonable, and appropriate, the City will generally consider it an allowable expense, subject to approval. 2.1.4 (1) Allowable Food and Meals. Meals that meet all the above criteria must also meet IRS rules to be reimbursable and non-taxable to the employee or Elected Official. See Section 4.0 FOOD AND MEALS. Packet Page. 1540 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 55 of 99 3.0 SUBSTANTIATION OF EXPENSE For a business expense to be approved and reimbursed, it must be properly substantiated. 3.1 Clear, Complete and Accurate.All City-related business expenses require clear, complete, and accurate supporting documentation. The collective documentation associated with your expenses should answer who, what, where, when, and why of each transaction (as applicable). In your documentation, include: a. Who attended (first and last names); b. What purpose the expenditure served; c. Why the expense was necessary, or how if furthered the City’s goals; and d. When and where the expense took place. All documentation should be written in a way that will be understood by anyone who reviews it, whether today or many years from now. This includes a person outside of the City who is unfamiliar with a department’s work or jargon. 3.2 Business Purpose Examples. 3.2.1 The following would be considered incomplete business purpose descriptions for substantiation: a.Dinner with Marcus G., economic development-PPP; Miyagi Sushi b.Lunch with Echo Group c. Printing-sidewalk vending 3.2.2 The following are examples of clear, concise, and complete business purpose descriptions for substantiation: a. Dinner with Marcus Grimm, economic development – Public-Private Partnership; Miyagi Sushi. b. Lunch with Echo Group – Anh Nguyen, Felix Baca, and Ron Watson, re: development in canyon; Jose’s Mexican Food. c. Extra copies of sidewalk vending brochures printed for event at Orange Show. 3.2.3 Clear examples are important so that auditors and the public, even years from now, can understand why a purchase was made. For instance, in the examples above, printing services are usually purchased through the normal course of City business. It is only through the normal course of City business. It is only through the business description that clearly states “extra copies” printed for “event” that someone reading the backup material would understand the business need for printing outside a normal business process. Packet Page. 1541 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 56 of 99 4.0 FOOD AND MEALS Food and meal purchases are covered under this policy, the City’s Procurement Card (“P-Card”) Policy and the City’s Travel Policy. Because of IRS rules, any City purchase or reimbursement of meals require additional documentation. 4.1 General Eligibility. Purchases of food and meals are eligible for reimbursement if they are part of overnight travel (See Travel Policy), business meetings (Business Meals, Section 4.3) as allowed for Elected Officials or as approved by the City Manager, or to provide meals in the case of all-day meetings or scheduling that requires meetings to be held over a mealtime (Meals Provided During Work, Section 4.4). Any meal reimbursement will be in accordance with IRS rules. 4.2 Meals During Travel.For details about meals during travel for City business, see the City’s Travel Policy. 4.3 Business Meals. Meals that are purchased as part of business meeting are allowed for Elected Officials or as approved by the City Manager. These meals are governed under IRS rules (see IRS Pub. 5137) and require specific documentation 4.3.1 IRS Requirements a. Business Connections.A description of the business purpose of the meal. The description should be through enough to pass audit scrutiny. See Section 5.2 for examples b. Adequate Accounting within a “Reasonable” Period of Time. While the IRS does not specify a length of time for submitting receipts for reimbursement; this policy requires that any request for reimbursement be submitted no later than 60 days after the date of purchase. c. Excess Reimbursements are Returned within a “Reasonable” Period of Time. If an employee or Elected Official finds that they have been reimbursed more than amount owed; the excess should be remitted to the City with ten (10) business days of discovering the error. 4.3.2 Audit and Transparency Requirements a. Itemized Receipt. The meal receipt MUST be itemized. Reimbursement will not be provided for summary receipts. b. Names of Attendees.A list of all attendees of the meeting, first and last name. Packet Page. 1542 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 57 of 99 4.3.3 Tipping. A maximum of 20% will be reimbursed. 4.4 Meals Provided During Work.The purchase/reimbursement of meals/food for staff during work hours is allowed under the following circumstances: 4.4.1 Working Meals.Working meals must be occasional and require preapproval by the Department Director. In the case of an employee meeting held during mealtime, a good faith attempt should be made by the meeting organizer to schedule the meeting at a time that does not overlap mealtime. The following criteria must be met for a working meal to be reimbursable: 4.4.1 (1) City Business Purpose. There must be a clearly stated City business purpose for the meeting/working meal. 4.4.1 (2) List of Attendees. A list of all attendees (first and last name), and department, must be included. 4.4.1 (3) Reasonable Cost. As stewards of taxpayer dollars, it is incumbent upon all City employees and Elected Officials to use City funds wisely. Food brought in for working lunches should be reasonably priced. “Reasonable cost” while not defined in this Policy in actual dollar terms, is defined as what would be paid by a prudent person under the same circumstances. Consider the Appropriate Cost questions from Section 2.1.3 when determining reasonable cost: Could the cost be comfortably defended under public scrutiny? Would you be confident if the cost were selected for audit? Would you be comfortable reading about it in the newspaper? 4.4.1 (4) Tipping. No more than a 20% tip will be reimbursed 4.5 Prohibited Meals and Food. 4.5.1 Alcohol. The purchase of alcohol is not eligible for reimbursement. 4.5.2 Taxable Fringe Benefits.Because IRS rules require that they be included in taxable wages as fringe benefits, reimbursements will not be provided for the following categories of meals (See IRS Pub. 5137 for details): 4.5.2 (1) Individual Meals.Meals purchased for or by an individual employee or Elected Official will not be reimbursed (Except for during overnight travel, which is covered under the Travel Policy. NOTE: if an individual meal is purchased, whether by p-card or erroneously reimbursed, and the funds are not returned to the City, the cost of the meal will be Packet Page. 1543 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 58 of 99 included in the employee or Elected Official’s taxable wages as required by the IRS. 4.5.2 (2) Meals while on Day Trips.Meals purchased during day trips for work (not overnight) are not reimbursable, even if the trip extends beyond the regular workday. 5.0 AVAILABLE BUDGET AND PRE-APPROVALS 5.1 Verify Available Budget. It is the responsibility of the employee or the Elected Official to verify that there is adequate available budget for the planned expense before making any purchase on behalf of the City. 5.2 Pre-Approval. Employees purchasing food or tangible goods for a City purpose should have the approval of their immediate supervisor or Department Director before expending personal funds whenever possible. 5.2.1 Establishes City Purpose. By obtaining pre-approval, the City purpose of the expense is already established. 5.2.2 Forms of Pre-Approval. Pre-approval is for the protection of the employee making the purchase. By obtaining pre-approval, the employee can be reasonably assured that the personal funds expended for a City business purpose will be reimbursed. As such, it is the interest of the employee to ensure that the pre-approval: 5.2.2 (1)Includes the name of the person making the approval. 5.2.2 (2)Clearly identifies the specific expense that is pre-approved (may not be a “blanket” approval of multiple expenses). 5.2.2 (3)Can be printed or electronically attached to the request for reimbursement. 5.2.3 Verification of allowable Expense. If an employee, supervisor, or Department Director is uncertain regarding the allowability of the expense for reimbursement, they should contract Finance for verification. 5.2.4 Exemption of Pre-Approval Requirement for Elected Officials.Elected Officials are not required to obtain pre-approval for City business-related expenses except in the case of travel (See Travel Policy). However, it is incumbent upon the Elected Official to ensure that there is adequate budget available to cover any expenses before they are incurred. Packet Page. 1544 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 59 of 99 6.0 APPROVAL AND REIMBURSEMENT Requests for reimbursements should be submitted with original receipts attached and all appropriate documentation as discussed above to meet IRS, audit, and City transparency standards. Once this is complete, the request may be submitted for approval reimbursement. 6.1 Review and Approval – Employee Request for Reimbursement 6.1.1 Approval. Employees requests for reimbursement will go through approvals in the Department as follows – the employee’s immediate supervisor, and Department Director review and approval. After the Departmental approvals are complete, the Request will be moved to Finance for final approval and reimbursement. If Finance staff questions any expenses, they will escalate the Request to the Finance Director for review and a decision as to the allowability of the expense under the Policy. Once any questions are resolved, the Request will be moved to Accounts Payable for reimbursement. 6.1.1. (1) Finance Director Decision.The Finance Director’s decision as to the allowability of an expense will be final. a.Rejected Reimbursement Memo. If the Finance Director determines that an expense is not reimbursable, they will draft a memo to the employee and the Department Director explaining the reason. b. Option to Appeal. An employee may appeal the decision of the Finance Director to the City Manager. 6.1.1 (2) Appeal to City Manager. If an employee disagrees with the Finance Director’s decision, they may appeal the decision to the City Manager within ten (10) business days of the employee receiving the Rejected Reimbursement Memo. a. Appeal Process. The employees making the appeal must submit a memo to the City Manager detailing why they disagree with the Finance Director’s decision. The memo should include specific references to this policy b. Language and Accessibility. If the employee believes that they require help to write the memo, help will be provided by Human Resources personnel unconnected to this process. The deadline to submit the memo will be extended to accommodate for any scheduling issue delays. The deadline of ten (10) days will be Packet Page. 1545 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 60 of 99 extended only in the case of a language or accessibility issue in completing the memo. c. City Manager Decision.The City Manager’s decision will be final 6.1.1 (3) Taxability.If the City Manager allows reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137 the amount will be reimbursed, and Finance will add the amount of the reimbursement to the employee’s taxable wages, as required by IRS rules regarding fringe benefits. 6.1.2 Payment. Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Department. 6.2 Review and Approval – Elected Official Request for Reimbursement 6.2.1 Approval. Elected Official Requests for Reimbursement will go through approvals as follows – the Council Supervisor/Mayor’s Executive Assistant will review the Request, verify available budget, and escalate any questioned expenses to the Finance Director for review and a decision as to the allowability of the expense under this Policy. If there are not questioned expenses, the Council Supervisor/Mayor’s Executive Assistant will approve the Request and move it to Finance for final approval and reimbursement. If Finance staff questions any expenses, they may escalate the Request to the Finance Director for further review as to the allowability of the expense under this policy. 6.2.2 Questioned Costs. If the Finance Director finds that an expense submitted for reimbursement is not reimbursable under this Policy, and the Elected Official disagrees, the Elected Official may bring the expense before the Mayor and City Council during a regular meeting for a final determination of allowability (see Section 6.3.1). 6.2.2 (1) Taxability. If the Mayor and Council vote to allow reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137, the amount will be reimbursed, and Finance will ad the amount of the reimbursement to the Elected Official’s taxable wages, as required by IRS rules regarding fringe benefits. Packet Page. 1546 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 61 of 99 6.2.3 Payment.Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Elected Official. 6.2.3 (1) Insufficient Budget.If there is insufficient budget in the appropriate line item to cover the expense, the Elected Official has two options: a. Request that budget be transferred from another line item within the Elected Official’s department budget in an amount sufficient to cover the expense, or b.Withdraw the Request or Reimbursement. 6.3 Rejected Reimbursement Requests to City Council – Elected Officials Only 6.3.1 Bringing a Rejected Reimbursement Request Before City Council 6.3.1 (1) Documentation. For a Rejected Reimbursement Request to be considered by City Council, the Elected Official must provide in advance of the meeting: a. Substantiation of the Expense, see Section 3.0 b. All written communication (email, etc.) from City staff documenting the reason for rejecting the Request. 6.3.1 (2) Decision. The decision of City Council will be final. a. Abstain.The Elected Official requesting the reimbursement shall abstain from the vote. b. Tie Vote.If the vote results in a tie, the Mayor will cast the deciding vote unless it is the Mayor requesting the reimbursement. If the vote results in a tie, the rejection will stand. c. Council Decline.Council may decline to hear the Reimbursement Request by a majority vote. If Council declines to hear the Request, the rejection will stand. d. Taxability.See Section 6.2.2 (1) Packet Page. 1547 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 62 of 99 SECTION 3: PROCEDURES Procedures: Explain the “how” of decision making. They provide step-by-step instructions for specific routine tasks. They may include a checklist or process steps to follow. Procedures help guide policies. Procedures give instructions on how to utilize policies. The Purpose of Procedures: At the very least, procedures should outline the following information: Who is responsible for each task. What steps need to be taken. Who the responsible party reports to. What makes a good procedure? Clear, concise, and simple language. Addresses how to implement policies. Takes user insight into account. Providing options when feasible, not unnecessarily restrictive. Exceptions to the Bidding Process Current Emergency Purchases: 3.04.075 In case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment and contractual service, The City Administrator shall have the authority to authorize the Purchasing Agent to secure the open market at the lowest obtainable price and such supplies, materials equipment or contractual services. This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the authorized limitation for open market purchases. In all instances a full explanation of the emergency circumstances shall be filed with the Mayor and Common Council. If emergency work is performed, the Purchasing Division should be notified by the next business day. This will allow the Purchasing Division to properly ratify purchase orders. What Constitutes as an Emergency: A public calamity An immediate need to prepare for national or local defense. Packet Page. 1548 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 63 of 99 The breakdown of machinery or equipment on service impediment which will require immediate resolution. A hazard or peril to public health or welfare A situation where the city is unable to perform services for the public. Steps to take: If the emergency occurs during business hours, The Purchasing Division shall be notified the same day. If an emergency occurs during non-working hours, purchasing shall be notified during the next business day. Purchasing contracts vendor or delegates to department to secure rough order magnitude (ROM) written estimate. Purchasing or delegate notifies vendor to proceed. Only licensed and insured vendors can be contracted with, as appropriate. A purchasing order with a Not to Exceed Amount (NTE) shall be issued within 5 – 10 days. If feasible, a Vendor service Agreement to follow. If ROM exceed $100,000, council approval is required even if after the fact. After the emergency is mitigated, if additional work is required, the normal competitive procurement procedure is to be followed. Contractors must be registered with DIR prior to the bid opening, to qualify to win the bid. Municipal Code §3.04.070 Emergency Purchases In case of an emergency, which is so urgent as to preclude advance action by the Mayor and City Council and which requires purchase of supplies, materials, equipment or contractual services, the City Manager shall have the authority to authorize securing in the open market any such supplies, materials, equipment or contractual services. This emergency authority shall extend to all purchases, irrespective of the fact that the amount might exceed the authorized thresholds outlined in Section 3.05.020 of the Municipal Code. An explanation of the emergency circumstances shall be filed with the Mayor and City Council within forty-eight (48) hours of the emergency purchase. Packet Page. 1549 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 64 of 99 The Purchasing Process Department Led Bids for Purchases between $10,001 and $40,000: Please see Section 2: Polices, for Purchasing Expenditure and Approval Thresholds. 1. Department must contact all vendors/contractors/consultants via telephone, teleconference, or email for a quote request. a. Please note if verbal requests for quotes are made, a written confirmation and/or follow-up must be sent to the vendors/contractors/consultants. 2. Department must provide all vendors/contractors/consultants with same SOW and specifications for the services/products/equipment that is needed. a. This for transparency and audit purposes 3. Department must provide all vendors/contractors/consultants with a due date/deadline to return their bid/quote. Please see the definition and detailed example of a valid quote. a. Quote can be electronic in Excel, Word and PDF format. b. The date should be noted on the quote. 4. Departments must evaluate the bids submitted, showing documentation of the cost comparison. 5. Once bid is awarded, Department may process a purchase order for purchases between $10,001 up to $40,000. All bid documents must be attached to the PO in New World along with the certificate of insurance (Endorsements and Waivers of Subrogation), and current W9 with date and signature, if services are being provided to the City. a. It is the discretion of the Agency or Department Director to process an agreement for purchases between $10,001 and $40,000. i. Agreement templates are available from the Purchasing Division. ii. If an agreement is required, please contact the Purchasing Division for review of the agreement before it is uploaded to DocuSign for signature. Packet Page. 1550 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 65 of 99 Telephone Quotes If quotes are requested verbally, they should always be followed up by email, fax, or text, if email is not an option. The only time that a follow-up is not required is under the following unusual conditions: Wi-fi servers are inoperable for both parties; therefore, emails can’t be received and sent. Fax is not available. The post office and other delivery courier services are not available. Text messages are not an option. When requesting a phone quote from a vendor, please follow the following instructions: Pre-write verbiage or a script in order to be transparent and ask each vendor for the same information. Make sure to document the time and date the vendor was contacted. Make sure to advise the vendor of the date and time the quotes need to be submitted.. All vendors need to be contacted within the ten (10) business days to ensure pricing is comparable. Prices obtained months apart are not comparable. Make sure to obtain the vendors contact information in order to send a confirmation email. If you send a follow-up email, you are much more likely to receive the written back-up for the quote that is required for audit purposes. While verbal quotes are quick and easy, sending a follow-up email takes only a few seconds and saves a lot of headaches later during an audit! Packet Page. 1551 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 66 of 99 Example of an ideal simple quote: Quotation Quote Number: Date: May 7, 2021 Company Name: Contact Person and Contact Info.: Project Title/Number: Total Cost: Item Description Unit Price Quantity Price Office Phone System Instruction Book Instruction Manual for the NEC Office Phone System $XX.XX 40 $XXX.XXX Total Price $XXX.XX Thank You very much for giving us the opportunity to quote. We hope to serve your order soon. If you have any questions, feel free to contact us at_______________. Sincerely, Contact Title Contact Name A valid quote should contain the following information: Supplier’s business details Client details Quote number Date of issue A list of services to be provided What services won’t be provided Breakdown of costs Total cost of the project Variations of (extra costs) Timelines and completion dates Factors which may affect the completion date A place for customers to sign their acceptance Please Note:City staff should not sign acceptance of a quote. If terms and conditions are attached, the signer may be accepting terms and conditions and obligating the City to terms and conditions that are contrary to the City’s usual terms and conditions. Staff members that have been assigned purchasing and signing authority Packet Page. 1552 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 67 of 99 should be the only individuals signing on behalf of the City. Individuals that have been designated purchasing and signature authority will contact the City’s legal Counsel if necessary to obtain legal advice as to signing pricing, quotes and proposals. Payment methods, is asking for a deposit Response Time From Purchasing Agents 1. Please allow at least 72 hours for the Purchasing Division to respond to your requests. Same day inquiries will be reviewed by urgency and/or priority but responses are not guaranteed the same day. 2. This is to respect and prioritize all duties/tasks for the purchasing staff and most importantly to be able to address all City departments fairly and timely. 3. For projects, please contact purchasing no less than 6 months, but preferably a year or more before your project has to be finalized and ready to go. i. Allowing long lead times assists purchasing with identifying the needs for your department, and it assists with the needs for the City overall. Purchasing may be able to assist with your SOW, identifying suppliers/vendors in the marketplace, and with formulating your department’s purchasing strategy which will reduce potential risks. 4. Please include the purchasing process/plan and timeline in your project presentation to the City Council. i. This shows the City Council that the departments are collaborating with the Purchasing Division and that citywide staff is accountable for the project. This also gives the City Council more realistic estimated dates and times of when your project can be fully executed. Packet Page. 1553 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 68 of 99 Purchasing Division Led Bids for all purchases: 1.Quick Quote via Planet Bids:Did you know that a quick quote can be utilized via Planet Bids for small purchases up to $10,000? Quick Quotes can be released with a bid close date within 48 to 72 hours. a. The department must provide specifications to the Purchasing Division two (2) business days in advance for review and revisions before they would like the Quick Quote bid to be released. b. Departments should always send a detailed request to City Purchasing - - A detailed description of what you want to purchase, should include: 1. Color 2. Size 3. Amount/Quantity 4. Manufacturer Number 5. Name of Manufacturer, etc. c.Quick Quotes have a turnaround time of 48 to 72 hours. Quick Quote Process Chart YES NO Department Identifies Goods/Services to be purchased Purchasing will review the request. Did Dept. Provide all relevant information for Quick Bid to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with Quick Bid Release. Purchasing Dept. Releases quick quote with an assigned bid No. Bid Turnaround is 48 to 72 hours Bid Closes – Purchasing Reviews Bid & Advises Dept. of winning Company, Dept. Creates PO (Purchasing May draft contract if required) - Process is not Complete. Packet Page. 1554 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 69 of 99 2.Request for Quotation (RFQ):RFQ’s can be processed for purchases greater than $10,000. a. Requesting Department must provide RFQ documents to the Purchasing Division seven (7) business days before the requested bid release date, for review and revisions before bid is RFQ is released. b. Departments should always send a detailed request to the Purchasing Division. 1. A detailed Scope Of Services (SOS)/Scope Of Work (SOW) is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. 2. A detailed pricing sheet for the vendor to fill out and submit for the RFQ 1. Please Note: If the RFQ request is sent back to the department due to insufficient information, when the request is returned to purchasing, there will be up to five (5) additional business days for review before the RFQ is released. c. RFQs have a minimum turnaround time of 14 business days (from release to closing). This does not include the evaluation of the bids, bid protest and award protests. RFQ Process Chart YES NO Did Dept. Provide all relevant information for RFQ Bid to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with RFQ Bid Release. Purchasing Dept. Releases RFQ Bid with an assigned bid No. Bid Turnaround is 2 to 4 weeks Bid Closes – Purchasing Reviews Bid & Advises Dept. of winning Company, Dept. Creates PO (Purchasing will draft contract and Process for signature Execution Department Identifies Goods/Services to be purchased. Purchasing will review the request. Packet Page. 1555 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 70 of 99 3.Request for Proposal (RFP):The document used to solicit proposals from potential providers (proposers) for contractual goods and services. Price is usually not a primary factor. RFPs provide for the negotiation of all terms, including price, prior to contract award. An RFP may include a provision for the negotiation of best of final offers, and may be a single or multi-step process. For the City of San Bernardino, RFPs can be processed for purchases above $40,000. RFPs are usually solicited for High Value/High Risk projects and services. 1. The Department should be preparing for an RFP month in advance and contacting the Purchasing Division for advanced notification. RFP documents must be provided to the Purchasing Division no less than fourteen (14) business days in advance, before the requested RFP release date. This is for review and revisions before RFP is released. 2. The Department should always send a detailed request to the City Purchasing Division. 1. A detailed SOS/SOW is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. 2. A detailed pricing sheet for the vendor to fill out and submit for the RFP. Please Note: If an RFP request is sent back to the department due to insufficient information, when the RFP request is returned to purchasing, there will be up to five (5) additional business days for review before the RFP is released. b. Department can require a Bidders Conference (Bid Meeting) to discuss and clarify inquiries from the participating proposers. c. RFPs have a minimum turnaround time of 30 calendar days (from release to closing). This does not include the evaluation of the RFPs, any protest and award protests. See RFP Process Flow Chart on Next Page Packet Page. 1556 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 71 of 99 RFP Process Chart Yes No Department Identifies Goods/Services to be purchased. Purchasing will review the request. Did Dept. Provide all relevant information for RFP to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with RFP Bid Release. Purchasing Dept. Releases RFP Bid with an assigned bid No. Bid Turnaround is 4 to 6 weeks Bid Closes – Purchasing Reviews: Bid Pricing, References, Exceptions, Deviations, Purchasing Draft complete evaluation Matrix. Department Reviews: responses and qualifications of bids submitted. Evaluation Matrix is reviewed by Purchasing and Evaluation team, if a Best and Final Offer (BAFO) is necessary, Purchasing will contact vendors for revised bid and deadline to submit BAFO’s BAFO Closes: Purchasing Reviews Revised Bid Pricing, Exceptions, Deviations. Purchasing draft complete evaluation Matrix Department Reviews Revised responses and qualifications of BAFOs submitted. Purchasing Sends Tentative award to most responsive/responsible bidder, (Dept. cc’d) once award accepted. Purchasing sends finalized matrix to Dept. so staff report can be drafted. and qualifications of BAFOs submitted. Once Agreement has been approved by City Attorney (If Exceptions were taken) contract is uploaded to DocuSign for signature processing. Once contract has been signed by all parties, including vendor/consultant/contract, the bid and contract process is complete. DONE!! Packet Page. 1557 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 72 of 99 Request for Information (RFI) or Request for Qualification (RFQual): A non- binding method whereby a jurisdiction publishes its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc. b. The Department requesting an RFI or RFQual should be preparing for the process months in advance and should contact the Purchasing Division for assistance. The Department must provide RFI/RFQual documents to the Purchasing Division fourteen (14) business days in advance of the requested release date, for review and revisions before the RFI or RFQual is released. c. Departments should always send a detailed request to the City Purchasing Division. d. A detailed SOS/SOW is to be provided to purchasing. 1. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. A detailed pricing sheet is not required for RFIs/RFQuals e. Departments can require a Bidders Conference to discuss and clarify inquiries from the participating respondents. f. RFI’s/RFQual’s have a minimum turnaround time of 30 calendar days (from release to closing) Please Note: If an RFI/RFQual request is sent back to a department due to insufficient information, when it is returned to purchasing, there will be up to five (5) additional business days for review before the bid is released. This does not include the evaluation of the RFI/RFQual, any protest and award protests. Packet Page. 1558 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 73 of 99 RFI/RFQual Process Chart Yes NO PROTEST PROCEDURE 1. Vendors not awarded for a contract have ten (10) business days to formally protest the award. The award should include precise fact and circumstances, and reason for the intent to award to be overturned. a. The protest must be filed before the awarded contract or purchase order has been issued. The Purchasing Division may not act on a bid protest if it hasn’t been received in a timely manner. If the protest deadline has expired, the vendor will be notified, and the award process will move forward. 2. If the vendor bid protest is appropriately filed, the Purchasing Division may delay the award of a contract or purchase order until the matter is resolved. a. Please note that situations may occur where the delay of an award may not be in the best interest of the City due to emergency and/or time constraints such as the end of the City’s fiscal year or grant funding requirements. In these situations, the City has no obligation to delay or otherwise postpone an award of a purchase order or contract based on a vendor protest. In all cases, the Cities Purchasing Manager reserves the right to make an award when it is determined to be in the best interest of the City of San Bernardino. b. The Purchasing Manager will review the protest and will considered all information submitted with the protest. The purchasing manager will make the final decision in writing by email and will be followed up with a hard copy, or Department Identifies Goods/Services to be purchased. Purchasing will review the request. Did Dept. Provide all relevant information for RFP to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Bid Closes –Purchasing Reviews: Bid & Advice Dept. of Results. A short list is created from Results and a RFP/RFQ is processed for the next step., (See RFQ/RFP Flow Charts) Purchasing Dept. will move forward with RFI Bid Release Purchasing Dept. Releases RFI Bid Request with an assigned bid number. Bid Turnaround time 30 Calendar Days. Packet Page. 1559 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 74 of 99 mail the notice to the protesting bidder within thirty (30) business days of confirmed receipt. 3. The Purchasing Manager may refer a protest of a technical nature to the requesting City Department for further clarification, and will prepare a response to the protesting vendor, advising them of the pending action(s), and when a formal response can be expected. Packet Page. 1560 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 75 of 99 PROTEST FORM AND CONTENT All protests shall be in writing and state that the vendor is submitting a formal protest, and the protesting vendor is responsible for ensuring that the protest is received within the protest deadlines. If the City does not receive the protest within the specified deadline, the protest may be rejected. The mailing address for all protests is: City of San Bernardino Purchasing Division Attention: Purchasing Manager 290 North “D” Street San Bernardino, CA. 92401 Include the following information shall be placed in the protest letter. Failure to provide the following information could result in rejection of vendor’s protest: 1. Company name, mailing address, phone number, and name of company individual responsible for submission of the protest 2. Please provide an email address for communication, clarification, and disposition of the pending protest 3.Specify the City Bid Number, bid title, closing date, and proposed award date of the solicitation 4. State the specific action or decision being protested 5. Indicate the basis for the protest 6. Indicate what relief or corrective action vendor believes the City should make 7. Demonstrate that every reasonable effort was made within the schedule provided, for vendor to resolve the basis of the protest during the process, including asking questions, seeking clarification, requesting addenda, and otherwise alerting the City to any perceived problems. 8.Protest letter must be signed by an authorized agent of the company Packet Page. 1561 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 76 of 99 Vendor Setup Instruction on how to request a New Vendor set-up and/or make changes to an existing vendor: Go to New World (ERP System) Financial Management Purchasing Vendor Change Request • All vendors need documentation verifying their mailing address: • W9 • City refund form • Driver's License • Asset forfeiture, Memo from PD Purchase Orders (POs) 1. POs will be reviewed 2 days per week (Mondays and Fridays) 2. POs will be returned if proper documentation is not attached. a. Description must match the GL Account used and scope of work 3. Please be mindful that a PO is necessary “before” services are rendered. a. Example: POs are not rushed due to services being provided outside of an approved PO and/or agreement. 4. If using a Grants Account, please make sure to use a Grants PO. 5. Please make sure to obtain written permission the Grants Division. Packet Page. 1562 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 77 of 99 PO Change Order Process: Changes are made via the New World Database. A Detailed comment needs to be entered stating what is being updated. 1. Remove the check mark in the change process only 2. Enter either the PO number or Vendor to find the departments PO 3. Hit Search 4. Click on the PO number that needs to be changed 5. Make the changes as needed 6. Click Save, if enough funds aren’t available the PO will not validate 7. If you get a GIANT red X do not move it forward, you will need to adjust the budget 8. If a GREEN check mark appears , the PO is validated, then approve to move forward in the approval process 9. Once change order request goes through the approval process and is fully approved, purchasing will post, print and forward a copy of your to your department so you will know the change order is complete. Packet Page. 1563 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 78 of 99 Furniture Order Process There are a few things to be considered when you order furniture for new or existing staff. 1. There may be existing furniture that will meet your needs. Before ordering new furniture and/or cubicles, reach out to the Facilities Team. There are desks, credenzas, bookshelves, and cubicles available that are in excellent condition that may suit your needs. a. You are not required to use existing office furniture or cubicles. Sometimes the existing furnishings are too large for smaller offices, or the cubes are not suitable for the space. b. Chairs should always be ordered new. Using old chairs to save money can cost the City in the long term with potential ergonomic problems that they can cause or exacerbate for health employees. 2. If there is not existing furniture that suits the needs of your department, follow the RFQ Process to initiate the purchase of furniture that meets the needs of your department. 3. It is important to note that if City Facilities staff is unable to install your furniture and/or cubicles, a Public Works bid must be released for the installation of the furniture system according to State Law. a. The bid will be released to certified/qualified vendors that have the proper licensing and certifications for the installation and comply with Prevailing Wage. b. Prevailing Wage applies to assembly, disassembly, installation, reconfiguring or securing furniture to walls. c. Prevailing wage does not apply to delivery of furniture, or rearranging/moving chairs, bookcases, filing cabinets, desks, etc. within a space. Staples Office Supplies Staples is the city’s designated office supplies vendor. 1. To obtain a log-in Send an email to your assigned City Representative with your employee’s name, email address, phone, department and shipping address. It is okay to ask for price matches for large, priced items. Please advise City Representative when an employee separates from the city so that their account is removed. Please note Furniture orders can be placed with Staples if a department has the approved specifications and measurements. Business Registration According to Municipal Code 5.04.005, a business registration certificate needs to be obtained before any person or business conducts business in the City. Please contact the Business Registration Department for all business certificate, licensing, and fee requirement information. Packet Page. 1564 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 79 of 99 City of San Bernardino Contract Processing Guidelines The Purchasing Division wants to ensure to meet the purchasing needs of the city as much as possible. To safeguard that appropriate contract procedures a being properly followed; the following process is being implemented immediately: 1. Drafting a Contract. a. If an individual department processes a bid, the Department can draft the service agreement using the city approved template. 2. All Contracts require purchasing review & approval prior to sending to the vendor/consultant for signature. a. This is to ensure that everything is documented correctly within the agreement. b. The Department shall forward drafted agreement to the Purchasing Division for review and approval. c. Purchasing may have some approved language and/or options to add to the agreement before sending to the vendor/consultant for review. 3. Contracts Requiring Purchasing/City Attorney review & approval prior to and after the vendor/consultant has been requested to sign the contract. a. Drafted templates that will not require City Attorney approval prior to sending to the vendor/consultant for signature are: i. The contract is drafted on the City approved template and no exceptions or deviations have been taken on the terms and conditions. b. Drafted templates that will require Purchasing/City Attorney approval prior to sending to the vendor/consultant for review/revisions are: i. The contract is above $40,000. ii. The contract drafted on the City approved template and exceptions/deviations are being requested on the terms and conditions iii. The contract is drafted on the vendor/consultants’ contract template. c. Drafted templates that will require City Attorney approval after sending to the vendor/consultant for review/revisions are: i. The vendor has taken exceptions to the Terms and Conditions within the City approved agreement template. ii. The vendor is counter-responding to the exceptions the City has taken on the vendor/consultants drafted contract template. d. City Attorney is to be given a minimum of 7 to 10 business days to review contracts or to complete other legal review requests. 4. If wet signature is required. All contracts should be signed by the vendor/consultant prior to sending the contract to the Purchasing Manager and/or City Manager for final signature and approval. a. This is a best practice for the business issuing the contract not to sign a contract until it is accepted by the other party and signed. Once it is accepted and signed by the other Packet Page. 1565 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 80 of 99 party, the issuer should review the contract again to make sure no terms were changed and then sign it. i. This best practice is also used when a vendor gives the City their contract template to review and sign. The city will not sign the contract until the vendor signs the negotiated terms and conditions first. b. The City Purchasing Division is to be given a minimum of five (5) business days to review contracts or to complete other purchasing requests. c. Sometimes vendors/consultants may change terms and sign contracts without advising that changes have been made on their end. i. We must review and make sure that the same contract that was sent to them is being signed and returned to us. d. Purchasing will forward the contract to the City Clerk for the City Attorney’s Signature and City Manager’s signature, via DocuSign, unless a wet signature is required. e. Once signed by the City Manager and finalized, everyone should receive a copy of the sign. 5. Agreement Amendments are generally Processed for the following reasons: a. Rate Adjustments i. Processed when a vendor has requested a rate increase. If rates are increased in a contract, an amendment needs to be processed. The amendment should contain the new rates along with indicating the new percentage of the rate increase. b. Expiration Date Extensions i. If an agreement is needed for a longer period of time, then an amendment needs to be processed. This will include contracts that have options to extend. If the City is going to use the option to extend, an amendment needs to be generated and stated that the City is using the option to extend the agreement. c. Scope of Work Changes i. If the scope of services is being altered or information is being added to the SOW, then an amendment should be processed. Vendors are already obligated to provide the services/materials that are in their executed agreements, they are not obligated to provide more than what is stated in their SOW, this is why an amendment is needed. d. Services/Delivery Schedule Changes i. If a vendor has a set schedule of days and time that are in their contract and they want to make changes to that schedule, then the department needs to agree to that change and process an amendment. e. Typos and Errors i. When there is an error in an agreement it needs to be corrected and an amendment may need to be processed; an error may change the meaning of terms and conditions in a contract. Contact Legal Services for review to determine if the error has a material impact on the agreement or contract. Packet Page. 1566 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 81 of 99 All completed copies of executed amendments shall be attached to the PO in the Financial System. 6. When purchasing conducts, a bid, purchasing is responsible for drafting the contract. Please provide the Buyer with the Following information: a. Annual Cost for the contract b. Whether or not it is a multiple year contract c. If Council approval is required, please provide the date of the meeting, item number, and annotated page showing approval. Please do not upload contracts to DocuSign that have been processed by the Purchasing Division, that is Purchasing’s responsibility. 7. When using DocuSign, Contract will be uploaded into DocuSign and the contract will go through the internal process for signatures and the vendor’s email is added in order to obtain their electronic signature. Packet Page. 1567 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 82 of 99 City Approved Agreements Template Title Purposes Insurance Requirements Bonds Contract Amendment To amend Terms and Conditions in an executed agreement Insurance requirements are based on original Agreement N/A Contract Extensions To extend the terms and conditions of an agreement Insurance requirements are based on original Agreement N/A Design Build Agreement For single projects with turnkey design and construction Commercial General Liability (CGL) Contract Price Amt of Liability Ins (occ.) $0 - $2mil $2 mil $2mil - $5mil $3 mil $5mil - $10mil $5 mil $10mil - $20 mil $10 mil Automobile $5 mil per accident Workers Comp. $1 mil Professional Liability $2 mil Performance Bond Payment Bond Design Services Agreement For Professional Design Services Only CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate Performance Bond Payment Bond Encroachment Agreement To document City’s authorization of the Permittee’s encroachment onto City’s Property Insurance Requirements is dependent on Scope of Work contained in the agreement and Permit shall not take effect or become binding on City until Permittee has complied with the insurance requirements. N/A Goods Purchase Agreement Is to purchase all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services. Delivery Date(s) upon which the goods are to be delivered to the City, ready for approval, testing and/or use. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Lease Agreement – City as Lessee For City the pay Lessor rent for a property for a premises, for an extended period of time Insurance requirements are based on the intended use of the rental property N/A Lease Agreement – City as Lessor For city to rent out city owned property to a Lessee for an extended period of time. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ N/A License Agreement City owned real property in which a Licensee desires to obtain CITY’S permission to enter onto the Property for a specified period of time. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ N/A Long Form Construction Specifications Complex/High Risk/High Value Construction Projects CGL $5mil per occ/$10 mil aggregate Automobile $5 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate Performance Bond Payment Bond Packet Page. 1568 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 83 of 99 Template Title Purposes Insurance Requirements Bonds Builder’s Risk Contractor’s Pollution Liability $1 mil per occ/ $2 mil aggregate Maintenance Services Agreement 1. Routine, recurring, and usual work for the preservation or protection of any publicly owned or publicly operated facility for its intended purposes. 2. Minor repainting 3. Resurfacing of streets and highways at less than one inch. 4. Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems. 5. Work performed to keep, operate, and maintain publicly owned water, power, or waste disposal system, including, but not limited to, dams, reservoirs, powerplants, and electrical transmission lines of 230,000 volts and higher. CGL: $2 mil per occ/$4 mill aggregate. Limits may be increased if work involved Construction $5mil per occ/$10 mil aggregate. Automobile $1 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate Builder’s Risk Contractor’s Pollution Liability $1 mil per occ/ $2 mil aggregate Performance Bond Payment Bond Nuisance Abatement Services Agreement Nuisance abatement is a legal procedure for correcting a situation that is considered a nuisance. Nuisances can take the form of health and safety threats in addition to circumstances that impact quality of life. Thus, issues like poor sanitation, abandoned property, havens for criminal activity, and loud music are all nuisances and can be subjected to nuisance abatement. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ Performance Bond Payment Bond On-Call Professional Services Agreement For Professional Services for Specialized Services such as Financial, Economic, Accounting, Legal Engineering or Administrative Services CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Professional Services Agreement A professional services agreement is essentially a form that collects all the relevant information in a professional endeavor between two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Professional Software Services Agreement A professional services agreement is essentially a form that collects all the relevant information in a professional software services endeavor between CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ N/A Packet Page. 1569 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 84 of 99 Template Title Purposes Insurance Requirements Bonds two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. Professional Liability $2 mil per claim/Aggregate Cyber Liability $1 mil per claim/Aggregate Professional Services Agreement Caltrans – FHWA A professional services agreement is essentially a form that collects all the relevant information in a professional endeavor between two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. Agreement is full funded by Caltrans on behalf of FHWA CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Real Estate Purchase Agreement Transactional agreement between a Buyer and Seller of Real Estate Property Buyer maintains and will continue to maintain adequate public liability insurance coverage throughout the term of this Agreement. Buyer’s indemnity obligations as set forth herein will survive termination of this Agreement. N/A Real Estate Sale Agreement Transactional agreement between a Buyer and Seller of Real Estate Property At Close of Escrow (as defined below), Seller will convey good and marketable title to the Property to Buyer as evidenced by an ALTA Non-Extended Form Owners Policy of Title Insurance (“Title Policy”), issued by the Title Company in an amount equal to the Purchase Price, and with endorsements requested and paid for by Buyer, and subject only to the Permitted Exceptions. Seller will assign to Buyer all insurance proceeds and the Purchase Price will be reduced by the amount of any deductible. N/A Reimbursement & Indemnification Agreement Reimbursement: to Reduce or avoid tax. The benefit under a reimbursement agreement can be the payment of money, the transfer to property or an estate, interest, right or power in or over property or the provision of services. An Indemnity Agreement allows the injured party to claim compensation or reimbursement for the losses that are suffered from the party that is liable to make up for these damages N/A N/A Packet Page. 1570 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 85 of 99 Template Title Purposes Insurance Requirements Bonds Reverse License Agreement the License Agreement to be entered into by Buyer and Seller at the Closing in the form attached hereto as Exhibit B. CITY, shall be lawfully self-insured with minimum coverage limits as required by LICENSOR as described in Exhibit “C”. Prior to (i) entering the Licensed Property or (ii) performing any work or maintenance on the Facility, CITY shall furnish LICENSOR with the insurance endorsements and certificates in the form and amounts specified in Exhibit “C”, evidencing the existence, amounts and coverage of the insurance required to be maintained hereunder. LICENSOR shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by CITY under this Agreement. N/A Reverse Right of Entry Agreement GRANTOR hereby grants to GRANTEE and its agents, employees and contractors the temporary non- exclusive right to enter onto the Property for the Project; provided, however, that GRANTEE’s use of the Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by GRANTOR or any tenants, occupants or persons claiming through or under GRANTOR; and provided further that all persons who enter upon the Property pursuant to this Right of Entry do so at their own risk and shall comply with any and all instructions and directions of GRANTOR. N/A Bond Right of Entry Agreement Employees and contractors the temporary non-exclusive right to enter onto Property solely for a project. provided, however, that GRANTEE’s use of the Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by GRANTOR or any tenants, occupants or persons claiming through or under GRANTOR; and provided further that all persons who enter upon the Property pursuant to this Right of Entry do so at their own risk and shall comply with any and all instructions and directions of GRANTOR. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ N/A Short Form Construction Contract A short form agreement is legal document that is used to procure small renovation or construction services from a contractor or construction CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk N/A Packet Page. 1571 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 86 of 99 Template Title Purposes Insurance Requirements Bonds company. The contract states who the parties are, what work is to be completed, and by what date the project should be done. Professional Liability Ins. $2 mill per occ. Short Form Services Agreement It is intended for use in business-to- business transactions and is not suitable for use in consumer transactions. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk Professional Liability Ins. $2 mill per occ. N/A Vendor Services Agreement A vendor service agreement is used whenever a business owner or an individual hires a person or company to provide services or products. Vendor agreements are used in all sorts of industries, including professional services, technology, marketing, event planning, and much more. A quality vendor service agreement clearly states the product or service the vendor will provide and the expectations of the deal from the beginning. It also lowers the risk of dispute or confusion for everyone involved. A vendor service agreement should be used for all types of events, including farmer's markets, festivals, or fairs, to ensure everyone benefits from the experience. In a vendor agreement, the conditions and expectations of the service or product are clearly laid out. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk Professional Liability Ins. $2 mill per occ. Packet Page. 1572 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 87 of 99 Non-City Approved Agreements Type of Agreement Definitions Cooperative Agreements These are agreements between a government entity and a business, created in order to lower the cost of procuring goods and services that multiple entities commonly need. 1. Cal Procure: State Leveraged Procurement Agreements 2. OMNIA Partners 3. Sourcewell 4. NASPO 5. BuyBoard Purchasing Cooperative Piggybacking When you use an existing contract to acquire the same commodities or services at the same or lower price from another public entity contract. Subject Matter Comparisons: The product or service acquired through piggybacking must be comparable to what your original acquisition needs, function, and goals are. Single Source A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. A department must demonstrate in detailed writing, to the Purchasing Agent that the purchase can only be obtained from a single source. Note: This is a LEGAL requirement, not just an ordinance. This is to protect against any discrimination for ALL bidders, contractors. We are ran by the public for the public. Sole Source Is used only when there is only one qualified company that has developed a patent or copyright product or services; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition. Please contact purchasing to use the Single/Sole Source Justification Form when requesting to utilize a Single/Sole Source Procurement. See example below Packet Page. 1573 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 88 of 99 City of San Bernardino Finance Department, Purchasing Division JUSTIFICATION OF SINGLE/SOLE SOURCE REQUEST ITEM Description ________________________________ DATE__________ Select Source: ____Sole Source: Item is manufactured and/or only distributed by one vendor. ____Single Source: Item is available from several vendors, but item is the only one that will work Please answer all questions in detail, in order to prevent delays in the evaluation. Please do not provide one sentence answers. If any additional pages are needed to answer all questions, please attach all pages to this document. 1. Why is the acquisition restricted to this good/service/supplier? (Explain why the acquisition cannot be competitively bid). Please enter answer below 2. Describe the uniqueness of the purchase (why was the good/service/supplier chosen?) Please enter the answer below 3. What are the consequences of not purchasing the goods/service or contracting with the proposed supplier? 4. What market research was conducted to substantiate the single source, including evaluation of other items considered? a. (Please provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department concluded that such alternatives are either inappropriate or unavailable. The names, addresses and phone numbers of suppliers contacted and the reasons for not considering them must be included or an explanation of why the survey or effort to identify other goods/services was not performed.) 5. How was the price offered determined to be fair and reasonable? Explain what the basis was for comparison and include cost analyses as applicable. (I.e., Compared to vendor’s previous or current offer to the city or to another agency/company – or any other method of comparison that will substantiate fair and reasonable pricing in the absence of competition) Packet Page. 1574 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 89 of 99 6. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier. Signature Block Below ____________________ ___________ Department Head Date ____________________ _____________ Approved Not Approved Date (Up to $100,000) Purchasing Manager SSJ Justification: _______________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ Over $100,000 – must be submitted for City Council Approval with the Purchasing Manager in concurrence. Packet Page. 1575 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 90 of 99 Please contact the City Clerk’s office if you have questions regarding the DocuSign Process for Agreement Signatures: City Clerk requires: That only Finalized Agreement be uploaded to DocuSign. Before uploading an agreement to DocuSign, please forward the following Documents to your designated Buyer for review via email: 1. Drafted Agreement 2. Quote(s) 3. COI with waivers of Subrogation and Endorsements 4. W9 with wet signature and current date 5. City Business License Packet Page. 1576 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 91 of 99 How to Calculate Cost Avoidances and Cost Savings for Procurement Projects Cost Savings vs. Cost Avoidance -Cost-savings measures any actions that lower current spending, investment, or debt levels. They result in a tangible financial benefit for the organization. The amount of money saved as a result of these measures should always be reflected in the financial statements and next year’s budget. Actual cost savings should be visible in the financial statements compared to prior period; planned cost savings should be reflected in the budget. Examples of cost saving measures are: o Reduction of overtime hours o Elimination of temporary labor employees o Negotiation of price decreases for products and services o Negotiation of a lower rental fee for facilities and equipment -Cost avoidance measures are any actions that avoid having to incur costs in the future. They represent potential increases in costs that are averted through specific preemptive actions. These measures will never be reflected in the budget or the financial statements. Some examples of cost avoidance measures are: o A reduction of a proposed price increase from a vendor o The elimination of the need for additional headcount through process improvements, or a change in maintenance schedules for critical equipment to avoid work stoppages. Packet Page. 1577 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 92 of 99 How to Calculate a Cost Avoidance Example Average Cost of Bids Submitted $ 1,000,000.00 Winning Bid $ 350,000.00 Average Cost of Bids - Subtracted from winning bid =Cost Avoidance $ 650,000.00 Divide Cost Avoidance/ Average cost of bids = Percentage of savings/avoidance for project 65% How to Calculate a Basic Cost Savings Example Cost used in previous project/services $ 55,000.00 Cost of new winning bid $ 46,000.00 Subtract previous cost from - new bid cost = New cost savings $ 9,000.00 Divide Cost Savings/ previous project cost = Percentage of new cost savings 16% Packet Page. 1578 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 93 of 99 Certificate of Insurance (COI): All vendors are required to provide a COI for the services, materials and equipment that they are providing to the city. Insurance limits vary dependent upon the type of work and services that are being provided. The Current Insurance Limits for 2023 are the following: Professional Services Agreements, Lessee Agreements & Vendor Agreements General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate. Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Environmental Contractors and/or Consultants Agreements Commercial General Liability (CGL). No less than $2,000,000 per occ./$4,000,000 aggregate Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Construction Services Agreements Commercial General Liability (CGL). No less than $5,000,000 per occ./ $10,000,000 aggregate. o The higher limit is appropriate for general contractors on any new construction or major remodel projects. Subcontractors in areas of higher risk, such as electric, roofing, or plumbing work, should have limits above the standard minimum of $2 million. Automobile Liability. No less than $5,000,000 per accident for bodily injury and property damage. Packet Page. 1579 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 94 of 99 Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Builder’s Risk. (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Professional Liability. No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Contractors’ Pollution Legal Liability. And/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. Aviation and Cyber Liability Insurance (May be required): o Unmanned Aerial Systems (UAS) – aka “Drones”, has determined that drones are “currently the most dynamic growth sector in Aviation. o Amount of Insurance Needed: Typically, liability limits may be purchased on a combined single limit basis at $500,000, $1,000,000 and $2,000,000 and higher depending on insurance company and/or requirement. Design/Build Contracts (Professional Liability). For contracts with construction risk, there is added coverage requirements for professional liability. It is necessary for “design/build” contracts where the contractor is expected to provide engineering and architectural services. Please note that Bonds may be required such as: Surety Bonds, Bid Bonds, Performance Bonds, Payment Bonds, Subdivision or Completion Bonds. Please review the contract template and/or contact the City Attorney to verify if there is a requirement for Bonds. Professional Software Services Agreements and may be required for other types of agreements. General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate. Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Packet Page. 1580 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 95 of 99 Cyber Liability with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate o Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction electronic information, release of private information, alteration of electronic information, extortion and network security. This policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit expenses with limit sufficient to respond to these obligations. Packet Page. 1581 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 96 of 99 Packet Page. 1582 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 97 of 99 Packet Page. 1583 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 98 of 99 Packet Page. 1584 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 99 of 99 Packet Page. 1585 1 5 7 4 7 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ONSITE COMPUTING INC This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Onsite Computing Inc, a Corporation with its principal place of business at 495 E Rincon St #206 Corona CA 92879 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Land Management System Data Conversion (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Packet Page. 1586 2 5 7 4 7 Consultant under this Agreement exceed the sum of $517,000.00 ($470,000.00 plus a 10% contingency). This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty- five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through January 31, 2027, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Packet Page. 1587 3 5 7 4 7 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 1588 4 5 7 4 7 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. Packet Page. 1589 5 5 7 4 7 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1590 6 5 7 4 7 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1591 7 5 7 4 7 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1592 8 5 7 4 7 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1593 9 5 7 4 7 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1594 10 5 7 4 7 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1595 11 5 7 4 7 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1596 12 5 7 4 7 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Onsite Computing Inc 495 E Rincon St #206 Corona CA 92879 Attn: Frank Barbarossa, Founder & CEO 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1597 13 5 7 4 7 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1598 14 5 7 4 7 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1599 15 5 7 4 7 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1600 16 5 7 4 7 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ONSITE COMPUTING INC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney ONSITE COMPUTING INC Signature Name Title Packet Page. 1601 17 5 7 4 7 EXHIBIT A SCOPE OF SERVICES Current Application Conversion Estimated # of Records Years of Retention Requested ESRI ArcGIS Address/Parcel Records 76,000 5 Years PermitsPlus Address/Parcel Records 70,000 5 Years PermitsPlus Active Planning Projects N/A 5 Years PermitsPlus Active Permit Applications N/A 5 Years PermitsPlus Planning Projects 45,000 5 Years PermitsPlus Public Works Land Development Projects 2,000 5 Years PermitsPlus Building Permit Records 125,000 5 Years PermitsPlus Public Works Permit Records 50,000 5 Years PermitsPlus Building Inspections 560,000 5 Years PermitsPlus Public Works Inspections 80,000 5 Years PermitsPlus Permits and Projects Attachments N/A 5 Years PermitsPlus Entities (contractors / architects) 20,000 5 Years Go Enforce Active Code Cases 2,333 5 Years Go Enforce Code Enforcement Cases 2,333 5 Years Go Enforce Case Attachments (Each case has a folder) 2,333+ 5 Years Go Gov Active CRM Cases 150 5 Years Go Gov CRM Cases 23,000 5 Years Go Gov CRM Attachment (Each CRM has a folder associated with it) 23,000 + 5 Years Progressive Solutions Active Business Licenses 25,000 5 Years Progressive Solutions Total Business Licenses 25,000 5 Years Progressive Solutions License Attachments N/A 5 Years Packet Page. 1602 1 5 7 4 9 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WILLDAN ENGINEERING This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Willdan Engineering, a Corporation with its principal place of business at 650 E. Hospitality Lane, Suite 400 San Bernardino, CA 92408 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1603 2 5 7 4 9 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Packet Page. 1604 3 5 7 4 9 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 1605 4 5 7 4 9 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. Packet Page. 1606 5 5 7 4 9 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1607 6 5 7 4 9 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1608 7 5 7 4 9 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1609 8 5 7 4 9 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1610 9 5 7 4 9 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1611 10 5 7 4 9 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1612 11 5 7 4 9 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1613 12 5 7 4 9 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Willdan Engineering 650 E. Hospitality Lane, Suite 400 San Bernardino, CA 92408 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1614 13 5 7 4 9 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1615 14 5 7 4 9 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1616 15 5 7 4 9 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1617 16 5 7 4 9 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WILLDAN ENGINEERING IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney WILLDAN ENGINEERING Signature Name Title Packet Page. 1618 17 5 7 4 9 EXHIBIT A SCOPE OF SERVICES A. Civil Engineering Design Designs for street construction (widening/reduction), pavement projects (rehabilitation, reconstruction, median additions, ADA compliant sidewalks and walkways, and ADA compliant access ramp projects. Designs of infrastructure such as: wastewater pump/lift station, wastewater force main pipeline, gravity pipelines, rehabilitation of Packet Page. 1619 18 5 7 4 9 existing gravity and force main pipes. Preparation of wastewater hydraulic analysis and modeling Designs storm drain infrastructure such as: storm drain pipeline and ancillary structures, detention retention basin, and rehabilitation of existing storm drain pipes. Preparation of hydrology and hydraulic studies, Master Drainage studies, Water-Quality Master Plan (WQMP) and Storm Water Pollution Prevention Plan (SWPPP).Design and implementation of quiet zone infrastructures and devices at railroad crossings such as a 4 Quadrant Crossing Gate. B. Traffic Control Provide engineering design services for new or modified traffic signals, traffic control, signage and striping, lighting, signal interconnect (hardwire or fiber optic cable), preparation of Signal Timing Plans and Traffic Impact Studies, and any other traffic engineering related designs. C. Structural Engineering Provide structural calculations and design of retaining wall structure, soil stabilization retaining structure, parking lot and street light foundation, bridge foundation for various types of bridge construction such as prefabricated bridges along with construction shoring. Provide structural inspection and analysis of existing buildings, newly constructed buildings, life cycle analysis of existing structures, parking structures, along with many other structural related designs. D. Environmental Consulting Prepare Initial Study Document. Prepare environmental documents and technical studies in accordance with the California Environmental Quality Act (CEQA). Preparation of environmental documents and technical studies in accordance with the National Environmental Policy Agency (NEPA). Provide environmental monitoring services during construction and other related environmental services. E. Geotechnical Engineering Perform geotechnical investigation to include site evaluation and slope stability analysis. Packet Page. 1620 19 5 7 4 9 Prepare geotechnical studies, environmental site assessments, and seismic analysis. Provide soils inspection, compaction testing, and materials testing services to include field and laboratory testing of materials to serve as quality assurance on construction projects in accordance with project contract documents and applicable International Code Council (ICC), Construction by Configuration (CBC), American Society for Testing and Materials (ASTM), American Concrete Institute (ACI), American Association of State Highway and Transportation Officials (AASHTO), AWS standards, codes, city ordinances, regulations, laws, and common industry practices. F. Survey Collect existing ground elevation and topographic features. Provide targets for aerial survey. Provide construction staking for Public Works Capital Improvement Projects. Tie out existing monuments and re-establish monuments pre and post- construction. Prepare legal description and accompany plat for easements, Right-of- Way acquisition, and Right-of-Way dedication. G. Landscaping Consulting Services Architect Consulting firms to provide landscape design and irrigation for street medians, City buildings and parkways. H. Inspection and Management of Construction Projects Provide Construction Inspection and Management services for the construction of Capital Improvement Projects such as: pavement construction projects, street widening, concrete sidewalk repair, street median additions, ADA sidewalk and ramp construction, sewer and storm drainpipe installation and rehabilitation, sewer and storm drain pump station rehabilitation and construction, and parking structure rehabilitation and new construction. I. Project Management/Staff Augmentation Provide services of leading a work team to achieve all projects goals within the specified constraints. Packet Page. 1621 20 5 7 4 9 Planning, organizing, managing the completion of the project, while ensuring that it delivers the expected results on time, on budget and within a specific scope of services. Provide staffing services for filling short term project positions for Public Works on-call civil engineering design services. Packet Page. 1622 1 5 7 4 8 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CSG CONSULTANTS, INC. This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and CSG Consultants, Inc., a corporation with its principal place of business at 550 Pilgrim Drive, Foster City, CA. 94404 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1623 2 5 7 4 8 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Packet Page. 1624 3 5 7 4 8 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 1625 4 5 7 4 8 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. Packet Page. 1626 5 5 7 4 8 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1627 6 5 7 4 8 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1628 7 5 7 4 8 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1629 8 5 7 4 8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1630 9 5 7 4 8 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1631 10 5 7 4 8 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1632 11 5 7 4 8 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1633 12 5 7 4 8 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Attn: Salem Garawi, Senior Engineer 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1634 13 5 7 4 8 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1635 14 5 7 4 8 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1636 15 5 7 4 8 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1637 16 5 7 4 8 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CSG CONSULTANTS, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney CSG CONSULTANTS, INC. Signature Name Title Packet Page. 1638 17 5 7 4 8 EXHIBIT A SCOPE OF SERVICES 1. Civil Engineering Design - Designs for street construction (widening/reduction), pavement projects (rehabilitation, reconstruction, median additions, ADA compliant sidewalks and walkways, and ADA compliant access ramp projects. - Designs of infrastructure such as: wastewater pump/lift station, wastewater force main pipeline, gravity pipelines, rehabilitation of existing gravity and force main pipes. Preparation of wastewater hydraulic analysis and modeling. - Designs storm drain infrastructure such as: storm drain pipeline and ancillary structures, detention retention basin, and rehabilitation of existing storm drain pipes. Preparation of hydrology and hydraulic studies, Master Drainage studies, Water-Quality Master Plan (WQMP) and Storm Water Pollution Prevention Plan (SWPPP). Design and implementation of quiet zone infrastructures and devices at railroad crossings such as a 4 Quadrant Crossing Gate. 2. Environmental Services - Prepare Initial Study Document - Prepare environmental documents and technical studies in accordance with California Environmental Quality Act (CEQA). - Preparation of environmental documents and technical studies in accordance with National Environmental Policy Agency (NEPA). - Provide environmental monitoring services during construction and other related environmental services. 3. Project Management/Staff Augmentation - Provide services of leading a work team to achieve all project goals within specified constraints. - Planning, organizing, managing the completion of a project, while ensuring that it delivers the expected results on time, on budget and within a specific scope of services. - Provide staffing services for filling short-term project positions for Public Works on-call civil engineering design services. Packet Page. 1639 1 5 7 5 0 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RICK ENGINEERING COMPANY This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Rick Engineering Company, a corporation with its principal place of business at 1770 Iowa Avenue, Riverside, CA 92507 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1640 2 5 7 5 0 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Packet Page. 1641 3 5 7 5 0 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 1642 4 5 7 5 0 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. Packet Page. 1643 5 5 7 5 0 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1644 6 5 7 5 0 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1645 7 5 7 5 0 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1646 8 5 7 5 0 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1647 9 5 7 5 0 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1648 10 5 7 5 0 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1649 11 5 7 5 0 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1650 12 5 7 5 0 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Rick Engineering Company 1770 Iowa Avenue, Suite 100 Riverside, CA 92507 Attn: Brian Stephenson, Associate Principal 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1651 13 5 7 5 0 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1652 14 5 7 5 0 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1653 15 5 7 5 0 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1654 16 5 7 5 0 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RICK ENGINEERING COMPANY IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney RICK ENGINEERING COMPANY Signature Name Title Packet Page. 1655 17 5 7 5 0 EXHIBIT A SCOPE OF SERVICES 1.Planning and Land Use Support a. Manage day-to-day tasks related to planning applications, zoning reviews, and land use assessments. b. Provide support for reviewing development proposals, environmental impact reports, and project entitlements. c. Assist in responding to inquiries from developers, citizens, and other stakeholders regarding ongoing planning processes. 2.Permitting and Inspection Assistance a. Handle daily permitting activities, including reviewing, issuing, and processing building and land use permits. b. Provide support for scheduling and managing inspections to ensure compliance with City codes and regulations. c. Maintain records and documentation related to permits and inspections in coordination with City staff. 3.Civil Engineering and Public Works Support a. Provide staffing support for reviewing engineering plans, grading permits, and infrastructure improvement projects. b. Assist in managing ongoing public works projects, ensuring they meet City standards and timelines. c. Collaborate with City staff to review and respond to inquiries related to public infrastructure, utilities, and capital projects. 4. Customer Service a. Provide front-line support to the public, answering questions and assisting with planning and permitting inquiries. b. Help City staff manage communication with developers, residents, and businesses regarding current projects and services. Packet Page. 1656 2 3 5 5 DISCUSSION City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Rochelle Clayton, Acting City Manager; C. Jeannie Fortune, Interim Director of Finance & Management Services Department:Finance & Management Services Subject:Approval of the ERP Migration Plan and Associated Agreements for Oracle Cloud, Data Conversion, and Supplemental Staffing Services (All Wards) Recommendation: It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the migration plan for Financial, Budget, and Human Capital Management (HCM) and the related Applications Software Technology, LLC (AST) for systems integration for a not to exceed amount of $6,000,000 (which includes a 10% contingency) for the term beginning January 1, 2025 and ending February 28, 2027; 2. Authorize the City Manager, or designee, to sign the agreements, make ministerial revisions and any subsequent amendments to the scope of work without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; 3. Authorize the City Manager, or designee, execute seven (7) optional one-year amendments at approximately $500,000 annually for FYs 2026-27 through 2032-33; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $780,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026; and Packet Page. 1657 2 3 5 5 5. Authorize the City Manager, or designee, to execute a Professional Services Agreement with MV Cheng & Associates for supplemental staffing services for an amount not to exceed $1,937,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026. Executive Summary Approval of the Migration Plan for the City’s ERP system is beneficial to both the organization and its constituents, because newer ERPs are more comprehensive software systems that help organizations automate and manage core business processes for optimal performance. Specific to government entities, an ERP solution is often the pillar financial information system used to record and manage all financial records, to minimize risk by improving financial controls and improving compliance with local, state and federal requirements, government accounting and audit related standards. A new robust ERP system will provide comprehensive solutions used across multiple City functions, including but not limited to budgeting, general ledger, payroll, business license collection, accounts receivable, accounts payable, cash management, purchasing, financial reporting and human resources. Background The City of San Bernardino was awarded $77,656,407 under the American Rescue Plan Act (ARPA). The City received half of the funds in May 2021, and the remainder of the funds in May of 2022. On July 19, 2023 staff presented an ARPA Update to the Mayor and City Council. At that time, $10,000,000 in ARPA funds was allocated to fund the City’s Enterprise Resource Planning (ERP) systems for financial, budgeting, and human capital management and the Land Management system (LMS) to improve city- wide operations, streamline processes related to permitting, building safety, and other land management functions. Investing in IT infrastructure and the ERP system will not only allow the City to provide more efficient service, but also enable the City to provide better and more transparent reporting to the Mayor and City council, and to the public. Staff’s estimate that a system able to serve all of these financial, budgeting and human resources needs, with implementation and technology infrastructure upgrades to support it, will cost approximately $9.39 million, with $6.67 million using part of the ARPA’s allowed standard allowance of $10 million. The ARPA balance of $3.33 million with be used to fund the City’s Land Management System (LMS) implementation ($3.2m) and the economic development software ($130k) previously approved by City Council. In reviewing the City’s organizational needs, staff identified that the new ERP system should meet the following objectives and requirements: •Consolidate information, link processes and functions, and eliminate separate departmental spreadsheets/Access databases in favor of a single system that integrates the City’s financial and non‐financial applications through a common database. •Upgrade from outdated menu drive solution to new system with expanded Packet Page. 1658 2 3 5 5 features and capabilities. •Streamline business processes to take advantage of best practices through automation, integration, and workflows. •Provide a user‐friendly and intuitive user interface to promote system use and productivity. •Expanded budget and planning tools/capabilities. •Eliminate the need for redundant data entry. •Eliminate the need for manual input when preparing various financial documents, including the annual budget and preparation of the Comprehensive Annual Financial Report (ACFR). •Improve and/or provide necessary reports and reporting capabilities, and access to data through inquiry or drilldown capabilities. •Provide interface capabilities with third-party systems. •Direct integration with other key City systems, including but not limited to cashiering system, and Accela permitting system. •Established cybersecurity system/processes in place to ensure security and privacy of City’s financial records. •Phased implementation of all modules within 24 months from contract signature. •Robust technical support for implementation phase of project, as well as on- going support during term of service. Discussion To ensure a successful implementation, the City has programmed staff, outside resources, set aside much needed funding described in detail below. ENTERPRISE RESOURCES PLANNING (ERP) System Understanding the significant financial and human resources investment required for this effort, the City’s overall approach and end goal is to successfully replace the existing system with a comprehensive ERP system that is designed around best practices, consolidates and streamlines existing functions, and integrates with other key technology systems, thereby allowing the City to streamline and improve processes that result in timely, accurate, and easy-to-access information. To accomplish this, the City first reviewed its business processes, along with ClientFirst, the City’s project management consultant, identified streamlining and synergistic opportunities, considered the numerous ERP systems on the market, selected the best product, negotiated a competitive contract, and will now oversee the system’s implementation. RFP #F-23-70 was posted on September 14, 2023, and 13 proposals were received from the following vendors: PROPOSED IMPLEMENTOR APPLICATION 1. Alight Solutions Workday - Can/AM Teller 2. Application Software Technologies (AST)Oracle Cloud – Can/AM Teller Packet Page. 1659 2 3 5 5 PROPOSED IMPLEMENTOR APPLICATION 3. CentralSquare Technologies Finance Enterprise 4. Cognizant Workday - Can/AM Teller 5. DLT Solutions Infor - Questica 6. Ellipse Solutions Microsoft Dynamics 7. Harris Computer Systems Harris ERP 8. Highstreet IT Solutions Workday - Can/AM Teller 9. OpenGov OpenGov 10. Oracle NetSuite for Government 11. Phoenix Business Consulting SAP S/4HANA 12. Sierra Cedar Oracle Cloud – Can/AM Teller 13. Tyler Technologies Enterprise ERP (Tyler Munis) A comprehensive evaluation of the proposals involved staff from the City Manager’s Office, Human Resources, and Finance departments. Proposals were reviewed and ranked based on the following criteria: qualifications and experience of the firms, proposed team and organization, proposed technical project approach, and cost proposal. Three vendors progressed to the interview/reference phase based on the RFP response: PROPOSED IMPLEMENTOR APPLICATION 1. Application Software Technologies (AST)Oracle Cloud – Can/AM Teller 2. Highstreet IT Solutions Workday - Can/AM Teller 3. Tyler Technologies Enterprise ERP (Tyler Munis) The City chose AST as the most responsible bidder that will meet the City’s needs. AST was founded in 1995 with corporate headquarters in Lisle, IL with over 500 employees world-wide. AST has more than 25 years of experience which includes projects in which customers were migrated an older, legacy ERP to the proposed Oracle Cloud software. A distinct feature that distinguished AST was their extensive experience in the public sector. Of AST’s 100 clients, 68 were public sector customers. AST staff are experts in their designated roles as many of the consultants served in government accounting, budgeting and procurement positions prior to joining AST. Additional factors that led to the selection of AST include their experience with other City and County clients, extensive library of county government “best practices”, proven solutions for government specific issues, user-friendly training materials, outstanding references, clear milestones and deliverables and their emphasis on change management. AST proposes implementing the financial, budgeting, and human capital management Packet Page. 1660 2 3 5 5 Oracle Cloud applications to address the City’s business requirements. Services will include project management, change management, design, chart of accounts review, system configuration, development, and data conversion. Testing and preparation for Go-live activities will include training materials and classes. Oracle ERP Cloud standard reports will be developed as part of the implementation. AST will configure the Enterprise Performance Management (EPM) module of the Oracle Cloud as a solution to complete the planning and budgeting process. The application will deliver the planning, data management, and narrative reporting functions related to budgeting. The implementation will be a collaborative approach between AST and the City. As such, City resources will be assigned to support the project. City staff will be required to manage the project and provide functional support. The staffing plan includes project governance, management, subject matter experts, and functional and technical staff. The project's one-time implementation cost is estimated at up to $6 million, being funded by ARPA funds. The Mayor and City Council have previously approved the commitment of $10 million of American Rescue Plan Act (ARPA) funds to support the ERP project. In addition to the ARPA funds, approximately $5 million of the Information Technology approved budget has been invested to support the ERP acquisition to substantially cover the one-time costs associated with the implementation. Any project savings may be used to offset ongoing subscription costs, which will be charged to Departments based on the standard internal service fund cost allocation methodology. Approval is requested to contract with AST based upon RFP #F-23-70 issued by the City of San Bernardino on September 14, 2023. The effective date of the contract is January 1, 2025, through February 28, 2027. DATA CONVERSION Data conversion consists of taking data from the City’s existing ERP system (New World), translating/converting said data into a format that can be uploaded into the new system, and transferring the entire data set into the new ERP system. The City expects to convert 5 years of historical data into the new system. Items for consideration during data conversion are: •Analyzing the City’s baseline data, taking into consideration related quantity, quality and integrity of the City’s general ledger accounts, employee records, purchasing records, etc. •Assessing the City’s open transactional data. This includes all open accounting transactions, such as: purchase orders, budget amendments, etc. •Assessing the City’s historical data that will be imported into the new ERP over the 5-year period the City would like to import, whether only account balances are imported, or transactional data will be imported. •Data testing to validate the mapping according to the pre-set rules and reconcile with the original data sources. The City is requesting City Council to approve a Professional Services Agreement with Packet Page. 1661 2 3 5 5 Onsite Computing to implement the City’s data conversions. Onsite Computing, Inc (OSCI), is a local Corona California based DVBE (Disabled Veteran Owned Business Enterprise) that has been serving California organizations both public and private sector since 2001. Onsite Computing has a proven track record for being able to provide professional technology services for a wide range of industries including manufacturing, financial, medical, law firms, government, logistics, and non-profits. Their team of experienced technicians, engineers, and project managers have a wide array of skill sets and professional industry certifications from CompTIA, AWS, Microsoft, Cisco Networks, and other leading technology organizations. Onsite Computing has completed projects which include data conversions and migrations from legacy databases to modern SQL based systems. Including converting legacy systems to modern Epicor ERP systems for multiple manufacturing and logistics companies. Additionally, they have provided migrations for legacy financial and traffic control software and infrastructure systems to AWS GovCloud for other cities. Finally, they provide managed and co-managed IT services to a wide variety of businesses, agencies, and non-profit organizations. The City of San Bernardino needs experienced SQL database conversion IT consultants such as Onsite Computing. Through over two decades of providing IT consulting and advisory services, Onsite Computing has built a reputation for delivering on time, quality services, and solutions to its clients. SUPPLEMENTAL STAFFING Staff seeks approval to enter a Professional Services Agreement with MV Cheng & Associates for temporary staffing support while implementing the City’s Enterprise Resource Planning (ERP) system. The contracted personnel will assist with daily operations, allowing City staff to focus on key tasks such as system integration, data migration, user training, and technical support. This temporary staffing will help ensure the smooth integration of the ERP system into municipal functions, minimizing disruptions and meeting project deadlines. MV Cheng & Associates specializes in providing skilled temporary staffing for organizations undergoing similar large-scale projects, ensuring that the personnel on board are well-trained and capable of performing necessary functions with minimal onboarding time. This will maintain operational continuity and efficiency. Additional temporary staffing will be critical for the Finance, Information Technology, and Human Resources departments. City staff must focus on validating financial workflows, troubleshooting technical issues, and migrating employee data without neglecting daily operations. The investment in temporary staffing, supported by reserves from the Information Technology budget, will be offset by the benefits of maintaining uninterrupted services while ensuring the successful implementation of the ERP system. The contracted personnel will include the following positions below from January 2025 through December 2026, with a detailed cost breakdown provided in the table below. Packet Page. 1662 2 3 5 5 Salary expenses for Fiscal Year 2025 account for the cost-of-living adjustments (COLA) as outlined in all existing MOUs. For Fiscal Year 2026, a 2% wage increase is projected across all positions, while Fiscal Year 2027 includes a 2% increase to accommodate further COLAs. Finance and Management Services The ERP implementation requires a significant focus on ensuring that financial processes are accurately integrated into the new system. This includes ensuring that accounting, payroll, budgeting, and financial reporting functions are seamlessly migrated. The level and extent of Finance related configuration, testing, and set-up required for the transition will require such support, to ensure the most efficient implementation process, while balancing on-going financial operations. It is important to note, that regular financial operations will need to continue uninterrupted during the implementation of the new ERP system. Additional temporary staffing will be essential to manage ongoing daily tasks such as accounts payable, receivable, and general ledger maintenance. Permanent City staff will focus on validating the financial workflows, resolving system issues, and ensuring compliance with financial regulations. Information Technology IT will be a central player in configuring the ERP system, managing data migration, troubleshooting technical issues, and supporting system security throughout the implementation phase. With such a large-scale project, existing IT staff will be heavily involved in system integration, security protocols, and ongoing testing. Temporary IT personnel will allow the department to continue supporting other essential citywide IT operations such as network management, system maintenance, and troubleshooting for non-ERP systems. This ensures that critical IT functions remain intact while focusing on the ERP project. Human Resources The HR team will play a critical role in the migration of employee data, payroll systems, and benefits administration. Implementing the ERP system will involve significant changes to how HR data is stored, accessed, and reported. The added workload of training staff, addressing employee concerns, and ensuring that the new system Department Position Duration FTE Total Expense Fi nance & Manage ment Servi ce s Accountant II 12 Months 1 75,438.00 Fi nance & Manage ment Servi ce s Accounti ng Technici an III 12 Months 3 183,626.00 Fi nance & Manage ment Servi ce s Buyer 12 Months 1 68,030.00 Fi nance & Manage ment Servi ce s Manageme nt Analyst II 12 Months 1 85,841.00 Fi nance & Manage ment Servi ce s Manageme nt Analyst II 9 Months 1 63,317.00 Fi nance & Manage ment Servi ce s Financi al Consul tant 12 Months 1 200,000.00 Human Re sources & Ri sk Management *Human Resources Anal yst II 12 Months 2 180,609.00 Human Re sources & Ri sk Management *Supervi sing Human Resources Anal yst12 Months 1 107,730.00 Information Technology Network Systems Admi ni strator 24 Months 1 222,175.00 Information Technology Informati on Te chnology Anal yst II 24 Months 2 364,355.00 Information Technology Se ni or Information Technol ogy Analyst 24 Months 1 209,921.00 15 1,761,042.00Total Packet Page. 1663 2 3 5 5 complies with employment laws will require temporary HR support. This will ensure that daily HR operations, such as recruitment, onboarding, and employee relations, continue to function without disruption. The Agreement with Onsite Computing for data conversion services and MV Cheng & Associates for supplemental staffing is being brought forward for the Mayor and City Council's approval in accordance with Section 3.04.010 D.3. of the City's Municipal Code and Section V (e) of the City's Purchasing Policy (Attachment 11). As outlined in both the Municipal Code and Purchasing Policy, a purchase that is otherwise approved by the action of the Mayor and City Council in a public meeting is exempt from the City's Purchasing Policy. 2021-2025 Strategic Targets and Goals Investments in the community using the American Rescue Plan funds support Key Strategic Goal 2. Focused, Aligned Leadership and Unified Community, b. Evaluate operations and performance, investment in resources, technology, and tools to continually improve organizational efficiency and effectiveness; and Goal 3. Improved Quality of Life. Fiscal Impact The total estimated cost for the ERP Migration project is detailed below: Funding Sources Project/Vendor Amount 1. ARPA ERP System - AST $6,000,000 2. ARPA City - Internal Staffing $670,000 3. IT Adopted FY2024-25 Budget Onsite Computing – Data conversion $780,000 4. IT Adopted FY2024-25 Budget MV Cheng & Associates – Supplemental Staffing $1,937,000 TOTAL PROJECT ESTIMATE $9,387,000 Approval of this project has no fiscal impact on the General Fund. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California: 1. Approve the migration plan for Financial, Budget, and Human Capital Management (HCM) and the related Applications Software Technology, LLC (AST) for systems integration in the amount of $6,000,000 (which includes a 10% contingency) for the term beginning January 1, 2025 and ending February 28, 2027; 2. Authorize the City Manager, or designee, to sign the agreements, make ministerial revisions and any subsequent amendments to the scope of work Packet Page. 1664 2 3 5 5 without increase to the contract award amount, subject to the review and approval by the City Attorney as to form; 3. Authorize the City Manager, or designee, execute seven (7) optional one-year amendments at approximately $500,000 annually for FYs 2026-27 through 2032-33; 4. Authorize the City Manager, or designee, to execute a Professional Services Agreement with Onsite Computing for data conversion services for an amount not to exceed $780,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025 and ending December 31, 2026; and 5. Authorize the City Manager, or designee, to execute a Professional Services Agreement with MV Cheng & Associates for supplemental staffing services for an amount not to exceed $1,937,000 (includes a 10% contingency) and execute all documents to effectuate the Agreement for the term beginning January 1, 2025, and ending December 31, 2026. Attachments Attachment 1 AST Professional Services Agreement Attachment 2 Oracle OD - Software Ordering Document Attachment 3 Oracle PaaS - Software Ordering Document Attachment 4 Exhibit A Subscription Pricing Details Attachment 5 Oracle Reseller - Business Associate Agreement Attachment 6 CanAm Teller Agreement Attachment 7 CanAm Teller Agreement SOW Exhibit C Attachment 8 Public Sector Agreement for Oracle Cloud Services Attachment 9 Onsite Computing Professional Services Agreement Attachment 10 MV Cheng and Associates Professional Services Agreement Attachment 11 Purchasing Policy Ward: All Wards Synopsis of Previous Council Actions: N/A Packet Page. 1665 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND APPLICATION SOFTWARE TECHNOLOGY LLC This Agreement is made and entered into as of November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Applications Software Technology LLC , a Delaware limited liability company with its principal place of business at 4343 Commerce Court, Ste. 701, Lisle IL 60532 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: ERP Implementation (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal unless otherwise agreed to by the City. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement as an employee, agent or representative of Consultant’s. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Statement of Work set forth in Exhibit “A.” Packet Page. 1666 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $4,932,000. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed and accepted by the City in accordance with Exhibit A. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through February 28, 2027, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services directly relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit upon commercially reasonable prior written notice to Consultant at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence directly pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. Packet Page. 1667 a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of Packet Page. 1668 interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies Packet Page. 1669 acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1670 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. N/A Packet Page. 1671 h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 in the aggregate (errors and omissions) Cyber Liability $3,000,000 in the aggregate (ii) Intentionally omitted. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any Packet Page. 1672 such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions Packet Page. 1673 (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant (“Indemnifying Party”) shall defend at Consultant’s expense (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers (collectively, the “Indemnitees”) free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings by third parties for costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Third Party Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Third Party Claims to the extent arising from the acts or omission of the City or any Indemnitee(s). Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or Packet Page. 1674 authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. Intentionally Deleted. c. Limitation of Liability. Neither Party shall be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation loss of profits (otherwise than in respect of any obligation to pay the fees due to Consultant), savings, revenue, business or data, however arising, whether in contract, tort (including negligence) or any other legal or equitable theory, even if it has been advised of the possibility of such damages; and except with respect to damages resulting from breaches of confidentiality, bodily injury, death, damage to physical property and violations of applicable laws, (ii) the Parties’ liability shall not exceed, in the event of City’s liability to Consultant, the fees and expenses due and owing to Consultant, and in the event of Consultant’s liability to the City, one and one half times (1.5x) the total fees and expenses due by the City to Consultant under this Agreement. The limitations set forth in section 17 (c) shall apply regardless of whether a claim or liability is in contract, tort (including negligence) or any other legal or equitable theory, and notwithstanding the failure of any limited remedy of its essential purpose. The City’s sole and exclusive remedy with respect to any alleged breach of a license or subscription agreement for, any warranty under a license or subscription agreement for, or the suitability, characteristics, functionality or performance of, or infringement of Intellectual Property Rights by, third party software shall be in accordance with the terms of the license or subscription agreement or related agreements between the City and the third party software vendor and Consultant shall have no liability therefor. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Packet Page. 1675 Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) business days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned . City shall pay Consultant the value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the value of such services, based on the hourly rate set forth in the statement of work. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) business days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement only if the City Attorney’s Office Packet Page. 1676 acts as the sole litigation counsel on behalf of the City in such litigation. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish an explanation as may be required by the City’s representative, regarding any services or deliverables rendered under this Agreement at no additional cost to City. In the event the services and/ or deliverables do not conform to the statement of work, upon notification from the City to Consultant in writing, specifying the nature and extent of the non-conformity within thirty (30) days of the acceptance of the service or deliverable claimed to be non- conforming, Consultant shall, at no cost to City, re-perform the applicable services or correct the applicable deliverable at Consultant’s expense to cure the non-conformity as promptly as possible, but in any event within such period as agreed upon by the parties in writing and to participate in any meeting required regarding the correction. Notwithstanding the foregoing, Consultant shall not be responsible for remedial actions to the extent the failure is solely caused by or related to modifications to the services and/or deliverables, or to the environment in which they operate, by the City or anyone other than the Consultant or Consultant's subcontractor. Furthermore, if Consultant re- performs services and the non-conformity is later discovered to be solely attributable to, caused by or related to modifications to the services, deliverables or environment by the City or anyone other than the Consultant or Consultant's subcontractor, the City agrees to reimburse Consultant for the material and labor costs of the remedial measures. Notwithstanding anything in this Agreement or any statement of work to the contrary, Consultant does not warrant any software, application or other product provided by Oracle Corporation (or its affiliates) or any other third party, and Consultant shall have no responsibility or liability for defects in or failures of the services or deliverables that Consultant can evidence were caused solely by such software, applications or products or any modifications, upgrades or other changes thereto by Oracle or such third party and were not caused by Consultant’s configuration of such software, applications or products. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign [***INSERT NAME***] as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. Packet Page. 1677 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Director of Finance & Management Services With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Applications Software Technology LLC 4343 Commerce Court, Ste, 701 Lisle, IL 60532 Attn: Contracts Manager 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. No terms, provisions or conditions of any purchase order, acknowledgement or other business form, or of any electronic data interchange, internal or third party portal, or any other electronic means, that either Party may use in connection with the transactions contemplated by this Agreement shall have any effect on or shall otherwise modify the rights, duties or obligations of either Party under this Agreement, Packet Page. 1678 regardless of any failure of a receiving Party to object to such terms, provisions or conditions. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer Packet Page. 1679 or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1680 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND APPLICATION SOFTWARE TECHNOLOGY LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney CONSULTANT Signature Name Title Packet Page. 1681 EXHIBIT A Statement of Work Enterprise Resource Planning System for City of San Bernardino, CA Submitted: 11/20/2024 Packet Page. 1682 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 18 Table of Contents 1. Background..................................................................................................................................................4 2. Definitions ....................................................................................................................................................4 3. Scope of Work..............................................................................................................................................7 3.1 Oracle ERP Applications to be Implemented..........................................................................................................7 3.2 Project Timeline......................................................................................................................................................9 4. Scope of Services......................................................................................................................................11 4.1 Implementation Services ......................................................................................................................................11 4.2 Functional Requirements & Gap Analysis ............................................................................................................12 4.2.1 Enterprise Structure and Chart of Accounts Design .......................................................................................13 4.2.2 Configuration Scope .......................................................................................................................................13 4.3 Integration Development.......................................................................................................................................15 4.3.1 Oracle Integration Cloud Service (OIC) ..........................................................................................................15 4.4 Data Conversion...................................................................................................................................................16 4.5 Reporting ..............................................................................................................................................................16 4.5.1 Reporting Bucket of Hours..............................................................................................................................17 4.6 Testing..................................................................................................................................................................17 4.6.1 Testing Event Entry and Exit Criteria..............................................................................................................18 4.7 Customizations/Modifications ...............................................................................................................................19 4.8 Budgeting (Enterprise Performance Management (EPM)) Scope........................................................................20 4.8.1 Planning & Budgeting Scope Assumptions.....................................................................................................20 4.8.2 EPM Training Services ...................................................................................................................................21 4.8.3 Planning & Budgeting Implementation Assumptions ......................................................................................21 4.9 Data Archive and Reporting..................................................................................................................................22 4.10 Quarterly Releases...............................................................................................................................................22 4.11 Organizational Change Management...................................................................................................................23 4.12 Training.................................................................................................................................................................23 4.12.1 AST Training Videos...................................................................................................................................24 4.12.2 Oracle Guided Learning Limited.................................................................................................................26 4.12.3 Training Roles and Responsibilities............................................................................................................27 4.13 Post-Production Support.......................................................................................................................................28 4.14 Change in Scope (Project Change Control) .........................................................................................................28 5. Project Methodology & Governance Structure.......................................................................................28 5.1 Project Methodology.............................................................................................................................................28 5.2 Project Governance Structure ..............................................................................................................................29 5.3 Project Management.............................................................................................................................................29 5.4 Issue Escalation Path ...........................................................................................................................................29 5.5 Project Schedule...................................................................................................................................................29 Packet Page. 1683 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 19 5.6 Project Documentation .........................................................................................................................................29 5.7 Project Status Reports..........................................................................................................................................30 5.8 RAID Log ..............................................................................................................................................................30 5.9 Steering Committee Meetings ..............................................................................................................................31 6. Project Roles & Responsibilities..............................................................................................................33 6.1 Staff Roles and Time Commitments.....................................................................................................................33 6.2 AST and City Responsibilities...............................................................................................................................34 6.2.1 Roles and Responsibilities..............................................................................................................................34 6.3 Project Location(s)................................................................................................................................................37 7. Project Deliverables and Work Products ................................................................................................38 7.1 Deliverable Acceptance Process..........................................................................................................................53 7.1.1 Non-System Event Deliverables Acceptance: ................................................................................................53 7.1.2 System Event Deliverables Acceptance: ........................................................................................................53 7.1.3 Deliverables Use in Production.......................................................................................................................53 7.1.4 Project Phase Acceptance:.............................................................................................................................53 7.1.5 Final Acceptance ............................................................................................................................................55 7.2 Project Assumptions.............................................................................................................................................55 8. Project Payment Schedule........................................................................................................................58 9. Approvals ...................................................................................................................................................59 Appendix 1 Interface Scope.............................................................................................................................60 Appendix 2 Data Conversion Scope ...............................................................................................................65 Appendix 3 Workflow Scope............................................................................................................................69 Appendix 4 Deliverable Acceptance Certificate.............................................................................................76 Appendix 5 Project Change Control Process ................................................................................................77 Appendix 6 - Module to Process Scope Mapping..........................................................................................82 Appendix 7 – EDM Methodology .....................................................................................................................86 Appendix 8 – Requirements Traceability Matrix............................................................................................97 Packet Page. 1684 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 20 This Statement of Work, subject to the Master Agreement, dated ___________________ (“the Agreement) between the City of San Bernardino, (“City”) and Applications Software Technology LLC (“AST”) is intended to set forth the Services and Deliverables that AST shall provide to the City, and includes a description of the scope, roles, responsibilities, tasks, and timeframe for the implementation of the Oracle ERP Cloud applications at the City. The SOW shall outline the project scope and milestones as mutually agreed to by both parties. The Statement of Work is subject to the terms of the Agreement and the terms of the Agreement are hereby incorporated by reference into this SOW. Terms used but not defined herein shall have the meaning(s) set forth in the Agreement. 1. Background The City of San Bernardino, has concluded that the technologies currently used to support and deliver community services as well as communicate and engage with the community is no longer capable of providing the data-driven analysis the City needs to demonstrate measurable results of taxpayer investment. The City seeks a contemporary, cloud- based municipal financials, procurement, budgeting, and human resources solution to replace their multiple, unintegrated back office systems, including Tyler New World and multiple HR and Payroll support systems. The City has selected the Oracle Fusion Cloud applications to replace its legacy systems. 2. Definitions The table below defines the most commonly used abbreviations in this Statement of Work. Acronym Acronym Description Acronym Acronym Description AST Applications Software Technology LLC OIC Oracle Integration Cloud Service CDM Customer Data Management OTBI Oracle Transactional Business Intelligence CLM Contract Lifecycle Management PCR Project Change Request COA Chart of Accounts PMIS Project Management Information System CPQ Configure Price Quote PMO Project Management Office CRM Customer Relationship Management RAID Risk, Action Item, Issue, and Decision CX Customer Experience RFP Request for Proposal DED Deliverable Expectation Document RTM Requirements Traceability Matrix DILO Day in the Life Of SaaS Software as a Service EDM Enterprise Domain Methodology SIT System Integration Testing ERP Enterprise Resource Planning SME Subject Matter Expert ESC Executive Steering Committee UAT User Acceptance Training HR Human Resources USD U.S. Dollar ERP Human Capital Management VPN Virtual Private Network OCM Organizational Change Management Definitions & Terminology: Instance An instance is one of the non-production or production environments provisioned to support implementation activities. Business Unit A business unit is an Oracle Cloud enterprise structure that administers and segregates subledger transactions such as invoices and payments. Business units can contain one or more business functions such as Requisitioning, Payables Invoicing, and Payables Payments. Packet Page. 1685 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 21 Acronym Acronym Description Acronym Acronym Description Most City governments have 1 Business Unit unless there are other component units (like a School District or Utility) that need to be included in the same Oracle environment with different business process and data. Chart of Accounts segment hierarchy A Segment hierarchy is a roll-up structure. Each COA segment can have a hierarchy that can be used to support reporting and budgetary control. As an example, consider the Organization/Cost Center segment of the COA structure. A hierarchy could be defined as follows: Accounting transactions would typically be coded at the lowest level (1010, 1020, 1030, etc.) but balances would be maintained at roll-up levels (1000 and 9999) to support reporting. In addition, even if transactions were recorded at the lowest level, budget control could be defined at higher levels – e.g., control for the Finance Department (1000) rather than the divisions within Finance. Control Budget Control budgets are budgets used to control encumbrance and expenditure transactions. Multiple control budgets can be defined in Oracle G/L at different levels. This Hard/Full budget control can be established at the Department level and a Warning Control can be established at the Division level. Corporate Asset Book This is an Oracle term to define all the transactions including depreciation for a group of assets. Tax Book A Tax Book is all the transactions associated with a single FEIN. Allocation rules Allocation rules are typically defined in the General Ledger to support cost allocation. For example, Phone Bills paid and accounted for centrally that need to be allocated back to each Department based on allocation rules and formulas. Purchasing Documents This is for all potential Purchasing Documents (printed, PDF, XML format) that the City may need (PO, RFQ, Contract, etc.). Journal line rules for subledger accounting Subledger rules define how JEs should be posted to each of the Ledgers that can be defined in the G/L module. Thus, the City may have several Ledgers (Modified Accrual, GASB, Cash, etc.) and subledger rules define what transactions and how they should be posted to each ledger. Examples of low complexity personalization Oracle Cloud’s page personalization capabilities allow customers to modify the application forms look and feel to meet their specific needs. System Administrators can personalize pages such as, but not limited to, expose or hide fields, make them required or read-only, display a KPI dashboard based on an application role, and more. Descriptive flexfield A Descriptive Flexfield is a User Defined Field that can be added to a Page/Form to support any unique data requirements for a particular client. Fast formula A FastFormula is a Payroll programming tool that allows calculations to be made to support Payroll Gross-Net calculations and other types of eligibility determination calculations. Packet Page. 1686 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 22 Acronym Acronym Description Acronym Acronym Description FastFormulas are all Update safe. HCM Groups for OTL The HCM Groups for OTL is a functionality to group employees based on certain criteria for time entry purpose. Few examples are: •Group all salaried employees into one group; •Group all salaried employees whose job code is 12345; •Group all salaried employees whose job code is 12345 and are part of bargaining unit ABC. etc. Groups like these can be configured based on business needs and requirements. Non-standard roles Examples are as follows: •An HR Director, or HR Manager in the organization may have full access to all HR data and will have a corresponding Human Resources Specialist role within Oracle that grants them full access to HR data. •If there is an HR Analyst role in the organization who needs limited access to HR data, then a non- standard role will be configured that contains limited set of functions/privileges and this role will be assigned to the HR Analyst user account who then gets limited HR data access in the application. Such non-standard roles can be configured. It is recommended to go with delivered roles and avoid/minimize non-standard roles. How interview templates are used Interface Templates are used to do the mapping design showing how fields on the Oracle side and legacy/3rd party side that need to interface to/from each other Alerts/notification s Notifications are in-system messages or emails that notify a user of some information (like a transaction that was approved) or require the user to take some action (approve a requisition). These alerts/notifications are generated by workflow processes and can also be notifications/reports that are generated when a certain condition is met (a Blanket Contract about to expire that needs to be bid out again). Performance templates A performance template could be City Annual Evaluation, Annual Performance Evaluation, Mid-Year Evaluation, etc., based on the type of evaluations City performs. The template contains information related to the content it holds, like Competencies, Goals, etc, and the sequence of the process – starts with employee evaluation, goes to supervisor evaluation, review comments, final feedback and final ratings, etc. Feedback Template A feedback template can be configured where an employee can seek feedback from any employee or manager within the organization. It can be a questionnaire-based feedback and we can configure respective set of questions. Before the annual evaluation, an employee can seek feedback from his/her peers or any other employee that can be viewed by the employee’s line manager. Seeded Notification A seeded notification is an Oracle delivered Notification that is available with the software. Packet Page. 1687 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 23 Acronym Acronym Description Acronym Acronym Description Custom Calculation City specific special allocations, rolling forecasts, union-based position calculations, multi-year planning, customized city required workflow rules “Unique” financial statement or dashboard Budget plan reports are common requests by public sector clients. Unique refers to any variation of a report would be considered “unique”. For example, a report comparing budget vs actual by Fund would be a separate and different report that a report comparing budget vs. Actual by Cost Center. Navigation Flow Navigation flows are a way to provide a client a step-by-step process for admins and users. This is out of the box functionality Task Manager Lists Task Lists are incorporated with Navigation flows as a way to provide a client a step by step process for admins and users. This is out of the box functionality 3. Scope of Work 3.1 Oracle ERP Applications to be Implemented The project scope constitutes the implementation of the software applications and packages identified in Table 1 Scoped Software Footprint. Any change in scope, schedule or Implementation of any additional modules/applications will be subject to the change order process. Table 1 Scoped Software Footprint Phase Oracle SKU Modules to be Implemented B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service General Ledger Project/Cost Accounting Grant Accounting Accounts Receivable/Misc. Billing Accounts Payable Expenses (Travel & Reimbursements) Fixed Assets Cash Management (Bank Reconciliation) Financial Reporting B86841 – Oracle Fusion Document Recognition Cloud Service AP Invoice Imaging Financials & Procurement B91086 – Oracle Fusion Procurement Cloud Service Requisitions/Purchasing Bids Management Contract Management B85800 – Oracle Fusion Human Capital Management Base Cloud Service Core HR Self Service HR Benefits Absence Management HCM - HR/Payroll B95499 - Oracle Fusion HCM Communicate Cloud Service Core HR Packet Page. 1688 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 24 Phase Oracle SKU Modules to be Implemented B94933 - Fusion Workforce Compensation Cloud Service Compensation B75365 – Oracle Fusion Time and Labor Cloud Services Oracle Time and Labor B86334 - Fusion Payroll Cloud Service for the United States Payroll B85242 - Fusion Learning Cloud Service Learning B95657 - Oracle Fusion Learning Connect Cloud Service - Hosted Learning B94925 - Oracle Fusion Talent Management Cloud Service Goal Management Performance Management B87388 - Oracle Fusion Human Resource Help Desk Cloud Service HR Help Desk B95573 - Oracle Fusion Touchpoints Cloud Service Goals and Performance Management Advanced HCM B89482 – Oracle Fusion Workforce Health and Safety Incidents Cloud Health and Safety Budgeting B91074 – Oracle Enterprise Performance Management Enterprise Cloud Service Planning and Budgeting Enterprise Performance Reporting B88206 - Oracle PaaS and IaaS Universal Credits Technology for Integration and Analytics B87365 - Oracle HIPAA Advanced Security for Fusion SaaS in the Oracle Public Cloud Tech B19399 - Oracle Digital Assistant Platform for SaaS - Hosted Employee Chatbots ERP Software B84490 - Oracle Additional Test Environment for Oracle Fusion Cloud Service - Each 2 EPM Software Oracle Enterprise Performance Management Enterprise Cloud Service - Hosted Named User 4 Can/Am – Teller CashieringThird Party Software ADP Support Tax Filing and W-2 Services The City shall procure Oracle Cloud applications subscriptions for all required software applications, prior to the start of the implementation project. The scope of the implementation will be governed by the available functionality within the Oracle modules listed above, business requirements corresponding to the City’s Functional Specifications, subsequent clarifications as per Appendix 6 – Module to Process Scope Mapping, and available through the configuration of standard Oracle ERP functionality, unless specified as out of scope in the table above. 3.2 Project Timeline The following is the high-level project timeline. A detailed project schedule for each phase will be established at the beginning of that specific phase. The phases are depicted in the graphic below: Packet Page. 1689 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 25 Figure 1 City of San Bernardino ERP Project Timeline Packet Page. 1690 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 26 4. Scope of Services This section describes the scope of services associated with the implementation of the Oracle Cloud applications listed in Section 3.1 of this document. Any additional work not scoped in this document shall be handled via mutually agreed to change order process described in Appendix 5: Project Change Control Process. 4.1 Implementation Services AST shall perform implementation Services necessary to enable the Oracle Cloud applications to operate in a production environment, including: ▪Project Management: Establish in coordination with the City the necessary plan for governance, tools, resources, and risk mitigation to create and maintain a project management structure, including coordination and collaboration with the City team. ▪Organizational Change Management: Recommend an Organizational Change Management Strategy and Plan to help maximize employee adoption, usage of Oracle tools, and assist in minimizing resistance to the system. ▪Definition: Work with key project members to validate and understand project scope, planning, project organization, requirements, and artifacts. ▪Process Design & Application Configuration: AST will map the business requirements provided by the City as a part of the RFP process to a repository of Municipal Government best-practice “Day in the Life Of” (DILO) Scenarios, “Fit-to-Standard” Oracle Modern Business Practice (MBP) process flows, standard workflows, and application roles for use in conducting the initial design Sprint (Sprint 1). The City will be requested to accept or enhance/update the DILOs scenarios to meet their specific processes. The updated DILOs and design documentation will be utilized to configure a Sprint 2 environment, after which the City will be provided the opportunity to update/enhance and finalize the DILOs to support the testing and verification process. The process shall include reviewing built-in best practices within the Oracle Cloud ERP applications using the “Fit to standard” approach. Using the Oracle Modern Business Practice (MBP) process flows, the intent is to streamline the business process flows at the City and use standard functionality in the Oracle applications to accomplish the business objectives. Application Configuration - AST will configure the Oracle Applications per the final DILOs provided by the City. ▪Conversion Design & Development – Review and finalize the data conversion templates identified in Appendix 2 below to import master data (e.g., Employees, Customers, Vendors) and transactional data (e.g., COA balances, Purchase Orders, AR Invoices) into the Oracle applications. Build and unit test conversion programs for the import of data to Oracle. ▪Interface Design & Development- Conduct review meetings with City and 3rd party interfacing system representatives of the interfaces identified in Appendix 1 below. Determine and document the end-state integration functionality to/from the Oracle applications. Build, and Unit test interfaces with data provided by City and 3rd party interfacing system representatives. The process shall include a review of built-in best practices within the Oracle Cloud ERP applications using the “Fit to standard approach.” The intent is to streamline the business process flows at the City and use standard functionality in the Oracle applications to accomplish the business objectives. ▪Chart of Accounts (COA) & Organizational Structure Review: Review business requirements to meet the operational, financial controls as well as reporting needs and identify any changes needed to the existing chart of accounts (“COA”) structure. Review the relationship and design considerations for the HCM application organizational structure and the COA Cost Centers (e.g., Departments). ▪Testing: Create a testing strategy to verify the system process, conversion, integration, and reporting functionality. Lead the process of planning the execution of the System Integration (SIT) testing session and support the City in the planning for User Acceptance Testing (UAT). Accumulation and reporting of testing results for SIT and UAT. Providing the City with a repository of test scripts to map DILO data requirements for the SIT and UAT testing sessions. Packet Page. 1691 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 27 ▪System Cutover – Create a detailed cutover plan that outlines the steps required to prepare the Oracle and legacy applications for transition and cutover. Manage the execution of the Oracle related tasks on the cutover plan. ▪Production Go-Live and Support: To the extent scoped, move the phase of users, application managers, systems operation managers, and business functions, interfaces, and converted data from the pre-production environment to the live production environment. Provide production support services for the defined production support period. 4.2 Functional Requirements & Gap Analysis AST shall implement the Oracle Cloud applications to address the City’s business requirements. Using out of the box (configurable) functionality within the scoped applications in Section 3.1, the solution shall seek to address the business requirements described in Appendix 8 – Requirements Matrix of this SOW. For each phase of the project, AST shall create a “Requirements Traceability Matrix” (RTM) by mapping the requirements from the RFP to the AST repository of industry based DILO (Day in the life of) scenarios and Oracle business processes and identify functionality gaps. It may be feasible that some of the functionality currently deployed in Legacy applications is not configurable in the Oracle Cloud ERP system. AST’s objective is to implement the Oracle Cloud Applications without any modifications and as per the features and functions provided by Oracle. This may require changes in certain business processes and operating procedures. AST shall assist the City in finding alternates and workarounds for the functionality gaps. The City will be asked to review the DILOs and requirements mapping for completeness and accuracy during the Define stage of the Phase. The master listing of DILOs will set the expectations for functionality to be provided by Oracle applications. AST will work with the City to validate the scope for including additional DILOs until the design is finalized at the conclusion of Model Stage of the Phase. AST will identify gaps between the provided DILOs and application functionality and will present the gap options available to the City within the context of the current Oracle application functionality. The City will be requested to select from one of the available options. The City will be required to finalize their choice of solution for gaps by the end of the Model stage so that the design can be established and finalized before the start of the System Integration Test (SIT). The implementation scope of services does not represent the full functionality of the Oracle Cloud Applications. The implementation shall deliver the functionality to meet the City specific business needs as listed in functional requirements and communicated to AST during planning and design sessions. This RTM document will become the master requirements document, and the test scenarios will be developed based on the DILOs in the RTM document. The implementation resource and cost estimates have been based on a fixed scope and schedule as defined in this Statement of Work. Any changes to the overall solution, which are not identified in this statement of work, could have an impact on the implementation timeline and/or costs and would be handled through the change order process described in this document. “New Requirements” means those requirements identified hereafter, which City staff can introduce during the “define” and “model” stages. As long as AST can satisfy these new requirements via the purchased software modules with the out-of- the-box delivered functionality within the project timeline and utilizing the existing project resources, then these new requirements will be implemented within the fixed fee implementation scope. Any new requirements that cannot be implemented with out-of-the-box functionality within the project timeline and utilizing the existing project resources or process changes and/or changes/updates in the application software after the acceptance of the business process solution design (sprint 2 and Gap/Fit Analysis), will be handled via the mutually agreed to change order process as described in Appendix 5: Project Change Control Process. AST bases the implementation scope on the requirements listed in the Functional Requirements, as well as based on AST’s experience in working with other clients of similar size and complexity. In some cases, it may be technically infeasible to meet the requirements due to the lack of availability of data, controls/constraints of the SaaS applications, or for other system architecture reasons. This infeasibility may not become apparent until the detailed Define/Model phase. In such cases, AST will provide help and guidance to the City concerning alternative methods to meet its business requirements, such as implementing process changes or manual steps. Packet Page. 1692 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 28 The City’s module leads will be responsible for the following by the end of the Model stage: ▪Finalize the list of DILOs for the Phase by identifying any missing DILO’s and updating AST provided DILO’s based on the City’s business needs. This will include the end-to-end scenarios between functional areas. There are expected to be multiple internal sessions between the City’s Modules Leads to identify and finalize the end-to- end scenarios. AST recommends joint team meetings between the City’s Module leads to accomplish this activity. ▪Finalize configuration data so the AST Team can start configuring the SIT environment. ▪Finalize data extraction/load rules and mapping for all integrations and conversions. ▪Finalize all design decisions for processes and configurations. ▪Review and validated conversion and integration design document for the functional aspects of identification of business unit test cases, business rules and mapping between source and target system. 4.2.1 Enterprise Structure and Chart of Accounts Design The Enterprise Structure and Chart of Accounts design has to be finalized before the start of the Business Process Analysis activities of the first Phase of the project. The values for segments in the Chart of Accounts, the hierarchies, and the mapping of the Chart of Accounts values from Source to Target (Oracle Cloud Applications) will be finalized by the City by the end of the Model stage of the Financials phase of the project for accurate conversions and validation of accounting of the transactions during SIT. 4.2.2 Configuration Scope AST will configure up to three (3) instances, one (1) during the Model Stage and two (2) during the Verify stage prior to the Production instance for each Phase. The number of instances to be configured will depend on the timeline, number of sprints and the number of available instances for the stage. AST will provide the City an overview of the key configurations during Define and Model stages for the City to take decisions on the configurations needed. At the end of the Model stage, the City will finalize configuration data so the AST Team can start configuring the SIT environment. AST Functional Consultants configure the applications for the Sprint Workshops. The following are the Oracle Cloud Applications Configuration scope: Oracle Fusion ERP Cloud Applications Configure up to one (1) Primary ledger and one (1) Secondary GASB Ledger Configure up to one (1) Legal Entity Configure up to one (1) Business Unit Configure up to one (1) chart of accounts structure Configure up to two (2) hierarchies per chart of account segment Configure up to two (2) Control budgets and up to three (3) Supplement rules per Control Budget Change logo on AR invoice Configure for two (2) Banks – one for AP and one for Payroll. Develop up to two (2) Check formats – one for Payables and one for Payroll Two (2) bank statement integrations (BAI2) - one (1) for each bank Configure one (1) Corporate Asset Book and one (1) Tax Book Configure up to thirty (30) additional Depreciation Tax Rates Configure up to five (5) allocation rules Configure up to two (2) supplier punchouts Configure up to two (2) purchasing Document layouts Configure up to thirty (30) journal line rules for subledger accounting Packet Page. 1693 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 29 Oracle Fusion ERP Cloud Applications Configure up to ten (10) Inquiry roles Configure up to five (5) Low Complexity Personalizations Configure up to ten (10) Descriptive flexfields Expense module will be configured only for processing PCards Configure Tax as needed for third party tax engine integration Collections are not in the scope Oracle Fusion HCM Cloud Applications Configure up to ten (10) absence plans Configure up to five (5) fast formulas related to absence management Delivered Leave Accrual (top down or bottom up) method will be used Define up to ten (10) time entry rules Define up to five (5) fast formulas to support time entry and validation Define up to ten (10) benefit plans Define up to five (5) fast formulas to support benefit enrollment Open enrollment is not in scope of work (will not be conducted in Oracle) Define up to two (2) Payrolls Ten (10) Fast Formulas for Payroll Delivered way of Payroll Costing (core Oracle functionality to be utilized) Five (5) Time Card calculation rules Five (5) Time Card validation rules Four (4) HCM Groups for OTL Ten (10) Work Schedules Three (3) Salary basis (e.g. hourly, salaried) ADP is only for Tax filing Configure up to two (2) non-standard roles for ORC Configure up to two (2) Requisition Forms - Recruiter and Hiring Manager Configure up to two (2) Candidate selection Process. Configure up to two (2) Candidate Application Flow. Configure up to ten (10) Offer Letter templates. Configure up to two (2) Interview templates. Configure delivered Oracle Integrations (e.g. Linkedin, Skillsoft) Up to two (2) Career Site ( 1 Internal, 1 External) - Standard themes Configure up to two (2) non-standard roles for Learning Configure the Learning Process Flow for Employee and Manager Configure Content and Course types Packet Page. 1694 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 30 Oracle Fusion HCM Cloud Applications Configure up to five (5) Descriptive Flexfields. Configure up to five (5) Alerts/notifications. Employee Transcript (learning history) for last two (2) years Configure up to two (2) Performance Templates Configure one (1) Feedback Template Configure Seeded Notifications Configure up to two (2) non-standard roles for HRHD Configure the Process Flow for Employee and Manager for HR Help Desk Configure Knowledge Management. Configure up to ten (10) Articles. Configure Grievances and Disciplinary Actions within the delivered functionality of HRHD module 4.3 Integration Development AST will work with the City to design the development approach for the approved and scoped interfaces, as identified in Appendix 1: Interface Scope of this statement of work. Any additional interface work will be handled via the mutually agreed change order process described in Appendix 5: Project Change Control Process. AST shall lead the overall interface design and development effort. AST will be responsible for developing the Oracle Cloud portion of the interface, and the City shall lead the work effort on the third- party/existing/legacy system components, including managing the relationship with all third-party vendors to ensure timely and accurate work related to integrations, data exchanges, etc.. Roles and Responsibilities related to interface development tasks are identified centrally in Section 6, Project Roles and Responsibilities. The City will be responsible for developing any programs required to extract the data from the current system or other third-party systems in the required format (to be provided by AST), any data transformation needed (e.g., to correspond to new COA), and any programs required to update City third party systems with data from the Oracle Cloud applications. the City will identify the key resource from the City, and as needed, the Third Party for each integration, who will be responsible for that interface by the end of the Define stage. The City shall be responsible for any required coordination, customizations to, and ongoing maintenance of the incumbent legacy systems and third-party systems. AST plans to potentially utilize all available Oracle ERP Cloud services tools to assist the City, including: ▪Specialized Data Loader. AST will use this tool for Payroll Batch Loader, Benefits Data Loader, Compensation Data Loader, Talent Data Loader, Absence Data Loader, and Core HR Data Loader. AST will work with the City to further review integration requirements and then determine the best method of interfacing data to and from the City’s third-party applications to the Oracle ERP solution during the define stage of the project. Changes in the method after the define stage resulting from new or modified requirements may result in a change order for the additional services related to integration development and/or rework. If there are changes made to entity definitions in the Cloud ERP system (E.g., “HR Positions, Expenditure Types, Expenditure Organizations, etc.), and the systems that integrate with Cloud ERP are not modified to reflect new values, a crosswalk to map old and new values may be needed. In such cases, the City will be responsible for creating the crosswalk, any modifications to the third-party systems and the upkeep of the crosswalk to prevent errors when running the integration with those systems. 4.3.1 Oracle Integration Cloud Service (OIC) AST shall utilize Oracle Integration Cloud Service (OIC) to develop the scoped interfaces. The OIC configuration shall include: Packet Page. 1695 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 31 ▪Provisioning: Provision and configure all scoped OIC services, establish baseline network rules and security configurations. ▪Error Handling, Tracking, and Scheduling: OIC provides specific enterprise features for error handling, tracking, and scheduling. AST shall enable the baseline for these common integration artifacts, which can then be used for integration development. 4.4 Data Conversion AST shall lead the overall data conversion process and will be responsible for designing and developing the methods and programs for the data conversion scope as identified in Appendix 2: Data Conversion Scope of this statement of work. Roles and Responsibilities related to data conversion tasks are identified centrally in Section 6 Project Roles and Responsibilities. The City will identify the key resource from the City for each conversion data element, who will be responsible for that conversion by the end of the Define stage. The City shall be responsible for data extraction from the legacy system(s) and any data cleansing to fit the data format to be provided by AST. AST shall lead the effort for loading the data into the Oracle ERP Cloud system. AST shall provide the templates defining the required format for data conversion entities and provide overall guidance in data extraction requirements. The City will be responsible for creating any crosswalks/data mapping needed to map data elements from the legacy application to Oracle Cloud Applications. AST plans to use its data conversion accelerator (“Transcend”) for the implementation. In addition to the partial data conversions during the design sprint sessions, AST will run data conversion up to three times in the development environment, either during system integration testing (partial load), user acceptance testing, or independently, to validate the data conversion process before the production run. The City will verify converted data and be primarily responsible for conversion validation and resolution. AST will assist the City in identifying sources of conversion errors and potential resolution paths. 4.5 Reporting Oracle Cloud ERP applications come with standard reports, ad-hoc reporting capabilities, Enterprise Performance reporting for budgeting, and a Business Intelligence solution based on the transaction system. During the Define stage, AST will conduct an analysis of the City’s internal and external reporting requirements to identify reporting needs for normal business operations in the respective functional areas. AST will map the City’s reporting requirements to one of the following options: Oracle Fusion Cloud Standard Reports Oracle Cloud Applications deliver out-of-the-box reports and dashboards/infolets to cover all areas of the subscribed service areas. AST will enable the identified out-of-the-box reports that can meet the City’s reporting requirements. Oracle does not allow custom changes to these out-of-the-box reports. Out-of-the-box reports will be enabled as is. If any out-of-the-box report fails to work as expected, AST will initiate a Service Request with Oracle. AST CoE Pre-Built Report Templates AST’s Government Center of Excellence (CoE) has assembled a large repository of common public sector reports developed for similar customers. AST will enable the identified CoE reports that can meet the City’s reporting requirements. Deployment on the City’s Oracle instance and unit testing of the selected CoE reports is included with AST’s reporting efforts. Any effort to change or modify CoE reports required to meet the City’s needs can be accommodated via the reporting “bucket of hours” defined below. Custom Reports City reporting requirements which cannot be met via out-of-the-box standard reports, AST’s CoE reports, or Oracle ad-hoc reporting capabilities are defined as a custom report. As part of the reports analysis, AST will determine the effort required to develop the custom report based on complexity (low, medium, high, or very high). The City can then determine how best to allocate the reporting “bucket of hours” defined below for AST custom report development. The activities for requirements discussion, design, development, unit testing and deployment are included in the efforts for report development. Packet Page. 1696 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 32 To support self-sufficiency for report development, AST will conduct training classes for City staff on using cloud reporting tools. AST will conduct one (1) class for each of the three major reporting tools OTBI, BI Publisher and Smart View. Each class will be two (2) hours each. AST will conduct different classes for the ERP and HCM workgroups. The following process will be adopted for Custom report development: ▪The City will document the specifications for custom report development in the AST provided “reports requirement template.” ▪AST will provide a Report Design document for each custom report developed which will be reviewed and signed off by the City. This will include the report output format, data elements needed on the report, parameters, sample output, business and formatting rules, and unit test cases. The City should ensure that the design and the unit test cases capture their business needs from the report. ▪Reports will be developed and tested as per the signed-off Report Design Document. For any changes to the report design after the design sign-off, AST will provide schedule and cost impacts 4.5.1 Reporting Bucket of Hours A bucket of one thousand (1,000) hours is included in our service fees which the City can use for the following: ▪Approved Changes/modifications to AST CoE reports ▪Approved Custom Report design and development AST will utilize “zero dollar” change orders to document the City’s authorization to draw from the bucket of hours. Effort hours quoted on the approved Change Order will be deducted from the bucket of hours. Any additional requests for report development support beyond the bucket of hours will be subject to the change order process described in Appendix 5: Project Change Control Process. 4.6 Testing AST will lead the effort in creating the project’s testing strategy and in planning the testing events. The testing strategy document will detail the various testing events' scope and objectives and identify the exit criteria for each of the structured testing events. AST will assist the City Team / Functional Leads and Business SMEs in writing test scenarios and test scripts to verify the business tasks they perform on a day-to-day basis. The list of DILOs will be used to ensure that all the functional requirements are tested. AST will use PractiTest Software as a test tracking tool to maintain test scenarios and test scripts for the testing events. the City will be responsible for updating the executed test results in PractiTest. The Project Management team will use the PractiTest built-in dashboards for measuring testing progress/results. The following testing events will be carried out during the Cloud Implementation Project: ▪Unit Testing: Unit Testing will be an unstructured event that focuses on assessing each implemented application component's quality at the most basic level and independent of each other. As the first iteration of formal testing, unit testing aims to uncover issues very early in the project implementation cycle. While the functional team focuses on conducting a sanity check of most basic flows and business processes for proper functioning at the unit level, the technical team creates and executes unit tests as part of their data conversion and interface design and development effort. Unit Test results are marked for AST Internal Consumption. AST performs Unit Testing prior to Sprint-2, SIT and UAT. ▪System Integration Testing (SIT): AST will lead system Testing, and the City team will validate the designed process flows identified and finalized during the end of the Model stage of each Phase. This testing focuses on assessing the quality of each of the implemented modules on an individual basis and validating the end-to-end processes. SIT ensures that interfaces, conversion, custom reports, and any other custom objects interact appropriately and validate the system functionality across the modules. It is also an opportunity for City module owners to actively participate in and understand the newly deployed system's end-to-end business process functionality. It is not necessary to have all the technical items ready at the start of SIT. Reports development can continue during and post SIT as per the development schedule for the Custom Reports. Packet Page. 1697 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 33 ▪Payroll Parallel Testing (Parallel): Additionally, a Payroll parallel test will be conducted during the HR/Payroll Implementation. This activity will include loading time entry data from the legacy system and processing payroll in the new Oracle system. Payroll Parallel is only for Gross-to-Net comparison including validation and reconciliation of Gross to Net calculations between the two systems within reasonable tolerances. Payroll Costing legacy system comparison is not an objective of Payroll Parallel. Parallel Testing will be conducted for two Payroll batches. The AST team will coordinate with the City team to determine the best prior periods for testing. This testing event typically happens after SIT and either before or in conjunction with the UAT event. the City will be responsible for extracting time data in the required format and assisting AST during the Gross-to-Net reconciliation processes. The following tasks are scoped: Load Time Entry data provided by the City in the required format from the legacy system directly into Payroll. Run Payroll Process Validate Gross to Net Pay Utilizing AST developed Payroll Parallel dashboard, reconcile the differences (Identify the discrepancies and the root cause for any material differences) ▪User Acceptance Testing (UAT): This is the last of the major testing activities before the implemented solution is deployed in production. The City team will lead the User Acceptance Testing events. UAT is carried out by the business users from various departments who will be primarily interacting with the system post-go live. The key goal is to ensure that the newly configured system functions are correct for City end-users' day-to-day business needs. Test scripts will be executed manually, and no automated tools are proposed. All configurations, Entity values (Key Flexfields), etc., shall be frozen prior to the start of UAT. UAT will be an abridged version of the system integration testing to validate that the system meets the City’s business needs. A preliminary Go/No Go decision will be made based on UAT results as per agreed upon UAT exit criteria to be outlined in the testing strategy document. 4.6.1 Testing Event Entry and Exit Criteria AST and the City will agree upon entrance and exit criteria for SIT and UAT events. The following are best practice recommendations for the entry and exit criteria for System Integration Testing (SIT). SIT Entry Criteria SIT Exit Criteria ▪City has validated requirements and determined approach to gaps ▪Planned work for all Sprints has been completed ▪Planned unit testing has been completed ▪Fully configured SIT instance is available ▪Test Management tool is configured and in place ▪Data conversion is completed and loaded into SIT instance ▪User roles are defined and set up in the SIT instance ▪Integration development is substantially completed, installed in the environment and ready for testing to/from the Oracle applications ▪All planned Test Sets and test scripts have been documented and reviewed by the City ▪City testing resources have been identified, trained and scheduled for SIT activity ▪Delivered Reports and identified custom reports for SIT are developed. ▪All planned SIT test scripts have been executed and results recorded ▪All failures have been analyzed and corresponding defects logged into JIRA (issue tracking tool) ▪All severity 1 and 2 issues/defects have either been resolved or have suggested resolution plan documented (or workaround) ▪All issues related to Oracle software have an associated Service Request opened and recorded in the testing log ▪All recorded issues/defects have been noted and retested where applicable The following are best practice recommendations for the entry and exit criteria for User Acceptance Testing Packet Page. 1698 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 34 UAT Entry Criteria UAT Exit Criteria ▪SIT has been completed with exit criteria met. ▪Fully configured UAT instance available. ▪Data conversion is completed and loaded into the UAT instance. ▪User roles are defined and setup in the UAT instance. ▪Integration development is completed, loaded to the environment and ready for testing to/from the Oracle applications. ▪City testing resources/end users have been identified, trained and scheduled for UAT activity. ▪Delivered Reports and identified custom reports for UAT are developed. ▪All planned UAT test scripts have been executed and results reported. ▪All Priority 1 and 2 issues/defects related to configurations have been resolved or Software related issues have an agreed upon workaround available and a service request logged. ▪All Priority 3 and 4 issues are recorded and either resolved or workaround solutions agreed upon and available. ▪All recorded issues/defects have been retested. The following are best practice recommendations for the entry and exit criteria for Payroll Parallel Testing: PPT Entry Criteria PPT Exit Criteria ▪SIT phase has been completed with exit criteria met. ▪The subset of Test Scenarios relevant for Payroll Parallel Testing have been identified and documented. ▪The Parallel Test instance is fully configured for Payroll run. ▪The data for Time Entry and Absences for the relevant period have been extracted and ready in the appropriate format. ▪Data conversion is completed and loaded into Parallel instance. ▪All planned unit testing has been completed. ▪Account Validation/Costing/Cost String Validation has been completed ▪Element Validation has been completed ▪Client testing resources have been identified, trained and scheduled for Parallel activity. There will be 2 rounds of Payroll Parallel testing. An agreement will be reached with the City prior to testing as to an acceptable level of discrepancy in the calculation of Payroll Gross to Net balances. Deviations will be reported and resolved at the conclusion of the first round of testing. ▪All planned Parallel test scenarios have been executed and results recorded. ▪All failures have been analyzed and corresponding issues/defects logged in the tracking tool. ▪Payroll comparison between Oracle Cloud Payroll and Legacy System is completed and differences if any have been either rectified or reconciled. ▪All issues related to Oracle software issues have an associated Service Request opened and recorded in the testing log. ▪All recorded issues/defects have been noted and retested where applicable. The % of failures should significantly be reduced during the second round of testing. Any failures identified during the second round will be addressed and if required subsequent activities (e.g. running retro pays, quickpays) to validate calculations may be taken. 4.7 Customizations/Modifications Oracle Cloud ERP applications come standard with built-in industry best practices. AST’s objective is to help the City streamline its business processes and implement the standard process flows built into the Oracle Cloud Applications. This may require changes in certain business processes and operating procedures. Therefore, no customizations, extensions, or modifications are scoped. However, the City can engage AST services for any custom development through a change order process described in Appendix 5: Project Change Control Process. AST bases the implementation scope on our response to the requirements listed in the Functional Requirements at a very high level. During the Define and Model Stages, as these requirements are translated to business process flows, the City’s intent with the requirement may be determined to be different than that which AST interpreted in the RFP response and further clarifications as presented in this statement of work. AST’s ability to develop solutions for business requirements would be governed by available functionality and the operational capabilities within the standard Oracle Packet Page. 1699 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 35 Cloud services being implemented. In some cases, it may not be technically possible to meet the requirements due to the lack of data availability, limitation of the Oracle software, or other system architecture reasons. This infeasibility may not become apparent until the Model stage. In such cases, AST will provide help and guidance to the City concerning alternative methods to meet its business requirements, which may include implementing process changes or manual steps. Cases in which the proposed out-of-the-box/standard functionality deviates from how the City chooses to address specific functionality/business processes (while still reaching the same outcome) may result in additional consulting effort and costs. Any such instances will be discussed, and the details mutually agreed upon by the City and AST in writing through a change order process. 4.8 Budgeting (Enterprise Performance Management (EPM)) Scope Oracle’s EPM -Enterprise Cloud Service, specifically the Planning and Narrative Reporting functions, will be utilized as the Software to deliver a complete, configured, and populated solution as required for the City to begin, facilitate, and complete the Planning and Budgeting process. AST will leverage ‘Opex Planning’, a pre-configured solution model specifically configured for Public Sector agencies across the U.S. Different pre-built components that are part of ‘Opex Planning’ will be used throughout the application configuration. Oracle's EPM is a tool that allows the City to have a tailored budget solution to meet the requirements. The scope below is an estimate that AST has made based on conversations, requirements shared, and previous experience with other public sector clients. Given the flexibility of the product, AST is limiting the scope of the implementation of Forms, business rules, and reports. If the City’s requirements exceed this scope, AST will assist the City in process changes, and/or changes/updates will be addressed via the mutually agreed to change order process described in Appendix 5 Project Change Control Process. Below is the scope of the EPM deliverables business functions that will be implemented: 4.8.1 Planning & Budgeting Scope Assumptions The following is the detailed scope of deliverables that are included under Oracle EPM by leveraging AST’s “OPEX Planning" configuration model: ▪Conduct Design and Requirement workshops with client SMEs and stakeholders ▪Development of Design Document ▪Produce Requirements Traceability Matrix (RTM) to highlight requirements by business process ▪Setup and Configure (1) one Oracle Planning Cloud application with 3 Plan Types: Operating Budgeting Position Budgeting Capital Budgeting ▪Upload Dimension structures and required alternate hierarchies ▪Build Up to five (5) Custom Forms (excluding those forms that come standard with the Public Sector model) ▪Build Up to five (5) custom calculations rules ▪Create up to ten (10) unique financial statement report or dashboards via EPM Planning Cloud or Narrative Reporting ▪Build up to five (5) Navigation Flows ▪Build up to three (3) Task Manager Lists ▪Set up security in accordance with the final security matrix as provided by the client ▪System Integration Testing will be performed in concert with the Client team to ensure mutually acceptable integrations/performance ▪Support validation of all historical data loaded into EPM Cloud Data Integrations Packet Page. 1700 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 36 AST shall develop data integration functionality leveraging Oracle Data Exchange for configuring and automating the following integrations: ▪Integration with Oracle General Ledger system and Oracle Cloud Planning ▪Integration with Oracle HCM and Oracle Cloud Planning ▪Create appropriate Data Pushes between the Oracle Planning plan types as needed Data Conversions AST shall provide the following data conversion services: ▪Load two (2) years of historical Adopted Budget balances from Oracle General Ledger leveraging Oracle Data Management. ▪Load two (2) years of historical adopted Actual balances from Oracle General Ledger leveraging Oracle Data Management. The City will be responsible for providing conversion file extracts to AST from legacy system(s) and for any data accuracy, cleansing and transformation needed. 4.8.2 EPM Training Services The preliminary training plans include formal classroom training for up to ten (10) users identified by the City, “Train-the- Trainer” training sessions, and knowledge transfer for all key functions. ▪AST will be responsible for creating up-to three (3) training guides using MS Word/MS PowerPoint. The training topics will include the business process flows in scope. ▪AST will provide train-the-trainer training for City SMEs and Trainers, who will, in turn, be responsible for end-user and external training. The train-the-trainer training will consist of conducting one (1) class of the scoped training content. 4.8.3 Planning & Budgeting Implementation Assumptions ▪The project schedule assumes that the post Go Live integration with Oracle HCM will have minimal impacts to the design of the Planning application(s). At the time of re-engagement (approximately 10 months after Planning Go Live), AST will assess any impacts the new Oracle HCM system has on the Planning applications. Material impacts to the Planning application (e.g. changes to metadata, calculation scripts / logic, web forms) will result in AST commencing Change Control to secure additional project funding ▪Customer will provide a dedicated resource(s) throughout the project's Design, Data Validation and Testing phases. Any limitations or project delays due to a lack of client resources being available will result in AST commencing Change Control to secure additional project funding ▪Customer will be responsible for defining and documenting the Security matrix. AST to offer guidance. Security matrix is a list of all users with what security access they should have – by dimension members, artifacts, etc. AST will provide guidance, but clients are required to provide the comprehensive list to ensure the system is set up correctly. ▪Customer will be responsible for providing data load mappings from source system to target. The client is responsible for full data validation of the system. AST will validate data at certain levels after data is fully loaded, however public sector clients are expected to validate and verify that data ties out to the source system ▪Customer will take primary responsibility for developing all test scripts and executing the Regression Testing/ Data Validation processes. AST to assist in defect resolution. ▪The Customer team will be responsible for developing and executing the User Acceptance Testing (UAT) portion of the validation including testing scripts, application testing and data validation. AST resources assist in defect resolution. User Acceptance testing scripts are for end users to test the system once AST completes build and System Integration Testing. Clients are responsible for building out test scripts for their end users to test business processes they expect the system to fulfill. AST team will provide guidance and assistance. ▪Metadata management will be manual for each application or through uploading flat files using EPM Automate with Data Management. Packet Page. 1701 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 37 ▪AST does not develop Oracle software and on the rare occasion when an Oracle Service Request (SR) needs to be logged to communicate a software defect to the Oracle Product Management team, delays in the project timeline may occur which could also impact the total cost. These delays are outside of AST’s control however, we will work with both Oracle and Customer to get the issue resolved as quickly as possible. ▪Oracle and Customer are responsible for the uptime of Customer’s Oracle EPM environments. Therefore, AST is not responsible for latency issues experienced by the Customer, nor unexpected environment down time that could delay development. Any delays of 4 hours or more are incurred due to these reasons, will result in AST commencing Change Control to secure additional project funding provided to make up for the lost development time. ▪Out-of-scope: The Out-of-Scope bullets are specific EPM functionality that is NOT included in this SOW. Modules are Out of the Box modules that can be created via Planning. But the scope does not include any of those specific modules. Report books, batching and bursting are functionality related to Narrative Reporting. Enterprise Data Management is the metadata management tool that manages all Oracle Cloud applications. If a decision is made to include these during design and requirements, this would trigger a Change Order and require an increase in the cost and timeline of the implementation. o Financial Consolidation and Close o Account Reconciliation o Tax Reporting o Profitability and Cost Management o Workforce, CapEx, Project, and Scenario Modeling modules o Report Books, Bursting and Batching o Enterprise Data Management (EDM) 4.9 Data Archive and Reporting A data warehouse or archiving solution for historical data is not in scope. AST can provide options and effort estimates for archiving conversion data to the City upon request. 4.10 Quarterly Releases Oracle releases quarterly patches for ERP applications that include product fixes, enhancements, and new functionality. Before each patch, Oracle publishes release content documents that describe the changes. AST will review these documents and advise the City on how the quarterly patches may affect the modules and functionality within the project scope, based on the release content details and AST's knowledge of the City’s implemented software. AST will do this for the entire implementation period until the design is frozen for System Integration Testing (SIT). After that, only optional features that are critical for the City and AST will be applied, with joint review of any timeline and cost implications by the AST and City PMO. The following is the process AST will follow for the implementation of updates: ▪AST performs a unit test of the Quarterly Updates limited to the project scope. If the patch schedule interferes with the Sprint, SIT, or UAT schedules, AST performs a parallel unit test and provides quick feedback to the City. AST and the City will jointly determine the scope of the testing that must be repeated based on the applicability of Oracle Release Content features. AST works with Oracle and changes the quarterly schedule to a monthly schedule during implementation. This process will ensure we test the features quickly and not waiting for the end of the three months. ▪No updates will be done between UAT and Go-Live. ▪Quarterly Patching resumes after Go-live. All the above methodology works for EPM applications as well, except EPM updates are monthly, not quarterly. Packet Page. 1702 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 38 4.11 Organizational Change Management AST believes in a dual focus on change strategic planning and change execution. A comprehensive and action-oriented roadmap covering motivational hurdles encountered in organizational change is required to drive user behavior to adopt a new way of work. In the early stages of the project, AST will create the Change Management and Communication strategy in consultation with your Change Management Lead. Once the Change Management and Communication strategy is created, your change management lead will be responsible for executing the plan with assistance and guidance from AST's OCM Lead. AST's change lead role will be to lead the development of a Change Management and Communication Strategy and provide guidance in the execution. 4.12 Training AST believes in providing users a blended training approach comprising of instructor-led and self-paced learning techniques that align with user needs. Our training tactics consist of facilitated training, guided learning, simulation videos, and reference guides. AST library of training materials provides training on key activities users need to learn in Oracle Fusion. The materials are customizable and can be reconfigured to match your existing training materials. Packet Page. 1703 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 39 4.12.1 AST Training Videos AST offers Oracle Fusion training videos for some of the most frequently used applications. The City have access to these generic Oracle branded videos to use as part of your training plan. AST will change the video introduction slide and footer to match the client logo for all videos relevant to the AST Implementation Project. All screenshots will remain using the Oracle Vision environment. If desired, the AST training lead will provide the City training lead with an overview of how to modify the videos with application branding if required. The City is responsible for any modifications to video screenshots or verbiage. Any assistance required for producing your versions of the videos must be completed before going live. AST is not responsible for helping produce custom videos or maintaining content to match future Oracle enhancements. A table containing the following information regarding the proposed training courses: - Title - Description - Duration - Max # of students - Number of classes proposed Packet Page. 1704 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 40 Training Sessions 40 Delivered Hours Session Description Expected Employee Count TTT Purpose, Roles, Overview Facilitation techniques for End UsersTTT Kick-Off 1 hour, delivered twice Basic Oracle Navigation/ Terminology 20 Topics Chart of Accounts InquiryGeneral Ledger 4 hours Process Flows/Approvals and Workflows 20 Process Flows/Approvals and Workflows Budgeting 2 hours Budgeting 10 Payables Overview Scanned Invoices Non-PO Matched invoice, account coding workflow PO Matched invoice (3-way) matching POETA related PO Matched invoices Accounts Payable 2 hours Standard reports/ custom reports 20 How to create and submit transactions 20 Create receipts and apply to transactions Create standard receipts Create miscellaneous receipts Review project related AR invoices Accounts Receivable 3 hours Standard reports/ custom reports Bank Maintenance and Statements Statement Reconciliation Accounting Cash Management 2 hours External Transaction creation 5 Accounting DepreciationFixed Assets 2 hours Reporting 5 Requisitioning Overview Requisition Preferences Create and Submit Requisitions Funds Check/Budget Inquiry Requisition Management Punchouts Supplier Inquiry Requisition Lifecycle Purchasing (A) 3 hours Receipts 20 Purchasing Overview Purchasing (B) 4 hours PO Inquiry (PO PDF, PO Lifecycle) 20 Packet Page. 1705 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 41 4.12.2 Oracle Guided Learning Limited As part of the Fusion Applications, Oracle offers a free limited version of Oracle Guided Learning (OGL). OGL provides users with in-app support and efficiently guides them in completing tasks in real time. AST will provide the items below as part of the project implementation. OGL Configuration A member of the AST Training Team will configure OGL for use in two environments, one for testing and one for production. It is recommended to configure OGL in the UAT and PROD environments where the application build is more stable. Content from OGL is not environment specific and does not allow for different versions except during OGL content creation cycles. Change Orders for Autocreated POs Retainage PO Supplier Portal Inventory Management, RF Smart (A) 1 hour Inventory Master Data Management 20 Inventory Management Inventory Transactions- inbound receipts, PO and Non-PO 10 RF Smart continued (B) Inventory Issues Sub inventory transfers 4 hours Inventory Replenishment/ Min Max planning Inventory Management, RF Smart continued (C) 52 hours Weapons Management Inventory Counting 10 Inventory Input/Reporting Inventory Management, RF Smart continued (D) 2 hours Projects and Grants Overview POETA How to check Project/Grant Budget Projects and Grants 3 hours 5 Reporting Navigation/Dashboards Reporting 1 hour Search Results 20 1 hour Oracle Guided Learning Instruct the future GC owner(s) of Oracle Guided Learning on the management of the module 2 Helpful Resources 20 Recap/CelebrationsWrap Up 2 hours Packet Page. 1706 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 42 AST will configure up to 5 security roles in OGL to match the Fusion Applications and enable content visibility to align with security (e.g., only users who can enter requisitions will see OGL help on entering requisitions). OGL Content Delivery OGL Limited allows for 15 items to be active simultaneously. OGL limited does not include a full library of prebuilt guides. To activate more than 15 or view prebuilt Oracle content, OGL Licenses must be purchased. As part of the OGL Limited content delivery, AST will activate items based on the below specifications: ▪1 welcome message ▪8 guides from AST library of most frequent processes ▪2 custom guides (each under 15 steps) not in the AST library ▪4 smart tips OGL Knowledge Transfer AST training lead will provide a 1-hour overview to a client representative on how to manage Oracle Guided Learning (OGL) content going forward. This session can be recorded if permitted by the client policy. It will provide basic directions on how to enable or disable content and how to make minor edits. The client is responsible for maintaining OGL Limited content post-production. 4.12.3 Training Roles and Responsibilities The table below further outlines the roles and responsibilities of the AST CMAT team and your team in Training-related project tasks: Table 2 Training Roles and Responsibilities Task Description AST City Training Strategy High level plan on how training will be delivered, including training tactics Lead Assist Knowledge Transfer Planning List of sessions that will be conducted between AST Functional / Technical consultants and assigned client representatives. Co-Lead Co-Lead End User Training Plan Schedule of courses and users that you will deliver training to.Guide Lead Train the Trainer Materials Create editable Oracle user guides for use by trainers Lead Assist End User Training Materials Create essential training materials for end users.Assist Lead Train-the-Trainer Overview Sessions Conduct TTT sessions for identified trainers up to 3 per module to review classroom basics Co-Lead Co-Lead Oracle Guided Learning Premium Define digital adoption strategy and deploy self-service guides.Lead Assist End User Training Schedule end users and deliver required training Guide Lead 4.13 Post-Production Support AST shall provide one (1) month of post-production support for all project phases. The “Go-Live” date means the date on which the software components associated with a particular phase of the Oracle ERP Cloud solution are configured in the production environment and are available for use by the City. During the post-production support period, it is imperative that the City production support team be assigned to collaborate with the AST team on issues and resolutions. AST’s issues tracking tool (JIRA) will be utilized to track the reported issues and provide access to the City team to log the issues. The City commits to testing and giving feedback on Packet Page. 1707 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 43 all tickets marked as ready for retesting in 3 business days. At the end of the support period, all open tickets will be transferred to the City support team for continuing support and resolution. The post-production support would include both onsite and offsite, including offshore work. 4.14 Change in Scope (Project Change Control) The procedure for the Project Change Order Process is outlined in Appendix 5 – Project Change Control Process of this document. 5. Project Methodology & Governance Structure 5.1 Project Methodology AST will use its EDM methodology in the performance of this project. The methodology may be tailored to meet the City’s scope, project timeline and deliverables. The following diagram shows the overview of the EDM methodology. Figure 2 AST EDM Methodology An overview of the various stages of the EDM methodology is included as Appendix 7 – EDM Methodology. 5.2 Project Governance Structure A key component of project success is an effective project governance structure, which establishes open lines of communication at all levels of the project organization and enables timely decision making. In addition, it serves as a guideline for all the project personnel to understand their roles and role expectations. 5.3 Project Management Packet Page. 1708 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 44 AST will work with the City to assemble a cohesive team of consultants, users, and IT personnel. The Oracle Cloud ERP project will be led jointly by the AST and City Project Management teams to create a totally synergistic approach to project management and promote the most effective communication throughout the project. The following is a preliminary proposed project governance structure, which will be revised at the start of the project/phase. 5.4 Issue Escalation Path The following is the issue escalation path planned for the project. It may be modified with written consent of both City and AST management. Table 3 Issue Escalation Path Topic Escalation 1 Escalation 2 Escalation 3 Functional Process Owners, Functional Steering Committee Executive Sponsor Technical Process Owners, Technical Steering Committee Executive Sponsor Project/Vendor Management/Quality Business Executive Steering Committee Executive Sponsor 5.5 Project Schedule AST will develop a project schedule containing required deliverables, tasks, milestones, task dependencies, and high- level resource assignments by role (without resource-leveling) and stages of the project during the define phase. The project schedule shall be developed at the beginning of the project with details for phase 1 and high-level tasks for the remaining phases and will be reviewed and updated at the beginning of each project phase. The schedule will be reviewed with the PMO and key project team members to incorporate their feedback. A detailed Phase 1 MS project schedule will be submitted for review within the first four weeks of the project start. Once finalized, the project schedule is approved and becomes the source of task statuses. The schedule will be used to monitor the progress and updated periodically to capture the latest status of tasks, activities, and deliverables. Any changes in the due dates will be discussed and agreed upon by AST and City project managers to ensure accuracy, consistency, and visibility of the deliverables' dates. AST will update and maintain the project schedule based on agreed- upon changes. AST will use Microsoft Project (MS Project) to document and track the project tasks. 5.6 Project Documentation AST shall use its proprietary project management platform ProjectFIT™ to act as the central storage to store, manage, and access artifacts created during the project. This includes all documents and logs, including but not limited to deliverables, supporting documents for deliverables, issues logs, status reports, minutes of meetings, design documents, and configuration data. The Project repository tool will be used as the central repository for the project. The City and AST Project Managers will create the structure for the repository and determine the access levels of the project team members for the artifacts. Separate communication will be sent to the project team members to inform them of the location, structure, accessibility, process for creating, uploading, modifying, and viewing the artifacts within the repository. Project Repository access will be provided to key City and AST project team members. All City-specific collateral will be available for download for sixty calendar days at the end of all phases of the project. 5.7 Project Status Reports Project status monitoring will include periodic status reports, structured meetings, and the Risk, Action Item, Issue, and Decision (RAID) log. The PMO (Project Management Office) will be responsible for ensuring that the project maintains Packet Page. 1709 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 45 effective and open lines of communication. Expectations regarding team communication methods and components are listed below: ▪Weekly Team Status Reports – AST and City team leads will prepare written status reports for weekly submission to the PMO team. The written status does not need to duplicate all issues in the project issues log, and the expectation is that the status will report progress against tasks, identify project risks, and escalate issues of high concern to the PMO. ▪PMO Status Reports – AST and City Project Managers shall create and post consolidated project status reports to the project repository. The report, in addition to reviewing the project progress, RAID log, communication, and Organizational change management status and project schedule, will be the basis for discussions during the weekly PMO meetings. These reports will be posted 2 business days prior to start of the weekly PMO meeting. The formats of the weekly team status and PMO status report will follow the AST project status template. 5.8 RAID Log Tracking project risks, action items, issues, and decisions (RAID) is an important project management component. The ERP Cloud project will utilize AST’s ProjectFIT™ to manage and track project RAID items. It is the responsibility of each project team member to access this tool regularly throughout the project and enter RAID information in a timely manner. The definition of the RAID components is provided below: ▪Risks – An item that may or may not impact the project positively or negatively. Project team members are expected to log risks along with an expected impact and the likelihood of the risk occurring. ▪Action Items – Action items represent specific action(s) that are to be taken to complete planned project tasks or milestones. Project team members are expected to list all critical action items that, if not completed, would negatively impact the project timeline and schedule. Ideally, action items will be assigned to a single owner with an established due date. Action items should not be closed without the agreement of the creator or PMO (if necessary). Priorities will be assigned to action items, and team members will have the ability to escalate to project management. The end users and/or City PMO will close out action items, when complete. ▪Issues – Issues represent an acknowledgement that the project needs to address something. Issues are to be prioritized and brought to the attention of project management. Issues may, in turn, result in action items being created and assigned. ▪Decisions – Important or “Key” decisions will be documented for reference. The Oracle ERP Cloud project will result in RAID items that need to be managed and elevated when appropriate. The AST and City project managers will be responsible for elevating issues from the team level. The following priorities have been provided as the basis for elevating RAID items: Table 4 Decision Priority Matrix Priority Definition/Condition (meets one or more of the following)Response 1-Critical •Significant negative impact on achieving the go-live date of the phase(s) or significant milestone •Significant impact on the project budget •Significant scope change to the project that impacts an entire phase or multiple phases •Loss of availability of a Core Project team member or other key resource (City or AST) for a significant period of time or for the duration of the project •Impact of item is across the entire system and requires a decision that necessitates the need to develop a “white paper.” •The item was communicated to AST and City Steering Committee Members. •Ownership of the item is identified at the Project Management or above level. •An initial response must occur within 1 Business Day of the logged item. •An analysis is developed and presented to Steering Committee Members if a key decision is made. Resultant decision is logged in the Project Log, Decision Tab. 2-High •Significant negative impact on achieving the timely acceptance of an identified project deliverable •The item was communicated to AST and City project managers. Packet Page. 1710 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 46 Priority Definition/Condition (meets one or more of the following)Response •Impact on the project budget •Scope change to the project for multiple functional areas within a phase or for an entire phase •Loss of availability of a team lead for a significant period of time or the duration of the project. •Loss of availability of a Core Project team member or other key resource (City or AST) for a short period of time •Item originated in a functional team and was unable to be resolved and was thus escalated to the PMO for resolution. •Ownership of the item is identified at the Project Management or Functional team level. •An initial response must occur within 2 Business Days of the logged item. •An analysis is developed and presented to Steering Committee Members if a key decision is made. Resultant decision is logged in the Decision Log. •If item originated from a functional team, will be reassessed to validate criticality. 3-Medium •Items require logging and tracking as they relate to the review and/or acceptance of a project deliverable. •Impact on the project budget •Scope change to the project for a single functional area within a phase •Reconfiguration of a team is required due to short-term loss of a critical team resource •Anticipated closure of item within 30 days of item being logged •Resolution of the item performed within the team without additional review required •Resolution of the item has an impact to a broad range of project staff although the impact may not occur until several months later (e.g., black-out periods for vacation time) •Ownership of the item may be at the Project Management or Functional team level. •An initial response to the item must occur within 5 Business Days of logging the item. •If a key decision is made. Resultant decision is logged in the Decision Log. 4-Low •Item noted has little to no impact on the project and is put on the log simply for tracking purposes only •Communication of resolution of the item is not required •Periodically assess whether this item is worth tracking. 5.9 Steering Committee Meetings Executive Steering Committee (ESC) meetings will be held on a periodic basis to be attended by the City and AST executives and the project management team (AST and City) to review and resolve the high-level project status and issues. The Project Management Office (PMO), which includes AST and City project managers and change management lead(s), will prepare a high-level project status presentation for discussion during periodic ESC meetings. The purpose and frequency of ESC meetings may vary throughout the project. The pace and cadence of the meetings will be influenced by the PMO office needs for executive decisions and by the needs of the ESC to remain informed as to the project status. The planned frequency of the ESC meetings by stage are listed below: Define Stage Bi-Weekly Model Stage Bi-Weekly Verify Stage Bi-Weekly Deployment Bi-Weekly ESC meetings may need to be held on an ad-hoc/unscheduled basis from time to time to address critical project issues. The PMO group and the project sponsor will determine when an ad-hoc meeting is necessary. The presentations provided during the ESC meetings may include but will not be limited to: ▪Current Accomplishments & Activities – Listing of completed and in-progress tasks ▪Upcoming Activities — Listing of key upcoming tasks and deliverables Packet Page. 1711 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 47 ▪Schedule Milestone Status – Provides information tracking the project status in accordance with the approved project schedule. ▪Issues & Risks – The PMO will evaluate the project issues and risks in order to determine which require escalation to the ESC for direction and resolution. ▪Informational Items – Items that the PMO believes the ESC should be informed of, for which no action or decision is required. ▪Project Budget Status – The PMO will provide a high-level summary of the project's financial position. ▪Project Scope – Items that will or may result in a change in project scope will be brought to the ESC for review and approval. The PMO will track the balance of any contingency hours available for non-scoped items for the ESC. The PMO will be responsible for documenting the ESC meeting minutes and decisions made. Packet Page. 1712 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 48 6. Project Roles & Responsibilities For the successful execution of the project, the cooperation, support, and interaction with the City’s personnel will be valuable to the AST consultants working on the project. AST consultants will work closely with City staff to form a cohesive team. A clear listing of the roles and responsibilities of the team members will prepare them to meet the challenges of the project and accomplish the project objectives in the planned timeframe. 6.1 Staff Roles and Time Commitments Listed below in the table are the expected City roles, the approximate time commitments throughout the project, and required skillsets for each group. The project needs may require additional time commitment during critical milestones. Table 5 Roles & Time Commitment Role Phase Est. # of Staff Skills % Time Commitment Project Sponsor All 1 Provide guidance and direction to the project team. Decision making ability and leadership. 10% Steering Committee All As per plan Provide guidance and direction to the project team. Decision making ability and leadership. 5% Project Manager All 1 Ability to manage large projects; understanding of City business processes and approval hierarchy; good communication skills 100% Support Admin All 1 Admin Support. Schedule people, rooms, and equipment, assist with project documentation and management 100% Change Management Lead All 1 ▪An understanding and has insight into organizational issues and challenges ▪Understands how people go through change and the change process? ▪Ability to influence others and move the organization toward a common goal ▪Has been in prior communication roles or has strong writing skills. ▪Comfortable speaking or presenting in front of all levels of the organization. 100% Training Lead (100% two months before the Deploy phase All 1 ▪An understanding and insight of organizational issues and challenges to assess training needs and develop training programs. ▪Ability to coordinate and execute training efforts for the organization. ▪Has experience overseeing the organization training and development activities ▪Is comfortable speaking or presenting in front of all levels of the organization 50% Team Leads/ Subject Matter Experts (1 Per Business Area) All 1 per functional area Complete understanding of City policies and procedures; Authority to make process design decisions. Ability to create business DILOs for testing. 75% Business Analysts (1 Per Major Business Area/ Dept.) All 1 per business area/dept Full understanding of Business Area/Dept. procedures; Ability to communicate process design/decisions to the departments 25% to 50% Packet Page. 1713 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 49 Role Phase Est. # of Staff Skills % Time Commitment Interfaces Lead All 1-2 Understanding of City applications; data extraction for conversion and interface development. Ability to create technical design documents. 50% Technical IT Analysts All 2-3 Programming experience; data extraction for conversion, interface development, script development; ability to create technical design documents. 80% Administrative Support All 1 Admin Support. Schedule People, staff 50% Network Admin All 1 Knowledge of the City Networking infrastructure and capacity. 5% Additionally, the City may assign backup Subject Matter experts and department representatives as required and decided by the City project manager. 6.2 AST and City Responsibilities The table below identifies the lead responsibility for all the important tasks on the project. 6.2.1 Roles and Responsibilities Table 6 Roles & Responsibilities, PMO Role/ Resource Responsibility AST City Project Oversight Co-Lead Co-Lead Project Planning Co-Lead Co-Lead Project Management Co-Lead Co-Lead Status Reporting and Project Team Communication Co-Lead Co-Lead Issues Resolution Co-Lead Co-Lead Consulting Resource Allocation Lead None City Resource Allocation None Lead Scope Control Co-Lead Co-Lead Project Communication to Stakeholders Assist Lead Production Migration Lead Assist Project Manager Deliverable Acceptance None Lead OCM Analysis and Planning (Gain understanding of the project vision and organization)Lead Assist Develop the Organizational Change Management Strategy (a model that includes ‘How’ each component of the strategy will be executed on the project, i.e., communication, sponsor roadmap, coaching, etc.) Lead Assist Execute approved change management strategies and plans for the organization.Co-Lead Co-Lead Complete change impact analysis of changes that will occur to people, process, technology (i.e., changes to job roles, key performance indicators, organization structure, business process, and procedures, etc.) Co-Lead Co-Lead Brand or Design communication outputs to fit the organization and culture.Assist Lead Communicate organization changes and position profile changes.Guide Lead Change Management / Training Lead Identify impacted stakeholders and communication distribution lists Assist Lead Packet Page. 1714 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 50 Role/ Resource Responsibility AST City Create and distribute project updates for OCM to project leadership. (based on project reporting schedule)Guide Lead Gather regular feedback on change management effectiveness and review results with project leadership to make modifications to strategy/plans as needed.Co-Lead Co-Lead Assist with the project readiness assessment and provide input on Go/No Go decision Co-Lead Co-Lead Conduct lessons learned sessions, and if multiple phases are in scope, modify strategy/plans for future phases.Co-Lead Co-Lead Conduct Training needs assessment Co-Lead Co-Lead Develop a Training Strategy Lead Assist Develop a Training Plan Assist Lead Training Instance Management Co-Lead Co-Lead Knowledge Transfer Planning & Execution Co-Lead Co-Lead End User Training Scheduling and Coordination Guide Lead Training Materials Development Co-Lead Co-Lead End User Training Delivery Assist Lead OGL Guide Selection Co-Lead Co-Lead OGL Configuration and Development Lead Assist OGL Transaction Staging for Dev & Test Co-Lead Co-Lead OGL Production Cutover Lead Assist System Configuration and Requirements Validation Lead Assist Conduct System Sprints Lead Assist Functional Issues Resolution Lead Assist Functional Configuration Documentation Lead Assist Finalize Gap Solution Assist Lead Interface Design Assist Assist Data Cleanup and Validation Assist Lead Custom Report Specifications Document Assist Lead Create Test Plan Lead Assist Create/Update DILOs Assist Lead Create Test Scripts Lead Assist Update Test Scripts with City-specific data and examples Assist Lead Unit Testing Lead Assist System Testing Lead Assist User Procedure Documentation None Lead User Acceptance Testing (User and End to End)Assist Lead Create Training Material Lead Assist Functional Leads Train-The-Trainer Delivery Lead Assist Packet Page. 1715 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 51 Role/ Resource Responsibility AST City End User Training Assist Lead Knowledge Transfer Lead Assist ERP Cloud Instance Planning and Deployment Lead Assist Coordinate with Oracle on architecture Lead Assist Knowledge Sharing Lead Assist Interface Design Co-Lead Co-Lead Tech Lead Set Up New Users/ Responsibilities Assist Lead Technical configuration Lead Assist Technical Configuration Reviews for SDLC compliance (The City will be responsible for having appropriate reviewers available for sign-off (i.e., Security, IT Compliance, etc.)Assist Lead For technical Objects including Data Conversion and Interfaces ▪Technical Design ▪System Design ▪Develop programs Lead Assist For technical Objects including Data Conversion and Interfaces ▪Third-Party and legacy system Changes ▪Data Extraction/Integration development ▪Data Cleanup and Formatting Assist Lead Interface and Data Conversion Reviews (The City will be responsible for having appropriate reviewers available for sign-off (i.e., Security, IT Compliance, etc.)Assist Lead Integration Testing Support Lead Assist User Acceptance Testing Support Assist Lead Custom Components Migration Lead Assist Analyze, track, resolve application system problems Lead Assist Custom Report Specifications Document Assist Lead Report Development Co-Lead Co-Lead Technical Analysts Knowledge Sharing Lead Assist Work with Oracle to assure Network availability None Lead Monitor Network Bandwidth None LeadNetwork Administrator Desktop Configuration None Lead LEGEND: Description/meaning of the responsibility levels Lead The party that is responsible for performing the task and performing the majority of the work. Co-Lead The parties shall share responsibilities for performing the tasks and work. Guide Provide oversight and direction on what tasks to accomplish, including the suggested timing of task execution but having no direct responsibility or involvement with any task execution. Assist The parties assist in actively creating part of the Deliverable or performing the activity None No involvement in the task is expected Packet Page. 1716 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 52 The designated City users shall be made available during the project for the interview, system demonstrations, system testing, decision-making, and other tasks related to this project. 6.3 Project Location(s) AST shall provide the services in a combination of onsite at City premises and offsite, including offshore locations. $127,112 has been budgeted for travel and will be billed at actuals and per diem for meals. Travel is subject to any government guidelines or restrictions prevalent at the time of travel. AST and City Project Managers will determine the limits for expense types (e.g. airfare, hotel) in the Project Management Plan. Any deviations to the limits should be approved by City Project Manager. Additional travel in excess of the budgeted amount would be billed at actual costs with authorization by the City. The City will provide adequate workspace and infrastructure (including but not limited to conference rooms, projectors, telephone, network, and Internet access) for the AST project team members. The City shall provide network and system connectivity for AST consultants using their laptop computers and remote access (VPN or equivalent) to the systems. It is accepted and acknowledged that work will be conducted by resources in remote locations in multiple time zones. As such, the need for tools supporting remote working environments is required. The City will be responsible for making facilities available and required infrastructure ready for tasks like training, conference room pilots, team meetings, system testing, and other events. These facilities should include audiovisual and physical (whiteboards, flip charts, etc.) amenities. AST staff will honor all holidays observed by the City, although, with permission, may choose to work on holidays and weekends when appropriate. With permission from the City, AST staff may have access to the City worksite for extended hours including hours that may be the City holidays. Packet Page. 1717 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 53 7. Project Deliverables and Work Products The table on the following page is a master list of the deliverables and work products that will be provided as part of the Oracle Cloud implementation project. The list outlines the expected content and acceptance criteria of the anticipated Deliverables and Work Products. Packet Page. 1718 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 54 Table 7 Master Deliverable and Work Product List Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Define Project/Phase Kick- Off Initiate the Project Phase Prepare project kick-off presentation materials and provide an overview of ▪Project scope ▪Project schedule ▪Roles and responsibilities AST Deliverable Live Event w/ MS PowerPoint presentation materials Project Management System Event Completed Prepare meeting deck and review with City PM and Sponsors prior to presentation to combined team Provide necessary information, PMO review of kickoff deck. Participation in presentation along with executive sponsors to combined team. Define Project Management Plan (Charter) Provide guidelines to the project team on project governance and execution. Document project governance structure. The deliverable material includes: ▪Project management approach ▪Project organization structure and roles ▪Issue management and escalation strategy ▪Quality Management Plan ▪Knowledge Transfer Strategy ▪Change control strategy ▪Risk mitigation strategy ▪Communication Plan AST Deliverable Microsoft Word / Adobe Pdf Project Management Completed Document Prepare document. Collaborate with City PMO Review document and make updates to document Define MS Project Schedule Create a project schedule for the implementation The Project Plan will include the following data elements for each project task: ▪Description ▪Duration ▪% Complete ▪Start Date AST Deliverable Microsoft Project Project Management Completed Document (initial project plan) Prepare document and maintain throughout project Validate, provide input on the constraints, verify activities and check the resource dependencies Packet Page. 1719 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 55 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities ▪End Dates ▪Dependencies ▪Responsible Party This is an initial plan and will be updated for status periodically as per the Project Management Plan. Resource leveling is specifically excluded from this deliverable Define Instance Management Plan The Instance Management Plan will include: ▪Listing of all the City environments ▪Plan for each environment throughout the project ▪Plan for moving configuration between environments ▪Plan for each environment post-go-live AST Work Product MS Excel/Word Technical NA Prepare document and maintain throughout project Conduct meeting/s with City technical lead review of the document. Participate in AST led meeting and review and update document Define Change Management Strategy Outline of the approach and components for Organizational Change Management Approach The deliverable to include: ▪OCM Strategy and approach ▪OCM Team roles and responsibilities ▪Communication strategy AST Work Product Microsoft Office (i.e., Word, PPT) / Adobe PDF Change Management Completed Document Prepare document. Collaborate with City CMO Participate in AST led meeting and review and update document Define Data Conversion Strategy Document the Project conversion strategy Define the data conversion approach and strategy. The deliverable material includes: ▪Data Conversion Approach ▪Data Conversion Scope ▪Data Extract Strategy ▪Conversion Approach ▪Data Reconciliation Strategy AST Work Product MS Word Technical NA Prepare the Data Conversion Strategy document Hold meeting/s with City Tech Lead to review document. Update the document with the inputs provided Review and Provide inputs Packet Page. 1720 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 56 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Define Integration Strategy Document the Project interface strategy Define the interface approach and components. It includes: ▪Interface Approach ▪Interface Scope ▪Interface Validation Strategy AST Work Product MS Word Technical NA Prepare the Integration Strategy document. Hold meeting/s with City Tech Lead to review document. Update the document with the inputs provided Review and Provide inputs. Define Reporting Strategy Define reporting and dashboard/analytics approach and components. It includes: ▪Reporting/Dashboard approach Reporting Tools to be deployed AST Work Product Microsoft Word/ Adobe PDF Technical NA Prepare the Reporting Strategy document. Hold meeting/s with City Tech Lead to review document. Update the document with the inputs provided Review and Provide inputs. Define Test Strategy The Test Strategy includes: ▪Entrance/Exit criteria for SIT and UAT as defined in the SOW ▪Cadence for testing event meetings (defect review, progress, etc.) ▪Testing process flow ▪Testing infrastructure/ instances ▪Testing responsibilities ▪Defect remediation process Deliverable Word Project Management / Testing Track Completed Document AST led meeting(s) to prepare the Test Strategy and update the document as needed Participate in AST led meeting(s), review document and review updates as needed. Define Discovery Sessions Demonstrate standard functionality per Oracle’s Modern Business Process and DILOs of the Oracle application modules for the phase to: ▪Demonstrate Oracle’s standard flows with reference AST Work Product Live Demonstration Event Functional NA Review processes to be demonstrated on AST or Oracle Demo instance. Provide details for scheduling of the meetings for each module. Document Participate in the meetings Identify and provide inputs for any unique processes or procedures. Continuously review Action and Decision Packet Page. 1721 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 57 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities to the preliminary flows established. ▪Demonstration standalone modules with limited cross- module integration points will be shown as needed to leverage data entered into the system by AST. ▪Demonstrate standard functions that may not have been captured as requirements but may be of interest to the City based on Industry standards. Only applicable module functionality to be demonstrated all RAID items discuss during meeting in the minutes of the meeting as well as on RAID log. items in specific to close them as soon as possible. Provide Inputs, include necessary teams, help document the FIT/Gap Define Preliminary DILOs Provide standard DILO's from AST repository mapped to City Requirements AST Work Product Excel Functional NA AST to map requirements from RFP/SOW to DILOs prior to assessment meetings occurring. During the assessments AST will review the DILOs with City functional team and will note updates, clarify requirements, and list new requirements. DILOs will be utilized as input for Sprint1. AST to lead meeting to show all requirements in Appendix 8 have been mapped to a DILO. City Functional lead will be responsible for reviewing the DILO to requirements mapping to ensure that all requirements and DILOs are incorporated. City Functional lead will be responsible for identification of new DILO's and update of the DILO's Participate in AST led meeting, showing all requirements have been mapped to DILOs. Packet Page. 1722 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 58 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Define Chart of Accounts Key Design Document (KDD) Defines the final COA structure for the implementation AST Work Product Word Functional NA Hold meeting/s with City GL and finance lead to determine Chart of Accounts Structure. Provide example of other clients and guidance of leading practices Attend meetings with AST Finalize the structure by the close of Design Stage Define Preliminary Security Matrix Document to illustrate the Standard Oracle Roles with a goal to simplify the Security design AST Work Product Excel Functional NA Showcase the standard Security roles in each module during Discovery sessions. Provide the module role matrix with Standard Oracle Roles Gain understanding of standard Oracle roles with a view to determining if any custom roles are needed. Start internal discussions and reviews and prepare to provide additional role requirements to AST before the end of Model stage Model Sprint/CRP Schedule Schedule of sessions to demonstrate solutions and process flows AST Work Product Excel Project Management NA Work with the City team to identify the scenarios and solutions that need to be demonstrated. Identify sessions or areas and which the City members can participate in the workshop Create a Schedule Confirm scenarios and solutions that the City wants to be demonstrated Confirm the City employees to participate in identified workshops Confirm CRP schedule. Model Conduct CRP Event Deliverable includes: ▪Demonstration of CRP environment with complete City specific configurations, integrations and data conversion Deliverable - Event NA Project Management Packet Page. 1723 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 59 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities ▪Demonstrate CRP environment meets SIT entrance requirements Model Sprint (Conference Room Pilot ) Demonstrate standard functionality to gain consensus on software fit and potential functionality gaps. Perform City-specific base/shell configuration of the Oracle application modules for the phase to: ▪Demonstrate Oracle’s standard flows with reference to the preliminary flows established. ▪Demonstration standalone modules with limited cross-module touch points will be shown as needed to leverage data entered into the system by AST. ▪Demonstrate standard functions that may not have been captured as requirements but may be of interest to the City based on Industry standards. Only applicable module functionality to be demonstrated. Note that this is a prototype to validate the design approach on a module-by-module basis. This is not a testing event nor a demonstration of a fully developed solution to the Gaps AST Work Product Live Demonstration Event Functional NA Configure environment as per City specific data Demonstrate functionality as per Sprint Schedule Document all design issues and action items Demonstrate process flows and solutions identified for Sprint/CRP Identify and document areas not ready for SIT and defects/issues discovered during CRP event. Provide configuration data requested by AST at the end of Define Stage for AST to configure the environment Continue to review and update RTM/DILO document Inform AST Lead on updates being made Attend Sprint /CRP sessions and provide necessary inputs on process flows, design, solutions to gaps and finalize the solution to gaps Packet Page. 1724 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 60 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Model Data Conversion Programs Developed Deliverable includes: ▪Complete development of the data conversion load programs for all approved data conversions ▪Unit testing of Data Conversion programs with sample data is complete AST Work Product Live Event Technical NA Create conversion programs as needed to load the data Verify that the File format in which data is provided is as per accepted criteria Load Conversion data Provide output report to City to perform post conversion validation Perform unit testing on sample data Provide Data Conversion files in the AST determined format Validate file before sending to AST Validate Data Load output Model/Ve rify Integration Programs Developed Deliverable includes: ▪Complete development of interface programs for all approved entities ▪Unit testing of the interface process complete with sample data AST Work Product Live Event Technical NA Create integration programs Verify that the File format in which data is provided is as per accepted criteria Load Conversion data Perform unit testing on sample data Provide Integration files per design for inbound integrations Work with third party applications/vendors to ensure that their end of work is progressing as per schedule Validate file before sending to AST Perform unit testing on Target third party applications to confirm data load Model Final DILOs Day in the Life scenarios provided by AST at the end of Define and updated by City personnel to represent scenarios that are representative of the City’s business process and scenarios. AST will update the DILO’s with traceability to the Process Flows and the relevant Test Scripts that will be required for the SIT and UAT testing. Client Work Product Excel Functional NA Update new and modified DILO's with associated process flows and Test Scripts Identify and add new DILO's/Business Scenarios within the scope of the project. Update AST provided DILO's as necessary to reflect the City’s process and business scenarios. Packet Page. 1725 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 61 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Model Final Process Flows Update of preliminary business processes diagrams AST Work product Visio/PDF Functional Updated Flows Work with the City to help to identify any changes needed to the Process flows. Update and finalize all Business flows needed for finalization of design. Review the preliminary Process flows and provide inputs to AST on updates needed to Process before the start of Sprint 2 sessions Work with AST team to get the process flows reviewed to ensure uniform understanding of the business process between AST and the City. Model Gap-Fit Analysis Identify Gaps in Oracle system flows based on Preliminary Flow mapping and Sprints. Perform ▪Gap Analysis ▪Document high-level solution approach/workaround for Gap solution (Does not include solution design). ▪Final DILO's and Final Process Flows will be additional work products associated with this deliverable Deliverable Excel Functional Technical Completed Document Document on the RAID log all open design items that needs City decision. Finalize DILO/RTM with City specifics Provide inputs to finalize process flows Finalize all design for functionality and gaps, finalize key configurations, close all decisions, and choose solution for gaps. Provide final Process Flow diagram Sign off on conversion and integration design Model Final Security Matrix Completed design document (matrix) that will list all agreed upon standard and custom roles to be deployed CITY Work Product Excel Functional/T echnical NA Assist the City in completion of Security Matrix Assist the City to ensure compliance with Oracle licensing Knowledge transfer sessions for City staff Review Security Role matrix to ensure completeness to configure roles and for assignment of roles and context values to users Analyze the current custom roles and determine if they are needed or should be eliminated. Review document with Oracle Standard roles determine if any custom roles are needed. Ensure compliance with Oracle licensing Update Security matrix with custom role definition. This Packet Page. 1726 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 62 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities during SIT/UAT Instance configuration by AST. definition will be used as input to create the custom role. Finalize all roles (Standard and Custom) needed across all modules Finalize Role Matrix to determine functions needed for each custom role Finalize assignment of roles and context values to users Model Final Workflow Completed design document that defines the agreed upon workflow routing rules for the in scope workflows AST Work Product Excel/Word Document Functional NA AST led meeting(s) to prepare final workflow document, and update through life of the project. Configure identified workflows for SIT after approval of design document. Participate in AST led meeting(s), review documents and updates through the life of the project. Model Configuration Document from Sprint/CRP Environment for SIT Deliverable includes: Complete all City specific configurations in CRP system · Unit testing of configuration complete Deliverable Excel Functional NA Configure the Sprint environment based on configurations from an instance identified by the City. Unit test environment for standard functionality. Update configuration during Model with changes required for updated/new solutions to gaps and processes. Provide configuration workbook from CRP instance to the City no less than 8 business days prior to start of configuration Provide AST with any changes (updated data sets, identify configuration not to be migrated, new configurations needed based on discussions during Assessment) needed for Sprint before the scheduled start of Sprint where it is possible to identify the changes. Provide AST with additional configuration data and decisions based on development of solution during Model stage leading up to SIT. Packet Page. 1727 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 63 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities activities of SIT. It is possible to extract this and provide to the City as CRP sessions are going on. The CIty will review the configuration document provided at the end of CRP Model Final Security Matrix Completed design document (matrix) that will list all agreed upon standard and custom roles to be deployed CITY Work Product Excel Functional/T echnical NA Assist the City in completion of Security Matrix Assist the City to ensure compliance with Oracle licensing Knowledge transfer sessions for the CIty staff Review Security Role matrix to ensure completeness to configure roles and for assignment of roles and context values to users during SIT/UAT Instance configuration by AST. Analyze the current custom roles and determine if they are needed or should be eliminated. Review document with Oracle Standard roles determine if any custom roles are needed. Ensure compliance with Oracle licensing Update Security matrix with custom role definition. This definition will be used as input to create the custom role. Finalize all roles (Standard and Custom) needed across all modules Finalize Role Matrix to determine functions needed for each custom role Finalize assignment of roles and context values to users Verify Training Plan Planning document that provides the scope of training, approach, City training population, City trainers and draft schedule of training sessions / methods. City Work Product Word Document Training NA Review training plan and offer feedback to the City. Develop training plan and update through the life of the project. Packet Page. 1728 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 64 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Verify SIT Test Schedule and Plan Schedule of sessions to include technical, module, and cross module testing sessions. AST Work Product Excel Project Management NA Develop SIT Test schedule and Plan Provide the schedule and Plan to the City no less than 5 business days ahead of the first expected testing session. Identify testers for the SIT sessions Schedule SIT sessions with correct City testers. Verify System Integration Testing (SIT) The deliverable material includes: Perform System Integration testing according to plan including: ▪Validate business process flows ▪Validate cross-module processes ▪Test all integrations AST Deliverable NA Project Management Live Event Complete DILO document with mapping to test scripts and upload to PractiTest Configure and smoke test SIT environment for all in scope functionality Convert Data Meet entrance/exit criteria for SIT Identify missing steps to add to Cutover Plan template Assist the City in execution of test scenarios Resolve SIT issues/defects Approve configuration data for SIT no less than 3 business days prior to start of configuration activities Validate Converted data and work on conversion data errors Identify missing steps to add to Cutover plan Prepare Test Data for usage in SIT Test scenarios identified for SIT (DILO's, integrations) Review results of issue/defect resolution provided by AST and retest. Test user security if necessary over and above SIT Test Scenarios. Verify UAT Test Schedule/Plan Schedule of sessions to include technical, module, and cross module testing sessions. AST Work Product Excel Project Management NA Develop UAT Test Schedule/Plan and provide to the City no less than 5 business days ahead of the first expected testing session. Schedule UAT sessions with correct City testers. Packet Page. 1729 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 65 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Verify User Acceptance Testing (UAT) Execute end-to-end system process flows. Test scripts will be executed manually, and no automated tools are proposed. The deliverable material includes: Perform User Acceptance Testing according to plan using test scripts ▪Validate business process flows ▪Validate cross-module processes ▪Test all integrations AST Deliverable NA Project Management Live Event Update Test Scenario document if needed for UAT scenarios and upload to PractiTest Provide final configuration data to the City no less than 8 business days prior to start of configuration activities Provide inputs on time taken for execution of UAT cutover activities for Cutover Plan Configure and smoke test UAT environment Convert Data Meet entrance/exit criteria for UAT Identify missing steps to add to Cutover Plan template Assist the CIty in execution of test scenarios Resolve UAT issues/defects Approve final configuration data for UAT no less than 3 business days prior to start of configuration activities Provide inputs on time taken for execution of UAT cutover activities for Cutover Plan Validate Converted data and work on conversion data errors Identify missing steps to add to Cutover plan Prepare Test Data for usage in UAT Update Test Scenario document if needed for additional UAT scenarios Review results of issue/defect resolution provided by AST and retest. Test user security if necessary over and above UAT Test Scenarios. Packet Page. 1730 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 66 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Verify Payroll Parallel Testing Conduct parallel testing for up to 2 payroll batches and perform reconciliation of Gross to Net to legacy payroll within reasonable tolerances. The following tasks are scoped ▪Load time entry data from the legacy system directly into payroll ▪Run payroll process ▪Validate gross to net pay ▪Reconcile the Gross to Net differences within reasonable tolerances (Identify the discrepancies and the root cause for any material differences). Live Event Live Event Functional + Technical Completed Event System event completed, and open issues documented. Verify and Confirm Verify Train the Trainer Training Provide training and knowledge transfer of the Oracle system applications throughout the project, as well as a course on managing training to the City trainers before the execution of end-user training Deliverable Event Training Provide knowledge transfer to the City trainers Conduct Train the Trainer sessions Participating in Train the Trainer sessions Verify Cutover Plan The Cut Over Plan includes: · Sequence of production cut over activities and responsible party for each, including City specific tasks related to work needed outside of ERP environment. This is a living document which is expected to start at the beginning of SIT up to the point where cutover activities start. The document will be considered final at the start of the Cutover activities in the state it is in. Deliverable Excel Project Management Produce cut over plan at start of SIT sessions Conduct cut over planning meetings with the City Conduct tabletop exercise of the cut over plan with all responsible parties Update the cut over plan through the life of the project Review and approve the cut over plan Participate in cut over planning meetings Participate in tabletop exercise of the cut over plan Update with City specific tasks Provide updates to the cut over plan through the life of the project Packet Page. 1731 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 67 Stage Title Deliverable/Work product Description Category Document Type Work stream Acceptance Criteria AST Responsibilities City Responsibilities Deploy Go Live Readiness Assessment AST tracking tool that will review the readiness of the City to go live across multiple areas (e.g. Training, Technical Cutover, Communications, Help Desk Prep, Application Functionality) for a 4 to 6 week period prior to go live AST Work Product Excel Project Management NA Produce go live readiness assessment Conduct review session(s) of document with the City Participate in review sessions(s) and review go live readiness assessment document Determine go/no-go decision Deploy Go Live The deliverable material includes: ▪Production configuration complete ▪Custom components migrated to the Production instance ▪Production validation complete ▪Production system made available to users Deliverable Event Project Management Event completed Migrate end state UAT configuration to PROD Complete data conversion and load using the end state UAT processes Migrate reports from UAT to Prod Successfully execute the cut over plan Provide final data cut for PROD cut over Migrate Integration code and configurations to Production Successfully execute the cut over plan Accept PROD system Deploy Post Production Support Production support services provided for the specified period for the phase Deliverable Event Project Management Event completed Resolve outstanding issues/defects according to the Project Acceptance criteria identified in the SOW Engage with AST for issue/defect resolution Packet Page. 1732 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 68 7.1 Deliverable Acceptance Process For purposes of acceptance of the Solution (or portions thereof), the parties intend to use the following staged acceptance procedure. All timeframes specified in the following procedures may be overridden by written agreement between both parties as per the Project Schedule. 7.1.1 Non-System Event Deliverables Acceptance: All completed non-system deliverables (typically written documents, e.g., Project Management Plan) will be reviewed by AST’s Project Manager and uploaded to the designated project repository/network folder. AST Project Manager shall notify the City Project Manager and submit a Deliverable Acceptance Certificate (Sample format attached in section Appendix 4 of this document). Upon AST’s submission of a completed Deliverable, the City shall review the Deliverable and approve it or notify AST of the discrepancies and errors found in the Deliverable within ten (10) consecutive business days, unless otherwise mutually agreed to in writing by the Project Managers of both the parties. If the City requires revisions to the submitted deliverables, all the required changes shall be collected and consolidated by the City Project Manager into one document and provided to the AST Project Manager within the stipulated time period ten (10) consecutive business days). AST shall then revise the Deliverable or satisfactorily provide a written explanation of the reasons for Accepting the Deliverable “as is” within ten (10) consecutive business days. Upon receipt of the revised Deliverable or receiving a satisfactory written explanation for the deficiencies identified, the City Project Manager will verify that the changes were incorporated and accept the deliverable within ten (10) consecutive business days by signing the Deliverable Acceptance Certificate. There shall be no new revisions requested for the deliverable other than those identified previously in the first round. In the event that neither approval nor feedback from the City is received within the stipulated time period, the deliverable shall be deemed approved, and AST will submit the related invoice for payment. 7.1.2 System Event Deliverables Acceptance: Upon completion of a system event (marked as system event in Table 7 Master Deliverable and Work Product List, e.g., Sprint Complete), AST Project Manager shall submit an acceptance certificate to the City Project Manager. Upon AST’s submission, the City Project manager shall verify the completion of the system event and provide signed acceptance within five (5) business days. In the event that neither approval nor feedback from the City is received within the stipulated time period, the deliverable shall be considered approved. 7.1.3 Deliverables Use in Production Except as otherwise provided herein, the City shall not use the Deliverable in a production environment or in the ordinary course of the conduct of their business prior to Acceptance of the Deliverable and such use shall, without the written consent of AST, be deemed Acceptance of such Deliverable and all other predecessors. Use of the Deliverable in a test environment to validate acceptance criteria shall not be considered Acceptance of said Deliverable. Upon go-live of any phase all deliverables, except Post-Production Support Complete, related to that phase shall be deemed to be approved and immediately ready for invoicing. The City may still request edits to the deliverables, the remedy of such can be subject to the approval of the Post-Production Support Complete deliverable. 7.1.4 Project Phase Acceptance: Once the City begins using the Software Components for Productive Use (“Go-Live Date”), AST will provide Post- Production Support for a specified period (“Post-Production Support Period”). At the end of the Post-Production Support period, AST and the City will complete a phase review and prioritize the list of issues based on the criteria below. Issue Classification The following factors primarily determine the priority assigned to a System Issue/Incident: Packet Page. 1733 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 69 ▪The impact on the business in size and scope, e.g., financial impact (loss) ▪The urgency to the business in time-dependent operations The following definitions will guide how AST and the City prioritize system issues. Table 8 Issue Priority Definitions Severity Description of Service Request Severity (Priority) Code Response Priority 1 Defined as an incident that renders a production system inoperable. Users are unable to connect to or use the system to support City business functions. •Assign resources to work on the problem within 0.5 business hours during regular business hours and 4 hours during non-business hours. •Log Service Request (SR) with Oracle, if necessary •Assign resources to be available and work on the incident until resolved. Priority 2 Defined as consistent intermittent outages and/or failure of the Production System, interfering with normal operation. May also be defined as a system/application that is operating but with severe restriction or affects a time sensitive function. •Assign resources to work on the problem within 1 business hour during regular business hours and next business day when reported during non- business hours. •Time sensitive issues like Payroll will be addressed until resolved or a work- around acceptable to the City is found, in which case the priority will be lowered. •Log Service Request (SR) with Oracle, if necessary •Communicate efforts and results once every business day until resolved or the priority changes. Priority 3 Defined as a production system/application problem affecting large number of users. The majority of the functions are still usable. Some circumvention may be required to reestablish normal service. •Assign resources to work on the problem within 2 business day. •Communicate confirmation of scope and impact of the incident within 5 business days of reporting •Elevate to “Priority 2” if incident is not resolved in 15 business days. •Communicate efforts and results once every 2-3 business days until resolved or the priority changes Priority 4 Defined as a production system/application problem isolated to a few people, performing non- critical tasks and an alternative workaround exists. The majority of the functions for most users are still usable. •Review and based on open issues log, assign resources to work on the problem within 5 business days. •Communicate confirmation of scope and impact of incident within 8 business days of reporting •Communicate efforts and results once every 5 business days Priority 5 Defined as informational only or scheduled system downtime for maintenance. No users are adversely impacted. •Review and based on open issues log assign resources to research the problem within 10 business days. •Communicate efforts and results once every 5 business days The priority of a defect does not necessarily determine how soon an issue will be resolved; it merely indicates the urgency and order in which the issues will be undertaken for resolution. The resolution time will depend on several factors, including the complexity of the problem, dependency on users’ input, ease of replication in the test environment, etc. Resolution of issues may require the software/hosting vendor to provide patches or replacement parts, and therefore may not be within the control of AST. If there are priority 1, 2 issues related directly to AST implementation efforts, open without resolution at the end of the designated post-production support period (Issues a result of errors/bugs in the Oracle or third-party software/hosting are specifically excluded), will continue to be supported by AST beyond the designated support period until a resolution, including a workaround, acceptable to the City is found. In order to expeditiously resolve issues, City staff shall be available to test all issue remediation and provide feedback no later than two (2) business days after AST notifies that the issue is resolved in a test environment. After this review is completed, the City shall notify AST in writing of its “Phase Acceptance.” All remaining open issues at the conclusion of a phase will be transferred to the City support team for ongoing resolution efforts. 7.1.5 Final Acceptance Packet Page. 1734 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 70 After Acceptance of all phases of the Oracle ERP Cloud System Project has occurred, the system is considered finally accepted, and the City shall notify AST in writing of the final acceptance. 7.2 Project Assumptions The following project assumptions have been made to prepare this statement of work: Software Assumptions 1. Software subscription prices included are subject to final configuration and approval from Oracle America, Inc. The terms of the SaaS subscription are subject to the terms and conditions of Oracle Corporation’s Master Agreement for software subscriptions. 2. Any changes to the overall solution that are not identified in the RFP response will have an impact on the implementation costs. 3. Prior to the Sprint start, the city will procure all necessary third-party software. 4. The City will obtain SaaS subscription before the commencement of services and maintain such a subscription for the duration of the services 5. The City will procure a third-party solution to manage W2 & Payroll Tax Filing as part of the Payroll process. AST will work with the chosen third party solution to ensure that the integration to the application works as needed. Scope and Terms Assumptions 6. The scope of work will be governed by a statement of work to be negotiated between AST and the City during the contract process. 7. The implementation resource and cost estimates have been based on a fixed scope and schedule. Any changes to the project scope, timeline, approach, or resources will be subject to a formal Change Control process and may increase project costs. 8. SaaS solutions do not support software customizations. To the extent that requirements cannot be met through the configuration of the software, the City may need to make changes in business processes and operating procedures to adapt to built-in best practices in the Oracle SaaS solution. AST will work with the City to assist with the adaption of appropriate process re-engineering. 9. City management, including the Project Manager and key users, will be able to make timely decisions on the issues raised by the project team. 10. City personnel will be assigned to the project as per an agreed upon staffing profile. Key users’ and management’s time will be made available for the duration of the project for interviews, system demonstrations, system testing, decision-making and other tasks related to this project. 11. The City will designate a project sponsor who shall represent the City during the performance of services, ensure performance obligations, establish and maintain an active line of communication with the AST project manager during the performance of the services, and make timely decisions on behalf of the City on all relevant issues. 12. In order to meet the project timelines, the City Project Manager will review and accept the deliverables in a timely manner as defined in the deliverable acceptance process. 13. The City will provide adequate workspace and infrastructure for the consultants assigned to the project (including, but not limited to, desktop computers, telephone, internet, connection, remote/VPN access to all project related applications to network and existing documentation). Such access must be available within two days of the start of a consultant on the project. 14. The City will be responsible for making facilities available and preparing the required infrastructure for tasks like training, conference room pilots, and others. 15. The City is responsible for providing narratives of the current business processes during each project phase's Define/Model stage. 16. The City will be able to provide detailed information related to third-party vendors. 17. The City will be able to provide quick interpretations of labor agreements if questions arise. 18. Only seeded workflows will be supported, and the available configuration of those workflows is included in the scope of this offering. No custom workflows will be implemented. Packet Page. 1735 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 71 19. The implementation is scoped for the City as a single Business Unit. All departments and entities that will form part of this implementation will be configured under the City Business Unit. 20. The City will provide configuration elements in the Oracle Cloud Applications required format. 21. The standard Oracle Transactional Business Intelligence (OTBI) will be implemented. There are many requirements identified with a reporting solution. AST’s experience is that many of the reporting needs can be met by either standard reports or user-configurable reports. 22. As software vendors are continuously improving the capabilities of their products, it is possible that throughout the implementation time horizon, additional capabilities may be introduced that the City would want to leverage. This will be handled through the Change Control process. 23. The City will address functional questions and resolve issues for activities owned by the City in agreed-upon periods. Technical Assumptions 24. The current pricing proposal includes five (5) Cloud environments for Oracle Fusion Cloud ERP Applications. If additional environments are deemed required, these need to be priced separately. 25. It will be the City's responsibility to extract the data from its current ERP system and other legacy systems and perform any data cleanup required in the current system before converting the data or following the data conversion in the Oracle Cloud Service. Data needed for conversion will be provided in the format specified by the AST consulting team for the Data element/s to be converted promptly per the agreed project schedule. 26. The City will verify converted data and be primarily responsible for conversion error recognition and resolution. 27. The City and AST will determine the best method of interfacing data to and from the City’s legacy applications to support the City’s Oracle solution. The City will be responsible for developing programs required to extract the data from the legacy applications in the required format and any programs required to update the City legacy applications with data from the Oracle Cloud applications. 28. AST will provide the data extracts from Oracle Cloud applications for the City to update the third-party systems integrations. The City will be responsible for loading into third-party systems as per the individual third-party application needs. 29. The City will work with third-party vendors to facilitate data integration with Oracle Cloud and coordinate any interface design, development or testing activities with third parties. 30. The data conversion scope is aligned with industry best practice, which recommends converting only those historical transactions needed to support normal, day-to-day operations in the new ERP System. AST will work with the City to provide options for storing and accessing the remaining historical data required for reporting purposes. 31. AST bases the implementation scope on the requirements listed in the Functional Requirements and based on AST’s experience in working with clients of similar size and complexity. Sometimes, it may be technically infeasible to meet the requirements due to the lack of data availability, controls/constraints of the SaaS applications, or other system architecture reasons. This infeasibility may not become apparent until the detailed Define/Model phase. In such cases, AST will help and guide the City concerning alternative methods to meet its business requirements, such as implementing process changes or manual steps. 32. A detailed Change Control Process will be a mutually agreed upon plan that specifies the approval process for any changes to the Statement of Work. Project Plan Assumptions 33. AST staff will work both onsite and remotely, including offshore solutions. 34. The AST Team will honor all holidays observed by the City, although, with notice, they may choose to work on holidays and weekends when appropriate. Pricing Assumptions 35. The pricing and scope are limited to implementing the Oracle Cloud applications/modules included in this response. Any change in scope, schedule or Implementation of any additional modules/applications will require a change order and additional fees shall apply. 36. Oracle Corporation will provide software maintenance and hosting as a part of the SaaS subscription costs. Packet Page. 1736 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 72 Packet Page. 1737 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 73 8. Project Payment Schedule The project has been established with a fixed fee schedule for services. Project Payment schedule includes a one-time fee upfront prior to the start of the project as follows: One-time Cost Cost Service Fees $4,932,000 Optional items Cost Comment AST Testing as a Service (TaaS) $ 30,000 $30,000 initial implementation and then $97,800 annually fee for total of 500 scripts. This service supports executing Monthly Releases of EPM, Quarterly for ERP and HCM. Additional Reports Hours (1,000) $ 130,000 Optional, Only to be charged if incurred AST Prepares End-User Training Material (500 hours) $ 75,000 Packet Page. 1738 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 74 9. Approvals Except to the extent otherwise expressly set forth in this SOW, this SOW is governed by the terms and conditions of the Agreement. This SOW may be modified only by a writing signed by both parties. IN WITNESS WHEREOF, the parties have each caused this SOW to be signed and delivered by their duly authorized officers, all as of the date first set forth above. Applications Software Technology, LLC Signed Printed Name Title Date City of San Bernardino, CA Signed Printed Name Title Date Packet Page. 1739 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 75 Appendix 1 Interface Scope Integrations scope is subject to ability to map to available Oracle ERP cloud applications features and functionality. Each item listed is a one-way interface which processes/produces one input/output file. Table 9 Interface Scope (to be reviewed and finalized with the City) Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real- time) Integration Type (Import or Export) Download Bank Statement File Provide the ability to accept a downloaded bank statement file. One-way Wells Fargo As Needed Import Upload G/L Journal Entries System must allow uploading and posting of journal entries (e.g., bank files, Excel, third-party system revenue transactions, etc.) with audit trail capabilities. One-way Microsoft Excel As Needed Import Fiscal Year To Date Export Ability to export year to date general ledger data to a third-party budget development and financial transparency system. One-way OpenGov Scheduled Export Excel Budget Import Ability to import detailed budgets into the Budget modules from Microsoft Excel. One-way Microsoft Excel As Needed Import Excel Budget Export Ability to export detailed budgets from the Budget modules from Microsoft Excel. One-way Microsoft Excel As Needed Export Budget Activity Ability to import adopted/amended budgetary data from a third-party budget development system. One-way OpenGov Scheduled Import Packet Page. 1740 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 76 Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real- time) Integration Type (Import or Export) Over the Counter Credit Card Payments Ability to accept third-party over-the-counter credit card transactions. Two-way Business Track As Needed Import Online Credit Card Payments Ability to accept third-party online customer credit card transactions. Two-way All Paid As Needed Import Online Credit Card Payments Ability to accept third-party online customer credit card transactions. Two-way Business Registrations As Needed Import Barcode Scanners Ability to allow auto-population of fields through bar code scanning. One-way TBD As Needed Import Third-party Cashiering Applications Integration with the Agency's parks and recreation system for processing cashiering transactions. One-way ACTIVE Net Scheduled Import Third-party Cashiering Applications Integration with the Agency's citation system for processing cashiering transactions. One-way Data Ticket Scheduled Import Third-party Cashiering Applications Integration with the Agency's animal control system for processing cashiering transactions. One-way Chameleon Scheduled Import Permitting Ability to accept permitting related receivables.One-way Permits Plus Scheduled Import Citations Ability to accept citation related receivables.One-way Data Ticket Scheduled Import 1099 Forms To IRS Ability to electronically submit 1099 forms to the IRS.One-way N/A As Needed Export 1096 Forms To IRS Ability to electronically submit form 1096 to the IRS.One-way N/A As Needed Export Packet Page. 1741 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 77 Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real- time) Integration Type (Import or Export) Purchasing Cards (transaction details associated with GL accounts) Ability to download purchasing card transaction file to post transaction detail to general ledger by general ledger account code. Note: each transaction is associated with a specific general ledger account number in the text file. One-way Wells Fargo As Needed Import Positive Pay Provide the ability to integrate with financial institutions for positive pay on accounts payable checks. One-way Wells Fargo As Needed Export Voided Check File Ability to produce a voided check file similar to a positive pay file that can be uploaded to a bank. One-way Wells Fargo As Needed Export Electronic Payments (ACH/Direct Deposit/Wires) Ability for electronic payments to be made to vendors via ACH/Direct Deposit and wire transfers (Push Pay). One-way Wells Fargo As Needed Export EEO-4 Survey File Upload Ability to electronically submit the EEO-4 Survey to the Equal Employment Opportunity Commission. One-way N/A As Needed Export Affordable Care Act (ACA) information File Upload Ability to upload Affordable Care Act (ACA) information.One-way N/A As Needed Export Applicant Tracking Ability to integrate with the agency's Applicant Tracking System for importing employee record information. One-way NEOGOV Scheduled Import Benefits/Health Insurance Ability to integrate with a third-party benefits provider to allow for the modification of insurance enrollment. One-way BenXcel Scheduled Export Packet Page. 1742 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 78 Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real- time) Integration Type (Import or Export) Learning Management Ability to integrate with the Agency's X Learning Management System (LMS), as well as track employee certifications. One-way Target Solutions Scheduled Import Direct Deposit File Report and data file for transmission to bank.One-way Wells Fargo As Needed Export Positive Pay Provide the ability to integrate with financial institutions for positive pay on payroll checks. One-way Wells Fargo As Needed Export Electronic Federal and State Files Generate electronic file and all related forms (including W-2 reporting) for annual reporting to federal and state agencies, in accordance with their requirements. One-way IRS As Needed Export Retirement Plan File Export Ability to export a file containing employee/employer retirement plan contributions. One-way Nationwide As Needed Export Retirement Plan File Export Ability to export a file containing employee/employer retirement plan contributions. One-way Empower As Needed Export myCalPERS Ability to export a file to be uploaded to myCalPERS.One-way CalPERS As Needed Export Scheduling Ability to import employee schedules into the Time and Attendance system. One-way InTime As Needed Import Email Integration Ability to send emails from system utilizing standard SMTP protocols. One-way N/A As Needed Export Single Sign-On / Active Directory Support of Single-Sign-On and Active Directory.Two-way N/A As Needed Import/Export Packet Page. 1743 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 79 Interfaces/Integrations Name Description Interface Direction(s) (One-way or Two- way) Third-Party Software (Vendor Name, Product Name, & Version) Frequency / Real- Time Active (As Needed, Scheduled or Real- time) Integration Type (Import or Export) Two-Factor Authentication (2FA) (Okta) Support Two-Factor Authentication (2FA) through Okta.Two-way N/A As Needed Import/Export Ad HocThird-Pary Report Writers Ability to integrate with third party report writers.One-way N/A As Needed Export Rest API Provide a REST API interface to facilitate querying data and integration. Two-way N/A As Needed Import/Export Packet Page. 1744 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 80 Appendix 2 Data Conversion Scope Historical conversions will only be accomplished for static historical data needed to support forward-going operations in the new Oracle Cloud system. Historical transactional data in legacy systems other than that listed in Table 10 Conversion Scope (to be reviewed and finalized with , is not recommended for conversion. Any historical data in legacy systems not converted to the new system can be made available for inquiry and reporting only by maintaining the current legacy environment in a read-only mode with no maintenance and support. Optionally, AST can assist the City in migrating the read-only legacy environment to OCI if needed. Data Conversion scope is subject to mapping to available Oracle ERP cloud applications features/functionality and the City’s ability to extract the data in the specified format and do the cleansing/transformation as per the project schedule. Table 10 Conversion Scope (to be reviewed and finalized with the City) Existing Software Product Conversions Description Number of Records (Estimated ) No. of Years Of Data Type of Data Conversion (Electronic, Manual, N/A) Software Application Version Database Chart of Accounts Chart of account info including segments, control, accounts, due to/due forms, etc. 19,652 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server General Ledger Accounts Balances (Summary level) Summary level actuals account balances 19,652 5 Electronic Tyler New World 2022.1.17. 2 SQL Server Budgeting (Approved Budgets) Budget account balances for approved budgets 18,710 5 Electronic Tyler New World 2022.1.17. 2 SQL Server Budgeting (Adopted Budgets) Budget account balances for adopted budgets 18,710 5 Electronic Tyler New World 2022.1.17. 2 SQL Server Detail Level Budgets Detailed line-level budget information 25,495 5 Electronic Tyler New World 2022.1.17. 2 SQL Server Open Project/Grants Project/Grant Master records including expenditure/fundin g accounts 255 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server Project/Grant Actuals Project/Grant actuals account balances 2,500 15 Electronic Tyler New World 2022.1.17. 2 SQL Server Project/Grant Budgets Project/Grant budget data 5,000 15 Electronic Tyler New World 2022.1.17. 2 SQL Server Packet Page. 1745 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 81 Existing Software Product Conversions Description Number of Records (Estimated ) No. of Years Of Data Type of Data Conversion (Electronic, Manual, N/A) Software Application Version Database Open Purchase Orders Open Purchase Orders 9,900 11 Electronic Tyler New World 2022.1.17. 2 SQL Server Historical Purchase Orders Historical Purchase Orders 9,000 11 Electronic Tyler New World 2022.1.17. 2 SQL Server Attachments 99,000 11 Electronic Tyler New World 2022.1.17. 2 SQL Server Customer Master Records (Accounts Receivable) Customer demographic data 431 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server Open Receivables (Accounts Receivable) History of open receivables 30 N/A Manual Tyler New World 2022.1.17. 2 SQL Server Bills (Accounts Receivable) History of all receivables open and closed N/A N/A N/A N/A N/A N/A Recurring Invoices (Accounts Receivable) Invoices sent on a regular basis 10 5 Electronic NWS N/A N/A Vendor Master Records (Accounts Payable) Vendor master data including names, addresses, SSN/FID, etc. 11,750 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server Vendor Address Records (Accounts Payable) Additional vendor remit addresses 50,000 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server Vendor 1099 Records (Accounts Payable) Vendor 1099 history 16,750 5 Electronic Tyler New World 2022.1.17. 2 SQL Server Accounts Payable Check History Vendor payment history, including check number, date, amount, etc. 60,500 11 Electronic Tyler New World 2022.1.17. 2 SQL Server Packet Page. 1746 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 82 Existing Software Product Conversions Description Number of Records (Estimated ) No. of Years Of Data Type of Data Conversion (Electronic, Manual, N/A) Software Application Version Database Accounts Payable Invoices Vendor invoice detail 154,000 11 Electronic Tyler New World 2022.1.17. 2 SQL Server Procurement Card Master Records Demographic data for employees holding P-Cards 1,800 N/A Manual Wells Fargo N/A N/A Fixed Assets Master fixed asset data including asset description, depreciation, location, etc. 1,927 N/A Electronic Tyler New World 2022.1.17. 2 SQL Server Attachments 3,500 3 Electronic Tyler New World 2022.1.17. 2 SQL Server Open Bids All open bid records 20 N/A Electronic Planet Bids N/A N/A Historical Bids Historical bid records 1,000 3 Electronic Planet Bids N/A N/A Attachments 300 11 Electronic Planet Bids N/A N/A People Management Employee Master Records (active) Employee master records with addresses 900 10 Electronic Harris Linus 8.4.0 Uni Data Employee Deductions (active/no end date) Historical employee payroll deduction data 23,400 10 Electronic Harris Linus 8.4.0 Uni Data Payroll – Employee Leave Accrual Master Records Historical accrual information including Vacation, Holiday, and other leave 23,400 10 Electronic Harris Linus 8.4.0 Uni Data Payroll - Employee Leave Accrual Transaction History Transaction level history for accruals 23,400 10 Electronic Harris Linus 8.4.0 Uni Data Employee Payment History Amounts for earnings and deductions with 23,400 10 Electronic Harris Linus 8.4.0 Uni Data Packet Page. 1747 Statement of Work Proprietary & Confidential City of San Bernardino, CA Enterprise Resource Planning System Page | 83 Existing Software Product Conversions Description Number of Records (Estimated ) No. of Years Of Data Type of Data Conversion (Electronic, Manual, N/A) Software Application Version Database check number and date Employee Earnings & Deduction History Amounts for earnings and deductions with check number and date attached to a pay code 23,400 10 Electronic Harris Linus 8.4.0 Uni Data Personnel Action History Information on various types of personnel actions including changes in job/salary, dates, etc. N/A N/A N/A N/A N/A N/A Position Master Records (current/active ) Position control data such as position, description, status, etc. N/A N/A N/A N/A N/A N/A Packet Page. 1748 Statement of Work Proprietary & Confidential 84 Appendix 3 Workflow Scope This list includes the pre-defined, seeded workflows to be set up during the ERP system implementation. Table 11 Seeded Workflows in Scope Business Process Name Track Account Coding Financials Asset Mass Transaction Financials Asset Retirement Approval Financials Deal Registration Approval Process Financials Expense Approval Financials Holds Resolution Financials Invoice Approval Financials Journal Approval Financials Payment Approval Financials Project Contract Invoice Approval Financials Project Cost Adjustment Approval Financials Project Expenditure Batch Approval Financials Project Financial Plan Approval Financials Project Labor Schedule Version Status Change Approval Financials Project Status Change Approval Financials Project Time Card Approval Financials Project Time Card Approval ELA Financials Send Budget Notification Financials Add Contingent Worker HCM Add Nonworker HCM Add Pending Worker HCM Additional Assignment Info HCM Administer Individual Compensation HCM Administer Salary HCM Approve Development Goal HCM Approve Development Goal: Add Shared Colleague Goal HCM Approve Development Goal: Add Shared Manager Goal HCM Approve Development Goal: Goal Share Action HCM Approve Development Goal: Manage Private Goals HCM Approve Development Goal: Remaining Goal Actions HCM Packet Page. 1749 Statement of Work Proprietary & Confidential 85 Business Process Name Track Approve Gig Assignation HCM Approve Goal HCM Approve Job Offer HCM Approve Job Requisition HCM Approve Performance Document HCM Approve Performance Goal HCM Approve Performance Goal: Add Shared Colleague Goal HCM Approve Performance Goal: Add Shared Manager Goal HCM Approve Performance Goal: Add Shared Organization Goal HCM Approve Performance Goal: Goal Align Action HCM Approve Performance Goal: Goal Cancel Action HCM Approve Performance Goal: Goal Copy Action HCM Approve Performance Goal: Goal Delete Action HCM Approve Performance Goal: Goal Extend Action HCM Approve Performance Goal: Goal Move Action HCM Approve Performance Goal: Goal Share Action HCM Approve Performance Goal: Manage Goal Measurement HCM Approve Performance Goal: Manage Goal Outcome HCM Approve Performance Goal: Manage Goal Task HCM Approve Performance Goal: Manage Organization Goals HCM Approve Performance Goal: Manage Private Goals HCM Approve Performance Goal: Remaining Goal Actions HCM Approve Talent Profile Content HCM Cancel Work Relationship HCM Change Assignment HCM Change Legal Employer HCM Change Location HCM Change Manager HCM Change Marital Status and Change Address HCM Change Personal Information HCM Change Personal Information: Address HCM Change Personal Information: Biographical Info HCM Change Personal Information: Change Contact Start Date HCM Change Personal Information: Citizenship HCM Change Personal Information: Contact Relationship HCM Change Personal Information: Create a New Contact HCM Packet Page. 1750 Statement of Work Proprietary & Confidential 86 Business Process Name Track Change Personal Information: Demographic Info HCM Change Personal Information: Disability Info HCM Change Personal Information: Driver's Licenses HCM Change Personal Information: Email Details HCM Change Personal Information: Name HCM Change Personal Information: National Identifiers HCM Change Personal Information: Other Communication Accounts HCM Change Personal Information: Passports HCM Change Personal Information: Person Number HCM Change Personal Information: Phone Details HCM Change Personal Information: Primary Address HCM Change Personal Information: Select a Coworker as a Contact HCM Change Personal Information: Visa and Permits HCM Change Photo HCM Change Working Hours HCM Checklist Action Composite HCM Checklists Action Occurrence HCM Compensation Add Delegate Worker HCM Compensation Change Eligibility HCM Compensation Remove Delegate Worker HCM Compensation Workbench Change Eligibility HCM Compensation Workbench FYI Notifications Composite HCM Compensation Workbench Reassign Worker HCM Compensation Workbench Worksheet Approval HCM Compensation Worksheet Approval HCM Compensation reassign worker HCM Correct Employment Details HCM Create Grade HCM Create Grade Ladder HCM Create Grade Rate HCM Create Job HCM Create Location HCM Create Organization HCM Create Position HCM Delete Assignment HCM Delete Date Effective Grade Ladder Record HCM Packet Page. 1751 Statement of Work Proprietary & Confidential 87 Business Process Name Track Delete Date Effective Grade Rate Record HCM Delete Date Effective Grade Record HCM Delete Date Effective Job Record HCM Delete Date Effective Location Record HCM Delete Date Effective Organization Record HCM Delete Date Effective Position Record HCM Delete Grade HCM Delete Grade Ladder HCM Delete Grade Rate HCM Delete Position HCM Delete Time Approval Data HCM Edit Grade HCM Edit Grade Ladder HCM Edit Grade Rate HCM Edit Job HCM Edit Location HCM Edit Organization HCM Edit Position HCM Employment Checklist Allocated Task Composite HCM Employment Start Dates HCM Global Absence Disbursement Transaction HCM Global Absence Donation Transaction HCM Global Absence Recording - Multiple Assignment HCM Global Absence Recording - Single Assignment HCM Goal FYI Notification HCM Hire an Employee HCM Learning Assignment Completion HCM Learning Assignment Withdrawal HCM Learning Incident HCM Learning Item Contribution HCM Learning Observation Checklist HCM Learning Request HCM Local And Global Transfer HCM Manage Absence Case HCM Manage Absences HCM Manage Allocated Checklists HCM Packet Page. 1752 Statement of Work Proprietary & Confidential 88 Business Process Name Track Manage Approval Delegation HCM Manage Areas of Responsibility HCM Manage Checklist Template HCM Manage Directs HCM Manage Document Records HCM Manage Document Types HCM Manage Eligible Jobs HCM Manage Employment HCM Manage Individual Compensation HCM Manage Person HCM Manage Personal Contributions HCM Manage Position Hierarchy HCM Manage Salary HCM Manage Work Relationship HCM Manage Work Schedule Assignment HCM Movement Request Approval HCM New Assignment HCM New Terms HCM New Work Relationship HCM Oracle Taleo Candidate Import FYI Alert HCM Oracle Taleo Imported Notification HCM Payroll Time Card Approval HCM Payroll Time Card Approval ELA HCM Performance FYI Notification HCM Person External Identifiers HCM Profile FYI Notification HCM Promote HCM Request New Position HCM Request Position Change HCM Resign from Employment HCM Resignation HCM Review Volunteering Organization HCM Review Volunteering Project HCM Salary History HCM Select a Coworker as a Contact HCM Share Information HCM Packet Page. 1753 Statement of Work Proprietary & Confidential 89 Business Process Name Track Share Information Approval FYI Notification HCM Share Information FYI Notification HCM Share Information Reject FYI Notification HCM Talent Review FYI Notification HCM Terminate Employment HCM Termination HCM Time Card Worker Approval HCM Time Change Request Approval HCM Transfer HCM Work Confirmation Approval HCM Workforce Compensation Change Eligibility HCM Workforce Modeling Approval HCM Update User Email Security Communicate Purchase Order Supply Chain Manage Contracts Supply Chain Oracle Supplier Network Inbound Composite Supply Chain Purchasing Document Approval Supply Chain Requisition Approval Supply Chain Supplier Registration & Profile changes Approval Supply Chain B2B Error Handler Composite Tech Event Handler Composite Tech Inbound Composite Tech Inbound Service Composite Tech OAGIS Inbound Composite Tech Outbound Composite Tech Outbound Document Composite Tech SEFAZ Inbound Composite Tech All listed workflows are categorized as Medium complexity as defined in the table below. Complexity No of Level User Group Low Maximum 3 Approval Group, Supervisor and Cost Center Approval Medium Maximum 4 Approval Group, Project, Supervisor and Cost Center Approval High Maximum 6 Position, Department, Approval Group, Project, Supervisor and Cost Center Approval Very High 6 and above User specific, Position, Department, Approval Group, Project, Supervisor and Cost Center Approval Configuration of approval levels beyond those identified as low complexity will be subject to the change order process described in Appendix 5: Project Change Control Process. Packet Page. 1754 Statement of Work Proprietary & Confidential 90 Packet Page. 1755 Statement of Work Proprietary & Confidential 91 Appendix 4 Deliverable Acceptance Certificate EDM.910 – Acceptance Certificate <Client Name> Del #Deliverable Description Date Deliverable Completed DEL < SOW deliverable description > Deliverable acceptance conditions: (Provide any detail needed to support acceptance) Approved By Date Name Role Signature Packet Page. 1756 Statement of Work Proprietary & Confidential 92 Appendix 5 Project Change Control Process Any change in scope of the project as described in the Statement of Work, or changes that would affect the scope, timeline, resources, or cost would be processed using this Project Change Request (PCR) process. This would include: ▪Custom Components like Interfaces, Custom Reports etc. Amendments ▪Additional Reporting ▪Other Changes For each customization and extension that gets approved, the following will be provided: ▪Functional Design ▪Technical Design ▪Test Scripts The PCR contains a description of the desired change, the business reason for the change, alternatives to the desired change, and estimates of resources, time, and/or cost to incorporate the change as well as any other pertinent information. This will allow the City to make a decision whether to approve and incorporate the change into the project or not. The framework for the change control process is illustrated in the following diagram. Figure 3 Change Control Process ▪A PCR will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the project. It should also include the scope of the change, a description of the activities to be completed as part of the project change request, an outline of the responsibilities of the parties involved and the estimated level of effort (and cost) to complete. Packet Page. 1757 Statement of Work Proprietary & Confidential 93 ▪The City Project Manager, with approval from the Steering Committee shall be authorized on behalf of the City to approve Change Orders. ▪If a change request has a significant impact on budget or schedule, it will be presented to the City steering committee for approval. The steering committee will determine whether the benefits of the proposed change merit the investment, and whether they are willing to provide additional funding. Resolution (acceptance or rejection) of the PCR will be documented on the PCR in the Resolution section. ▪If approved, a written PCR will be signed by both AST Project Manager and the City’s Project Manager to authorize implementation of the requested change. ▪Approved PCR’s shall be incorporated into the project budget and the project work plan and assigned to the appropriate resources. ▪Upon receiving an approved Change Order, AST shall promptly commence performing the Services described in the Change Order. The change control form template is attached below. * The specific parameters that define a “significant impact on budget or schedule” will be documented in the Change Control Strategy section of the Project Management Plan deliverable. Packet Page. 1758 Statement of Work Proprietary & Confidential 94 Figure 4 Sample Project Change Order Packet Page. 1759 Statement of Work Proprietary & Confidential 95 Packet Page. 1760 Statement of Work Proprietary & Confidential 96 Packet Page. 1761 Statement of Work Proprietary & Confidential 97 Appendix 6 - Module to Process Scope Mapping The table below provides the module processes that are in scope for the implementation: Table 12 Module to Process Scope Module/Area Oracle MBP Processes Assets B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Asset Acquisition to Retirement Acquire Asset Record Asset Acquisition Define Customer Asset Configure Customer Asset Maintain Asset Attributes Maintain Asset Financial and Reporting Attributes Track Asset Assignment & Location Capitalize Assets Depreciate Assets Record Asset Retirement Record Asset Reinstatement Report and Reconcile Asset Activities General Ledger B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Manage Budget and Journals Define Budget Policies Enter Budgets Monitor Budgets Close Budgets Manage Funds Reservations Define Allocations and Periodic Entries Manage Subledgers Journal Record and Edit Standard Journal Entries Record Allocations and Periodic Entries Manage Intercompany Transactions Approve Journals Post Journal Entries and Update Ledger Balances Projects and Grants B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Manage Projects and Grants Maintain Master Project List Manage Project and Grant Revenue Sources Manage Project and Grant Expenditures Manage Project and Grant Budgets Manage Project and Grant Reimbursements Support Project and Grant Integration into the General Ledger Configure Project and Grant Reporting Period/Year End Close B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Period Close to Financial Reports Close subledgers Pro-forma close ledgers Close Ledgers Payables Supplier Invoice to Payment Invoice for Assets Invoice for Projects Quick Check Payment Payment Batch Packet Page. 1762 Statement of Work Proprietary & Confidential 98 Module/Area Oracle MBP Processes B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Invoice Creation for PO Invoice Imaging Single Use Account Invoice Retainage Invoice Validation Invoice Approval Check Return Credit Memos VOID Cancel Payment 1099 Process Accounting Period Close Receivables B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Customer Invoice to Receipt Customer Creation Auto Invoice Import Manual Transaction Credit Memo on Transaction Revenue Recognition Invoice Print & Re-print Customer Statement Transaction Adjustment/ Write-off Chargeback Credit Memo Application Manual Receipt Spreadsheet remittances Miscellaneous Receipt Receipt write-off Reverse Receipt On-account Transaction and Receipt Inquiry AR Balances Accounting and Revenue Recognition Reconcile Receivables Account to General Ledger Cash Management B91084 – Oracle Fusion Enterprise Resource Planning Cloud Service Bank Transaction to Cash Position Create and Manage Adhoc Payments Create and Manage Bank Account Transfers Create and Manage Bank Statements Create and Manage External Transactions Bank Statement - Manual Reconciliation Bank Statement - Auto Reconciliation Cash Management Reporting Procurement B91086 – Oracle Fusion Procurement Cloud Service Source to Settle Supplier Registration Manage Supplier Profile Supplier collaboration Manage Supplier Qualifications Optimize Supplier Portfolio DocuSign Integration Catalog Management Create Requisitions Managing requisitions Approve Requisitions Create Purchase Order Create Contract or Blanket Agreements Contract Management Create Purchase Order from Contract or Blanket Purchase Agreement Import Orders and Agreements Approve Purchase Orders and Agreements Manage Purchase Orders and Agreements Approve Purchase Orders and Agreements Communicate and Dispatch Purchase Orders and Agreements Amend Purchase Orders and Agreements Receiving Goods and Quantity based Goods and Services Packet Page. 1763 Statement of Work Proprietary & Confidential 99 Module/Area Oracle MBP Processes Change Orders Certificates of Insurance and Approval Renewal of Purchase Orders Receive Amount based Services Or Expense Line Types (Self Service) Correct Receipts against Orders Return Receipts against Orders Benefits and Payroll B85800 – Oracle Fusion Human Capital Management Base Cloud Service B85800 – Oracle Fusion Human Capital Management Base Cloud Service Benefits to Payroll Define Benefits Programs Manage Benefits Process Benefits Enrollment Administer Employee Benefits Process Payroll Payroll B85800 – Oracle Fusion Human Capital Management Base Cloud Service B86334 - Fusion Payroll Cloud Service for the United States Payroll to Payment Manage and Monitor Payroll Processing Manage Validation Schedule and Distribute Payments Finalize Payroll Reporting HR, Compensation, and Payroll B85800 – Oracle Fusion Human Capital Management Base Cloud Service B86334 - Fusion Payroll Cloud Service for the United States B94933 - Fusion Workforce Compensation Cloud Service Employee Separation Process Employee Separation Perform Exit Interview Finalize Compensation Pay out Post to Payroll Goals and Performance B95573 - Oracle Fusion Touchpoints Cloud Service B94925 - Oracle Fusion Talent Management Cloud Service Goal Setting to Performance Align Business Goals Draft Goals/Objectives Finalize Goals Manage Talent Profile Employee Self Evaluation Request Feedback Evaluate Employee Performance Predict Team Performance Time and Absences B75365 – Oracle Fusion Time and Labor Cloud Services Absence Planning to Continuity Define Absence and Leave Plans Create Absence Rules and Controls Enable Employee Self Service Track Absence Balances Time Collection B75365 – Oracle Fusion Time and Labor Cloud Services Time Collection to Payroll Time Collection Monitor Time Entries Perform Time Calculations Approve Time Transfer Time Health and Safety B75365 – Oracle Fusion Time and Labor Cloud Services Incident Report to Workplace Safety Report Incidents Review Reports Assign Ownership Document Events Investigate Root Cause Take Follow-up Actions Close Incidents Monitor Safety Trend Packet Page. 1764 Statement of Work Proprietary & Confidential 100 Appendix 7 – EDM Methodology AST’s proven Enterprise Domain Model (EDM) Methodology will serve as the roadmap for the development of the City’s Oracle Cloud solution. Incorporating lessons learned from nearly three (3) decades of successful business transformation projects, EDM is cloud-specific implementation methodology that is nimble, yet comprehensive, incorporates Oracle Modern Best Practice, takes advantage of multiple “sprints” or system prototypes, and focuses on super user training and self- sufficiency. EDM is a hybrid agile-based approach that allows us to deliver changes fast, review often and improve iteratively to deliver an excellent product to you. EDM incorporates the iterative configure and test approach of agile yet spreads the solution components across multiple modeling cycles (sprints) so that the system solution process is spread across multiple iterations and is made easier to manage; thereby increasing the project team’s chance of success. Our team also uses AST’s Center of Excellence (CoE) collection of pre-built tools and templates to help jumpstart our customers’ journey to cloud-based solutions. The tools include: ▪ProjectFIT™ ▪Rapid4Cloud Configuration Migration Automation Tool ▪Transcend™ Data Conversion Accelerator ▪AST Center of Excellence tools, accelerators, report templates, and industry solutions ▪PractiTest ▪AST Training Videos, Quick Reference & Business Process Guides ▪Oracle Guided Learning The following is an overview of the activities for each of the stage of the EDM Methodology. Stage 1 — Define The goal of the Define Stage will be to complete project planning and project initiation activities as required for laying the groundwork for the project execution stages. A key objective will be achieving a common understanding between AST and the City with respect to how the project will be managed and on the baseline project schedule. The City and AST Project Managers will work together to define and establish the project governance, Change Management Strategy, and Project Management Plan (Project charter) and build an achievable work plan (schedule). Additionally, this stage provides time for the project management staff to prepare for the on-boarding of the project team (e.g., securing workspace, network access, lodging, establishing a PMIS, and establishing Oracle system access). Project Governance Key deliverables from this stage include the Project Management Plan, project schedule, and organizational change management strategy. AST Project Manager will present a draft Project Management Plan and schedule to the City for review and discussion; upon reaching an agreement, the documents will be presented to the project executive leadership for review. The Project Management Plan will document the understanding of how the project will approach organizational / governance structure (roles and responsibilities), scope management, scheduling, resources, team and executive- level communications, issue management, and risk management. The project schedule will be prepared in Microsoft Project and will present the activities and estimated durations for each project Phase. Both the Project Management Plan and Microsoft schedule will be considered “living” documents, which can be updated with a joint agreement as required during the life of the project. Change Management & Training During this stage, the AST Change Management Lead will review the methodology for addressing change with the City and executive leadership to plan how the project will holistically address change management activities. They will work with the City Change Lead to establish the organizational change management strategy and define the plan to execute throughout the project. The AST Training Lead will Packet Page. 1765 Statement of Work Proprietary & Confidential 101 conduct a training needs analysis to understand where the City will need focused training activities and define success criteria to measure organizational readiness and retention of new knowledge. Enterprise Structure and Chart of Accounts Design The initial part of the Define stage in Phase 1 consists of defining the City’s Enterprise Structure and Chart of Accounts Design. The Enterprise Structure will result in the definition of the ledger, legal entity and Business Unit for the City. The Chart of Accounts Design should result in the definition of the structure of the Chart of Accounts in terms of the number of segments needed, the purpose of the segment, and the structure of the data fields needed for each segment. Finalization of values needed for each segment can continue till the end of the Model stage. Business Process Analysis AST functional consultants will lead the Process analysis tasks with the participation of key City resources during the Discovery Workshop sessions in the Define stage of each phase. Concurrently, technical consultants will review the technical requirements and identify application development standards which will guide the design and development efforts for integrating, interfacing, and configuring the applications. Through design workshops, AST will review standard processes and functionality available within a given Oracle application module. This will facilitate analysis of business flow requirements and understand the gaps, if any, between the Oracle process flows and City requirements. All of these will contribute towards defining the work efforts in each Sprint in the Model Phase of the project. The Process flows and the development work will determine the prioritization of the work during the Sprints in the Model Stage, which will be documented in the Sprint Prioritization Matrix. The following is an overview of key tasks/activities of the stage: Table 13 Define Stage Key Activities Track Key Task / Activity Description AST Resources City Resources City Project Staffing and SME identification Identify and staff functional and technical project team members and departmental SMEs (subject matter experts) and assign them to the project as per agreed upon staff participation levels. N/A Project Management Establish Project Management Information Systems Establish a project management information system (PMIS) to store documents and manage issues (action items and risks). Enable the use of AST’s ProjectFIT™ as the project management tool. Project Manager Project Manager Project Management Establish PMO (Project Management Office) AST and City Project Manager will identify the personnel and roles that will staff the PMO and will identify the functions, tools, and techniques that will be utilized to manage the project. Project Management Project Management Packet Page. 1766 Statement of Work Proprietary & Confidential 102 Track Key Task / Activity Description AST Resources City Resources Project Management Plan (Charter) Meetings and Discussions Meet with the project management and executive level personnel to develop project governance approach: including structure (roles and responsibilities), scope management, communication strategy, quality management plan, knowledge transfer strategy and issue management. Project Management, Executive Sponsors Project Management, Steering Committee, Executive Sponsors Project Schedule Meetings and Discussions Gain project management and executive level approval via meetings for an MS Project schedule that presents project activities, and duration estimates for the specific phase. Project Management, Executive Sponsors Project Management, Steering Committee, Executive Sponsors Oversee project activities and perform project management functions Manage Project Scope, Communications, Schedule, Issues, Resources, Quality, Project Management, Executive Sponsor Project Management, Steering Team, Executive Sponsors Document Change Management Strategy & Plan Work with the City change management lead to prepare an overview of organizational change management strategy including approach, communication strategy, sponsorship roadmap, roles, and responsibilities. Change Management Lead, Project Manager Change Management Lead, Project Manager, Executive Sponsors Training Strategy Strategy outlining the goals, approach, methods, resources (including a sample of the training materials) for training during implementation. Training Lead Training Lead Change Management & Training City Change Management Coordination Work with the City Change Lead to establish the organizational change management strategy. Coordinate with City management to review strategy and their acceptance of the approach. Coordinate with City departments to review unique aspects of their Change Management Lead, Project Manager Change Management Lead, Project Manager Packet Page. 1767 Statement of Work Proprietary & Confidential 103 Track Key Task / Activity Description AST Resources City Resources change management challenges. Help define criteria for Change Agents from the departments. Assist with identifying available communication tools. Assist with defining roles and responsibilities Conduct Training Needs Analysis Evaluate organization needs for education to meet the expected changes coming with the new system Change Management Lead, Training Lead Change Management Lead, Training Lead Define Success Criteria Work with the City to define the method of measuring training success and remediation steps if necessary. Change Management Lead, Training Lead Change Management Lead, Training Lead Initiate Continuous Knowledge Transfer Program Work with City Change and Training lead to define various modes of education, knowledge transfer, and topics proposed by AST. Define roles and responsibilities for user registration and tracking Change Management Lead, Training Lead, Project Manager Change Management Lead, Training Lead, Project Manager OGL Dev Configuration Configure OGL City Project Team to complete Oracle Business Process Training Courses Training Lead Training Lead Application Orientation workshops Application Module based System Overview will be provided to the City staff using the Oracle demonstration environment. The emphasis will be on demonstrating the core business processes to City personnel. AST Solutions (Functional and Technical) Team City Project Team Business Process Analysis Identify Business Process Flows for the Design Sprints Review and map the Oracle standard process flows to City business requirements. AST Solutions (Functional and Technical) Team City Team and Functional Leads / Business SMEs Packet Page. 1768 Statement of Work Proprietary & Confidential 104 Track Key Task / Activity Description AST Resources City Resources Establish preliminary business process flows for Design Sprint sessions Interface Strategy Define Interface approach, scope, and plan for the interfaces. Validate listing of incoming and outgoing interfaces and integration touch points to Oracle. Tech Lead Tech Lead and Staff Technical Conversion Plan Define Data Conversion Plan, scope and strategy and define conversion entities: Review Data Extract Approach Review Conversion Reconciliation Strategy Draft Data Conversion Plan and review with City staff Tech Lead Tech Lead and Staff Stage 2 – Model The goal of the Model Stage is to validate the system design and configuration meet WCSD’s business process needs. Business process flows identified in the Design Stage align to DILOs (Day in the life scenarios). The DILO document connects requirements provided by the City via RFP in a format similar to a Requirement Traceability Matrix, but correlates the requirements to business processes. Functional and technical activities support solution design which meets the City’s business process flows as identified in the Design Stage. AST staff will lead the design tasks with the participation of the Client’s project management, Project Leads, and departmental subject matter experts (SMEs). The project team will follow an applications-based process design approach. Additionally, the data conversion and integration requirements with existing legacy/third party systems will also be reviewed and documented. The AST team will develop functional specifications for the scoped technical objects, including data conversions, interfaces, and workflow approvals. The completion of the Sprint, marks the conclusion of system design. At this point, corresponding configurations are also complete and indicates readiness to move to the Verify Stage for testing. Sprint Workshop Sessions During the Model Stage, facilitated Sprint Workshop sessions will be conducted in the form of one Sprint based on Fit-To-Standard's concept. The sprint's focus is on first delivering the necessary functionality to meet the business's needs within a required time box. The Sprint will consist of a distinct set of activities conducted according to the Sprint’s plan. And define the topics to be demonstrated in the Sprint, including the appropriate data, workflows, etc. Specific components for integrations, conversions, and configuration at the time of execution of the sprint will determine the work involved. A key to the success of the sprint sessions is to have active participation from City participants. It is critical to capture input and feedback to evolve the solution design. With the completion of Sprint, the design process is completed. This allows the applications to move to the project's next stage (Verify) for robust/comprehensive testing. Configuration Management: Packet Page. 1769 Statement of Work Proprietary & Confidential 105 Based on the configuration plan and steps initiated in the Define Stage and based on information provided by City Functional Leads, AST Consultants will configure the applications for the Sprints. The configuration efforts are progressive, and AST Consultants and their City counterparts can define the extent of the configuration and process flow demonstration needs An Application Configuration Document in an excel format will be created for each functional module, documenting all the configurations made. This is a living document and will be updated as and when new data is received and modified based on the results of the sprint and testing activities Gap-Fit Analysis A key component of Gap-Fit analysis in a Cloud implementation is the Fit-to-Standard approach. SaaS applications do not allow customization of the application code. Therefore, when a Gap is identified between the City’s requirement and Oracle Cloud standard functionality, it is important to determine and document how business processes will need to change to meet the end goal of the requirement in a non- custom manner. The AST project team will review all requirements and map them to Oracle Cloud functionality. Any gaps will be documented in the Requirements Traceability Matrix as a ‘Gap.’ Solution Options will be presented and discussed with the City in order to make final solution decisions for all gaps. The Gap Fit Analysis documentation consists of two components ▪Requirement Traceability Matrix (RTM): The RTM will be maintained to track the City’s business requirements (per requirements in the RFP) and process flow requirements through the various stages of the project. Requirements are captured in the document, and then as each activity occurs, additional information is captured, including gap/fit analysis, test script mapping, and others. The City will finalize the requirements for the Phase by the end of Sprint 1 which will enable the AST team to identify and solution for gaps and finalize the design by the end of Model stage. ▪Business Process Flow Diagrams - Visio process flows matching the future state Oracle Cloud business processes. Change Management & Training While designing solutions, organizational changes, process improvement, and re-engineering initiatives will be considered. The Change Management team will identify areas where process change will impact the City and proactively communicate these expected changes. Additionally, if resistance to change is identified that is impacting the project schedule or that will impact future system capabilities, the change management team will elevate these concerns utilizing resistance management techniques. Meanwhile, AST Training Lead will begin defining the necessary components of the training plan and working with the City to build out the curriculum and courses that will be delivered. Oracle Guided Learning will be introduced to the project team and functional leads will become involved in workshops to select guides that will assist end users in completing key tasks. Workflow Development A workflow is an automated process that sequentially passes a task from one user (or group of users) to another. After each assignee addresses the task (for example, by approving it), an end result is achieved. Oracle ERP Cloud Service leverages a standards-based workflow service to deliver a robust Workflow and Approvals engine that enables complex rules and routings. The Oracle Cloud solution does not allow customizations; therefore, only standard, seeded workflows will be deployed for the City. AST will assist the City with the configuration of these workflows to meet your specific organizational requirements. Reporting & Analytics AST’s approach for custom reporting includes training City users on the use of the standard delivered Oracle Reporting Tools to design and develop the required reports. Underlying the Oracle Cloud Service is an innovative reporting model that provides immediate access to all information. Oracle Transactional Packet Page. 1770 Statement of Work Proprietary & Confidential 106 Business Intelligence (OTBI) for ERP and ERP is a real-time, self-service reporting solution for Oracle Cloud Applications. Application Access Security Design AST will configure the built-in Oracle Application Access Security and assist the City in determining Application Roles and Responsibilities to be assigned to the end user community. The following is an overview of key tasks/activities of the stage: Table 14 Model Stage Key Activities Track Key Task / Activity Description AST Resources City Resources Oversee project activities and perform project management functions Manage Project Scope, Communications, Schedule, Issues, Resources, Quality. Project Management Executive Sponsor Project Management, Steering Committee, Executive Sponsors Maintain Project Schedule The schedule will be updated to reflect progress and completion of activities, resource allocations, and estimated task durations. Project Manager Project Manager Develop Application Security Document Identify Application Roles and Responsibilities. Project Manager/ Functional Leads Project Manager/ Team/Functional Leads Project Management Schedule Sprint Sessions Coordinate the scheduling of Sprint sessions to ensure proper SME representation. Project Manager Project Manager Sprint1/2 (Conference Room Pilot) Perform City-specific base/shell high level configuration of the Oracle application modules for the phase to: ▪Demonstrate Oracle’s standard flows with reference to the preliminary flows established. ▪Demonstrate standalone modules with limited cross module integration points with limited data. Sprint-1 would be a demo of high- level functionality to assist with solution design and not a working solution. All issues identified will be reviewed for consideration in the next round of Sprint. AST Functional Leads City Functional Leads, City Project Team Functional Workforce Structure Design Meetings will be held to review the current workforce structures and options for changes to components including Locations, Departments, Grades, Jobs, Positions, Unions and Bargaining Units, Contracts AST Functional Lead City Functional Leads, Budget Business Owners in relation to positions Packet Page. 1771 Statement of Work Proprietary & Confidential 107 Track Key Task / Activity Description AST Resources City Resources Conduct Fit/Gap Analysis The Gaps between the Oracle system functionality and the City business requirements will be identified, and options will be identified (e.g., manual work around, updated high level process flow). the City will select the option desired. Functional Leads City Functional Leads Provision ERP Application Environments Coordinate with Oracle to provision ERP environments required for sprints Tech Lead Tech Lead Conversion Design Data Conversion design would be one consolidated document per phase which will include design components, including: ▪Conversion Overview ▪Data Mapping Plan ▪Data Cleansing Plan ▪Data Extraction and transformation Tech Lead Tech Lead and Tech Staff Technical Interface Design One Interface design document per object will be created. It will define design components, including: ▪Description of components ▪Source and target Systems ▪Functional Setup Prerequisites including: Cross Module Dependency (If Any) Business Rules (If Any) High Level Process Flow ▪Technical Approach (Does not include pseudo code) ▪Application Column Mapping for Oracle applications Tech Lead Tech Lead and Tech Staff Deliver and Track Continuous Knowledge Transfer Program Ensure success criteria is being met and adjust plan as needed. Training Lead Training Lead Build Change Champion Network Launch Change Agents with representations from impacted departments. Change Management Lead Change Management Lead Change Mgt & Training Complete Communications, per plan Per the approved communication plan, publish communications and Change Management Lead Change Management Lead Packet Page. 1772 Statement of Work Proprietary & Confidential 108 Track Key Task / Activity Description AST Resources City Resources hold meetings as required to achieve objectives Define Training Plan Components Consider Training Needs Analysis, start plan for Training Schedule, Courses and Material Needed Training Lead Training Lead OGL Guide Selection Review base library and select guides necessary for phase 1 deployment. Review guide content to estimate necessary changes based on system design and business processes. Training Lead Training Lead Stage 3 – Verify The goal of the Verify stage is to validate that the Oracle Cloud ERP solution for the specific phase will meet the City’s business functional requirements. The testing focus will be towards validating business flows and requirements that map to the City’s business needs rather than on standard capabilities provided by the Oracle Cloud ERP. The testing events include unstructured unit testing by the AST Project team members, structured System Integration Testing (SIT), and User Acceptance Testing (UAT). The Project Management Office will track the progress of the testing events. The AST technical team will coordinate with Oracle to provide the testing environment, and AST functional leads will configure the applications. Change Management & Training As the project completes various stages of testing, the AST Training Lead will begin working with functional SMEs to compile the necessary training materials for each module. End users training will begin in the later part of this phase once an environment is stable for training activities. Ongoing knowledge transfer sessions will also begin including hands on activities that simultaneously support the training environment data requirements. OGL guides will be developed and tested as well as incorporated into training sessions where relevant. Change Management will be focused on ensuring communications are delivered and assessing the organization readiness for go live. Table 15 Verify Stage Key Activities Track Key Task / Activity Description AST Resources City Resources Oversee project activities and perform project management functions Manage Project Scope, Communications, Schedule, Issues, Resources, Quality. Project Management Executive Sponsor Project Management, Steering Committee, Executive SponsorsProject Management Maintain Project Schedule The schedule will be updated to reflect progress and completion of activities, resource allocations, and estimated task durations. Project Manager Project Manager Packet Page. 1773 Statement of Work Proprietary & Confidential 109 Track Key Task / Activity Description AST Resources City Resources Develop Application Security Document Identify Application Roles and Responsibilities. Project Manager/ Functional Leads Project Manager/ Team/Functional Leads Monitor Custom Development Completion Project Management will track the progress toward completion of the scoped development objects and the progress through design, build, and unit test. Project Manager Project Manager Unit Testing of application Modifications, Interfaces, Conversions, and Data Warehouse Project team members will assist in unit testing by providing informal test scenarios and by validating module-based results Functional Leads/ Tech Staff Functional Leads/ Tech Staff Perform Unit Testing of scoped Custom Objects Unit test custom objects with sample data before migrating to System Integration Testing Tech Staff Tech Staff Configure the Budgeting data model, Set up FDMEE interface (Phase 5 only) Configuring and setting up the Hyperion Planning application. Functional Leads/ Tech Staff Functional Leads/ Tech Staff Identify Final Test Scenarios Provide real life examples linked to end user requirements for use in the SIT and UAT testing cycles Functional Leads Functional Leads Create Test Scripts Create test scripts as per testing strategy/plan based on scenarios. In order to ensure completeness, AST shall provide templates and City staff will develop them. Test Scripts are to be based on process flows and shall be consolidated (under 100 per Oracle business application area) to be able to be executed as per the testing schedule. Functional Leads Functional Leads Functional Configure System Integration Testing Environment The system integration environment will be configured with the module specific application configuration (design). Functional Leads Functional Leads Change Mgt & Training Deliver and Track Continuous Knowledge Transfer Program Ensure success criteria is being met and adjust plan as needed. Training Lead Training Lead Packet Page. 1774 Statement of Work Proprietary & Confidential 110 Track Key Task / Activity Description AST Resources City Resources Complete Communications, per plan Per the approved communication plan, publish communications and hold meetings as required to achieve objectives Change Management Lead Change Management Lead Develop Training Material Develop various training materials including end user training and knowledge transfer topics. Functional Leads/Training Lead Functional Leads/Training Lead Schedule & Start Delivery of Training Develop training delivery plan and communicate pan to the organization. Start delivery, where needed. Training Lead Training Lead OGL Development With a stable environment from SIT, begin development on selected guides to align with the City environment. Training Lead Training Lead OGL Testing With a successful UAT for Functional tests, perform UAT using OGL Guides to complete similar tasks Training Lead Training Lead, Functional Leads Stage 4 — Deploy The goal of the Deploy Stage is to plan and execute the production migration of the Oracle Cloud ERP application modules included in that phase. AST shall lead the task of documenting a production cutover plan. AST and the City will co-lead the management/execution of the cutover plan. The successful execution of the cutover plan will result in the configuration of the ERP applications and migration of any custom components into the production environment, and final data conversion. City staff will assist with these tasks and take the lead in performing final system validation with AST guidance before Production Go-Live. the City shall also ensure that all the stakeholders are informed of the production cutover. The City project management team members will authorize the go-live based on mutually agreed upon and documented criteria. AST will assist City team members in production support for the designated period following Go Live. The following is an overview of key tasks/activities of the stage: Table 16 Deploy Stage Key Activities Track Key Task / Activity Description AST Resources City Resources Oversee project activities and perform project management functions Manage Project Scope, Communications, Schedule, Issues, Resources, Quality. Project Management Executive Sponsor Project Management, Steering Committee, Executive Sponsors Project Management Maintain Project Schedule The schedule will be updated to reflect progress and completion of activities, Project Manager Project Manager Packet Page. 1775 Statement of Work Proprietary & Confidential 111 Track Key Task / Activity Description AST Resources City Resources resource allocations, and estimated task durations. Develop and Monitor Production Cutover Plan A production cutover plan will be developed to identify the sequence of activities required to migrate from the Legacy application to the Oracle system. Periodic meetings will be held to track progress to the plan through Go Live. Project Manager Project Manager Establish Post Go- Live Support Plan for the transition to the Oracle applications by establishing Post Go- Live Support and procedures Project Management Project Management Make Go-No Go Decision Review status of testing and preparedness of the applications and the organization to Go-Live. A decision is required from the City to proceed with go-live Project Management Project Management, Steering Committee, Executive Sponsor Perform Production Cutover Activities Perform production cutover activities including configuration, data load and other tasks. Assist in verification of production conversion. Functional Leads Functional Leads/ Business SMEsFunctional Post-Production Support Support functional activities post Go Live as required by the City Functional Leads Functional Leads/ Help Desk Migrate Custom Objects to production Migrate approved custom objects to production environment DBA/Tech Staff DBA/Tech Staff Support Cutover Activities Support cutover activities. Assist in verification of production conversion Tech Staff Sys Admin/Tech StaffTechnical Provide Post- Production Support Support functional activities post Go Live as required by the City Tech Staff Sys Admin/Tech Staff Provide Internal Go- Live Communications As part of cutover planning, define key cutover communications for departmental and end user personnel. Distribute communications per the cutover plan Project Management Change Management Lead/Project ManagementChange Mgt & Training Provide External Go- Live Communications Plan for communications to City external stakeholders (Vendors, Customers etc.) Change Management Lead/Project Management Change Management Lead/Project Management Packet Page. 1776 Statement of Work Proprietary & Confidential 112 Track Key Task / Activity Description AST Resources City Resources regarding the new functionality provided Plan for post go liver Training and Communications Develop a plan for support communications and refresher courses, if needed, during post go live support Change Lead Training Lead Change Lead Training Lead Conduct Training Training Leads will conduct end user training sessions Functional Leads Functional Leads/ Trainers OGL Production Cutover Enable phase 1 approved OGL Guides for users in Production environment Training Lead Training Lead OGL Post-Production Support Monitor OGL usage, search terms, guide completion. Identify application pain points and remediate with new guides or additional communications as needed Training Lead Training Lead Packet Page. 1777 Statement of Work Proprietary & Confidential 113 Appendix 8 – Requirements Traceability Matrix Please reference the following attached documents: ▪AST_San Bernardino ERP - RFP F-23-70 Appendix A1 Finance Mgt 2023-09-12a.xlsx (https://astportal.sharepoint.com/:x:/s/Proposals/EQ4H5FaXBH5Fm3PFhtlZJHIBH0YjaHKh4005S ndaw33OTQ?e=sOkt5l) ▪AST_San Bernardino ERP - RFP F-23-70 Appendix A2 People Mgt 2023-09-12a.xlsx (https://astportal.sharepoint.com/:x:/s/Proposals/EcX0mI9tJLFJnz7gIH2DeZ8B_DosqZz2cFViRa9 XlerS4Q?e=Jdn2KZ) ▪AST_San Bernardino ERP - RFP F-23-70 Appendix A3 Other 2023-09-12a.xlsx (https://astportal.sharepoint.com/:x:/s/Proposals/EZ_0Apr8X3tOoHak18_QsyUBb5w4baK9q- ovuAQvzPdNSg?e=Q0I9Lz) Packet Page. 1778 Oracle Ordering Document Page 1 Version 1.0 Oracle Software Ordering Document Partner Name:Applications Software Technology LLC Partner AP Contact:Accounts Payable Phone:630-778-1180 Address:4343 Commerce Ct, Ste 701 Email Address:ap@astcorporation.com City:Lisle Fax Number:630-778-1179 State/Providence:IL Postal Code:60532 End User Name:City of San Bernardino End User Technical Contact:Jeannie Fortune Address:300 North D Street Phone:(909) 384-5345 City:San Bernardino Fax: State/Providence:CA End User Contact Email Address:fortune_je@sbcity.org Postal Code:92418 A. Programs and Program Related Service Offerings The following programs (“Oracle Software”) are for use by the City of San Bernardino as the end user (“End User”). New Subscription Services Period: 60 months Part Number Product Metric Quantity B85800 Oracle Fusion Human Capital Management Base Cloud Service Hosted Employee 1000 B87388 Oracle Fusion Human Resource Help Desk Cloud Service Hosted Employee 1000 B89482 Oracle Fusion Workforce Health and Safety Incidents Cloud Service Hosted Employee 1000 B95499 Oracle Fusion HCM Communicate Cloud Service Hosted Employee 1000 B94925 Oracle Fusion Talent Management Cloud Service Hosted Named User 1000 B95573 Oracle Fusion Touchpoints Cloud Service Hosted Named User 1000 B94933 Oracle Fusion Workforce Compensation Cloud Service Hosted Employee 1000 B86334 Oracle Fusion Payroll Cloud Service for United States Hosted Employee 1000 B75365 Oracle Fusion Time and Labor Cloud Service Hosted Named User 1000 B84490 Oracle Additional Test Environment for Oracle Fusion Cloud Service Each 1 B84490 Oracle Additional Test Environment for Oracle Fusion Cloud Service Each 1 B87365 Oracle HIPAA Advanced Security for Fusion SaaS in the Oracle Public Cloud Each 1 B85242 Oracle Fusion Learning Cloud Service Hosted Named User 1000 B95657 Oracle Fusion Learning Connect Cloud Service Hosted Named User 1000 Packet Page. 1779 Oracle Ordering Document Page 2 Version 1.0 B91074 Oracle Enterprise Performance Management Enterprise Cloud Service Hosted Named User 45 B91077 Oracle Additional Application for Oracle Enterprise Performance Management Enterprise Cloud Service Hosted Environment 4 B91939 Oracle Digital Assistant Platform for SaaS Hosted Employee 1000 B91084 Oracle Fusion Enterprise Resource Planning Cloud Service Hosted Employee 1000 B91086 Oracle Fusion Procurement Cloud Service Hosted Employee 1000 B86841 Oracle Fusion Document Recognition Cloud Service Hosted Employee 1000 B. TERMS FOR ORDERED CLOUD SERVICES 1. Oracle Contract Information This Oracle Software Ordering Document (“Ordering Document”) incorporates by reference the terms of the Oracle Public Sector Agreement for Oracle Cloud Services (“End User Agreement”) listed below: End User Cloud Services Agreement: Oracle Public Sector Agreement for Oracle Cloud Service - Agreement No.: US-CSA-CPQ-3234002. 2. Ordered Cloud Services You have ordered the Oracle Cloud Services described in the table above located in Section A. 3. Fees Your payment frequency shall be annual in advance. All fees payable are due as per the due date on the invoice. Once placed, the order is non-cancelable and the sums paid are nonrefundable, except as otherwise provided herein. Except for an event of non-appropriation as described in section C 1 below, termination shall be governed by the terms in End User Agreement between Oracle and the End User. 4. Offer Validity This Ordering Document is valid through – 30-NOV-2024 5. Data Center Region The service environment (as defined in the End User Agreement) will reside in the data center region of "North America", which for purposes of this Ordering Document means the United States. Packet Page. 1780 Oracle Ordering Document Page 3 Version 1.0 6. Price Hold for Cloud Services During the service period, you may order additional quantities of the cloud services acquired under this Ordering Document specified in Exhibit A – Software Pricing Details. This price hold does not apply to Eloqua Marketing Platform Cloud Service, or to any renewals or extensions of the cloud services ordered under this Ordering Document, cloud services ordered pursuant to a separate Oracle discount or promotion, or to any cloud services other than those listed in the initial purchase under this Ordering Document. C. ADDITIONAL TERMS 1. Non-Appropriation In the event funds are not appropriated for a new fiscal year period (“Non- Appropriation”), You may terminate this order immediately without penalty or expense upon written notice to the reseller and to Oracle; provided, however, that: (a) for each of the whole or partial 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each whole or partial 12-month purchase order shall signify to Oracle that all funds for the given whole or partial 12-month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's and the reseller's receipt of Your notice of non-appropriation." 2. No Auto-Renewal Notwithstanding any statement to the contrary, You expressly agree that the services acquired under this Ordering Document will not automatically renew. 3. Option Years At the end of the initial 60-month subscription period, You shall have an option to renew your subscription for the same services listed in section A, at the same usage limits for five (5) additional 12-month renewal period at a 2% uplift. Professional Services are not included in the Option Periods. •Option Year 1 (2029-2030) – 1.02 •Option Year 2 (2030 – 2031) – 1.02 •Option Year 3 (2031-2032) - 1.02 •Option Year 4 (2032-2033) - 1.02 •Option Year 5 (2033-2034) - 1.02 You must provide a minimum of 30 days notice prior to the expiration of a service term of your intent to exercise an Option Period and execute an order for the new option period prior to the expiration date of the existing service period. The Cloud Services listed above may not be renewed at the option year pricing listed above if: (i) Oracle is no longer making such Cloud Services generally available to customers, or (ii) You are Packet Page. 1781 Oracle Ordering Document Page 4 Version 1.0 seeking to cancel or reduce the number of user licenses of the Cloud Services outlined in this Ordering Document. 4. Business Associate Agreement You must enter into the Business Associate Agreement (the “BAA”) attached as Exhibit to this order. So long as You maintain a license to Part B87365 - Oracle HIPAA Advanced Security for Fusion SaaS in the Oracle Public Cloud, the Cloud Services will be covered by Oracle's HIPAA assessment and the BAA applies to such Cloud Services. If You want to terminate Your license to B87365 - Oracle HIPAA Advanced Security for Fusion SaaS in the Oracle Public Cloud, You must provide written confirmation that Your Content in the Cloud Services contains no Protected Health Information. Upon providing such confirmation, You acknowledge that the BAA will be deemed terminated and the Cloud Services will no longer be covered by Oracle's HIPAA assessment. 5. End User Agreement Notwithstanding anything to the contrary in the partner agreement, upon request from Oracle, you agree to submit to Oracle a signed copy of the end user agreement related to this order and any ordering documents, purchase agreements and other documents between you and the end user that together with the end user agreement form the complete end user contract related to this order and include the terms and conditions set forth below. D. Other 1. Order of Precedence: In the event of inconsistencies between the terms contained in this Ordering Document and the End User agreement referenced above this Ordering Document will control over conflicting terms. 2. Entire Agreement You acknowledge that your actions of completing this form and submitting it electronically constitute your execution of this Ordering Document and End User Agreement to its terms. You agree that the End User Agreement referenced in this Ordering Document constitute the entire agreement between you, and Oracle with regard to the subject matter herein and as such, no other preprinted, non-negotiated or other terms and conditions on any document provided by You (e.g., on a purchase order or elsewhere) shall apply. The signature below affirms your commitment to pay for the cloud services ordered in accordance with the terms of this Ordering Document. Packet Page. 1782 Oracle Ordering Document Page 5 Version 1.0 IN WITNESS WHEREOF, the parties hereto have caused this Ordering Document to be executed and delivered by their respective, duly authorized representatives. City of San Bernardino Applications Software Technology LLC 300 North D Street 4343 Commerce Court, Suite 701 San Bernardino, CA 92418 Lisle, IL 60532 By: ___________________________________ By: ________________________________ (Signature) (Signature) Name: ________________________________ Name: _____________________________ Title: _________________________________ Title: _______________________________ Date: _________________________________ Date: ______________________________ Packet Page. 1783 Oracle Software Ordering Document Page 1 Version 2.0 Software Ordering Document Partner Name: Applications Software Technology LLC Partner Contact: Accounts Payable Phone: (630) 778-1180 Address: 4343 Commerce St Suite 701 Email Address: ap@astcorporation.com City: Lisle Fax Number: State/Providence: IL Postal Code: 60532 Country: USA End User Name: City of San Bernardino End User Technical Contact: Jeannie Fortune Address: 300 North D Street Phone: (909) 384-5345 City: San Bernardino Fax: - State/Providence: CA End User Contact Email Address: fortune_je@sbcity.org. Postal Code: 92418 A. Programs and Program Related Service Offerings The following Oracle PaaS and IaaS Universal Credits are to be purchased for use by the City of San Bernardino as the end user (“End User”). New Subscription Service Period: 12 months Cloud Services Data Center Region Credit Period Quantity Term Funded Allocation Value B88206 - Oracle PaaS and IaaS Universal Credits Customer Selected Annual 21576 12 mo $21,576 B. TERMS FOR ORDERED CLOUD SERVICES 1. Ordered Cloud Services You have ordered the Oracle Cloud Services described in the table above in Section A. 2. Oracle Contract Information This Ordering Document incorporates by reference the terms of the End User Agreement listed below. End User Cloud Services Agreement: Oracle Public Sector Agreement for Oracle Cloud Service – Agreement No. US-CSA-CPQ-3234002. Packet Page. 1784 Oracle Software Ordering Document Page 2 Version 2.0 3. Summary of Fees Cloud Services Payment Frequency: Your payment frequency is monthly in arrears as described in the service specifications. The service specifications applicable to the cloud services and the consulting/professional services ordered may be accessed at www.oracle.com/contracts Cloud Services Overage Bill To: In the event of an overage as described in the service descriptions, the reseller shall be invoiced for such overage(s)and those charges will be passed on to you. 4. Offer Validity This order is valid through 30-NOV-2024. 5. Data Center Region Availability Platform and data center region availability information for Oracle Platform as a Service (PaaS) Cloud Services and for Oracle Infrastructure as a Service (IaaS) Cloud Services is provided on the Oracle Cloud Portal at https://cloud.oracle.com/data-regions. C. Annual Universal Credit and Additional Fees for Any Increased Usage/Capacity 1. Usage and Capacity As described in the Oracle PaaS and IaaS Universal Credits - Service Descriptions document available at http://www.oracle.com/contracts, the following terms apply to your Oracle PaaS and IaaS Universal Credits. Oracle allows You the flexibility to commit an amount to Oracle (as specified in the "Credit Quantity" table in Your order, the "Annual Universal Credit") to be applied towards the future usage of eligible Oracle IaaS and PaaS Cloud Services specified in the rate card attached to Your order or as seen in the Cloud Portal, provided such Cloud Services are available in production release when ordered, at the fees specified in the rate card. The total Annual Universal Credits acquired under Your order (the "Total Credit Value") and the applicable Services Period for those credits will be as specified in Your order. An Annual Universal Credit amount must be used within its applicable yearly Credit Period during the Services Period and will expire at the end of that yearly Credit Period; any unused amounts are non- refundable and are forfeited at that time. The balance of the Total Credit Value will be decremented on a monthly basis reflecting Your actual usage for the prior month at the rates for each activated Oracle IaaS and PaaS Cloud Service as defined in Your order. 2. Overage If at the end of any month during the Services Period, You have exceeded the applicable Annual Universal Credit amount, Oracle will invoice You for the excess usage of the Oracle IaaS and PaaS Cloud Packet Page. 1785 Oracle Software Ordering Document Page 3 Version 2.0 Service at the Overage Unit Net Price specified in the rate card of Your order or as seen in the Cloud Portal. Oracle will send invoices for the additional usage to You at the Billing Contact provided to Oracle by the Oracle Partner; You are responsible for all additional usage fees and such fees shall be payable to Oracle as stated in the applicable Oracle invoice. If You placed Your order for Annual Universal Credits through an Oracle Partner and the corresponding order between Oracle and the Oracle Partner provides that the Oracle Partner will be invoiced by Oracle for Your excess usage as described in the above paragraph, then You acknowledge that the Oracle Partner will receive information about, and will invoice You for, Your excess usage. You shall ensure that Your order with the Oracle Partner indicates whether You agreed to be invoiced by Oracle for Your excess usage in this manner. You may set quotas, alerts and use other monitoring tools within the Cloud Portal to assist You in managing and tracking Your usage. 3. Additional Services If Oracle adds additional service offerings to the list of eligible Oracle IaaS and PaaS Cloud Services within your Cloud Services Account during the service period, you may activate and use those service offerings and the discount will be applied based on the Cloud Service category discount specified in the Rate Card attached to your order or as seen in the Cloud Portal. The development, release, and timing of any future features, functionality or service offerings remains at the sole discretion of Oracle Corporation. 4. Replenishment of Account at End of Services Period. At the end of Your Services Period, Oracle will convert Your Cloud Services Account to Pay as You Go ("PAYG Conversion") unless You replenish Your Annual Universal Credit amount, and you will be charged by Oracle for the actual usage of all services that you activate and/or have activated within your Cloud Services Account based on Oracle's then-current price list for such services, which can be found at https://cloud.oracle.com/en_US/ucpricing. Upon replenishment of Your Cloud Services Account, You will no longer be charged the Pay as You Go rate, and Your use of eligible Oracle IaaS and PaaS Cloud Services will be charged at the Unit Net Price specified in the rate card attached to Your order (via a New Order (as defined below) or a modification to your existing order) or as seen in the Cloud Portal. Upon the PAYG Conversion, You will be deemed to have a direct order with Oracle for the Cloud Services, subject to the terms of a valid master agreement with Oracle, or if such agreement has expired or was not entered into directly with Oracle, the then-current terms of Oracle's Cloud Services Agreement available for the country in which You are incorporated (or if Oracle's invoice indicates a different Oracle entity, the country in which such Oracle entity is incorporated). Roving Edge Parts. Roving Edge Infrastructure parts are limited-availability parts. This order is not eligible for any Roving Edge Infrastructure products or services, even if a Roving Edge part number is specified in the Rate Card of this order or seen in the Cloud Portal. Packet Page. 1786 Oracle Software Ordering Document Page 4 Version 2.0 5. No Auto-Renewal Notwithstanding any statement to the contrary, services ordered under this Ordering Document will not automatically renew. 6. End User Agreement Notwithstanding anything to the contrary in the partner agreement, upon request from Oracle, you agree to submit to Oracle a signed copy of the end user agreement related to this order and any ordering documents, purchase agreements and other documents between you and the end user that together with the end user agreement form the complete end user contract related to this order and include the terms and conditions set forth below. D. Other 1. Order of Precedence In the event of inconsistencies between the terms contained in this Ordering Document and the End User agreement referenced above this Ordering Document will control over conflicting terms. 2. Entire Agreement You acknowledge that your actions of completing this End User Agreement and submitting it constitute your execution of this Ordering Document and End User Agreement to its terms. You agree that the End User Agreement and this Ordering Document constitute the entire agreement between you and Oracle with regard to the subject matter herein and as such, no other preprinted, non-negotiated or other terms and conditions on any document provided shall apply. The signature below affirms your commitment to pay for the cloud services ordered in accordance with the terms of this Ordering Document. End of Page – Signature page to follow Packet Page. 1787 Oracle Software Ordering Document Page 5 Version 2.0 IN WITNESS WHEREOF, the parties hereto have caused this Ordering Document to be executed and delivered by their respective, duly authorized representatives. By: __________________________________ By: ________________________________ (Signature) (Signature) Name: ________________________________ Name: _______________________________ Title: _________________________________ Title: ________________________________ Date: ________________________________ Date: _______________________________ City of San Bernardino 300 North D Street San Bernardino, CA 92418 32303 Applications Software Technology LLC 4343 Commerce St Suite 701 Lisle, IL 60532 60532 Packet Page. 1788 Rate Card Pricing for IaaS/PaaS Public Cloud Services B88206 - Oracle PaaS and IaaS Universal Credits Cloud Service Category Discounts Cloud Service Category Discount % Management Cloud Service 0 Application Development Cloud Service 0 Big Data Cloud Service 0 Content Management Cloud Service 0 Analytics Cloud Service 0 Storage Cloud Service 0 Enterprise Integration Cloud Service 0 Security and Identity Management Cloud Service 0 Data Integration Cloud Service 0 Compute Cloud Service 0 Network Cloud Service 0 Data Management Cloud Service 0 Not Discount Eligible 0 Usage Item Description Metric Overage Net Unit Price Management Cloud Service B92809 - Oracle Cloud Infrastructure Logging Analytics-Archival Storage Logging Analytics Storage Unit Per Hour 0.02 B92888 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic OCPU Per Hour 0.00 B92889 - Oracle Cloud Infrastructure Ops Insights for Cloud Databases OCPU Per Hour 0.015 B92890 - Oracle Cloud Infrastructure Ops Insights for External Oracle Databases and Host Host CPU Core Per Hour 0.015 B92940 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data-Free 1,000 Events Per Hour 0.00 B92941 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data 100,000 Events Per Hour 0.65 B92942 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Synthetic Usage 10 Monitor Runs Per Hour 0.02 B93082 - Oracle Cloud Infrastructure-Database Management- External DB BYOL Host CPU Core Per Hour 0.025 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 2 of 38 Packet Page. 1789 Usage Item Description Metric Overage Net Unit Price B93083 - Oracle Cloud Infrastructure-Database Management- External DB Host CPU Core Per Hour 0.05 B93426 - Oracle Cloud Infrastructure-Database Management- Cloud Databases OCPU Per Hour 0.05 B93705 - Oracle Cloud Infrastructure Ops Insights for Warehouse-Extract Gigabyte Per Month 2.00 B93706 - Oracle Cloud Infrastructure Ops Insights for Warehouse-Instance OCPU Per Hour 0.5377 B95634 - Oracle Cloud Infrastructure Logging Analytics-Active Storage Logging Analytics Storage Unit Per Month 0 - 35 372.00 Logging Analytics Storage Unit Per Month 35 - 103 260.4 Logging Analytics Storage Unit Per Month 103 - 999999999999999 223.2 B96199 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic ECPU Per Hour 0.00 B96200 - Oracle Cloud Infrastructure-Database Management- Autonomous Databases-ECPU ECPU Per Hour 0.025 B96629 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Synthetic Usage-Free 10 Monitor Runs Per Hour 0.00 B97140 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Full ECPU Per Hour 0.0075 B99259 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Stack Monitoring-Enterprise Edition 10 Monitored Resources Per Hour 0.38 Application Development Cloud Service B108130 - Oracle Backend for Spring Boot and Microservices- Standard Edition-Marketplace Each 0.00 B88287 - Oracle Java Cloud Service-Enterprise OCPU Per Hour 0.3097 B88288 - Oracle Java Cloud Service-Standard OCPU Per Hour 0.3097 B88289 - Oracle Java Cloud Service-High Performance OCPU Per Hour 0.7742 B88399 - Oracle Java Cloud Service-Enterprise-BYOL OCPU Per Hour 0.1935 B88400 - Oracle Java Cloud Service-High Performance-BYOL CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 3 of 38 Packet Page. 1790 Usage Item Description Metric Overage Net Unit Price OCPU Per Hour 0.1935 B88844 - Oracle Java Cloud Service-Standard-BYOL OCPU Per Hour 0.1935 B89646 - Oracle Visual Builder OCPU Per Hour 1.2365 B90203 - Oracle Visual Builder Studio-Additional Storage Gigabyte Storage Capacity Per Month 1.6 B90260 - Oracle Digital Assistant Cloud Service Request 0.0232 B90304 - Oracle Mobile Hub Cloud Service Request 0.0028 B91346 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure OCPU Per Hour 0.2581 B91347 - Oracle WebLogic Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.4646 B92302 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Standard OCPU Per Hour 0.215 B92303 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Enterprise OCPU Per Hour 0.4301 B92304 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Storage Terabyte Storage Capacity Per Month 70.4 B92305 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Enterprise-BYOL OCPU Per Hour 0.3226 B92913 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure Container Engine for Kubernetes OCPU Per Hour 0.2581 B92914 - Oracle WebLogic Server Suite for Oracle Cloud Infrastructure Container Engine for Kubernetes OCPU Per Hour 0.4646 B96582 - Oracle Tuxedo for Oracle Cloud Infrastructure OCPU Per Hour 0.5433 B96583 - Oracle Tuxedo Enterprise Edition for Oracle Cloud Infrastructure OCPU Per Hour 0.8149 B96584 - Oracle Tuxedo Mainframe Modernization Runtimes for Oracle Cloud Infrastructure OCPU Per Hour 1.0866 Big Data Cloud Service B108080 - Oracle Cloud Infrastructure Generative AI-Large Meta 10,000 Transactions 0.015 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 4 of 38 Packet Page. 1791 Usage Item Description Metric Overage Net Unit Price B108085 - Oracle Cloud Infrastructure Generative AI-Large Meta-Dedicated AI Unit Per Hour 12.00 B108711 - Oracle Cloud Infrastructure-Language-Dedicated Inferencing-Healthcare Inferencing Unit Hour 20.00 B93423 - Oracle Cloud AI Services-Language-Pre-trained Inferencing 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 0.25 B93555 - Oracle Big Data Service OCPU Per Hour 0.015 B94282 - Oracle Cloud Infrastructure-Data Labeling Annotated Data Record 0 - 1000 0.00 Annotated Data Record 1000 - 999999999999999 0.0002 B94896 - Oracle Cloud Infrastructure-Speech Transcription Hour 0 - 5 0.00 Transcription Hour 5 - 999999999999999 0.5 B94973 - Oracle Cloud Infrastructure-Vision-Image Analysis 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 0.25 B94974 - Oracle Cloud Infrastructure-Vision-OCR 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 1.00 B94977 - Oracle Cloud Infrastructure-Vision-Custom Training Training Hour 0 - 15 0.00 Training Hour 15 - 999999999999999 1.5 B95917 - Oracle Cloud Infrastructure-Language-Custom Inferencing 1000 Transactions 3.5 B95918 - Oracle Cloud Infrastructure-Language-Custom Inferencing-Dedicated Inferencing Unit Hour 0 - 15 0.00 Inferencing Unit Hour 15 - 999999999999999 1.5 B95919 - Oracle Cloud Infrastructure-Language-Custom Training Training Hour 0 - 15 0.00 Training Hour 15 - 999999999999999 1.5 B95920 - Oracle Cloud Infrastructure-Language-Text Translation 1000 Transactions 0 - 1 0.00 1000 Transactions 1 - 999999999999999 10.00 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 5 of 38 Packet Page. 1792 Usage Item Description Metric Overage Net Unit Price B96110 - Oracle Cloud Infrastructure-Document Understanding- OCR 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 1.00 B96111 - Oracle Cloud Infrastructure-Document Understanding- Document Properties 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 0.25 B96112 - Oracle Cloud Infrastructure-Document Understanding- Document Extraction 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 10.00 B96113 - Oracle Cloud Infrastructure-Document Understanding- Custom Training Training Hour 0 - 15 0.00 Training Hour 15 - 999999999999999 1.5 B97193 - Oracle Cloud Infrastructure-Document Understanding- Custom Document Properties 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 1.5 B97194 - Oracle Cloud Infrastructure-Document Understanding- Custom Document Extraction 1,000 Transactions 0 - 5 0.00 1,000 Transactions 5 - 999999999999999 30.00 Content Management Cloud Service B108776 - WebCenter Imaging For Oracle Cloud Infrastructure OCPU Per Hour 0.6394 B108777 - WebCenter Enterprise Capture For Oracle Cloud Infrastructure OCPU Per Hour 0.417 B108778 - WebCenter Enterprise Capture Standard Edition For Oracle Cloud Infrastructure OCPU Per Hour 0.2085 B108779 - WebCenter Sites For Oracle Cloud Infrastructure OCPU Per Hour 0.695 B108780 - WebCenter Sites Satellite Server For Oracle Cloud Infrastructure OCPU Per Hour 0.1738 B108781 - WebCenter Portal For Oracle Cloud Infrastructure OCPU Per Hour 0.8688 B108782 - WebCenter Forms Recognition For Oracle Cloud Infrastructure OCPU Per Hour 0.695 B108783 - WebCenter Content For Oracle Cloud Infrastructure CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 6 of 38 Packet Page. 1793 Usage Item Description Metric Overage Net Unit Price OCPU Per Hour 1.1989 B108784 - WebCenter Universal Content Management For Oracle Cloud Infrastructure OCPU Per Hour 0.7993 B89969 - Oracle Content and Experience Cloud Service- Standard Active User Per Hour 0.15 B89970 - Oracle Content and Experience Cloud Service- Enterprise Active User Per Hour 0.45 B89971 - Oracle Content and Experience Cloud Service-Visitor Active User Per Hour 0.0101 B91210 - Oracle Content Management 5,000 Assets Per Month 0 - 1 640.00 5,000 Assets Per Month 1 - 3 640.00 5,000 Assets Per Month 3 - 100 172.00 5,000 Assets Per Month 100 - 999999999999999 32.00 B91211 - Oracle Content Management-Outbound Data Transfer Gigabyte Outbound Data Transfer Per Month 0.04 B92637 - Oracle Content Management-BYOL 5000 Assets Per Month 0 - 10 120.00 5000 Assets Per Month 10 - 200 60.00 5000 Assets Per Month 200 - 10000 30.00 5000 Assets Per Month 10000 - 999999999 3.6 B93411 - Oracle Content Management-Starter Edition 5000 Assets Per Month 0 - 1 0.00 5000 Assets Per Month 1 - 3 75.00 5000 Assets Per Month 3 - 999999999999999 400.00 B95279 - Media Services-Media Flow-Standard-H264-SD-Below 30fps Minute of Output Media Content 0.001 B95280 - Media Services-Media Flow-Standard-H264-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.002 B95281 - Media Services-Media Flow-Standard-H264-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.003 B95282 - Media Services-Media Flow-Standard-H264-HD- Below 30fps Minute of Output Media Content 0.003 B95283 - Media Services-Media Flow-Standard-H264-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.004 B95284 - Media Services-Media Flow-Standard-H264-HD- Above 60fps and Below 120fps CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 7 of 38 Packet Page. 1794 Usage Item Description Metric Overage Net Unit Price Minute of Output Media Content 0.01 B95285 - Media Services-Media Flow-Standard-H264-4k-Below 30fps Minute of Output Media Content 0.015 B95286 - Media Services-Media Flow-Standard-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.018 B95287 - Media Services-Media Flow-Standard-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.036 B95288 - Media Services-Media Flow-Standard-VP8-SD-Below 30fps Minute of Output Media Content 0.003 B95289 - Media Services-Media Flow-Standard-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.004 B95290 - Media Services-Media Flow-Standard-VP8-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.007 B95291 - Media Services-Media Flow-Standard-VP8-HD-Below 30fps Minute of Output Media Content 0.008 B95292 - Media Services-Media Flow-Standard-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.01 B95293 - Media Services-Media Flow-Standard-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.015 B95294 - Media Services-Media Flow-Standard-VP8-4k-Below 30fps Minute of Output Media Content 0.036 B95295 - Media Services-Media Flow-Standard-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.04 B95296 - Media Services-Media Flow-Standard-VP8-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.05 B95297 - Media Services-Media Flow-Standard-H265VP9-SD- Below 30fps Minute of Output Media Content 0.005 B95298 - Media Services-Media Flow-Standard-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.007 B95299 - Media Services-Media Flow-Standard-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.012 B95300 - Media Services-Media Flow-Standard-H265VP9-HD- Below 30fps Minute of Output Media Content 0.01 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 8 of 38 Packet Page. 1795 Usage Item Description Metric Overage Net Unit Price B95301 - Media Services-Media Flow-Standard-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.02 B95302 - Media Services-Media Flow-Standard-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.03 B95303 - Media Services-Media Flow-Standard-H265VP9-4k- Below 30fps Minute of Output Media Content 0.026 B95304 - Media Services-Media Flow-Standard-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.05 B95305 - Media Services-Media Flow-Standard-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.063 B95306 - Media Services-Media Flow-Speed-H264-SD-Below 30fps Minute of Output Media Content 0.002 B95307 - Media Services-Media Flow-Speed-H264-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.003 B95308 - Media Services-Media Flow-Speed-H264-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.004 B95309 - Media Services-Media Flow-Speed-H264-HD-Below 30fps Minute of Output Media Content 0.004 B95310 - Media Services-Media Flow-Speed-H264-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.005 B95311 - Media Services-Media Flow-Speed-H264-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.012 B95312 - Media Services-Media Flow-Speed-H264-4k-Below 30fps Minute of Output Media Content 0.018 B95313 - Media Services-Media Flow-Speed-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.02 B95314 - Media Services-Media Flow-Speed-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.04 B95315 - Media Services-Media Flow-Speed-VP8-SD-Below 30fps Minute of Output Media Content 0.005 B95316 - Media Services-Media Flow-Speed-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.006 B95317 - Media Services-Media Flow-Speed-VP8-SD-Above 60fps and Below 120fps CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 9 of 38 Packet Page. 1796 Usage Item Description Metric Overage Net Unit Price Minute of Output Media Content 0.008 B95318 - Media Services-Media Flow-Speed-VP8-HD-Below 30fps Minute of Output Media Content 0.012 B95319 - Media Services-Media Flow-Speed-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.015 B95320 - Media Services-Media Flow-Speed-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.018 B95321 - Media Services-Media Flow-Speed-VP8-4k-Below 30fps Minute of Output Media Content 0.048 B95322 - Media Services-Media Flow-Speed-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.05 B95323 - Media Services-Media Flow-Speed-VP8-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.06 B95324 - Media Services-Media Flow-Speed-H265VP9-SD- Below 30fps Minute of Output Media Content 0.006 B95325 - Media Services-Media Flow-Speed-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.008 B95326 - Media Services-Media Flow-Speed-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.015 B95327 - Media Services-Media Flow-Speed-H265VP9-HD- Below 30fps Minute of Output Media Content 0.012 B95328 - Media Services-Media Flow-Speed-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.025 B95329 - Media Services-Media Flow-Speed-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.036 B95330 - Media Services-Media Flow-Speed-H265VP9-4k- Below 30fps Minute of Output Media Content 0.05 B95331 - Media Services-Media Flow-Speed-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.06 B95332 - Media Services-Media Flow-Speed-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.075 B95333 - Media Services-Media Flow-Quality-H264-SD-Below 30fps Minute of Output Media Content 0.003 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 10 of 38 Packet Page. 1797 Usage Item Description Metric Overage Net Unit Price B95334 - Media Services-Media Flow-Quality-H264-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.004 B95335 - Media Services-Media Flow-Quality-H264-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.005 B95336 - Media Services-Media Flow-Quality-H264-HD-Below 30fps Minute of Output Media Content 0.005 B95337 - Media Services-Media Flow-Quality-H264-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.006 B95338 - Media Services-Media Flow-Quality-H264-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.015 B95339 - Media Services-Media Flow-Quality-H264-4k-Below 30fps Minute of Output Media Content 0.024 B95340 - Media Services-Media Flow-Quality-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.03 B95341 - Media Services-Media Flow-Quality-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.05 B95342 - Media Services-Media Flow-Quality-VP8-SD-Below 30fps Minute of Output Media Content 0.006 B95343 - Media Services-Media Flow-Quality-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.008 B95344 - Media Services-Media Flow-Quality-VP8-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.01 B95345 - Media Services-Media Flow-Quality-VP8-HD-Below 30fps Minute of Output Media Content 0.015 B95346 - Media Services-Media Flow-Quality-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.018 B95347 - Media Services-Media Flow-Quality-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.02 B95348 - Media Services-Media Flow-Quality-VP8-4k-Below 30fps Minute of Output Media Content 0.054 B95349 - Media Services-Media Flow-Quality-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.06 B95350 - Media Services-Media Flow-Quality-VP8-4k-Above 60fps and Below 120fps CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 11 of 38 Packet Page. 1798 Usage Item Description Metric Overage Net Unit Price Minute of Output Media Content 0.07 B95351 - Media Services-Media Flow-Quality-H265VP9-SD- Below 30fps Minute of Output Media Content 0.03 B95352 - Media Services-Media Flow-Quality-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.045 B95353 - Media Services-Media Flow-Quality-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.06 B95354 - Media Services-Media Flow-Quality-H265VP9-HD- Below 30fps Minute of Output Media Content 0.06 B95355 - Media Services-Media Flow-Quality-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.09 B95356 - Media Services-Media Flow-Quality-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.12 B95357 - Media Services-Media Flow-Quality-H265VP9-4k- Below 30fps Minute of Output Media Content 0.12 B95358 - Media Services-Media Flow-Quality-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.18 B95359 - Media Services-Media Flow-Quality-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.24 B95375 - Media Services-Media Streams GB of Packaged Content 0.05 B95422 - Oracle Content Management-Video Creation Platform- Video Pack (500 Videos 500 GB) Per Month 750.00 B96502 - Oracle Content Management-Advanced Hosting Instance Per Month 5,200.00 B97408 - Oracle Content Management-Sales Accelerator Suite User Per Month 0 - 100 120.00 User Per Month 100 - 1000 60.00 User Per Month 1000 - 999999999999999 24.00 Analytics Cloud Service B89630 - Oracle Analytics Cloud-Professional OCPU Per Hour 1.0753 B89631 - Oracle Analytics Cloud-Enterprise OCPU Per Hour 2.1506 B89636 - Oracle Analytics Cloud-Professional-BYOL OCPU Per Hour 0.3226 B89637 - Oracle Analytics Cloud-Enterprise-BYOL OCPU Per Hour 0.3226 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 12 of 38 Packet Page. 1799 Usage Item Description Metric Overage Net Unit Price B92335 - Essbase for Oracle Cloud Infrastructure OCPU Per Hour 1.3129 B92682 - Oracle Analytics-Professional User Per Month 16.00 B92683 - Oracle Analytics-Enterprise User Per Month 80.00 B94568 - Oracle Analytics Server for Oracle Cloud Infrastructure OCPU Per Hour 1.75 Storage Cloud Service B89057 - Oracle Cloud Infrastructure-File Storage Gigabyte Storage Capacity per Month 0.3 B90938 - Oracle Cloud Infrastructure-Streaming-PUT or GET Gigabytes of Data Transferred 0.025 B90939 - Oracle Cloud Infrastructure-Streaming-Storage Gigabyte Per Hour 0.0002 B91445 - Oracle Cloud Infrastructure-Block Volume-Free Gigabyte Storage Capacity per Month 0.00 B91627 - Oracle Cloud Infrastructure-Object Storage-Requests 10,000 Requests per Month 0 - 5 0.00 10,000 Requests per Month 5 - 999999999 0.0034 B91628 - Oracle Cloud Infrastructure-Object Storage-Storage Gigabyte Storage Capacity per Month 0 - 10 0.00 Gigabyte Storage Capacity per Month 10 - 999999999 0.0255 B91633 - Oracle Cloud Infrastructure-Archive Storage-Free Gigabyte Storage Capacity per Month 0 - 10 0.00 Gigabyte Storage Capacity per Month 10 - 999999999 0.0026 B91961 - Oracle Cloud Infrastructure-Block Volume Storage Gigabyte Storage Capacity Per Month 0.0255 B91962 - Oracle Cloud Infrastructure-Block Volume Performance Performance Units Per Gigabyte Per Month 0.0017 B93000 - Oracle Cloud Infrastructure-Infrequent Access Storage-Storage Gigabyte Storage Capacity Per Month 0 - 10 0.00 Gigabyte Storage Capacity Per Month 10 - 999999999999999 0.01 B93001 - Oracle Cloud Infrastructure-Data Retrieval-Storage Gigabyte Storage Retrieved Per Month 0 - 10 0.00 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 13 of 38 Packet Page. 1800 Usage Item Description Metric Overage Net Unit Price Gigabyte Storage Retrieved Per Month 10 - 999999999999999 0.01 B95410 - Oracle ZFS Storage-High Availability Instance Per Hour 1.85 Enterprise Integration Cloud Service B89639 - Oracle Integration Cloud Service-Standard 5K Messages Per Hour 0.6452 B89640 - Oracle Integration Cloud Service-Enterprise 5K Messages Per Hour 1.2903 B89643 - Oracle Integration Cloud Service-Standard-BYOL 20K Messages Per Hour 0.3226 B89644 - Oracle Integration Cloud Service-Enterprise-BYOL 20K Messages Per Hour 0.3226 B92450 - Oracle SOA Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.7231 B92451 - Oracle SOA Suite for Oracle Cloud Infrastructure-with B2B Adapter for EDI OCPU Per Hour 1.2071 B95504 - Oracle Cloud Infrastructure Process Automation-User Active Process User Per Hour 0.1 B95505 - Oracle Cloud Infrastructure Process Automation- Execution Pack Execution Pack Per Month 0 - 1 0.00 Execution Pack Per Month 1 - 999999999999999 125.00 Security and Identity Management Cloud Service B108188 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Standard Node Per Hour 0.0069 B108189 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Limited Node Per Hour 0.00 B108190 - Oracle Cloud Guard Instance Security Adhoc Queries Enterprise Request 0 - 950000 0.00 Request 950000 - 999999999999999 0.001 B90328 - Oracle Cloud Infrastructure-Key Management-Private Vault Virtual Private Vault Per Hour 3.724 B90555 - Oracle Identity Cloud Service-Enterprise User User Per Month 3.2 B90556 - Oracle Identity Cloud Service-Consumer User User Per Month 0.016 B90557 - Oracle Identity Cloud Service-Enterprise User-BYOL User Per Month 0.8 B90558 - Oracle Identity Cloud Service-Consumer User-BYOL User Per Month 0.004 B90936 - Oracle Identity Foundation Cloud Service CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 14 of 38 Packet Page. 1801 Usage Item Description Metric Overage Net Unit Price Each 0.00 B92092 - Oracle Cloud Infrastructure-KMS Vault-Key Versions Key Version per Month 0 - 20 0.00 Key Version per Month 20 - 999999999 0.5334 B93493 - Oracle Cloud Infrastructure Identity and Access Management-External User User Per Month 0.016 B93494 - Oracle Cloud Infrastructure Identity and Access Management-Oracle Apps Premium User Per Month 0.25 B93495 - Oracle Cloud Infrastructure Identity and Access Management-Premium User Per Month 3.2 B93496 - Oracle Cloud Infrastructure Identity and Access Management-SMS 1 SMS Message Sent 0 - 1000 0.00 1 SMS Message Sent 1000 - 999999999999999 0.03 B93497 - Oracle Cloud Infrastructure Identity and Access Management-Token Token 0 - 10000 0.00 Token 10000 - 999999999999999 0.004 B93498 - Oracle Cloud Infrastructure Identity and Access Management-Replication User Per Month 0.004 B94173 - Oracle Threat Intelligence Service API Calls 0.00 B94277 - Oracle Cloud Infrastructure-Web Application Firewall- Requests 1,000,000 Incoming Requests Per Month 0 - 10 0.00 1,000,000 Incoming Requests Per Month 10 - 999999999999999 0.6 B94579 - Oracle Cloud Infrastructure-Web Application Firewall- Instance Instance Per Month 0 - 1 0.00 Instance Per Month 1 - 999999999999999 5.00 B97172 - Oracle Access Governance for Oracle Cloud Infrastructure-Workforce User Workforce User Per Month 0 - 100000 0.1 Workforce User Per Month 100000 - 999999999999999 0.005 B97173 - Oracle Access Governance for Oracle Workloads- Workforce User Workforce User Per Month 0 - 10000 2.00 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 15 of 38 Packet Page. 1802 Usage Item Description Metric Overage Net Unit Price Workforce User Per Month 10000 - 30000 0.75 Workforce User Per Month 30000 - 999999999999999 0.1 B97179 - Oracle Access Governance Premium-Consumer User Consumer User Per Month 0.016 B97180 - Oracle Access Governance for Oracle Workloads- Consumer User Consumer User Per Month 0.016 B97181 - Oracle Access Governance Premium-Workforce User Workforce User Per Month 0 - 10000 3.00 Workforce User Per Month 10000 - 30000 1.13 Workforce User Per Month 30000 - 999999999999999 0.15 B98100 - Oracle Cloud Infrastructure-External Key Management Key Version Per Month 3.00 B99597 - Oracle Cloud Infrastructure-Dedicated Key Management-(Minimum 3 HSM Partitions) HSM Partition Per Hour 1.75 Data Integration Cloud Service B88299 - Oracle Data Integrator Cloud Service OCPU Per Hour 0.7742 B88406 - Oracle Data Integrator Cloud Service-BYOL OCPU Per Hour 0.1935 B92598 - Oracle Cloud Infrastructure-Data Integration- Workspace Workspace Usage per Hour 0.16 B92599 - Oracle Cloud Infrastructure-Data Integration Gigabyte of Data Processed per Hour 0.04 B92695 - Oracle Stream Analytics for Oracle Cloud Infrastructure OCPU Per Hour 0.9498 B92992 - Oracle Cloud Infrastructure-GoldenGate OCPU Per Hour 1.3441 B92993 - Oracle Cloud Infrastructure-GoldenGate-BYOL OCPU Per Hour 0.3226 B93306 - Oracle Cloud Infrastructure-Data Integration-Pipeline Operator Execution Execution Hour 0 - 30 0.00 Execution Hour 30 - 999999999999999 0.3 Compute Cloud Service B109479 - Oracle Cloud Infrastructure-Compute-GPU-L40S GPU Per Hour 3.5 B88315 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X5 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 16 of 38 Packet Page. 1803 Usage Item Description Metric Overage Net Unit Price OCPU Per Hour 0.0638 B88317 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X5 OCPU Per Hour 0.0638 B88513 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X7 OCPU Per Hour 0.0638 B88514 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X7 OCPU Per Hour 0.0638 B88515 - Oracle Cloud Infrastructure-Compute-Bare Metal Dense I/O-X7 OCPU Per Hour 0.1275 B88516 - Oracle Cloud Infrastructure-Compute-Virtual Machine Dense I/O-X7 OCPU Per Hour 0.1275 B88517 - Oracle Cloud Infrastructure-Compute-Bare Metal GPU Standard-X7 GPU Per Hour 1.275 B88518 - Oracle Cloud Infrastructure-Compute-Virtual Machine GPU Standard-X7 GPU Per Hour 1.275 B89734 - Oracle Cloud Infrastructure-Compute-GPU Standard- V2 GPU Per Hour 2.95 B90398 - Oracle Cloud Infrastructure-Compute-HPC-X7 OCPU Per Hour 0.075 B90425 - Oracle Cloud Infrastructure-Compute-Standard-E2 OCPU Per Hour 0.03 B90617 - Oracle Functions-Execution Time-10,000 Gigabyte Memory Seconds 0 - 40 0.00 Seconds 40 - 999999999 0.1417 B90618 - Oracle Functions-Invocations 1,000,000 Function Invocations 0 - 2 0.00 1,000,000 Function Invocations 2 - 999999999 0.2 B91119 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-B1 OCPU Per Hour 0.0638 B91120 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-B1 OCPU Per Hour 0.0638 B91372 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Enterprise OCPU Per Hour 1.47 B91373 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Standard OCPU Per Hour 0.37 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 17 of 38 Packet Page. 1804 Usage Item Description Metric Overage Net Unit Price B91444 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-E2 Micro-Free OCPU Per Hour 0.00 B92072 - Oracle Cloud Infrastructure-API Gateway-1,000,000 API Calls 1,000,000 API Calls Per Month 3.00 B92306 - Oracle Cloud Infrastructure-Compute-Standard-E3- OCPU OCPU Per Hour 0.025 B92307 - Oracle Cloud Infrastructure-Compute-Standard-E3- Memory Gigabyte Per Hour 0.0015 B92740 - Oracle Cloud Infrastructure-Compute-GPU-E3 GPU Per Hour 3.05 B93113 - Oracle Cloud Infrastructure-Compute-Standard-E4 OCPU Per Hour 0.025 B93114 - Oracle Cloud Infrastructure-Compute-Standard-E4- Memory Gigabyte Per Hour 0.0015 B93121 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 OCPU Per Hour 0.025 B93122 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 Gigabyte Memory Per Hour 0.0015 B93123 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 NVMe Terabyte Per Hour 0.0612 B93297 - Oracle Cloud Infrastructure-Compute-Standard-A1 OCPU Per Hour 0 - 3000 0.00 OCPU Per Hour 3000 - 999999999999999 0.01 B93298 - Oracle Cloud Infrastructure-Compute-Standard-A1- Memory Gigabyte Per Hour 0 - 18000 0.00 Gigabyte Per Hour 18000 - 999999999999999 0.0015 B93311 - Oracle Cloud Infrastructure-Compute-Optimized-X9 OCPU Per Hour 0.054 B93312 - Oracle Cloud Infrastructure-Compute-Optimized-X9- Memory Gigabyte Per Hour 0.0015 B93544 - Oracle Cloud Infrastructure-Compute-GPU-E4 GPU Per Hour 3.05 B93704 - Oracle Cloud Infrastructure-Compute-GPU-T1 GPU Per Hour 1.55 B94176 - Oracle Cloud Infrastructure-Compute-Standard-X9 OCPU Per Hour 0.04 B94177 - Oracle Cloud Infrastructure-Compute-Standard-X9- Memory Gigabyte Per Hour 0.0015 B95518 - Oracle Cloud Infrastructure-Secure Desktop CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 18 of 38 Packet Page. 1805 Usage Item Description Metric Overage Net Unit Price Desktop Per Month 5.00 B95907 - Oracle Cloud Infrastructure-Compute-GPU-A100-v2 GPU Per Hour 4.00 B95909 - Oracle Cloud Infrastructure-Compute-GPU-A10 GPU Per Hour 2.00 B96109 - Oracle Container Engine for Kubernetes-Virtual Node Virtual Node Per Hour 0.015 B96479 - Oracle Compute Cloud@Customer-Compute- Standard-E5 OCPU Per Hour 0.03 B96480 - Oracle Compute Cloud@Customer-Compute- Standard-E5-Memory Gibibyte Memory Per Hour 0.002 B96481 - Oracle Compute Cloud@Customer-Block Volume Storage-Balanced Gigabyte Storage Capacity Per Month 0.0425 B96482 - Oracle Compute Cloud@Customer-Block Volume Storage-Performance Gigabyte Storage Capacity Per Month 0.0595 B96483 - Oracle Compute Cloud@Customer-File Storage Gigabyte Storage Capacity Per Month 0.3 B96484 - Oracle Compute Cloud@Customer-Object Storage- Storage Gigabyte Storage Capacity Per Month 0.0255 B96485 - Oracle Compute Cloud@Customer-Load Balancer Load Balancer Hour 0.0113 B96531 - Oracle Cloud Infrastructure-Compute-HPC-E5 OCPU Per Hour 0.044 B96545 - Oracle Container Engine for Kubernetes-Enhanced Cluster Cluster Per Hour 0.1 B97384 - Oracle Cloud Infrastructure-Compute-Standard-E5- OCPU OCPU Per Hour 0.03 B97385 - Oracle Cloud Infrastructure-Compute-Standard-E5- Memory Gigabytes Per Hour 0.002 B98202 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 OCPU OCPU Per Hour 0.03 B98203 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 Memory Gigabyte Per Hour 0.002 B98204 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 NVMe NVMe Terabyte Per Hour 0.0612 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 19 of 38 Packet Page. 1806 Usage Item Description Metric Overage Net Unit Price B98415 - Oracle Cloud Infrastructure-Compute-GPU-H100 GPU Per Hour 10.00 Network Cloud Service B107975 - Oracle Cloud Infrastructure-FastConnect 400 Gbps Port Hour 20.00 B88325 - Oracle Cloud Infrastructure-FastConnect 1 Gbps Port Hour 0.2125 B88326 - Oracle Cloud Infrastructure-FastConnect 10 Gbps Port Hour 1.275 B88327 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in North America, Europe, and UK Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.00 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.0085 B88523 - Oracle Cloud Infrastructure-Email Delivery 1,000 Emails Sent 0 - 3 0.00 1,000 Emails Sent 3 - 999999999999999 0.085 B88525 - Oracle Cloud Infrastructure-DNS 1,000,000 Queries 0.85 B90323 - Oracle Cloud Infrastructure-Health Checks-Basic Endpoints Per Month 0.3 B90325 - Oracle Cloud Infrastructure-Health Checks-Premium Endpoints Per Month 1.3 B90327 - Oracle Cloud Infrastructure-DNS Traffic Management 1,000,000 DNS Traffic Management Queries 4.00 B90925 - Oracle Cloud Infrastructure-Monitoring-Ingestion Million Datapoints 0 - 500 0.00 Million Datapoints 500 - 999999999 0.0025 B90926 - Oracle Cloud Infrastructure-Monitoring-Retrieval Million Datapoints 0 - 1000 0.00 Million Datapoints 1000 - 999999999 0.0015 B90940 - Oracle Cloud Infrastructure-Notifications-HTTPS Delivery Million Delivery Operations 0 - 1 0.00 Million Delivery Operations 1 - 999999999 0.6 B90941 - Oracle Cloud Infrastructure-Notifications-Email Delivery 1,000 Emails Sent 0 - 1 0.00 1,000 Emails Sent 1 - 999999999 0.02 B92593 - Oracle Cloud Infrastructure-Logging-Storage Gigabyte Log Storage Per Month 0 - 10 0.00 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 20 of 38 Packet Page. 1807 Usage Item Description Metric Overage Net Unit Price Gigabyte Log Storage Per Month 10 - 999999999 0.05 B93004 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 1 1 SMS Message Sent 0 - 100 0.00 1 SMS Message Sent 100 - 999999999999999 0.015 B93005 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 2 1 SMS Message Sent 0 - 100 0.00 1 SMS Message Sent 100 - 999999999999999 0.045 B93006 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 3 1 SMS Message Sent 0 - 100 0.00 1 SMS Message Sent 100 - 999999999999999 0.086 B93007 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 4 1 SMS Message Sent 0 - 100 0.00 1 SMS Message Sent 100 - 999999999999999 0.12 B93008 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 5 1 SMS Message Sent 0 - 100 0.00 1 SMS Message Sent 100 - 999999999999999 0.24 B93030 - Oracle Cloud Infrastructure-Load Balancer Base Load Balancer Hour 0 - 744 0.00 Load Balancer Hour 744 - 999999999 0.0113 B93031 - Oracle Cloud Infrastructure-Load Balancer Bandwidth Mbps Per Hour 0 - 7440 0.00 Mbps Per Hour 7440 - 999999999 0.0001 B93126 - Oracle Cloud Infrastructure-FastConnect 100Gbps Port Hour 10.75 B93455 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in APAC, Japan, and South America Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.00 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.025 B93456 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in Middle East and Africa Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.00 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.05 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 21 of 38 Packet Page. 1808 Usage Item Description Metric Overage Net Unit Price B95697 - Oracle Cloud Infrastructure Queue 1,000,000 Requests 0 - 1 0.00 1,000,000 Requests 1 - 999999999999999 0.22 Data Management Cloud Service B107951 - Oracle Exadata Exascale VM Filesystem Storage Gigabyte (GB) Storage Capacity Per Month 0.0425 B107952 - Oracle Exadata Exascale Smart Database Storage Gigabyte (GB) Storage Capacity Per Month 0.1156 B108030 - MySQL Database-ECPU ECPU Per Hour 0.0366 B109166 - MySQL HeatWave-AWS-Storage Gigabyte Storage Capacity Per Month 0.03 B109169 - MySQL Database-Outbound Data Transfer-Inter OCI Region Gigabyte Outbound Data Transfer Per Month 0.04 B109187 - MySQL Database-AWS-Ingress private endpoint Endpoint Per Hour 0.0214 B109188 - MySQL Database-AWS-Egress private endpoint Endpoint Per Hour 0.0106 B109355 - Oracle Exadata Exascale RDMA Compute Infrastructure ECPU Per Hour 0.025 B109356 - Oracle Exadata Exascale Database ECPU ECPU Per Hour 0.336 B109357 - Oracle Exadata Exascale Database ECPU-BYOL ECPU Per Hour 0.0807 B109375 - Oracle Exadata Exascale Additional Flash Cache Gigabyte (GB) Per Hour 0.0005 B109458 - MySQL Database-AWS-Private inbound and outbound network traffic Gigabyte (GB) of Data Transferred 0.0086 B88290 - Oracle Database Cloud Service-Enterprise Edition- General Purpose OCPU Per Hour 0.4301 B88291 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance-General Purpose OCPU Per Hour 1.3441 B88292 - Oracle Database Cloud Service-Enterprise Edition High Performance-General Purpose OCPU Per Hour 0.8871 B88293 - Oracle Database Cloud Service-Standard Edition- General Purpose OCPU Per Hour 0.215 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 22 of 38 Packet Page. 1809 Usage Item Description Metric Overage Net Unit Price B88294 - Oracle Database Backup Service-Outbound Data Transfer Gigabyte Outbound Data Transfer per Month 0 - 1 0.00 Gigabyte Outbound Data Transfer per Month 1 - 10240 0.096 Gigabyte Outbound Data Transfer per Month 10240 - 51200 0.072 Gigabyte Outbound Data Transfer per Month 51200 - 153600 0.056 Gigabyte Outbound Data Transfer per Month 153600 - 512000 0.04 Gigabyte Outbound Data Transfer per Month 512000 - 999999999 0.04 B88295 - Oracle Database Backup Service-GET and all other Requests 10000 Requests Per Month 0.0032 B88296 - Oracle Database Backup Service-PUT, COPY, POST or LIST Requests 1000 Requests Per Month 0.004 B88297 - Oracle Database Backup Service-Storage Capacity Gigabyte Storage Capacity per Month 0 - 1024 0.0211 Gigabyte Storage Capacity per Month 1024 - 51200 0.0208 Gigabyte Storage Capacity per Month 51200 - 512000 0.0204 Gigabyte Storage Capacity per Month 512000 - 1024000 0.0201 Gigabyte Storage Capacity per Month 1024000 - 5120000 0.0197 Gigabyte Storage Capacity per Month 5120000 - 999999999 0.0194 B88402 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance RAC-BYOL OCPU Per Hour 0.1935 B88404 - Oracle Database Cloud Service-All Editions-BYOL OCPU Per Hour 0.1935 B88592 - Exadata Database OCPU-Dedicated Infrastructure OCPU Per Hour 1.3441 B88593 - Oracle Cloud Infrastructure-Database Exadata Quarter Rack-X6 Hosted Environment Per Hour 51.0753 B88594 - Oracle Cloud Infrastructure-Database Exadata Half Rack-X6 Hosted Environment Per Hour 102.1506 B88595 - Oracle Cloud Infrastructure-Database Exadata Full Rack-X6 Hosted Environment Per Hour 204.3011 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 23 of 38 Packet Page. 1810 Usage Item Description Metric Overage Net Unit Price B88847 - Exadata Database OCPU-Dedicated Infrastructure- BYOL OCPU Per Hour 0.3226 B88854 - Oracle Cloud Infrastructure-Database Exadata Full Rack-X6-BYOL Hosted Environment Per Hour 135.914 B88855 - Oracle Cloud Infrastructure-Database Exadata Half Rack-X6-BYOL Hosted Environment Per Hour 67.957 B88856 - Oracle Cloud Infrastructure-Database Exadata Quarter Rack-X6-BYOL Hosted Environment Per Hour 33.9785 B89039 - Oracle Autonomous Data Warehouse-BYOL OCPU Per Hour 0.3226 B89040 - Oracle Autonomous Data Warehouse OCPU Per Hour 1.3441 B89041 - Oracle Autonomous Data Warehouse-Exadata Storage Terabyte Storage Capacity Per Month 118.4 B89737 - Oracle NoSQL Database Cloud Service-Write Write Unit Per Month 0.1254 B89738 - Oracle NoSQL Database Cloud Service-Read Read Unit Per Month 0.0064 B89739 - Oracle NoSQL Database Cloud Service-Storage Gigabyte Storage Capacity Per Month 0.066 B89980 - Oracle Database Exadata Cloud at Customer- Database OCPU OCPU Per Hour 1.3441 B89981 - Oracle Database Exadata Cloud at Customer- Database OCPU-BYOL OCPU Per Hour 0.3226 B89999 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X7 Hosted Environment Per Hour 21.5054 B90000 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Half Rack-X7 Hosted Environment Per Hour 43.0107 B90001 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Full Rack-X7 Hosted Environment Per Hour 86.0215 B90230 - Oracle Database Backup Cloud-Object Storage Gigabyte Storage Capacity Per Month 0.0051 B90231 - Oracle Database Backup Cloud-Archive Storage Gigabyte Storage Capacity Per Month 0.0005 B90453 - Oracle Autonomous Transaction Processing OCPU Per Hour 1.3441 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 24 of 38 Packet Page. 1811 Usage Item Description Metric Overage Net Unit Price B90454 - Oracle Autonomous Transaction Processing-BYOL OCPU Per Hour 0.3226 B90455 - Oracle Autonomous Transaction Processing-Exadata Storage Terabyte Storage Capacity Per Month 118.4 B90569 - Oracle Base Database Service-Standard OCPU Per Hour 0.215 B90570 - Oracle Base Database Service-Enterprise OCPU Per Hour 0.4301 B90571 - Oracle Base Database Service-High Performance OCPU Per Hour 0.8871 B90572 - Oracle Base Database Service-Extreme Performance OCPU Per Hour 1.3441 B90573 - Oracle Base Database Service-BYOL OCPU Per Hour 0.1935 B90777 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Base System Hosted Environment Per Hour 10.7527 B91121 - Oracle Cloud SQL-Compute Capacity OCPU Per Hour 0.1075 B91128 - Oracle Big Data Service-Compute-Standard OCPU Per Hour 0.1344 B91129 - Oracle Big Data Service-Compute-Dense I/O OCPU Per Hour 0.214 B91130 - Oracle Big Data Service-Compute-HPC OCPU Per Hour 0.1536 B91363 - Gen 2 Exadata Cloud at Customer-Database OCPU OCPU Per Hour 1.3441 B91364 - Gen 2 Exadata Cloud at Customer-Database OCPU- BYOL OCPU Per Hour 0.3226 B91391 - Oracle Autonomous Data Warehouse-Free OCPU Per Hour 0.00 B91392 - Oracle Autonomous Data Warehouse-Exadata Storage-Free Terabyte Storage Capacity Per Month 0.00 B91393 - Oracle Autonomous Transaction Processing-Free OCPU Per Hour 0.00 B91394 - Oracle Autonomous Transaction Processing-Exadata Storage-Free Terabyte Storage Capacity Per Month 0.00 B91535 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X8 Hosted Environment Per Hour 14.5162 B91536 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Half Rack-X8 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 25 of 38 Packet Page. 1812 Usage Item Description Metric Overage Net Unit Price Hosted Environment Per Hour 29.0323 B91537 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Full Rack-X8 Hosted Environment Per Hour 58.0645 B91631 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service-Audit Record Collection Over 1 Million Records 10,000 Audit Records Per Target Per Month 0.1 B91632 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service Each 0.00 B92023 - MySQL HeatWave-Standard Node Per Hour 0.3536 B92024 - MySQL Database for HeatWave-Standard Node Per Hour 0.3536 B92181 - Oracle Autonomous Transaction Processing- Dedicated OCPU Per Hour 1.3441 B92182 - Oracle Autonomous Data Warehouse-Dedicated OCPU Per Hour 1.3441 B92183 - Oracle Autonomous Transaction Processing- Dedicated-BYOL OCPU Per Hour 0.3226 B92184 - Oracle Autonomous Data Warehouse-Dedicated- BYOL OCPU Per Hour 0.3226 B92212 - Oracle Autonomous JSON Database OCPU Per Hour 0.3226 B92380 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X8M Hosted Environment Per Hour 14.5162 B92381 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Database Server-X8M Hosted Environment Per Hour 2.9032 B92382 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Storage Server-X8M Hosted Environment Per Hour 2.9032 B92418 - Exadata Cloud at Customer-Autonomous Transaction Processing Database OCPU Per Hour 1.3441 B92419 - Exadata Cloud at Customer-Autonomous Data Warehouse Database OCPU Per Hour 1.3441 B92420 - Exadata Cloud at Customer-Autonomous Transaction Processing-Database OCPU-BYOL OCPU Per Hour 0.3226 B92421 - Exadata Cloud at Customer-Autonomous Data Warehouse-Database OCPU-BYOL OCPU Per Hour 0.3226 B92425 - MySQL Database-Standard-E2 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 26 of 38 Packet Page. 1813 Usage Item Description Metric Overage Net Unit Price OCPU Per Hour 0.0467 B92426 - MySQL Database-Storage Gigabyte Storage Capacity per Month 0.04 B92483 - MySQL Database-Backup Storage Gigabyte Storage Capacity per Month 0.04 B92627 - Oracle NoSQL Database Cloud-Write-Free Write Unit Per Month 0.00 B92628 - Oracle NoSQL Database Cloud-Read-Free Read Unit Per Month 0.00 B92629 - Oracle NoSQL Database Cloud-Storage-Free Gigabyte Storage Capacity Per Month 0.00 B92733 - Oracle Cloud Infrastructure-Data Safe for On- Premises Databases & Databases on Compute Target Database Per Month 0 - 100 200.00 Target Database Per Month 100 - 300 150.00 Target Database Per Month 300 - 500 100.00 Target Database Per Month 500 - 999999999999999 50.00 B92734 - Oracle Cloud Infrastructure-Data Safe for On- Premises Databases & Databases on Compute 10,000 Audit Records Per Target Per Month 0.1 B92759 - MySQL Analytics-Bare Metal Standard-E2 Node Per Hour 0.5018 B92807 - MySQL Database-Bare Metal Standard-E2 Node Per Hour 0.5018 B92911 - Oracle APEX Application Development OCPU Per Hour 0.3226 B92962 - MySQL Database-Standard-E3 OCPU Per Hour 0.038 B92963 - MySQL Database-Standard-E3-Memory Gigabyte Per Hour 0.0022 B93199 - Oracle Cloud Infrastructure Database Migration Migration Hour 0.2 B93320 - Oracle APEX Application Development-Free OCPU Per Hour 0.00 B93380 - Exadata Cloud Infrastructure-Quarter Rack-X9M Hosted Environment Per Hour 14.5162 B93381 - Exadata Cloud Infrastructure-Database Server-X9M Hosted Environment Per Hour 2.9032 B93382 - Exadata Cloud Infrastructure-Storage Server-X9M Hosted Environment Per Hour 2.9032 B93546 - MySQL Database for HeatWave-Bare Metal Standard CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 27 of 38 Packet Page. 1814 Usage Item Description Metric Overage Net Unit Price Node Per Hour 2.2144 B93709 - Oracle Cloud Infrastructure Search with OpenSearch HA Node Per Hour 0.25 B93710 - Oracle NoSQL Database Cloud-Write-Auto Write Unit Per Month 3.135 B93711 - Oracle NoSQL Database Cloud-Read-Auto Read Unit Per Month 0.16 B93712 - Oracle NoSQL Database Cloud-Hosted Environment Hosted Environment Per Month 28,796.00 B95240 - Oracle Database Autonomous Recovery Service Virtualized GB Per Month 0.0306 B95241 - Oracle Database Zero Data Loss Autonomous Recovery Service Virtualized GB Per Month 0.04 B95264 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Stack Monitoring Standard Edition 0.075 B95427 - MySQL Database-AWS-Storage Gigabyte Storage Capacity Per Month 0.132 B95428 - MySQL Database-AWS-Backup Storage Gigabyte Storage Capacity Per Month 0.0476 B95435 - MySQL Database-Standard-AMD E4-Compute OCPU Per Hour 0.038 B95436 - MySQL Database-Standard-AMD E4-Memory Gigabyte Per Hour 0.0022 B95437 - MySQL Database-Standard-Intel X7-Compute OCPU Per Hour 0.062 B95438 - MySQL Database-Standard-Intel X7-Memory Gigabyte Per Hour 0.0022 B95439 - MySQL Database-Standard-Intel X9-Compute OCPU Per Hour 0.062 B95440 - MySQL Database-Standard-Intel X9-Memory Gigabyte Per Hour 0.0022 B95441 - MySQL Database-Optimized-Intel X9-Compute OCPU Per Hour 0.082 B95442 - MySQL Database-Optimized-Intel X9-Memory Gigabyte Per Hour 0.0022 B95485 - Oracle Cloud Infrastructure Full Stack Disaster Recovery Service OCPU Per Hour 0.0128 B95701 - Oracle Autonomous Data Warehouse-ECPU ECPU Per Hour 0.336 B95702 - Oracle Autonomous Transaction Processing-ECPU ECPU Per Hour 0.336 B95703 - Oracle Autonomous Data Warehouse-ECPU-BYOL ECPU Per Hour 0.0807 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 28 of 38 Packet Page. 1815 Usage Item Description Metric Overage Net Unit Price B95704 - Oracle Autonomous Transaction Processing-ECPU- BYOL ECPU Per Hour 0.0807 B95706 - Oracle Autonomous Database Storage for Transaction Processing Gigabyte Storage Capacity Per Month 0.1156 B95708 - Oracle Autonomous Data Warehouse-Exadata Cloud@Customer-ECPU ECPU Per Hour 0.336 B95709 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-ECPU ECPU Per Hour 0.336 B95710 - Oracle Autonomous Data Warehouse-Exadata Cloud@Customer-ECPU-BYOL ECPU Per Hour 0.0807 B95711 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-ECPU-BYOL ECPU Per Hour 0.0807 B95712 - Oracle Autonomous Data Warehouse-Dedicated- ECPU ECPU Per Hour 0.336 B95713 - Oracle Autonomous Transaction Processing- Dedicated-ECPU ECPU Per Hour 0.336 B95714 - Oracle Autonomous Data Warehouse-Dedicated- ECPU-BYOL ECPU Per Hour 0.0807 B95715 - Oracle Autonomous Transaction Processing- Dedicated-ECPU-BYOL ECPU Per Hour 0.0807 B95754 - Oracle Autonomous Database Storage Gigabyte Storage Capacity Per Month 0.0244 B96157 - MySQL HeatWave-AWS HeatWave Capacity Per Hour 0.049 B96158 - MySQL Database-AWS-ECPU ECPU Per Hour 0.049 B96159 - MySQL Database-AWS-Outbound Data Transfer-Inter AWS Region Gigabyte of Data Transferred 0.0504 B96160 - MySQL Database-AWS-Outbound Data Transfer-To Internet Gigabyte of Data Transferred 0.0911 B96625 - Oracle Cloud Infrastructure-HeatWave-Storage Gigabyte Storage Capacity Per Month 0.02 B96626 - Oracle Cloud Infrastructure-HeatWave HeatWave Capacity Per Hour 0.011 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 29 of 38 Packet Page. 1816 Usage Item Description Metric Overage Net Unit Price B97191 - Oracle NoSQL Database Cloud-Regional Replicated Write Write Unit Per Month 0.36 B97197 - Oracle Base Database Service on Arm-Enterprise OCPU Per Hour 0.2151 B97198 - Oracle Base Database Service on Arm-High Performance OCPU Per Hour 0.4436 B97199 - Oracle Base Database Service on Arm-Extreme Performance OCPU Per Hour 0.6721 B97200 - Oracle Base Database Service on Arm-BYOL OCPU Per Hour 0.0968 B98217 - Oracle Cloud Infrastructure Cache with Redis-Low Memory (up to 10 GB per node) Redis Memory Gigabyte Per Hour 0.0194 B98277 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-Developer Instance Per Hour 0.00 B98278 - Oracle Autonomous Data Warehouse-Exadata Cloud@Customer-Developer Instance Per Hour 0.00 B98279 - Oracle Autonomous Transaction Processing- Dedicated-Developer Instance Per Hour 0.00 B98280 - Oracle Autonomous Data Warehouse-Dedicated- Developer Instance Per Hour 0.00 B99060 - Oracle Cloud Infrastructure Database with PostgreSQL-X86 OCPU Per Hour 0.098 B99062 - Oracle Cloud Infrastructure Database Optimized Storage Gigabyte Storage Capacity Per Month 0.072 B99591 - Oracle Cloud Infrastructure Cache with Redis-High Memory (over 10 GB per node) Redis Memory Gigabyte Per Hour 0.0136 B99593 - Oracle Globally Distributed Autonomous Transaction Processing-Dedicated ECPU Per Hour 0.3864 B99594 - Oracle Globally Distributed Autonomous Transaction Processing-Dedicated-BYOL ECPU Per Hour 0.0928 B99595 - Oracle Globally Distributed Autonomous Data Warehouse-Dedicated ECPU Per Hour 0.3864 B99596 - Oracle Globally Distributed Autonomous Data Warehouse-Dedicated-BYOL ECPU Per Hour 0.0928 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 30 of 38 Packet Page. 1817 Usage Item Description Metric Overage Net Unit Price B99708 - Oracle Autonomous JSON Database-ECPU ECPU Per Hour 0.0807 B99709 - Oracle APEX Application Development-ECPU ECPU Per Hour 0.0807 Not Discount Eligible B108077 - Oracle Cloud Infrastructure Generative AI-Large Cohere 10,000 Transactions 0.0219 B108078 - Oracle Cloud Infrastructure Generative AI-Small Cohere 10,000 Transactions 0.004 B108079 - Oracle Cloud Infrastructure Generative AI-Embed Cohere 10,000 Transactions 0.001 B108082 - Oracle Cloud Infrastructure Generative AI-Large Cohere-Dedicated AI Unit Per Hour 24.00 B108083 - Oracle Cloud Infrastructure Generative AI-Small Cohere-Dedicated AI Unit Per Hour 6.5 B108084 - Oracle Cloud Infrastructure Generative AI-Embed Cohere-Dedicated AI Unit Per Hour 10.9 B108806 - Oracle Cloud VMware Solution-BM.GPU.A10.64- Monthly Commit Node Per Hour 16.00 B108807 - Oracle Cloud VMware Solution-BM.GPU.A10.64-1 Year Commit Node Per Hour 13.00 B108808 - Oracle Cloud VMware Solution-BM.GPU.A10.64-3 Year Commit Node Per Hour 11.00 B108809 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-Hourly Commit Node Per Hour 16.6617 B108810 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-1 Year Commit Node Per Hour 13.1604 B108811 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-3 Year Commit Node Per Hour 10.6119 B88318 - Oracle Cloud Infrastructure-Compute-Windows OS OCPU Per Hour 0.092 B92386 - Oracle Cloud VMware Solution OCPU Per Hour 0.2031 B92615 - Roving Edge Device-Compute Optimized-Ruggedized Resource Possession Per Day 160.00 B92686 - Oracle Analytics for Fusion Applications-Free Hosted Named User 0.00 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 31 of 38 Packet Page. 1818 Usage Item Description Metric Overage Net Unit Price B93039 - Roving Edge Device-Compute Optimized-Standard Resource Possession Per Day 160.00 B93040 - Roving Edge Device-Compute Optimized- Unreturnable/Loss Fee Each 45,000.00 B93288 - Oracle Cloud VMware Solution-BM.DenseIO2.52- Hourly Commit OCPU Per Hour 0.2437 B93289 - Oracle Cloud VMware Solution-BM.DenseIO2.52-1 Year Commit OCPU Per Hour 0.1625 B93290 - Oracle Cloud VMware Solution-BM.DenseIO2.52-3 Year Commit OCPU Per Hour 0.132 B93307 - Autonomous JSON Database-Free OCPU Per Hour 0.00 B93421 - Oracle Cloud VMware Solution-HCX Enterprise- Monthly OCPU Per Hour 0.0126 B95178 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Hourly Commit OCPU Per Hour 0.2437 B95179 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Monthly Commit OCPU Per Hour 0.2031 B95180 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-1 year Commit OCPU Per Hour 0.1625 B95181 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-3 year Commit OCPU Per Hour 0.132 B95228 - Roving Edge Ultra Resource Possession Per Day 45.00 B95229 - Roving Edge Ultra Non-Return or Loss Fee Each 35,000.00 B95403 - Oracle Cloud Infrastructure-Network Firewall Instance Instance Per Hour 2.75 B95404 - Oracle Cloud Infrastructure-Network Firewall Data Processing Gigabyte of Data Processed 0 - 10240 0.00 Gigabyte of Data Processed 10240 - 999999999999999 0.01 B95411 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Hourly Commit OCPU Per Hour 0.3047 B95412 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Monthly Commit OCPU Per Hour 0.2539 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 32 of 38 Packet Page. 1819 Usage Item Description Metric Overage Net Unit Price B95413 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-1 year Commit OCPU Per Hour 0.2031 B95414 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-3 year Commit OCPU Per Hour 0.165 B95415 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Hourly Commit OCPU Per Hour 0.195 B95416 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Monthly Commit OCPU Per Hour 0.1625 B95417 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-1 year Commit OCPU Per Hour 0.13 B95418 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-3 year Commit OCPU Per Hour 0.1056 B97102 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-Hourly Commit Node Per Hour 4.714 B97103 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-1 Year Commit Node Per Hour 3.7144 B97104 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-3 Year Commit Node Per Hour 2.953 B97105 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-Hourly Commit Node Per Hour 5.554 B97106 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-1 Year Commit Node Per Hour 4.2943 B97107 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-3 Year Commit Node Per Hour 3.3522 B97108 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-Hourly Commit Node Per Hour 9.2565 B97109 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-1 Year Commit Node Per Hour 6.9223 B97110 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-3 Year Commit Node Per Hour 5.2233 B97111 - Oracle Cloud VMware Solution-Expansion-Hourly Commit OCPU Per Hour 0.1605 B97112 - Oracle Cloud VMware Solution-Expansion-1 Year Commit CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 33 of 38 Packet Page. 1820 Usage Item Description Metric Overage Net Unit Price OCPU Per Hour 0.1092 B97113 - Oracle Cloud VMware Solution-Expansion-3 Year Commit OCPU Per Hour 0.0739 CPQ-3523778 - 1 Issued by Oracle America, Inc. 22-JUL-2024 Page 34 of 38 Packet Page. 1821 Oracle Software Subscription Fees Exhibit A – Software Pricing Details SaaS Subscription Details Part Number Product Metric Quantity Term in Months Monthly Unit Cost Annual Fees Total Term Total Fees B85800 Oracle Fusion Human Capital Management Base Cloud Service Hosted Employee 1000 12 2.27 $27,278 60 $136,390 B87388 Oracle Fusion Human Resource Help Desk Cloud Service Hosted Employee 1000 12 0.61 $7,274 60 $36,370 B89482 Oracle Fusion Workforce Health and Safety Incidents Cloud Service Hosted Employee 1000 12 0.30 $3,637 60 $18,185 B95499 Oracle Fusion HCM Communicate Cloud Service Hosted Employee 1000 12 0.30 $3,637 60 $18,185 B94925 Oracle Fusion Talent Management Cloud Service Hosted Named User 1000 12 1.06 $12,730 60 $63,650 B95573 Oracle Fusion Touchpoints Cloud Service Hosted Named User 1000 12 0.30 $3,637 60 $18,185 B94933 Oracle Fusion Workforce Compensation Cloud Service Hosted Employee 1000 12 0.61 $7,274 60 $36,370 B86334 Oracle Fusion Payroll Cloud Service for United States Hosted Employee 1000 12 1.06 $12,730 60 $63,650 B75365 Oracle Fusion Time and Labor Cloud Service Hosted Named User 1000 12 0.45 $5,456 60 $27,280 B84490 Oracle Additional Test Environment for Oracle Fusion Cloud Service Each 1 12 947.17 $11,366 60 $56,830 B84490 Oracle Additional Test Environment for Oracle Fusion Cloud Service Each 1 12 947.17 $11,366 60 $56,830 B87365 Oracle HIPAA Advanced Security for Fusion SaaS in the Oracle Public Cloud Each 1 12 1262.92 $15,155 60 $75,775 B85242 Oracle Fusion Learning Cloud Service Hosted Named User 1000 12 0.76 $9,093 60 $45,465 Packet Page. 1822 Oracle Software Subscription Fees Part Number Product Metric Quantity Term in Months Monthly Unit Cost Annual Fees Total Term Total Fees B95657 Oracle Fusion Learning Connect Cloud Service Hosted Named User 1000 12 0.30 $3,637 60 $18,185 B91074 Oracle Enterprise Performance Management Enterprise Cloud Service Hosted Named User 45 12 75.77 $40,918 60 $204,590 B91077 Oracle Additional Application for Oracle Enterprise Performance Management Enterprise Cloud Service Hosted Environment 4 12 0.00 $0 60 $0 B91939 Oracle Digital Assistant Platform for SaaS Hosted Employee 1000 12 0.45 $5,456 60 $27,280 B91084 Oracle Fusion Enterprise Resource Planning Cloud Service Hosted Employee 1000 12 6.25 $75,015 60 $375,075 B91086 Oracle Fusion Procurement Cloud Service Hosted Employee 1000 12 5.30 $63,649 60 $318,245 B86841 Oracle Fusion Document Recognition Cloud Service Hosted Employee 1000 12 0.09 $1,091 60 $5,455 Total Fees $320,399 $1,601,995 IaaS Subscription Details Part Number Product Data Center Region Quantity Annual Term Funded Allocation Value B88206 Oracle PaaS and IaaS Universal Credits Customer Selected 21576 12 $21,576 Packet Page. 1823 Based on Cloud_Business Associate Agreement_v122316 Oracle Confidential Page 1 of 6 ORACLE RESELLER- BUSINESS ASSOCIATE AGREEMENT C O N T R A C T I N F O R M A T I O N This Business Associate Agreement (“BAA”) amends the Ordering Document to which it is attached, and all amendments and addenda thereto (the “Exhibit”) between City and City of San Bernardino (“You”) and Applications Software Technology Llc. as an authorized reseller of Oracle America, Inc. (“Oracle”). This BAA only applies to the Oracle products and /or services identified as being HIPAA Assessed in the Ordering Document. WHEREAS you represent that the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and all implementing regulations of the U.S. Department of Health & Human Services (collectively “HIPAA”), govern your use of Electronic Protected Health Information (“ePHI”) (as defined by 45 C.F.R. § 160.103); WHEREAS Oracle recognizes your obligations under HIPAA require service providers that create, receive, maintain or transmit ePHI to agree to certain contractual terms and conditions designed to maintain the privacy and security of such ePHI; THEREFORE, the parties agree to the following: I. In the event that the Exhibit requires Oracle to access, receive, maintain or transmit your ePHI, Oracle will take the following measures designed to protect the privacy and security of such ePHI, unless otherwise required by law: A. Not use or further disclose such ePHI other than as permitted or required by the Exhibit. B. Use appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of such ePHI and comply, where applicable to Oracle in its performance of the services, with 45 C.F.R. § 164 Subpart C, to prevent the use or disclosure of such ePHI other than as provided under the Exhibit; additional information concerning such measures may be specified in the Exhibit. C. Report to you any use or disclosure of such ePHI in violation of the terms of the Exhibit of which Oracle becomes aware, including within 72 hours confirmed Breaches of Unsecured Protected Health Information as required by 45 C.F.R. § 164.410 (as those terms are defined by 45 C.F.R. § 164.402) and will report to you Security Incidents (as defined by 45 CFR 164.304). Such report shall include the identification of each individual, to the extent known by Oracle, whose unsecured protected health information has been, or is reasonably believed by Oracle to have been, accessed, acquired or disclosed during such breach. To the extent known, Oracle shall also provide you with: a brief description of what happened, including the date of the breach and the date of the discovery of the breach; a description of the types of unsecured ePHI that were involved in the breach; and a brief description of what Oracle is doing to investigate the breach, remediate its cause, and protect against any further breaches of the same or similar nature. D. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), ensure that any subcontractors that access, receive, maintain, or transmit such ePHI on Oracle’s behalf in its provision of services under the Exhibit agree in all material respects to the same restrictions and conditions that apply to Oracle with respect to such ePHI under the Exhibit. E. Make available to you any requests received by Oracle from individuals to inspect or obtain a copy of their ePHI in accordance with 45 C.F.R. § 164.524. Packet Page. 1824 Based on Cloud_Business Associate Agreement_v122316 Oracle Confidential Page 2 of 6 F. Make available to you any requests received by Oracle from individuals to have their ePHI amended in accordance with 45 C.F.R. § 164.526. G. Make available to you any requests received by Oracle from individuals for an accounting of disclosures of ePHI in accordance with 45 C.F.R. § 164.528. H. Make its internal practices, books and records relating to the use and disclosure of such ePHI available to the Secretary of the United States Department of Health and Human Services or his or her designee for purposes of determining your compliance with 45 C.F.R. § 164 Subpart E . I. At the end of the services under the Exhibit or upon termination thereof in accordance with its terms, if feasible and at your request, Oracle shall return or destroy any such ePHI then in its possession in any form, and retain no copies of such ePHI. If such return or destruction is not feasible, Oracle will extend the protections specified in the ordering document to such ePHI and limit further uses and disclosures to those purposes that make its return or destruction of such ePHI infeasible. II. Additional Terms A. You may terminate this Exhibit if Oracle is in material breach of the obligations stated in this Business Associate Agreement and fails to correct the breach within 30 days of written specification of the breach. B. Prior to the effective date of Your termination of this BAA, You are responsible for ensuring that Your Content in the Cloud Services contains no ePHI C. If Oracle knows of a pattern of activity or practice of a subcontractor that constitutes a material breach of the subcontractor’s obligation of the contract executed with Oracle in accordance with Section I.D above, Oracle will promptly require the subcontractor to cure the breach or end the violation, as applicable, and if such steps are unsuccessful, terminate the contract, if feasible. D. The terms and conditions of this Business Associate Agreement shall survive termination of the Exhibit. E. When using or disclosing such ePHI or when requesting such ePHI from you, the parties shall make reasonable efforts to limit ePHI to the minimum necessary to accomplish the intended purposes of the use, disclosure or request. F. You agree to follow any ePHI handling procedures that are specified in the Exhibit. G. IN NO EVENT WILL EITHER YOU OR ORACLE AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE GOODWILL OR REPUTATION. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS BUSINESS ASSOCIATE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Packet Page. 1825 Based on Cloud_Business Associate Agreement_v122316 Oracle Confidential Page 3 of 6 Subject to the modifications herein, the Exhibit shall remain in full force and effect. {{*efdate_es_signer2}} The effective date of this Business Associate Agreement is _______________, 2024. {to be completed by Oracle}. City of San Bernardino Applications Software Technology Llc, authorized reseller of Oracle, America, Inc. {{*_es_signer1_signature }} {{*_es_signer2_signature }} Authorized Signature: _________________________ Authorized Signature: _______________________ {{*_es_signer1_fullname }} {{*_es_signer2_fullname }} Name: _______________________________________ Name: _____________________________________ {*_es_signer1_title }} {{*_es_signer2_title }} Title: ________________________________________ Title: ______________________________________ {{*_es_signer1_date}} {{*_es_signer2_date}} Signature Date: _______________________________ Signature Date: _____________________________ Packet Page. 1826 5 7 6 6 Teller Software as a Service Agreement Template This is the Teller Software as a Service Agreement (“Agreement”) dated as of November 20, 2024, (the “Effective Date”) between Can/Am Technologies Inc. (“CanAm”) a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of San Bernardino, CA, having its principal place of business at Vanir Tower, 290 N. D. Street, Carlsbad, CA 92041 (hereinafter referred as "Client" or “City”). RECITALS 1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale processes for Client. 2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of financial management for Client. AGREEMENT Client and CanAm agree as follows: 1. DEFINITIONS 1.1. Agreement – this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof. 1.2. Annual Software as a Service Fee – the annual fee payable by Client (either to CanAm directly or to an authorized CanAm reseller, as applicable) for the use of Teller software, including Teller support services, including Updates, and SaaS Services provided by CanAm under this Agreement. 1.3. Concurrent User – means the users who are logged on at the same time and sharing a finite number of licenses. 1.4. Confidential Information – has the meaning set out in section 13 of this Agreement. 1.5. Configuration(s) – all work required to configure Teller to reflect the business rules, workflow, security and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and conversion scripts developed for Client. 1.6. Defect – a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third- Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. With the exception of Interfaces that connect Teller to Third-Party software as set out in a statement of work, defects do not pertain to problems arising from Third-Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm. 1.7. Enhancement – any work requested by Client to alter existing Teller features, or to add any new features or functions to Teller software. 1.8. Force Majeure – circumstances beyond a Party’s reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third-Party services, virus attacks or hackers, failure of Third-Party Software, or inability to obtain power used in or equipment needed for provision of the Services. 1.9. SaaS Services – the services provided at the Third-Party hosting facility that are provided by CanAm to Client. Packet Page. 1827 5 7 6 6 1.10.SaaS Services Site – the Third-Party hosting facility, at a U.S. location of CanAm’s choice, at which servers and related equipment are located. 1.11.SaaS Services SLA – the SaaS Service Level Agreement as provided in Exhibit B, and any subsequent addendums or amendments made in accordance with the provisions herein. 1.12.Client Infrastructure – any Client owned, leased, or licensed information technology hardware and/or software that is required by Client to perform business functions. This hardware and/or software can be providing the infrastructure needed to perform these functions or can also be used as a gateway to an external, non-client owned, infrastructure that provides the necessary business functions. 1.13.Deliverables – the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or related documentation licensed directly to Client from a Third-Party, or any modifications or enhancements thereto or derivatives thereof. 1.14.Intellectual Property – property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing and newly developed software, or pre-existing and newly developed software Configurations (including stock report definitions) of CanAm; b) CanAm methodologies, processes, tools, and general knowledge of the matters under consideration; and c) any pre-existing or newly-acquired material provided to Client by CanAm under separate license. For clarity, Intellectual Property does not include Third Party APIs that are incorporated into Teller solely as an Interface to Client devices or Third Party Software. 1.15.Interface – a connection with Third Party Software or hardware used to deliver a unified end user experience. 1.16.Named User – an individual internal to Client who has access to the Teller Production Database. A Named User may access the Teller Production Database from any workstation on Client's network or intranet, or via the Internet. 1.17.On Call Support – support outside of CanAm’s support desk coverage (6 a.m. to 6 p.m. MT excluding CanAm published holidays). 1.18.Party or Parties – referring to CanAm or Client or both. 1.19.Plugin – additional functionality that extends core Teller features. Plugins may be added to Teller to permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle separate from the Teller product release cycle. 1.20.Production Environment – the environment provided to Client for end user official business use. 1.21.Response Time – the target time for CanAm to respond to Critical, High, Medium and Low support requests (as defined in Section 6.3 of this Agreement). 1.22.Service(s) – the professional services to be provided pursuant to the Statement of Work (Exhibit C) or other written request. 1.23.Source Code – any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software. 1.24.Specifications – means the requirements of the Deliverables as set forth in the Statement of Work (Exhibit C) or an amendment to this Agreement. 1.25.Statement of Work (SOW) – a document that describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The Statement of Work is attached to this Agreement as Exhibit C. 1.26.Teller – an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software. 1.27.Teller Annual Software as a Service Agreement – the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client. Packet Page. 1828 5 7 6 6 1.28.Test Environment – the environment set up by CanAm to provide testing and training capability for Client. 1.29.Third-Party – a person, corporation, organization or entity other than Client or CanAm. 1.30.Third-Party Software – any identifiable product embedded in and/or linked to Teller software, but to which the proprietary rights belong to an independent Third-Party. 1.31.Update(s) – updates to Teller issued by CanAm, generally every six (6) weeks, to general availability for Teller Clients. 2. SCOPE OF AGREEMENT 2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use Teller in the Production Environment and a Test Environment. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. 2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader public sector entities to procure Teller Software as a Service according to the terms and conditions of this Agreement as follows: "Broader Public Sector Entities" means other political subdivisions, municipalities, tax-supported agencies and non-profit entities in the United States, including all local and state government agencies, academic institutions, school boards, special districts and any other public entities as acknowledged by the Federal government and any other public entities as agreed by Client. With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and shall be liable directly to CanAm, holding Client harmless. 3. TERM OF AGREEMENT 3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed annually thereafter upon payment by Client of the Annual Software as a Service Fee within thirty (30) days of receipt of the renewal invoice, unless otherwise revised or terminated under the provisions of this Agreement. Each annual renewal invoice will be issued thirty (30) days prior to renewal. 4. GRANT OF LICENSE 4.1. This Agreement provides Client with a non-exclusive and non-revocable license for Teller as identified in Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and Client remains current with payment of their Annual Software as a Service Fee. 4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at CanAm hosting site. 4.3. Client is licensed to use Teller only for processing transactions associated with Client’s business or public purposes. Any other use of Teller by Client is not permitted. 5. SOFTWARE AS A SERVICE FEE 5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller SaaS Services. The first year of the Teller Software as a Service Fee is billable upon execution of this agreement. 5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A. 5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A. Packet Page. 1829 5 7 6 6 5.4. Client agrees to remit payment annually within 30 calendar days of receipt of the invoice. CanAm reserves the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any fees or expenses not paid with forty-five (45) days of date of invoice. 6. SUPPORT SERVICES 6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and professional manner. CanAm will provide unlimited technical support for Client’s Teller support personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller Plugins. 6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller support desk will be staffed from 6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding CanAm published holidays. Extended hours of On Call Support outside of these working hours can be provided at additional rates per Section 8. 6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical and High priority issues. Severity Definition Response Time Resolution Time Critical Client site is down. Major impact to operations of Client site. < 15 minutes Immediate and ongoing effort, with daily reporting to Client as necessary until a work-around or fix has been provided. High Major impairment of at least one important function at Client site. Operations at Client site are impacted. All important Client functions are working albeit with extra work. < 1 hour Proceed with fix as high priority work with reporting to Client as necessary until a work-around or fix has been provided. Medium Client Operations not significantly impacted. One or more minor Client functions not working. Major usability irritations impacting many staff at Client. < 4 hours Proceed with fix as medium priority work, according to schedule set by CanAm. Low Minor usability irritations. Work-around exists. < 2 business days Proceed with fix as low priority work, according to schedule set by CanAm 6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third-Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included. 6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm. Packet Page. 1830 5 7 6 6 6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client. 7. CLIENT OBLIGATIONS AND RESPONSIBILITIES Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the following tasks will be the sole responsibility of Client: 7.1. Infrastructure Support –managing the local Internet Service Provider (ISP) providing Client its internet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures. 7.2. First-Line Teller Support – Client is responsible for providing first-line Teller support to Client staff. First- line Teller Client support is responsible for researching issues and assessing if they are the result of a Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support requests. 7.3. Future Updates – Client acknowledges that future Updates of Teller software may require different or additional Client equipment and/or software to function properly. CanAm will provide Client with sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and maintain such different or additional equipment and/or software. 8. PROFESSIONAL SERVICES 8.1. At the request of Client, CanAm may provide any or all of the following professional services: development of custom Configurations, report development, training, extended warranty, first line Teller support, On Call Support, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work. 8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work. 9. PAYMENT FOR SERVICES 9.1. Client will pay (either to CanAm directly or to an authorized CanAm reseller, as applicable) the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm. 9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed. 9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within thirty (30) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent interest per month on any undisputed outstanding balance of any fees or expenses not paid within forty- five (45) days of date of invoice. 10. SOURCE CODE 10.1.This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement. 10.2.Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request. Packet Page. 1831 5 7 6 6 11. REPRESENTATIONS AND WARRANTIES 11.1.CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via an Update if necessary. 11.2.The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, licensed Interfaces are warranted. Material changes to the Client environment may require additional fee-based work. 11.3.CanAm does not provide warranty for any custom Configuration, custom code not developed by CanAm, or Third Party files included with Teller that are required to integrate with equipment or Third Party software. 11.4.CanAm warrants that it has full power and authority to grant this Teller license and that as of the effective date of this Agreement, the Teller software does not infringe on any existing Intellectual Property rights of any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option either: a) secure for Client the right to continue using the Teller software; or b) modify the Teller software so that it does not infringe. If CanAm cannot or does not either secure for Client the right to continue using the Teller software or modify the Teller software so that it does not infringe, Client may terminate this Agreement for CanAm’s breach under Section 15.2. This represents Client's sole and exclusive remedy with respect to this warranty. CanAm has no obligation to indemnify Client under this Section if any infringement claim is solely based upon or caused by the following: (i) a use for which Teller was not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, or like materials provided by Client to CanAm, which has resulted in the infringement action; and/or (iii) the unapproved combination, operation or use of Teller with any other Third Party product not provided by CanAm, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question. CanAm provides no warranty whatsoever for any Third Party software or hardware products. In the event of an infringement claim for which Client is or may be entitled to indemnification hereunder, CanAm will assume the defense at CanAm’s sole expense. CanAm will consult with Client regarding any settlement of any Third Party Claim but shall not be required to receive Client’s consent to settle any such claim, provided that no settlement shall require Client to admit any wrongdoing without Client’s consent. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice. 11.5.TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE. 11.6.THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR INFORMATION GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN. 12. OWNERSHIP OF SOFTWARE AND DATA 12.1.CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 – 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United Packet Page. 1832 5 7 6 6 States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of Teller is strictly prohibited. 12.2.CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement. 12.3.CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client. 12.4.Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client. 12.5.Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party. 12.6.Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm. 12.7.Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client. 13. CONFIDENTIAL AND PROPRIETARY INFORMATION 13.1.Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed. 13.2.As used in this Agreement, the term “confidential or proprietary information” (“Confidential Information”) means all trade secrets or proprietary information designated as such in writing by one Party to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if: a) it would be apparent to a reasonable person, familiar with the business of the releasing Party and the industry in which it operates, that such information is of a confidential or proprietary nature; or b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving Party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made. 13.3.Except as required by law, each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information. Packet Page. 1833 5 7 6 6 13.4.Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect Confidential Information, and will be responsible to the other Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such violation. 13.5.The obligations of each Party specified above will not apply with respect to any Confidential Information, if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information: a) was generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party; b) was already in the possession of the receiving Party at the time of disclosure; c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose such Confidential Information; d) was independently developed by the receiving Party without reference to, or reliance upon, the Confidential Information; or e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental regulations, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure and, if possible, ensure that the confidentiality obligations of this Agreement are maintained. 13.6.If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined in such legislation regarding protection of privacy and disclosure of records with respect to all work done for Client pursuant to this Agreement. 13.7.Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall certify in writing that it has not retained any copies of any materials belonging to or furnished by the other Party, and that any software provided by the other Party pursuant hereto has been deleted from that Party’s computer and no copies have been retained in any form. The foregoing obligation shall not apply to Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which is not reasonably practicable. 13.8.CanAm understands and agrees that, in the performance of the work or services under this Agreement may involve access to City data or information that is Confidential Information. CanAm agrees to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third-parties other than its employees, agents, or authorized subcontractors who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. CanAm and any subconsultants or agents shall use Confidential Information only in accordance with all applicable local, state and federal laws restricting the access, use and disclosure of Confidential Information and only as necessary in the performance of this Agreement. CanAm’s failure to comply with any requirements of local, state or federal laws restricting access, use and disclosure of Confidential Information shall be deemed a material breach of this Agreement, for which City may terminate the Agreement. CanAm agrees to advise and require its respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. CanAm will not disclose any Confidential Information of City except as compelled by a court or administrative body or required by any law or regulation. CanAm will give notice if any disclosure request is received for City’s Confidential Information, so City may file an objection with the relevant court or administrative body. Packet Page. 1834 5 7 6 6 14. LIMITATIONS OF LIABILITY AND INDEMNITY 14.1.To the fullest extent permitted by law, CanAm (“Indemnifying Party”) shall defend at CanAm’s expense , indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers (collectively, the “Indemnitees”) free and harmless from any and all third party claims, demands, causes of action, suits, actions, proceedings for , costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Third Party Claims”) in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of CanAm, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes claims solely arising from the acts or omission of any Indemnitee. CanAm’s indemnification obligation shall survive the expiration or earlier termination of this Agreement 14.2.Neither Party shall be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation loss of profits (otherwise than in respect of any obligation to pay the fees due to CanAm), savings, revenue, business or data, however arising, whether in contract, tort (including negligence) or any other legal or equitable theory, even if it has been advised of the possibility of such damages; and (ii) the Parties’ liability shall not exceed, in the event of City’s liability to CanAm, the fees and expenses due and owing to CanAm, and in the event of CanAm’s liability to the City, the fees and expenses actually paid by the City to CanAm, in the twelve (12) month period prior to the event giving rise to the claim. The City’s sole and exclusive remedy with respect to any alleged breach of a license or subscription agreement for, any warranty under a license or subscription agreement for, or the suitability, characteristics, functionality or performance of, or infringement of Intellectual Property Rights by, third party software shall be in accordance with the terms of the license or subscription agreement or related agreements between the City and the third party software vendor and CanAm shall have no liability therefor. Notwithstanding any of the foregoing, this limitation of liability provision shall not apply to losses and damages resulting from breaches of confidentiality, willful misconduct, bodily injury, death, damage to physical property, violations of applicable laws and gross negligence.. 14.3.. 15. TERMINATION AND DEFAULT CONDITIONS 15.1.CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due date provided that CanAm has issued a minimum of two (2) delinquency notices, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement. 15.2.Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement. Packet Page. 1835 5 7 6 6 15.3.City has the right to terminate or abandon any portion or all of the work under this Agreement by giving sixty (60) business days written notice to CanAm. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned upon payment to CanAm for work performed. City shall pay CanAm the value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the project for which a payment request has not been received, the charge for Services performed during such task shall be the value of such Services, based on the hourly rate set forth in the Statement of Work. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. CanAm shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of work. 15.4.In the event that, during the term of this Agreement, funds are not appropriated for the payment of Client’s obligations hereunder, Client may terminate this Agreement with thirty (30) days advance written notice, effective on the last day for which an appropriation has been made. 15.5.Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement. 16. RIGHTS AND OBLIGATIONS 16.1.If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date. 16.2.Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination. 16.3.Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make reasonable provision for an extract of Client’s operational data from Client’s Production Environment if requested by Client. 16.4.Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless from any claims arising from Client’s violation of such export control laws. 17. DISPUTES 17.1.CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client. 17.2.In the event of any dispute arising between CanAm and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in Packet Page. 1836 5 7 6 6 writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to: •First level: the Project Manager of CanAm and the Project Manager for Client; and •Second level: the President/CEO of CanAm and the Chief Executive for Client. 17.3.In the event the grievance cannot be resolved to the mutual satisfaction of the parties within 30 calendar days, the Party feeling itself aggrieved may request mediation, based on the then-current commercial mediation rules of the American Arbitration Association. The award of the mediation body will be non- binding upon CanAm and Client. 18. RELATIONSHIP OF THE PARTIES 18.1.Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever. 19. WAIVER 19.1.No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy. 20. ASSIGNMENT AND SUCCESSION 20.1.This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless with the prior written consent of the opposite Party signed by an officer thereof, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 21. NON SOLICITATION 21.1.Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of termination of this Agreement (or the date of termination of the final SOW if that date is later), it will not on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a general public “help wanted” type of solicitation by a Party; or (ii) any individual who, of his or her own volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who such Party has not induced or solicited to make such approach, contact, or solicitation. 22. FORCE MAJEURE 22.1.Neither Party shall be under liability to each other by reason of non-performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder. 23. SEVERENCE 23.1.If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect. Packet Page. 1837 5 7 6 6 24. INSURANCE 24.1.Before commencement of the Services, CanAm shall take out and maintain, at its own expense, and shall cause any subcontractor with whom the CanAm uses for the performance of Services to take out and maintain, the following insurance until completion of the Services or termination of the Agreement, whichever is earlier, except as otherwise required by the “Minimum Limits of Insurance” section below. All insurance shall be placed with insurance companies that are licensed and admitted to conduct business in the state of California and are rated at a minimum with an “A:VII” by A.M. Best Company, unless otherwise acceptable to the City. The amount of such insurance shall be at least for the limits specified below: Coverage Limits of Liability Workman’s Compensation Statutory Professional Liability/Errors & Omissions $2,000,000 Cyber Liability $1,000,000 Employer’s Liability $1,000,000 General Liability Per Occurrence $1,000,000 Each Occurrence General Liability Aggregate $2,000,000 Non-owned Automobile Combined Single Liability Limit $1,000,000 CanAm shall list the City, its officers, officials, employees, and volunteers as additional insured with respect to general liability and automobile. Additionally, CanAm shall also obtain any endorsements that may be necessary to affect the waiver of subrogation for the aforementioned coverages. 24.2.CanAm shall provide Client with acceptable evidence of insurance upon request. 25. CURRENCY 25.1.Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars. 26. GOVERNING LAW 26.1.This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California. The parties irrevocably attorn to the jurisdiction of the courts of the State of California. The Parties also agree that the venue of any action to enforce the provisions of this Agreement, or any document executed in connection with this Agreement, shall be in the County of San Bernardino, California. 27. COUNTERPARTS 27.1.This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart. Packet Page. 1838 5 7 6 6 28. ENTIRE AGREEMENT 28.1.This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. All terms of any order acknowledgement or other document provided by Client, including but not limited to any pre- printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, shall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties. Can/Am Technologies, Inc. City of San Bernardino, CA ________________________________ _____________________________ Signature Signature _________________________________ _____________________________ Name Name _________________________________ _____________________________ Title Title _________________________________ _____________________________ Date Date Packet Page. 1839 5 7 6 6 Exhibit A Licensed Teller Interfaces and Users License Description Quantity Monthly Base Amount Teller Standard License Teller Standard License Package: •Production instance of Teller •Test instance of Teller •5 Named User Licenses •Credit Processing Interface •Unlimited read-only users •Hosting and Support Services 1 $2,595 Based on $35/month/user. Future Additional Named Users @ $50/month/user Named User Licenses (total: 153 user licenses)148 $5,180 Based on $250/month/interface. Future Business System Interfaces at $275/month/interface Oracle A/R, Acella, Go Enforce, PSI, Chamelon, Library 6 $1,500 End of Day Payment Import Interfaces @ $165/interface Image Cash Letter License / Check Recognition License Up to 30,000 annual check scans 1 $495 Revenue Submission Up to 8 departments 1 $400 Teller Online Up to 50,000 annual transactions for A/R, Accela, Licenses and 1 tbd. 1 $1,225 Monthly Total Pricing based on annual payment $11,395 Packet Page. 1840 5 7 6 6 Annual Software as a Service Fees* License and all other fees are in US dollars and exclude any applicable taxes. Time Period Fee Year 1 $136,740 Year 2 $142,210 Year 3 $147,898 Year 4 $153,814 Year 5 $159,966 Professional Services* All rates are in US dollars and exclude any applicable taxes. Service Rate Professional Services Hours $220/hr * After year one, Annual Fees and the Professional Services Hourly rate will be subject to an annual increase equal to 4% annually. Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, and henceforth included in the annual invoice. Packet Page. 1841 5 7 6 6 Exhibit B SaaS Service Level Agreement 1. OWNERSHIP OF DATA 1.1. Regardless of the location of the hosting facility, Client will retain sole and complete, legal and beneficial ownership of its data stored on the Hosting Services Site. 1.2. CanAm’s responsibilities and rights regarding Client data are solely restricted to the provision of services described in this Hosting SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction. 1.3. Client may request return of any or all of its data at any time, for any reason, and CanAm will provide such data within a reasonable period of time, in native format. 2. OVERVIEW OF SAAS SERVICES 2.1.CanAm is committed to providing secure, reliable and dedicated SaaS Services to Client. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States. 2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable functionality, and meeting the standards in this document. 2.3. All SaaS services will be provisioned from data centers located within the United States. 2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to Client: Service Description Secure Hosting Site A secure hosting facility with 24/7 security control. Internet Service Providers A facility with stable network connectivity across North America. Internet services will be routed through multiple independent carriers to eliminate single-carrier points of failure. Data and Service Redundancy Redundant storage across multiple zones providing failover in the event of a catastrophic failure at the primary hosting site. Software Operating System, Database and Virus Protection software as required to run the Teller environments. CanAm will keep systems secure by keeping them up-to-date on security patches and security audits, and all Third-Party critical updates will be applied in a timely manner following Third-Party vendor notification. Teller Software Updates CanAm will test and install into the Teller environment at the SaaS Services hosting Site, all Updates to the Teller software which are made generally available during the term of this Agreement. Data Backups Securing Client data against loss is a key provision within the SLA. Full backups will be performed on a regular basis. 3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES 3.1. While the SaaS Services Site availability will generally be expected to be 24 x 7 (except for scheduled or critical outages), the commitment of CanAm is to provide SaaS Services hosting site availability during CanAm business hours (6:00 am – 6:00 pm Monday through Friday Mountain Time, excluding published Packet Page. 1842 5 7 6 6 CanAm holidays) for 99.9% uptime or better in a calendar month. Credits may be claimed only against loss of SaaS Services during CanAm business hours. 3.2. If CanAm during regular Client business hours fails to provide SaaS Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future SaaS Service Fees in accordance with the following schedule: SaaS Services Site Availability Credit Percentage (of monthly fee) 99.9% to 100%0% 98.0% to 99.8%2.5% 97.0% to 97.9%5% 95.0% to 96.9%7.5% 90.0% to 95.0%25% Below 90.0%100% 3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be calculated to the minute from the time it is first detected (by our monitoring or by Client report) until service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business Days in Month – Emergency Outage (as defined below) minutes). Credits will be applied to the next billing cycle. 3.4. The total amount credited to Client for any given month under this SaaS Services SLA will not exceed the total Annual Software as a Service fee paid by Client for such month for the affected service. Except in cases of gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services covered under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages. 3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm SaaS Services caused by: •Scheduled Maintenance – Time allocated for scheduled monthly maintenance, Emergency Outage, or critical updates of servers and other CanAm equipment will not be considered “down time” as used in the calculation of SaaS Services availability described in Section 3.2 of this SaaS Services SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this SaaS Service SLA. The schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks prior. Except for emergencies, maintenance outages will be communicated via e-mail to the Client at least 2 business days in advance of any such outage. •Client Equipment – Client is solely responsible for maintaining all Client equipment not at the SaaS Services Site and for ensuring that such equipment is in proper working order, has the correct software installed, and has the ability to connect to the CanAm SaaS Services for the exchange of data. •Client ISP Provider – Client is solely responsible for maintaining all Client connections with local Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP connections. •Internet Outages – CanAm is not responsible for Internet outages (including ISP peering) that may make CanAm SaaS Services appear inaccessible when others can still access it. Packet Page. 1843 5 7 6 6 •Client Acts or Omissions – including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the SaaS Services in breach of the terms and conditions of this SaaS Services SLA. •Emergency Outage - Unavailability of SaaS due to Can/Am or hosting provider response to critical security vulnerability (such as a “Zero Day Vulnerability”) or suspected breach •Force Majeure Packet Page. 1844 ©2024 Can/Am Technologies, Inc. Exhibit C: Statement of Work City of San Bernardino, CA Teller Implementation Project Packet Page. 1845 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 2 of 14 Overview This Statement of Work (“SOW”) is issued pursuant to the Teller Software as a Service agreement (the “Agreement”) between the City of San Bernardino, CA (“Client”) and Can/Am Technologies, Inc (“CanAm”). The SOW describes the scope and pricing of services and hardware for the Teller implementation project. This Project has a fixed-price cost of $254,200 for professional services, not including travel costs and optional items which are itemized in this document. SaaS Licensing costs are specified in the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document. The schedule will be discussed with the Client project team at the Project Kick-off meeting before a final schedule is established and will be contingent on several factors including Client staff availability and resources. Packet Page. 1846 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 3 of 14 Contact Information Can/Am Technologies President: Joshua Langemann •Direct Phone: 303-847-4684 •E-mail: joshua@canamtechnologies.com Can/Am Technologies Director of Implementations: Noah Ardron •Direct Phone: 720-577-5180 •E-mail: noah@canamtechnologies.com Teller Project Manager: Ben Schweitzer •Direct Phone: 720-577-5331 •E-mail: ben.schweitzer@canamtechnologies.com Can/Am Technologies Information: Mailing Address: 1819 Denver West Dr, Suite 225 Lakewood, CO 80401 Telephone: 1-844-583-5537 – toll-free Packet Page. 1847 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 4 of 14 Scope of Work The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard reporting, training, and UAT/Go-live support. The stated Target Month will be determined by CanAm and the Client and may be adjusted once an approved project timeline is completed. Scope of Services Target Month Activity Description Acceptance Criteria A.2 Project Pre- Planning Preliminary planning, team ramp-up, and kickoff scheduling/project alignment. Kickoff scheduled. 1 Kickoff Meeting, Teller Analysis Workshops, and Configuration 2 days of onsite or remote configuration analysis, including: •Teller Kickoff meeting with implementation team members to provide project overview and demonstration of Teller. •Analysis workshops for configuration of Teller software for baseline Teller department. •IT workshop for coordination of deployment, hosting, and IT requirements for equipment. •Project planning. CanAm has completed workshops and shared the resulting initial decision documentation. 2 Interface Workshops 2 days of onsite or remote interface analysis, including: •Oracle Financials •Oracle A/R •Accela (Bi-Directional) •Go Enforce (Bi-Directional) •PSI (Bi-Directional) •Chameleon (Bi-Directional) •Library (Bi-Directional) •TBD Credit Integration •ICL – Bank TBD CanAm has completed workshops and shared the initial resulting decisions and interface requirements. 2/3/4 Interface Requirements Interface specifications for all third-party interfaces including: •Oracle Financials •Oracle A/R •Accela (Bi-Directional) •Go Enforce (Bi-Directional) CanAm has delivered finalized Interface Requirements documents based on information gathered with Client on each interface. Packet Page. 1848 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 5 of 14 •PSI (Bi-Directional) •Chameleon (Bi-Directional) •Library (Bi-Directional) •TBD Credit Integration •ICL – Bank TBD 5 Teller Configuration Completion of initial Teller Configuration and Setup for baseline Department based on Workshops. CanAm has performed initial Teller configuration available to Client in Test environment and provided the Teller Configuration Spreadsheet and Analysis Decisions Document. 5 Interface Configuration Configuration of Teller interfaces to: •Oracle A/R •Oracle Financials CanAm has demonstrated working integrations in Client Test environment. 6 Interface Configuration Configuration of Teller interfaces to: •Accela •TBD Credit Integration CanAm has demonstrated working integrations in Client Test environment. 7 Revenue Submission Configuration Completion of initial Revenue Submission configuration. CanAm has performed initial Revenue Submission configuration available to Client in Test environment. 8 Interface Development Development of new Teller interfaces to: •Go Enforce (Code) CanAm has demonstrated working integrations in Client Test environment. 9 Interface Development Development of new Teller interfaces to: •PSI CanAm has demonstrated working integrations in Client Test environment. 10 Interface Development Development of new Teller interfaces to: •Chameleon •TBD ICL Integration CanAm has demonstrated working integrations in Client Test environment. 11 Interface Development Development of new Teller interfaces to: •Library CanAm has demonstrated working integrations in Client Test environment. 12 Teller Online Configuration Completion of initial Teller Online configuration. •Oracle A/R •Accela •PSI •1 TBD CanAm has performed initial online configuration available to Client in Test environment. 13 System Integration Testing System Integration Testing with Client systems and all interfaces and configuration in place. CanAm has demonstrated all integrations in Client Test environment. Packet Page. 1849 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 6 of 14 14 Training Delivery of final configuration for 8 Departments. Training preparation and 3-days of onsite or remote delivery of setup and training sessions: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) 3. Revenue Submission Training (Train the Trainer) 4. Teller Online Administration Training Training sessions completed including remedial sessions as needed. 14 UAT Remote support for Client’s User Acceptance Testing. Client-led End-User Training. CanAm has documented all issues identified and resolved any High or Critical priority issues raised during agreed-upon UAT period. 15 Go Live Provision Teller Production environment, including configurations made to the Test environment. Provide 2 days of onsite or remote go-live support by a Teller technician. 1-month Post-Go Live Support by Implementation team or until any critical or high priority issues remain unresolved. Transition to Teller Client Care for ongoing support. Teller is utilized in Production by Client for one month with all in-scope functions operational and any High or Critical priority issues resolved in Production to Client’s satisfaction. Monthly Project Management Monthly Plan and oversee all aspects of the Teller implementation project to meet the Client’s project goals on time and within budget. Estimated at 15 months. CanAm will provide monthly project status documents to the Client’s project manager. Packet Page. 1850 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 7 of 14 Estimated Travel Costs Item Description Estimated Total Travel (4 trips)Actual costs billed monthly as incurred in each month $16,025 Packet Page. 1851 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 8 of 14 Payment Milestones Invoices will be sent once a month for PM services and the portion of the project attributable to the month per the schedule below. Hardware will be billed on separate invoices. Month Planned Activities Notes Amount A.1 Contract Execution 25% of services upon contract execution. $63,500 A.2 Project Pre-Planning Pre-Planning and Kickoff Alignment. $0 1 On-site Kickoff Meeting, Teller Analysis Workshops Services, PM $12,700 2 On-Site Interface Workshops, Interface Requirements Services, PM $12,700 3 Interface Requirements Services, PM $12,700 4 Interface Requirements Services, PM $12,700 5 Teller Configuration, Interface Configuration Services, PM $12,700 6 Interface Configuration Services, PM $12,700 7 Revenue Submission Configuration Services, PM $12,700 8 Interface Development Services, PM $12,700 9 Interface Development Services, PM $12,700 10 Interface Development Services, PM $12,700 11 Interface Development Services, PM $12,700 12 Teller Online Configuration Services, PM $12,700 13 System Integration Testing Services, PM $12,700 14 Training, UAT Services, PM $12,700 15 Go Live Services, PM $12,900 $254,200 Packet Page. 1852 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 9 of 14 Pricing Terms •All quoted pricing is in US dollars and exclusive of any applicable taxes. •All invoices are based on Net 30 payment terms. CanAm reserves the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any fees or expenses not paid with forty-five (45) days of date of invoice. Packet Page. 1853 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 10 of 14 Hardware Options Equipment prices are provided based on current rates, and subject to change due to changing hardware costs. Item Model Unit Price Quantity Total Receipt Printer Epson TM-M30/USB/Thermal Printer $312 0 $0 Check Scanner Digital Check CheXpress CX30 $481 0 $0 Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi-Pro interface cable $328 0 $0 Credit/Debit Device Ingenico Lane 5000 USB credit/debit PINPad with cables $768 0 $0 Total Equipment 0 $0 Packet Page. 1854 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 11 of 14 Assumptions •All deliverables are provided on a Fixed Price basis. •25% of services are billed upon contract signing. •No data conversion of cashiering data is anticipated in this project or included in the scope. •Usage training is on a “train the trainer” basis, designed to enable the Client’s key users to train existing and future staff on Teller. It is assumed that Can/Am will provide one set of training with key Client staff and trainers, who will perform end-user training for each area. •Statement of Work is based on the assumption of a single Teller implementation cycle. •Configuration milestones assume CanAm will implement/assist in implementation of eight departments. Any additional departments will be configured by Client or will be additions to scope. •Bi-Directional interfaces scoped within Interface Configuration Activities assume the usage of pre-existing Teller integration capabilities with the specified systems/solutions. Any new functionality requests/requirements will be evaluated and may constitute additions to scope. •Online Payment and Credit Processing functionality assumes that Client will contract with a single Teller-integrated credit/e-pay provider for electronic payment processing and online bill payment. •Image Cash Letter integration is based on an interface with the Client Bank and assumes that the Bank will cooperate in testing and approval for ICL submission from Client’s Teller system. •The CanAm Project Manager will coordinate the project with the Client, in conjunction with the project team implementing the Oracle solution. •The travel and accommodation costs necessary to deliver the scope of this effort described in this document are estimated and will be billed based on actual travel costs per the Can/Am Travel Policy. Public health concerns may require a combination of remote and on-site implementation. Client Responsibilities •Client Teller Business Owner/SME (and/or delegates) – Can/Am estimates that this role will spend an average of no more than 20 hours per month on Teller-related activities. o Provide available current cashiering process documentation, including copies of any forms or receipts used. o Provide mandatory cash management controls required. o Provide list of items for sale with applicable price & account strings. o Identify and provide subject matter experts to collaborate with CanAm. o Attend analysis, demonstration, and training sessions. o Create user acceptance testing scenarios and plans. o Provide training to end users prior to go live. Packet Page. 1855 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 12 of 14 o Acquire all POS hardware and Credit Terminals (Through CanAm if desired). •Client Teller Technical Owner/SME (or Delegates) – Can/Am estimates that this role will spend an average of no more than 20 hours per month on Teller-related activities. o Identify and provide subject matter experts to collaborate with CanAm. o Attend analysis, demonstration, and training sessions. o Set up all POS hardware and Credit Terminals. o For all business application interfaces, obtain and provide the Teller implementation team with all API specifications and/or database connections and/or example files as well as a dev/test environment suitable for development of the interfaces. Where a test environment is not available, Client will provide a technical resource that will provide sample input data and validation of all output batch files. •Client staff will be available when required. Delays caused by lack of access may impact cost and schedule. Packet Page. 1856 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 13 of 14 UAT and Change Management UAT Acceptance The process of UAT acceptance allows the project teams and other project stakeholders to confidently move the project forward to Go Live knowing that key deliverables have been completed to the satisfaction of both parties. Upon completion of all deliverables and delivery of the complete system into the Client Testing Environment, Client will conduct User Acceptance Testing based on test plans that the Client develops. CanAm will support Client in this process. Within 2 weeks of start of testing, Client will deliver to CanAm a list of all issues the High or Critical of which must be resolved prior to go live, if any. High and/or Critical issues will be resolved within a timeline mutually agreed by Can/Am, Client and Oracle project teams. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. This process will be documented with an Issues Log to enable tracking of issues and approval of results. Change Requests Scope management is a joint responsibility of the CanAm Project Manager and the Client Project Manager. The project team naturally plays a significant role in the management of scope and ultimately the success of the project. The change control process is initiated when CanAm and/or Client determine that a change is required to the current scope or schedule baseline at the time the change is identified. Changes to the project scope, schedule and costs will be documented and agreed to using Change Request forms executed by the Client Project Manager and the CanAm Project Manager. Packet Page. 1857 Exhibit C: Statement of Work – Teller Implementation Project City of San Bernardino, CA 10/18/2024 ©2024 Can/Am Technologies, Inc.Page 14 of 14 Warranty 1. CanAm represents and warrants that: a. it will perform the Services in a professional manner. This includes taking in good faith all reasonable measures to achieve the results described in the Statement of Work; b. the Deliverables created by CanAm in connection with this Agreement will conform to the terms and specifications provided herein; c. it will not unreasonably delay deliverables beyond the estimated completion months set forth above, and it will immediately inform Client of any delays; d. it has the full power and authority to enter into this Agreement, to carry out the obligations under this Agreement and to grant to Client the rights granted hereunder. 2. Unless otherwise directed by Client, CanAm will commence the Services at the time specified in the Statement of Work or as otherwise agreed by the Parties. Unless otherwise specified by Client, the Services will continue without interruption, and the Services will be completed, and the Deliverables will be provided within the time specified. Notwithstanding the foregoing, Client acknowledges that CanAm’s performance of this Agreement is dependent in part on Client’s actions and that any dates or time periods relevant to the performance of this Agreement by CanAm will be appropriately extended to account for any delays caused by Client’s actions or omissions or failure to perform any of its obligations pursuant to this Agreement. 3. CanAm warrants the Services provided under this Agreement for a period of ninety (90) days after go-live. Packet Page. 1858 1 PUBLIC SECTOR AGREEMENT FOR ORACLE CLOUD SERVICES This Public Sector Agreement for Oracle Cloud Services (this “Agreement”) is between Oracle America, Inc. (“Oracle,” “we,” “us,” or “our”) and the entity that has executed this Agreement as identified in the signature block below (“You” or “Your”). This Agreement sets forth the terms and conditions that govern orders placed under this Agreement. 1. USE OF THE SERVICES 1.1. We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal business operations. You may allow Your Users (as defined below) to use the Se rvices for this purpose, and You are responsible for their compliance with this Agreement and Your order. 1.2. The Service Specifications describe and govern the Services. During the Services Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below). Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order. 1.3. You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute any product or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services, except as permitted in the Service Specifications; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle’s prior written approval, except as permitted in the Service Specifications, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Service s; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy. 2. FEES AND PAYMENT 2.1. All fees payable are due within 30 days from the invoice date. Once placed, Your order is non -cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value - added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our income. Fees for Services listed in an order are exclusive of taxes and expenses, unless expressly stated otherwise in Your order. 2.2. If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess quantity. 2.3. You understand that You may receive multiple invoices for the Services. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, available at https://www.oracle.com/contracts/cloud-services. 3. OWNERSHIP RIGHTS AND RESTRICTIONS 3.1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. Packet Page. 1859 2 3.2. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. 3.3. You have the authority to and do grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. 3.4. Except as permitted by this Agreement or Your order, You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party. 4. NONDISCLOSURE 4.1. By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure. 4.2. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. 4.3 Subject to applicable law, each party agrees not to disclose the other party’s Confidential Information to any third party. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. 4.4 The parties acknowledge and agree that You and this Agreement are subject to applicable freedom of information or open records laws. Should You receive a request under such law for Oracle’s Confidential Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle’s Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure. 5. PROTECTION OF YOUR CONTENT 5.1. In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at https://www.oracle.com/contracts/cloud-services. 5.2. To the extent Your Content includes Personal Information (as that term is defined in the applicable data privacy policies and the Data Processing Agreement (as defined below)), Oracle will furthermore comply with the following: a. the relevant Oracle privacy policies applicable to the Services, available at http://www.oracle.com/us/legal/privacy/overview/index.html; and b. the applicable version of the Data Processing Agreement for Oracle Services (the “Data Processing Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement applicable to Your order (i) is available at https://www.oracle.com/contracts/cloud-services and is incorporated herein by reference, and (ii) will remain in force during the Services Period of Your order. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable Oracle privacy policies), the terms of the Data Processing Agreement shall take precedence. 5.3. Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Information) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, Packet Page. 1860 3 arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement and/or Your order. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security or confidentiality of such content outside of Oracle’s control. 5.4. Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any data that imposes specific data security, data protection, or regulatory obligations on Oracle in addition to or different from those specified in the Data Processing Agreement, Service Specifications or this Agreement. If Your Content includes any of the foregoing data (e.g., certain regulated health or payment card information), Oracle will process such data only pursuant to the terms of Your order, the Data Processing Agreement, Service Specifications and this Agreement. You are responsible for complying with Your specific regulatory, legal or data security obligations which may apply to such data. If available for the Services, You ma y purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to address specific data security, data protection or regulatory requirements applicable to such data. 6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 6.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill and in all material respects as described in the Service Specifications (the “Services Warranty”). If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services). 6.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES PAID FOR THE DEFICIENT SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT. 6.3. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. LIMITATION OF LIABILITY 7.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION. 7.2. EXCEPT FOR LOSSES AND DAMAGES RESULTING FROM BREACHES OF CONFIDENTIALITY, REFUSAL OF SERVICES, WILLFUL MISCONDUCT, BODILY INJURY, DEATH, DAMAGE TO PHYSICAL PROPERTY, VIOLATIONS OF APPLICABLE LAWS OR GROSS NEGLIGENCE, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED TWO TIMES (2X) THE TOTAL COMPENSATION DUE TO ORACLE UNDER THIS AGREEMENT. 8. INDEMNIFICATION 8.1. Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result Packet Page. 1861 4 any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct in performance of its obligations under this Agreement. 8.2. If a third party makes a claim against either You or Oracle (“Recipient,” which may refer to You or us, depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provider,” which may refer to You or us depending on which party provided the Material) infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will, to the extent not prohibited by law, defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); b. gives the Provider sole control of the defense and any settlement negotiations to the extent permitted by law; and c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days’ prior written notice, terminate the order and refund any unused, prepaid fees for the Services under the terminated order. If such Material is third party technology and the terms of the third party license do not allow us to terminate the license, then we may, upon 30 days’ prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version of the Material which has been superseded (and the Recipient has been notified in writing of the new version), if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any material not furnished by the Provider. We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a social media post from a third party blog or forum, a third party web page accessed via a hyperlink, marketing data from third party data providers, etc.). This Section 8.2 provides the parties’ exclusive remedy for any claims or damages under Section 8.2. 9. TERM AND TERMINATION 9.1. Unless this Agreement is terminated earlier, You may place orders governed by this Agreement for a period of five years from the date You accept this Agreement. Even if terminated, this Agreement will continue to govern any order for the duration of the Services Period of such order. 9.2. Services shall be provided for the Services Period defined in Your order. Notwithstanding anything to the contrary in the Service Specifications, the Services You order will not be automatically renewed. 9.3. We may suspend Your and/or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; (c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. For Services with the applicable operational capability, Oracle will use reasonable efforts to limit any suspension only to the portion of the Services related to the issue causing suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed Packet Page. 1862 5 on the suspension date) available to You. Any suspension under this Section shall not excuse You from Your payment obligations. 9.4. If either of us breaches a material term of this Agreement or any order and fails to correct the breach within 30 days of written specification of the breach (provided in accordance with Section 16.1 below), then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case of breach of this Agreement, this Agreement and any orders that have been placed under this Agreement. If we terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the terminated order(s) plus related taxes and expenses. Except for nonpayme nt of fees, the non- breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement and/or Your order, You may not use those Services ordered. 9.5 You may terminate this Agreement at any time without cause by giving Oracle 30 days prior written notice of such termination. Termination of the Agreement will not affect orders that are outstanding at the time of termination. Those orders will be performed according to their terms as if this Agreement were still in full force and effect. However, those orders may not be renewed or extended subsequent to termination of this Agreement. 9.6 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period) available for retrieval by You during a retrieval period specified in the Service Specifications. Following the retrieval period, and except as may be required by law, we will delete any of Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service Specific ations. 9.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive. 10. THIRD PARTY CONTENT, SERVICES AND WEBSITES 10.1. The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle does not control and is not responsible for Third Party Content or Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle. 10.2. Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content. 10.3. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (b) features of the Services that interoperate with Third Party Services, such as FacebookTM, YouTubeTM and TwitterTM, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. Any change to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes. 11. SERVICE MONITORING, ANALYSES AND ORACLE-PROVIDED SOFTWARE 11.1. We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non -Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s Packet Page. 1863 6 product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2. We may (a) compile statistical and other information related to the performance, operation and use of the Services, and (b) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (above clauses (a) and (b) are collectively referred to as “Service Analyses”). We retain all intellectual property rights in Service Analyses. 11.3. We may provide You with the ability to obtain certain Oracle -provided Software (as defined below) for use with the Services. Unless we specify that separate terms will apply to Oracle-provided Software, any Oracle- provided Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use, and allow Your Users to use, such Oracle-provided Software, subject to the terms of this Agreement and Your order, solely to facilitate Your authorized use of the Services. Your right to use any Oracle-provided Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle-provided Software. Your right to use any part of the Oracle-provided Software that is licensed under the separate terms is not restricted in any way by this Agreement. 12. HARDWARE DEVICES The terms in this Section 12 (Hardware Devices) only apply to an order which includes a Hardware Device. 12.1. Your order may include a Hardware Device (as defined below), which You may use with the applicable Services as described in the Service Specifications. The terms of this Agreement and Your order (including those terms that refer to Services) govern Hardware Devices, the Operating System and Integrated Software (both as defined below), unless expressly stated otherwise in this Section 12, or if the terms by their nature would be inapplicable to Hardware Devices. 12.2. We provide a limited warranty for Hardware Devices as described in the Oracle Hardware Warranty available at http://www.oracle.com/contracts/hardware. Any changes to the Oracle Hardware Warranty will not apply to Hardware Devices ordered prior to such change. 12.3. We provide technical support services for Hardware Devices as described in the Service Specifications and/or Oracle’s Hardware and Systems Support Policies in effect at the time the technical support services are provided (available at http://www.oracle.com/contracts/hardware), as applicable. 12.4. With respect to our indemnification for Hardware Devices under Section 8, notwithstanding the provisions of Section 8.2, if we believe or it is determined that the Hardware Device (or portion thereof) may have violated a third party’s intellectual property rights, we may choose to either replace or modify the Hardware Device (or portion thereof) to be non-infringing (while substantially preserving its utility or functionality) or obtain a right to allow for continued use, or if these alternatives are not commercially reasonable, we may remove the applicable Hardware Device (or portion thereof) and refund the net book value for the Hardware Device. 12.5. “Hardware Device” is defined as hardware that meets both of the following requirements: (a) the hardware is managed by or used as part of the Services, and (b) the hardware is designated as a Hardware Device by Oracle. Title to Hardware Devices will transfer to You upon delivery to You unless otherwise specified in Your order. 12.6. “Operating System” refers to the software that manages the Hardware Device. You have the right to use the Operating System delivered with the Hardware Device (and any updates acquired through our technical support services) only as incorporated in, and as part of, the Hardware Device and subject to the terms of the license agreement(s) delivered with or on the Hardware Device. Current versions of the license agreements are located in the documentation for the Hardware Device. 12.7. “Integrated Software” refers to any software or programmable code that is embedded or integrated in a Hardware Device and enables the functionality of the Hardware Device. Integrated Software does not include and You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or (b) separately licensed applications, development tools, or system management software or other code that is separately licensed by us or a third party. You have the limited, non-exclusive right to use Integrated Software with a Hardware Device (and any updates acquired through our technical support services) only as incorporated in, and as part of, the Hardware Device and subject to any terms delivered with or on the Hardware Device and/or in the applicable documentation. Packet Page. 1864 7 12.8. We or our licensors retain all ownership and intellectual property rights in and to the Operating System and Integrated Software. The Hardware Device may contain or require the use of third party technology that is provided with or pre-installed on the Hardware Device. Third party technology is licensed under terms which we may provide to You (i) with or on the Hardware Device, (ii) in the applicable product documentation, (iii) in the readme files, or (iv) in the notice files. Your right to use this third party technology under separate license terms are not restricted in any way by this Agreement. We do not warrant or provide any technical support services for this third party technology. 12.9. The Operating System or Integrated Software may include separate works, identified in a readme file, notice file or the applicable documentation, which are licensed under open source or similar license terms; Your rights to use the Operating System and Integrated Software under such terms are not restricted in any way by this Agreement. The appropriate terms associated with these separate works can be found in the readme files, notice files or in the documentation accompanying the Operating System and Integrated Software. For software (i) that is part of the Operating System or Integrated Software and (ii) that You receive from us in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for the software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the "Written Offer for Source Code" section of th e latter website. 13. EXPORT 13.1. Export control and economic sanctions laws and regulations (“export laws”) of the United States and any other relevant local export laws apply to the Oracle Products and Services ordered under this Agreement. Such export laws govern use of the Oracle Products and Services (including technical data) and any Oracle products or services deliverables provided under this Agreement, and You and we each agree to comply with all such export laws (including “deemed export” and “deemed re -export” regulations). You agree that no data, information, software programs and/or materials resulting from the Oracle products or services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by thes e laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 13.2. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content. 14. FORCE MAJEURE Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including, without limitation, an embargo, economic sanction or the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of You or we may cancel unperformed Services and affected orders upon written agreement. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services. 15. UCITA The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it. Packet Page. 1865 8 16. NOTICE 16.1. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway Redwood Shores, CA 94065, Attention: General Counsel, Legal Department. 16.2. We may give notices applicable to our Services customers by means of a general notice on the Oracle portal for the Services, and notices specific to You (a) by electronic mail to Your e -mail address on record in our account information or (b) by written communication sent by first class mail or pre-paid post to Your address on record in our account information. 16.3. You may register to receive notice of updates to the Oracle Cloud Hosting and Delivery Policies and the Data Processing Agreement (and certain other Service Specifications made available by Oracle) at http://www.oracle.com/contracts/cloud-services. 17. ASSIGNMENT You may not assign this Agreement or give or transfer the Services or any interest in the Services to another individual or entity. 18. OTHER 18.1. We are an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between the parties. 18.2. Our business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle’s agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts or omissions of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor or is otherwise engaged by Oracle in connection with performance of its obligations under this Agreement, and, if so, then only to the same extent as we would be responsible for our resources under this Agreement. 18.3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement. 18.4. Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the termination or expiration of the Agreement. 18.5. Prior to entering into an order governed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the S ervices. 19. ENTIRE AGREEMENT 19.1. You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Oracle Products and Services ordered by You and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding such Oracle Products and Services. 19.2. It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Oracle document, and no terms included in any such purchase order, portal, or other non-Oracle document shall apply to Your order. In the event of any Packet Page. 1866 9 inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an order. This Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of Oracle; however, Oracle may update the Service Specifications, including by posting updated documents on Oracle’s websites. No third party beneficiary relationships are created by this Agreement. 20. AGREEMENT DEFINITIONS 20.1. “Oracle-provided Software” means any software agent, application or tool that Oracle makes available to You specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services. 20.2. “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Oracle-provided Software. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle. 20.3. “Service Specifications” means the following documents, as applicable to the Services under Your order: (a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Oracle Corporate Security Practices; (b) Oracle’s privacy policies; and (c) any other Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-Cloud Oracle service offerings acquired under Your order, such as professional services: the Oracle Cloud Hosting and Delivery Policies and Program Documentation. The following do not apply to any Oracle -provided Software: the Oracle Cloud Hosting and Delivery Policies. 20.4. “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools. 20.5. “Users” means, for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order. 20.6. “Your Content” means all software, data (including Personal Information), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement, Oracle-provided Software, other Oracle Products and Services, and Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Oracle-provided tools. 21. CLOUD SERVICES AGREEMENT EFFECTIVE DATE The Effective Date of this Cloud Services Agreement is ______________________ . (DATE TO BE COMPLETED BY ORACLE) THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE SIGNATURE BLOCK FOR THIS AGREEMENT FOLLOWS IMMEDIATELY ON THE NEXT PAGE. Packet Page. 1867 10 Company Name: City of San Bernardino Oracle America, Inc. Authorized Signature: ________________________________ Authorized Signature: Name: ____________________________________________ Name: _____ Title: ____________________________________________ Title: ______ Signature Date: ____________________________________ Signature Date: Agreement No.: US-CSA-CPQ-3234002 Packet Page. 1868 1 5 7 5 9 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ONSITE COMPUTING INC This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Onsite Computing Inc, a Corporation with its principal place of business at 495 E Rincon St #206 Corona CA 92879 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Enterprise Resource Planning Data Conversion (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1869 2 5 7 5 9 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $775,500.00 ($705,000.00 plus a 10% contingency). This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty- five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through January 31, 2027, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. Packet Page. 1870 3 5 7 5 9 a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of Packet Page. 1871 4 5 7 5 9 interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies Packet Page. 1872 5 5 7 5 9 acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1873 6 5 7 5 9 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1874 7 5 7 5 9 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1875 8 5 7 5 9 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1876 9 5 7 5 9 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1877 10 5 7 5 9 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1878 11 5 7 5 9 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1879 12 5 7 5 9 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: Onsite Computing Inc 495 E Rincon St #206 Corona CA 92879 Attn: Frank Barbarossa, Founder & CEO 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1880 13 5 7 5 9 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1881 14 5 7 5 9 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1882 15 5 7 5 9 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1883 16 5 7 5 9 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ONSITE COMPUTING INC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney ONSITE COMPUTING INC Signature Name Title Packet Page. 1884 17 5 7 5 9 EXHIBIT A SCOPE OF SERVICES Current Application Conversion Estimated # of Records Years of Retention Requested Tyler New World Chart of Accounts 19,652 N/A Tyler New World General Ledger Account Balances 19,652 5 Years Tyler New World Budgeting (Approved Budgets) 18,710 5 Years Tyler New World Budgeting (Adopted Budgets) 18,710 5 Years Tyler New World Detail Level Budgets 25,495 5 Years Tyler New World Open Project/Grants 255 N/A Tyler New World Project/Grant Actuals 2,500 15 Years Tyler New World Project/Grant Budgets 5,000 15 Tyler New World Open Purchase Orders 9,900 11 Years Tyler New World Historical Purchase Orders 9,000 11 Years Tyler New World Attachments 99,000 11 Years Tyler New World Customer Master Records (AR) 431 N/A Tyler New World Open Receivables (AR) 30 N/A Tyler New World Vendor Master Records (AP) 11,750 N/A Tyler New World Vendor Address Records (AP) 50,000 N/A Tyler New World Vendor 1099 Records (AP) 16,750 5 Years Tyler New World Accounts Payable Check History (AP) 60,500 11 Years Tyler New World Accounts Payable Invoices (AP) 154,000 11 Years Tyler New World Fixed Assets 1,927 N/A Tyler New World Attachments 3,500 3 Years Packet Page. 1885 18 5 7 5 9 Tyler New World Chart of Accounts 19,652 N/A Tyler New World General Ledger Account Balances 19,652 5 Years Tyler New World Budgeting (Approved Budgets) 18,710 5 Years Tyler New World Budgeting (Adopted Budgets) 18,710 5 Years Tyler New World Detail Level Budgets 25,495 5 Years Tyler New World Open Project/Grants 255 N/A Tyler New World Project/Grant Actuals 2,500 15 Years Tyler New World Project/Grant Budgets 5,000 15 Tyler New World Open Purchase Orders 9,900 11 Years Tyler New World Historical Purchase Orders 9,000 11 Years Tyler New World Attachments 99,000 11 Years Tyler New World Customer Master Records (AR) 431 N/A Tyler New World Open Receivables (AR) 30 N/A Tyler New World Vendor Master Records (AP) 11,750 N/A Tyler New World Vendor Address Records (AP) 50,000 N/A Tyler New World Vendor 1099 Records (AP) 16,750 5 Years Tyler New World Accounts Payable Check History (AP) 60,500 11 Years Tyler New World Accounts Payable Invoices (AP) 154,000 11 Years Tyler New World Fixed Assets 1,927 N/A Tyler New World Attachments 3,500 3 Years Packet Page. 1886 1 5 7 5 8 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MV CHENG AND ASSOCIATES, INC. This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and MV Chend and Associate, Inc., a Corporation with its principal place of business at 102 W 24th Street, Upland, CA 91784 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.” RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Supplemental Staffing for Enterprise Resource Project Migration (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: AGREEMENT 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A. 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1887 2 5 7 5 8 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $1,937,000.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. 6. Term. This Agreement shall commence on the Effective Date and continue through January 31, 2027, unless the Agreement is previously terminated as provided for herein (“Term”). 7. Maintenance of Records; Audits. a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Packet Page. 1888 3 5 7 5 8 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 10. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. Packet Page. 1889 4 5 7 5 8 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. Packet Page. 1890 5 5 7 5 8 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). Packet Page. 1891 6 5 7 5 8 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber) At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability - Not Applicable Packet Page. 1892 7 5 7 5 8 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1893 8 5 7 5 8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Packet Page. 1894 9 5 7 5 8 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1895 10 5 7 5 8 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1896 11 5 7 5 8 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1897 12 5 7 5 8 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Rochelle Clayton, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney CONSULTANT: MV Cheng and Associates, Inc. 102 W 24th Street Upland, CA 91784 Attn: Misty Cheng, President 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1898 13 5 7 5 8 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. Packet Page. 1899 14 5 7 5 8 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement. 42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. 43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. 44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows: (i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued. Packet Page. 1900 15 5 7 5 8 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. 45. Hiring of Consultant’s associates and/or subcontractors. City agrees that each of Consultant’s associates and/or sub-contractors will only be able to obtain a direct contract or professional services agreement with the City, only after the expiration of the contract or professional services agreement with Consultant AND only after 2 years from the expiration date of the contract or professional services agreement with Consultant. City agrees to hire one of Consultant’s associates and/or sub-contractors as a full time, permanent, fully benefited employee of the City, only after City has performed a recruitment AND the associate and/or sub-contractor has billed 960 hours to the City. City agrees to hire one of Consultant’s associates and/or sub-contractors as a part time, non- benefited employee on the City’s payroll only after the associate and/or subcontractor has billed 960 hours to the City and the City pays a fee of 5% % of the associate and/or sub- contractor’s annualized wages based on the hourly rate charged, to Consultant. If City employs Consultant’s associates and/or sub-contractors through another temporary service or staffing agency, City agrees to pay a fee of 10% of the associate and/or sub- contractor’s annualized wages based on the hourly rate charged, to Consultant. [SIGNATURES ON FOLLOWING PAGE] Packet Page. 1901 16 5 7 5 8 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MV CHENG AND ASSOCIATES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO APPROVED BY: Rochelle Clayton City Manager ATTESTED BY: Genoveva Rocha, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney MC CHENG AND ASSOCIATES, INC. Signature Name Title Packet Page. 1902 17 5 7 5 8 EXHIBIT A SCOPE OF SERVICES 1. General Administrative Support a. Assist in managing department correspondence, filing, and record keeping. b. Perform data entry and management of records in alignment with City policies and procedures. c. Coordinate scheduling and meeting arrangements for division heads and departmental teams. d. Provide customer service support through phone, email, or in-person inquiries, ensuring timely responses. 2.Human Resources (HR) Support a. Assist with the recruitment process by posting job listings, screening resumes, and scheduling interviews. b. Support onboarding activities, including preparing new hire paperwork and conducting orientations. c. Manage employee records and ensure compliance with document retention policies. d. Assist with employee benefits administration and payroll coordination. e. Provide support in the management of performance evaluations and training programs. 3.Finance Support a. Perform daily financial operations such as accounts payable, accounts receivable, and procurement processing. b. Assist in maintaining financial records and preparing monthly, quarterly, and annual financial reports. c. Provide support for budget monitoring and financial reconciliation tasks. d. Assist with grant management, including reporting and compliance tracking. e. Support internal audit processes and external financial audit preparations. 4.Information Technology (IT) Support a. Provide support with IT helpdesk services, including addressing user issues related to hardware, software, and network systems. b. Assist in managing user access, setting up new accounts, and configuring devices for new employees. c. Support the IT team in maintaining software systems, updates, and troubleshooting. d. Help track and manage IT assets and inventory, ensuring proper documentation. e. Provide technical assistance for City staff during meetings or events involving technology use. Packet Page. 1903 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 1 of 99 PURCHASING GUIDELINES AND PROCEDURES Purchasing Division Precious Carter: Purchasing Division Manager Contact: Carter_Pr@sbcity.org Effective Date: April 18, 2023 Packet Page. 1904 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 2 of 99 Table of Contents SECTION 1: OVERVIEW Introduction…………………………………………………………………………………………………………………3 Role of the Purchasing Department…………………………………………………………………………….3 Purchasing Values and Principles………………………………………………………………………………..4 Purpose of the Purchasing Manual……………………………………………………………………………..4 Goal………………………………………………………………………………………………………………………….4 -5 Why Policies and Procedures Matter.………………………………………………………………………….5 Code of Ethics………………………………………………………………………………………………………….6 -7 Conflict of Interest………………………………………………………………………………………………………7 Gratuities…………………………………………………………………………………………………………………….7 Definitions and Terms………………………………………………………………………………………….7 – 16 SECTION 2: POLICIES Policy Definition…………………………………………………………………………………………………………16 The Purpose of Policies………………………………………………………………………………………………16 What Makes a Good Policy………………………………………………………………………………………..16 Purchasing Policy………………………………………………………………………………………………..17 – 41 Purchasing Card Policy (P-Card)………………………………………………………………………….42 – 52 Travel Authority and Expense Reimbursement…………………………………………………..53 - 61 SECTION 3: PROCEDURES Procedure Definition………………………………………………………………………………………………….62 The Purpose of Procedures…………………………………………………………………………………………62 What Makes a Good Procedure………………………………………………………………………………….62 Exceptions to the Bidding Process……………………………………………………………………….62 - 63 The Purchasing Process………………………………………………………………………………………………64 Telephone Quotes…………………………………………………………………………………..………………….65 Example & Details of a simple quote………………………………………………………………………….66 Response Time from Purchasing Agents…………………………………………………………………….67 Purchasing Dept. Led Bids………………………………………………………………………………….68 - 74 Protest Form and Content…………………………………………………………………………………………..75 Vendor Setup Instructions…………………………………………………………………………………………..76 Purchase Orders (POs)………………………………………………………………………………………………..76 PO Change Order Process……………………………………………………………………………………………77 Furniture Order Process……………………………………………………………………………………………..78 Staples Office Supplies……………………………………………………………………………………………….78 Business Registration…………………………………..…………………………………………………………….78 City of San Bernardino Contract Processing Guidelines………………………………………79 – 87 Justification of Single/Sole Source Request…………………………………………………………88 - 89 City Clerk DocuSign Process…………………………..……………………………………………………….….90 How to Calculate Cost Avoidance/Cost Savings………………………………………………….91 – 92 Certificate of Insurance (COI)………………………………………………………………………………93 - 99 Packet Page. 1905 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 3 of 99 SECTION 1: OVERVIEW Introduction The Purchasing Division supports the City Manager, Mayor and City Council, City Departments and Agencies of the City of San Bernardino. The Purchasing Division provides quality goods and services in a timely manner and at the best value for the City. The Role of the Purchasing Division A Purchasing Division, also called a procurement division, supports operations by serving as the primary buyer of goods and services in a private sector company, government agency, educational institution, or any other type of organization. The Purchasing Division serves as a compliance division for the purchasing needs of the City. The Purchasing Division serves the needs of internal customers by procuring goods and services in a timely manner. The purchasing staff serves the organization’s financial wellness by seeking out and purchasing goods and services at the lowest price and best value. The Purchasing Division offers procurement services, administers contracts, ensures contract compliance, and manages vendor relationships. Purchasing involves the acquisition of equipment, furnishings, supplies, maintenance services, construction services and contractual services. Purchasing assists departments and/or leads with preparing bid specifications; initiation formal quotes, proposals, and bids, conducting public bid openings, evaluating bids, awarding, and administrating contracts until the final completion or termination of a contract. The values of the Purchasing Division include Customer Services, Partnership, Innovation, Ethical and Fair Conduct, Professional Values and Transparency. These values assist the Division in fulfilling departments’ obligations while upholding legal requirements and fiduciary responsibilities to the residents of the City of San Bernardino. Packet Page. 1906 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 4 of 99 Purchasing Values and Principles Transparency: Being Open and Honest Accountability: taking responsibility of our work Ethics: The rules, principles, and standards of deciding what is morally right or wrong when working. Impartiality: Acting fairly and equitable in all our dealings These values and principles influence how suppliers, contractors and vendors interact with the City and they can affect the way in which the press, public, and other government partners view the City. The Purchasing Division acts as a neutral party in purchasing activities. The Purchasing Division doesn’t have an interest in who is awarded a bid. The City’s Purchasing Division presents the facts that are submitted within bid proposals. Purpose of the Purchasing Manual The purpose of the Purchasing Guideline and Procedure Manual is to streamline and detail all Purchasing procedures and guidelines. This Manual will assist all departments in following proper procurement procedures and how to have all proper approvals and signature authorities for procuring materials, services, and equipment. Goal All purchasing activities are to be conducted in an ethical manner. Department Directors, Division Managers, and all staff members must be aware of their ethical duty as servants of the public trust while spending public funds. The Purchasing Division will provide a purchasing process that implements and maintains the requirements of City Municipal Code 3.04.070. A.The Purchasing Division has established a program for all Departments to conduct competitive bidding in the open market that will obtain the greatest advantage for the City of San Bernardino. B. The Purchasing Division has established purchasing processes utilizing ethical standards. C. The bidding processes established by the Purchasing Division attempts to obtain high quality goods and services at reasonable costs. TRANSPARENCY ACCOUNTABILITY ETHICS IMPARTIALITY Packet Page. 1907 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 5 of 99 D.In most instances purchases will be awarded to the lowest most responsible and responsive bidder based on the specifications of the sourcing effort. All services and materials that are released to the public for bidding purposes will adhere to the City of San Bernardino requirements. E.The established bidding/purchasing processes promote and maintain good relationships with vendors. All City of San Bernardino staff shall conduct themselves in a professional manner, while promoting equal opportunity, fairness and courtesy in vendor relations. Why Do Policies and Procedures Matter to the City? Together, policies and procedures guide our city and reduce risk of liability. They promote consistency across the organization, both for employees and for customers. Consistency builds a healthy reputation for our city over time, especially regarding employee touchpoints with customers. Another term for this is branding. Consistency builds and protects the City’s brand. Policies and procedures promote Consistency across our City, which builds and protects our city’s brand over time. Policies can only positively impact our city if they’re followed. The responsibility is twofold: o Leadership must communicate policies effectively. o Employees must follow them. Packet Page. 1908 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 6 of 99 Code of Ethics A. Avoid Unfair Practices: By granting all competitive suppliers’ equal consideration in so far as State, Federal and City regulations require. B. Conduct business in good faith:Demanding honesty and ethical practices from all participants in the purchasing process. C. Decline personal gifts or gratuities: from present or potential suppliers since this can influence or appear to influence procurement decisions. D. Avoid preferential treatment of certain vendors: Favoritism is the presence of bias or partiality for one vendor over another, or actions that may cause this perception. E. Promote positive supplier/contractor relationships: By providing vendors with courteous, fair, and equal treatment. F. Avoid controversy:make every reasonable effort to negotiate equitable and mutually agreeable settlements of controversies with supplier(s). G. Avoid conflicts of interest: avoid involvement in any transaction/activities that could be considered to be a conflict between personal interest and the interests of the City. H. Know and obey the letter and the spirit of the law: governing the purchasing function and remain alert to the legal ramifications of purchasing decisions. I. Enhance proficiency: by acquiring and maintaining current technical knowledge and pursuing related educational opportunities and professional growth. J. Do not engage in auctioning of bids or quotes: The disclosure of one vendor’s price to another to obtain a lower price is illegal. Prices and other information provided in the purchasing process must not be divulged until made public. K. Do not engage in back door buying or selling: Unofficial, irregular, devious buying or selling, usually resulting from undue efforts to induce preference for a particular vendor with the intent of limiting competition. Also, evasive actions taken by the seller to circumvent the Purchasing Division and/or City rules/regulations by trying to influence or sell directly to the City’s internal user/customer department. L. Avoid false information: Employees must take care to avoid providing inaccurate information to vendors during a solicitation process and must not conceal relationships with vendors or other inappropriate purchasing activity. M. Do not help a bidder with a proposal: Coaching or providing solutions to prepare or improve a proposal is unethical. N. Avoid leveling: A form of fraud in which a contract is promised to a specific vendor, even though a public solicitation is being pursued for the save of appearances by asking other vendors to submit a bid. This form of collusion is illegal and is a form of price fixing. Procurement professionals and other employees who use leveling will be subject to applicable disciplinary processes and any other investigation by law enforcement agencies. O. Proper award of contracts and/or purchase orders: Awards should be made to the vendor who receives the highest rating meeting the solicitation requirements (best value). Formal solicitations should state the criteria upon which the evaluation will be based. Criteria may include ability to meet the City’s needs, past performance, references, warranties, services costs, or other measurable specifications that will Packet Page. 1909 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 7 of 99 eliminate the appearance of an arbitrary or capricious award. Evaluations must be conducted in accordance with criteria established in the solicitation document. Conflict of Interest No employee or officer shall purchase goods or services for the City if they have a financial interest in connection to the purchase. No officer or employee shall participate in procurement or make evaluations concerning the purchase of a good or service if they have a relationship or a financial interest concerning the individual or Business seeking a contract from the City. This action would violate Government Code 1090. Gratuities All staff and employees are prohibited from accepting gifts, money, kickbacks, rebated goods, or anything that may be construed as an unlawful consideration from individuals or businesses currently engaged in a contract or may be awarded a contract in the future. The offer of such gratuity will result in declaring the individual or business an irresponsible bidder and will prevent the individual or business from bidding. ***PLEASE NOTE*** It is important to keep in mind that, even when no unethical behavior is evident, the appearance of unethical behavior must be avoided. Such behavior erodes public trust and the reputation of the employees, their department, and the city. Definitions and Terms: Amendment: An agreed addition to, deletion from, correction, or modification of a document or contract Annual Purchase Order: Annual purchase orders are used for repetitively purchasing from the same vendor for items that are under the $10,000 threshold. If an item is purchased that is $10,001 and $40,000, the annual purchase order cannot be used. Three quotes must be obtained. The proper procurement process must be followed while using an annual purchase order. Best and Final Offer (BFOA): This procedure is utilized during the evaluation process after the invitation to negotiate is released and negotiations and presentations have taken place. Vendors are asked to submit a best and final offer based off this negotiation. Best and final offers, as the name suggest, are a vendor’s final proposal submittal. Typically, best and final offers may include price adjustments, modification to a vendor’s proposed solution and contract terms that differ from standard City contractual language. “Best Value” Procurement Procedure: A procurement method that emphasizes value over price. 2. An assessment of the return that can be achieved over the useful life of the item, e.g., the best combination of quality, service, time, and price. Packet Page. 1910 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 8 of 99 For specialized goods, nonprofessional services, and non-public improvement work, the Purchasing Division may approve the use of the “Best Value” method. The “Best Value” Method takes into consideration the lowest cost, qualified bidder with the quantity and scope needed. This method utilizes the request for proposal solicitation which includes specifications and evaluation criteria and allows the vendor to determine the way in which they will best meet the City’s needs. “Best Value” Procurement must be approved by the Purchasing Division prior to the solicitation of any proposals. Quality and performance considerations will also be given, as well as price of goods, services, or non-public project implementations. Criteria for “Best Value” Performance shall include but not be limited to the following: a. Ability, Capacity, and skill of the vendor to provide the required goods and services of the City within the time period required. b. Character, integrity, reputation, judgement, experience, and efficiency of the proposer. c. Quality of performance of work performed by the vendor from previous purchases. d. Ability of the proposer to provide future maintenance, repairs parts and services for the use of goods and services. e. Performance of the vendor under past contracts with the City. f. Possession of required licenses and insurance documents, and endorsements for the City as needed to supply goods and services. Bid: The response submitted by a bidder to an invitation for Bids (IFB). Bid Bond: An insurance agreement, accompanied by a monetary commitment, by which a third party (the surety) accepts liability and guarantees that the bidder will not withdraw the bid. Please Note:The purchasing agent may require a bid bond to accompany a bid. A bid bond should be no more than 10% of the total bid. The City Manager shall establish standards for determining under what circumstances a bid bond is required. City Council and the City Manager have the authority to require a performance bond if they find it necessary in order to protect the City and its interest. Certificate of Insurance (COI): is a document from an insurer to show you have business insurance. This is also called a certificate of liability insurance or proof of insurance. With a COI, your clients can make sure you have the right insurance before they start working with you. Please Note:Sample COI located at the end of Purchasing Guidelines and Procedures. Change Order: A written modification or amendment to a contract. You can also look at phrases such as: Amendment, Modification, Authorized Deviation, Change Order Authority, Contract Modification. Change Order Authority:The power of right of a public entity to unilaterally modify a contract without the express consent of the contractor. Packet Page. 1911 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 9 of 99 Commodity: Something useful that can be turned into a commercial advantage; anything that can be purchased, processed, or resold. Examples – paper, furniture, fasteners. Completion or Performance Bond: An instrument executed, subsequent to award, by successful bidder that protects that public entity from loss due to the bidder’s inability to complete the contract as agreed. A risk mechanism that secures the fulfillment of all contract requirements. May be referred to as a completion bond. Consultant: A person or company that possesses unique qualifications that allow them to perform specialized advisory services usually for a fee. Consultant Services Agreement (CSA) or Vendor Service Agreement (VSA): A written contract between the City and a vendor, stating all terms and conditions of a proposed transaction or service. Contract: 1. An obligation, such as an accepted offer, between competent parties upon a legal consideration, to do or abstain from doing some act. The essential elements of a contract are an offer and an acceptance of that offer; the capacity of the parties to contract; consideration to support the contract; a mutual identity of consent; legality of purpose; and definiteness. 2. A legally binding promise, enforceable by law. 3. An agreement between parties with binding legal and moral force, usually exchanging goods or services for money or other considerations. Cost Avoidance:Action that avoids incurring costs in the future, also known as “soft savings” and, therefore, not reflected in financial statements. Cost Savings:A realized and measurable reduction in material, resource, or labor expense(s) associated with the production and delivery of an item or service. Primarily associated in the manufacturing of an item; interchangeably used to indicate a lower price paid by the buyer form what was previously paid. Cooperative Procurement (Purchasing): 1. The action taken when two or more entities combine their requirements to obtain the advantages of volume purchases, including administrative savings and other benefits. 2. A variety of arrangements, whereby two or more public procurement entities purchase from the same supplier or multiple suppliers using a single Invitation for Bids (IFB) or Request for Proposals (RFP). Cooperative procurement efforts may result in contracts that other entities may “piggyback.” Department of Industrial Relations (DIR): A department of the State of California, which is a regulatory agency for various functions, including enforceability of SB854, which now requires public works contractors subject to prevailing wage requirements to register annually with the Department of Industrial Relations and pay and annual fee. Beginning effective September 1, 2021, the City of San Bernardino will accept public works bids from only those contractors and subcontractors who have complied with this requirement. Please refer to the DIR website: Packet Page. 1912 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 10 of 99 https://www.dir.ca.gov/Public-Works/Contractor-Registration.html Disadvantage Business Enterprise (DBE): For profit small business concerns where socially and economically disadvantaged individuals own at least a 51% interest and also control management and daily business operations. Usually is certified as a DBE entity in the United States by the government of the State in which it is located. Emergency: A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102. Emergency Purchase:A purchase made as the result of an unexpected and urgent request in which health and safety, or the conservation of public resources is at risk. Usually, formal competitive bidding procedures are waived, modified, or simplified. The City’s Municipal Code allows for Emergency Purchases under §3.04.070. Encumbrance: The appropriation of funds to purchase an item or service. To encumber funds means to set aside or commit funds for specified future expenditure. “Environmentally Preferable” (Per Calrecycle): the Procurement of goods and services that have a reduced impact on human health and the environment compared to competing products serving the same purpose. It is an essential part of the search for high quality products and services at competitive prices. Formal Bid: A bid that must be submitted in a sealed format and in conformance with a prescribed format to be opened in public at a specified date and time. This type of format is generally used in the Public Sector for Public Works bid projects, usually called a Request for Bid (RFB) General Services: furnishing of labor, time, or effort by a contractor for non-professional services as the city may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background, or training. Goods:any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City. Informal Bid/Proposal: A competitive bid, price quotation, or proposal for supplies or services that is conveyed by a letter, fax, e-mail, or other manner that does not require a formal sealed bid or proposal, public opening, or other formalities. Generally relegated to requirements that may be considered low value or fall under a stipulated price/cost threshold. Packet Page. 1913 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 11 of 99 Please Note:For the City, most bids conducted in this manner would be considered “Formal” as long as the actual proposal(s) are not viewed until the bid deadline date and time. Key Performance Indicators (KPIs): Refer to a set of quantifiable measurements used to gauge a company’s overall long-term performance. KPIs specifically help determine a company’s strategic, financial, and operational achievements, especially compared to those of other businesses within the same sector. Local Vendor: According to the City’s Municipal Code §3.04.100 Local Bidders, “local” is defined as having “(1) fixed facilities with employees within the City of San Bernardino’s jurisdiction (a PO Box or residential address is insufficient unless it is a home-based business, in which case the residential address may be used) and (2) an appropriate City of San Bernardino Business License.” Lowest Responsive and Responsible Bidder: The Bidder who fully complied with all of the bid requirements and whose past performance, reputation, and financial capability is deemed acceptable, and who has offered the most advantageous pricing or cost benefit, based on the criteria stipulated in the bid documents. Local Vendor Preference: Any formal or informal bid submitted by a local bidder for goods or materials, shall receive a five percent (5%) credit for comparison purposes with other bidders. A five percent (5%) credit for comparison purposes shall be used for bidders of services. Municipal Code §3.04.100 Maintenance Services: The furnishing of labor, time, or effort by a contractor, including but not limited to: • Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes. • Minor repainting. • Resurfacing streets and highways at less than one inch. • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and • Other similar services that are generally classified as maintenance and not public projects. Penalty Charge:A clause in a contract specifying the sum of money to be paid if the contractor defaults on the terms of the contract, particularly with respect to time. Penalty Clause: Punitive language inserted in a competitive solicitation that details what action will be taken if the contractor does not perform in a satisfactory manner. (ISM, 2000) Packet Page. 1914 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 12 of 99 Pre-Bid/Pre-Proposal Conference (Meeting):A meeting held by the buyer with potential bidders/proposers prior to the opening of the solicitation for the purpose of answering questions, clarifying any ambiguities, and responding to general issues to establish a common basis for understanding all of the requirements of the solicitation. May result in the issuance of an addendum to all potential providers. In certain situations, a mandatory conference may be advisable. Pre-Solicitation Conference (Bidders or Suppliers Conference):An informal, typically non- mandatory, meeting inviting comments and suggestions from a representative group of suppliers on the draft of a proposed solicitation; this conference provides useful market analysis information to the buyer; usually used for solicitation involving high technology or complex services. Prevailing Wage:the average wage paid to similarly employed workers in a specific occupation in the area of intended employment. o Per www.dir.ca.gov. When the Director of the California Department of Industrial Relations determines that the general prevailing rate of per diem wages for a particular craft, classification, or type of work is uniform throughout an area, the director issues a determination enumerated county by county, but covering the entire area. General determinations are issued twice a year, February 22 and August 22nd. Price:1. A value placed on an object or service provided by a seller to a buyer. 2. The money value of a unit of a good, service, or resource. 3. The total amount, in money or other consideration, to be paid or charged for a commodity normally includes all costs (direct labor, overhead, materials) a profit or fee. Piggy-back (Piggyback Cooperatives Contracts or Government Contracts):A form of intergovernmental cooperative purchasing in which an entity will be extended the pricing and terms of a contract entered into by a larger entity. Generally, a larger entity will competitively award a contract that will include language allowing for other entities to utilize the contract which may be to their advantage in terms of pricing, thereby gaining economies of scale that they normally would not receive if they competed on their own. Professional Service: A service rendered by member(s) of a recognized profession or possessing a special skill. Such a service is generally acquired to obtain information, advice, training, or direct assistance. See also: Nonprofessional Service. Public Works (PW): According to Labor Code 1720, construction, alteration, demolition, installation, or repair work done under contract and paid for the whole or in part out of public funds, except work done directly by any public utility company pursuant to order of the Public Utilities Commission or other public authority. For purposes of this paragraph, “construction” Packet Page. 1915 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 13 of 99 includes work performed during the design and preconstruction phases of construction, including, but not limited to, inspection and land surveying work, and work performed during the post construction phases of construction, including, but not limited to, all cleanup work at the jobsite. “Installation” includes, but is not limited to, the assembly and disassembly of modular and/or affixed modular office systems. Protest: A written objection by an interested party to a solicitation or award of a contract with the intention of receiving a remedial result. Purchasing Agent:Individual who acts on behalf of any entity, such as a corporation, partnership, or any level of government as that entity conducts business. See also: Law of Agency, Principal, Buyer, General Agent, Special Agent. Purchase Order:A purchaser’s written document to a supplier formalizing all terms and conditions of a proposed transaction (e.g., description of the requested items, cost of items being purchased, delivery schedule, terms of payment, transportation). A purchaser’s written document to a supplier formalizing all the terms and conditions of a proposed “single” transaction, such as a description of the requested items, cost of items being purchased, delivery, schedule, terms of payment, and transportation. Purchase orders are only to be made by the Purchasing Division, except in the case of small purchases or in the case of an emergency. No employee is to request the delivery of goods or services without the issuance of a purchase order. o Please note that a small purchase is a purchase that is less than or equal to $10,000. Purchase Order (Stand Alone): This type of transaction is not connected to a contract in any way. Stand Alone POs are created for one-time purchases, usually for equipment and materials. Stand Alone POs have their own terms and conditions. Once signed by the recipient it is a legally binding contract. Purchase Order (Assigned to a Contract):This type of transaction is connected to a contract. The terms and conditions along with the expiration date of the contract extend to the Purchase Order. Purchase Orders that are contract specific/related should not be drafted beyond the expiration date of the contract that it is attached to. If the contract is extended, then the PO can be extended. If the contract expires, the PO cannot be extended beyond the expiration date of the contract. Purchase Requisition (PR): A document created by a requestor authorizing the commencement of purchasing transaction. This typically will include a description of the need and other information that is relative to the transaction. A requisition may be submitted in hard copy or via eProcurement software. Packet Page. 1916 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 14 of 99 Quote: An informal purchasing process which solicits pricing information from several sources. A price quote in general delivers a fixed price for a product or service. It is given to a customer by a supplier and can be either written or verbal. The quoted price is only valid for a certain period of time and can’t be changed once the client accepts it. What isn’t a price quote: A screen print from a vendor’s website. A price taken from a newspaper or magazine advertisement. A price paid from a previous product. Pricing changes over time. It mustn’t be assumed that the price of the product is the same as previously quoted. A verbal price given without written confirmation and/or follow-up. Requisition: An internal document by which a using agency sends details of supplies, services, or materials required to the Purchasing Division. Request for Comments (RFC):A document generated prior to an authorized procurement in order to request feedback from the contracting community or potential Proposers/Bidders, to seek information about a product or service in order to assist in the finalization of technical specifications, design specifications, or a statement of work. Request for Information (RFI): A non-binding method whereby a jurisdiction publishes via newspaper, internet, or direct mail its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc. Request for Proposal (RFP):The document used to solicit proposals from potential providers (Proposers) for goods and services. Price is usually not a primary evaluation factor. Provides for the negotiation of all terms, including price, prior to contract award. May include a provision for the negotiation of best of final offers. May be a single or multi-step process. This format of bidding was introduced in the Armed Services Procurement Act of 1962 as wells as by the Competition in Contracting Act of 1984. Request for Qualification (RFQual): A document that is issued by a procurement entity to obtain statements of the qualifications of potential responders (development teams or consultants) to gauge potential competition in the marketplace, prior to issuing the solicitation. Request for Quotation (RFQ): Purchasing method generally used for small orders under a certain dollar threshold. A request is sent to suppliers along with a description of the commodity or services needed and the supplier is asked to respond with price and other Packet Page. 1917 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 15 of 99 information by predetermined date. Evaluation and recommendation for award should be based on the quotation that best meets price, quality, delivery, service, past performance, and reliability. Single Source: A Single Source is a procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. A department must demonstrate in writing, to the Purchasing Agent that the purchase can only be obtained from a single source. The Purchasing Agent is satisfied with the price and the terms and conditions negotiated, for single source goods and services greater than $10,000 and less than or equal to $100,000; this will require approval by the Purchasing Agent. Approval for a single source procurement in excess of $100,000 requires approval by the City Council. Sole Source:Sole Source is used only when there is only one qualified company that has developed a patented or copyright product or service; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition. Examples would be (rights to data, copyrights, or patents, proprietary interest, or secret processes) to the manufacturing of the good or service. The word “sole” means only one. A sole source must meet certain requirements: a) Is the commodity or good or service the only of its kind? b) The commodity is available from one, and only one source. Specifications: A precise description of the physical characteristics, quality, or desired outcomes of a commodity to be procured, which a supplier must be able to produce or deliver to be considered for award of a contract. Splitting Purchases: To divide a purchase into two or more parts in order to avoid the requirements of the Purchasing Policy in Municipal Code 3.04. This action is strictly prohibited by the Code. Municipal Code § 3.04.090: It shall be unlawful to split or separate into smaller purchases, a purchase so as to bring the purchase within the provisions of any exemption or less stringent procedure provided herein. For example, procurement cards may be used to make single purchases without quotes for up to $10,000. An employee makes three purchases of $9,000 on their p-card for materials for an event, rather than getting bids. Their total spend is $27,000. When the Finance Department later audits p-card charges, they identify these charges as a split purchase that not only violated City Policy and Municipal Code but is illegal. Surplus: 1. An overstock situation that occurs when the quantity of goods on hand exceeds the quantity of goods needed. The overstocked goods may be returned to the supplier, sold at Packet Page. 1918 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 16 of 99 auction, or disposed of in a method acceptable to the entity. 2. The goods or materials that are obsolete or no longer needed by the agency and are designated for disposal. Surplus becomes available for disposal outside of the entity due to an unforeseen situation that affects the use of the item (for example, chairs or desks that have been replaced with new items). Disposal of surplus is governed by Municipal Code § 3.04.080. SECTION 2: POLICIES Policy A set of general guidelines that are outlined by the City for talking about certain situations/issues. The Purpose of Policies To communicate city values, philosophy, and culture. Effective policies also lay the foundation for a healthy work culture. Maybe you’ve seen firsthand how policies influence culture, communicate expectations to employees, and guide day-to-day operations. Also, maybe you’ve seen the adverse effect of neglected policies. What makes a good policy? Clear, concise, and simple language Policy explains the rule, not how to implement the rule (That is what Procedures are for and that is what the purchasing manual does.) Policies easily accessible by staff at all times. Represents a consistent, logical framework. Packet Page. 1919 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 17 of 99 City of San Bernardino Administrative Policy Purchasing Policy and Procedures Guide Subject: Purchasing Policy and Procedures Guide Purpose: To set forth the policies governing procurement and contracting and to establish certain procedures concerning authorization, documentation, and expenditure for Agencies, Departments, and the City Manager of the City of San Bernardino. The City of San Bernardino has a goal of ethical and fair procurement, and open competition. This Purchasing Policy and Procedures Guide outlines procedures in compliance with Chapter 3.04 of the San Bernardino Municipal Code. Authority: Resolution No. 2023-020 Scope: Unless otherwise stipulated herein, this policy applies to all City Employees and Elected Officials making purchases on behalf of the City of San Bernardino. All such employees and officials shall comply with the provisions outlined in this policy. The purpose of any required documentation is to ensure transparency and provide sufficient evidence to anyone who reviews bids, proposals, and/or other purchasing materials that public funds were expended in compliance with this Purchasing Policy and Procedures Guide, San Bernardino Municipal Code, and applicable State and Federal law. Exemption from Scope None Packet Page. 1920 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 18 of 99 TABLE OF CONTENTS Section Page I. Introduction 3 II. Purchasing Expenditure and Approval Thresholds 6 III. Informal Procurement 7 IV. Competitive Procurement 7 V. Exemptions 8 VI. Protest Procedures 9 VII. Federal Emergency and Grant Procurement Procedures 10 VIII. Contracting 19 IX. Surplus Supplies and Equipment 20 X. Ethical Standards and Fair Processes 21 Exhibit A – Expenditure and Authorization Threshold Reference 24 Exhibit B – Contracting Guide 25 Packet Page. 1921 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 19 of 99 I. INTRODUCTION (a) Purpose Chapter 3.04 of the San Bernardino Municipal Code provides for the administration of the City’s procurement processes, including the establishment of Purchasing Policy and Procedures Guide (“Policy”). The purposes and objectives of this Policy are: 1. To ensure compliance with all current laws and regulations 2. To promote transparency of the City’s procurement activities 3. To establish standardized, cost-effective, and efficient purchasing methods 4. To ensure continuity of City operations 5. To promote fair competitive processes 6. To maintain integrity and fairness 7. To support the City’s mission and serve the best interest of the public This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters 12.20, 12.21 and 12.24 of the San Bernadino Municipal Code. (b) Definitions In construing the provisions of this Policy, the following definitions shall apply: Cooperative Purchasing – Cooperative purchasing is an arrangement in which multiple entities combine their buying requirements onto a single contract and aggregate volume to enhance their purchasing power. Emergency – A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102. Emergency Purchase – A purchase or procurement of supplies, equipment or services made during an emergency as defined under Section VI(A) and MC 3.04.070. General Services - furnishing of labor, time, or effort by a contractor for non-professional services as the City may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background or training. Goods - any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City. Local Business – The vendor (i) has fixed facilities with employees located at a business address within the City of San Bernardino city limits (a PO box or residence is insufficient); and (ii) has an appropriate City business license/permit, pursuant to MC 3.04.100. Lowest Responsive, Responsible Bid – A bid from a responsible bidder, defined as a bidder qualified to do the solicited work, that conforms in all materials respects to the solicitation, and is the lowest price among qualified, responsive bids. Packet Page. 1922 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 20 of 99 Maintenance Services - the furnishing of labor, time or effort by a contractor, including but not limited to: • Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes; • Minor repainting; • Resurfacing streets and highways at less than one inch; • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and • Other similar services that are generally classified as maintenance and not public projects. Piggyback – (See Cooperative Purchasing). Professional Services - services provided by a person, company, corporation, or firm engaged in a profession based on a generally recognized special knowledge, skill, license, and/or certification to perform the work including, but not limited to, the professions of accountant, attorney, artist, architect, landscape architect, construction manager, engineer, environmental consultant, dentist, physician, training or educational consultant, or land surveyor, and whose services are considered distinct and unique. Protest – A protest is a challenge to the award or proposed award of a contract for the procurement of goods and/or services, or a challenge to the terms of a solicitation for such a contract. Purchase Order (PO) – A purchase order, or PO, is an official document issued by the City committing to pay a vendor for the sale of specific products or services to be delivered in the future. Purchasing Agent – An employee who purchases materials and supplies and solicits bids on behalf of the City. Request for proposal (RFP) – A request for proposal (RFP) is a document that solicits firms to submit a proposal to perform the scope of work associated with a proposed project. Cost is not the sole basis for selection in an RFP; other qualifications including experience, turnaround time and approach to work are important factors when evaluating proposals. RFPs are project specific, and preparation requires general knowledge of the project. It is expected that interested parties would do a limited amount of work to develop a quality proposal. Request for Qualification (RFQual) – A request for qualifications (RFQual) is a document that solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. The preparation of an RFQual generally does not require specific project knowledge or scope. An RFQual may be used as a pre-qualification step to engaging a service provider. If an RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent RFP process. An RFQual will contain specific reference to selection criteria. Request for Quote (RFQ) – A formal or informal solicitation of price quotes. Services - either general services, maintenance services, or professional services. Packet Page. 1923 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 21 of 99 Sole Source – A sole source purchase means that only one supplier, to the best of the requester's knowledge and belief, based upon thorough research, can provide the required product or service. Surplus Supplies and/or Equipment – City owned materials, supplies and/or equipment deemed to be no longer useful or otherwise obsolete. See MC Section 3.04.080. (c) Organization The Purchasing Division is part of the Finance Department, which is responsible for carrying out written administrative procedures adopted by the City Council related to procurement (M.C. § 3.04.020). (i) Purchasing Division. The Purchasing Division is responsible for the oversight and internal control related to procurement and purchasing including, but not limited to: i. Ensuring compliance with Chapter 3.04 of the San Bernardino Municipal Code and this Policy. ii. Developing technical review matrices for proposals iii. Carrying out the initial review of Bids/Proposals iv. Verifying that all legal and other required internal reviews are completed v. Ensuring that departments are using the correct contract templates vi. Opening sealed bids vii. Certification of Sole Source Procurements viii. Managing the City’s Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) Program and reporting results to City Management and the Mayor and City Council. (ii) Purchasing Division Manager (“Purchasing Manager”). The Purchasing Manager is a critical internal control position. While not empowered to make purchases directly, the Purchasing Manager ensures that the City complies with applicable procurement law, grant funding requirements, the San Bernardino Municipal Code and this Policy. The Purchasing Manager is responsible for internal control and compliance related items including, but not limited to: i. Reviewing selection of vendors for compliance with open and fair competition ii. Responding to any bid protests iii. Reviewing the DBE and SBE program including verifying affirmative steps and auditing results iv. Reviewing contracts before they are submitted for final signatures Packet Page. 1924 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 22 of 99 v. Periodic audits for compliance with applicable law, the San Bernardino Municipal Code and the Policy II. PURCHASING EXPENDITURE AND APPROVAL THRESHOLDS (a)Purchasing Requirements by Expenditure Threshold (i) Purchases up to $10,000 (Micro-Purchases): 1. Purchases up to $10,000 may be purchased using a Procurement -Card (“P-Card”) or through a check request. 2. No formal bids or quotes are required. 3. Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090). (ii) Purchases Between $10,001 and $40,000 (Small Purchases): 1. Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase. 2. Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director. (iii) Purchases Above $40,000: 1. Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures). 2. Reporting. All contracts in this category signed by the City Manager, Agency Directors, Directors and/or their designees shall be reported (in list form) to the Mayor and City Council at each Regular City Council meeting during the City Manager Update. (b) Purchasing Authority by Expenditure Threshold (i) Purchases up to $50,000: 1. Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager or their designee. (ii) Purchases between $50,001 and $100,000: 1. Purchases in this category may only be authorized and signed by the City Manager or the Assistant City Manager with prior written authorization from the City Manager in the City Manager’s absence. (iii) Purchases over $100,000: 1. Purchases in this category may only be authorized by the Mayor and Packet Page. 1925 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 23 of 99 City Council. III. INFORMAL (SIMPLIFIED) PROCUREMENT PROCESS Purchases for goods, services, and materials that are subject to the informal procurement process may be processed through vendor quotations as follows: (a) Three (3) written quotes should be obtained. (b) Departments shall strive to obtain written price quotes from three or more potential contractors or suppliers and accept the quote which is determined to be in the best interests of the City. Written price quotes shall be retained and provided as backup for the purchase requisition. If unable to obtain a minimum of three (3) price quotes, staff shall document that reasonable efforts were made to obtain price quotes or proposals including, that there were no other vendors to solicit price quotes or proposals from or that they solicited to other vendors and one or more declined to provide a quote or proposal. (c) Award shall be made to the best qualified vendor presenting a quote or proposal that is in the City’s best interests. For purchases subject to the informal procurement process, criteria other than price may be used. For example, delivery time, quality, and vendor experience may impact the selection of quotes. If using criteria other than price, the criteria should be stated somewhere on the quote documentation for audit purposes. (d) Contracts for the purchase of professional services shall be awarded to the best qualified vendor on the basis of demonstrated competence and professional qualifications. While a reasonable price is always a consideration in selecting a vendor, it cannot be the sole factor in selecting a vendor for professional services. IV. FORMAL PROCUREMENT PROCESS (a) Purchases for goods, services, and materials that are subject to the formal procurement process shall be processed utilizing an RFP, RFQual or RFQ process as described in this Section. The RFP, RFQual or RFQ process shall be utilized to engage services on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the City. The following minimum guidelines and procedures shall be implemented. (i) Notice Inviting RFQs or RFPs. At a minimum, the notice inviting RFQs, RFQuals or RFPs shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of qualifications or proposals; (4) describe general parameters for evaluation and selection; and (5) include any other information required by state or local law. (ii) Published Notice. City staff shall solicit RFQs, RFQuals or RFPs via published notice in a newspaper of general circulation and/or the City’s website at least ten Packet Page. 1926 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 24 of 99 (10) calendar days before the date for receiving qualifications or proposals, unless exigent circumstances call for a shorter time. (iii) Review of Qualifications or Proposals. The City will receive qualifications or proposals at the date, time and place of submission on the notice inviting RFQs/RFQuals/RFPs. Any proposals received after the proposal opening time will be time/date stamped and returned unopened to the proposer. The City will review and evaluate qualifications or proposals based on the evaluation and selection criteria in the RFQs/RFQuals/RFPs and rank proposals based on factors listed in the RFQ/RFQual/RFP. (iv) Negotiation. Once proposals are ranked, the City may negotiate a contract with the highest ranked proposer only, may negotiate with multiple proposers, or may attempt to reach an agreement with the highest ranked proposer before negotiating with other proposers in order of ranking. The City may also dispense with negotiations and recommend an award based on the proposals. (v) Award. Award for professional services contracts shall be to the best qualified vendor who will best serve the City’s interests taking into account the demonstrated competence, professional qualifications and suitability for the project. Award for other contracts shall to the vendor offering the best value to the City, in the City’s sole and absolute discretion. (vi) Rejection of Bids. The City Council may, in its sole and absolute discretion, reject all proposals presented and re-advertise. V. EXEMPTIONS Exemptions from the procurement process may be requested under the following circumstances: (a) Emergency Purchases. An exemption may be granted in case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment, and contractual service. (i) In such a case, the City Manager shall have the authority to authorize the Purchasing Division to secure in the open market such supplies, materials, equipment, or contractual services as deemed necessary. (ii) This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the City Manager’s authorization threshold. In such instances a full explanation of the emergency circumstances shall be filed with the Mayor and City Council (MC § 3.04.070). (iii) If emergency work is performed, the Purchasing Division should be notified by the next business day, or as soon as practical. This will allow the Purchasing Division to properly ratify purchase orders. Packet Page. 1927 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 25 of 99 (iv) An emergency includes the following: (1) a public calamity; (2) an immediate need to prepare for national or local defense; (3) the breakdown of machinery or equipment causing a service impediment requiring immediate resolution; (4) a hazard to public health or welfare; and (5) situation in which the City will be unable to perform services for the public. (b) Cooperative Purchases. The City may engage in cooperative purchasing for goods or services as a third-party agency "piggybacking" on another agency's competitively bid agreement. Cooperative purchasing reduces administrative expenses and secure prices and other benefits of a large volume purchase. Caution must be exercised to ensure that the City is in compliance with all applicable federal, state, and local laws as well as the Policy. The Purchasing Division must be consulted prior to any department engaging in cooperative purchasing. (c) Sole Source. When a department determines that the goods, services or public project can only be obtained from a sole source. For example, only one manufactured makes an item that meets the required specifications or only one item is compatible with existing equipment. Price cannot be used in a determination of sole source. This is an indication of competition in the marketplace. A sole source purchase is a method of acquisition; it shall not be used to avoid competition. A sole source justification memo is required for any sole source purchase over $10,000. The sole source justification memo must be approved by the Purchasing Manager before the purchase is completed. (d) Public Works Projects. This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters 12.20, 12.21 and 12.24 of the San Bernadino Municipal Code. (e) Purchases Approved by Mayor and City Council. A purchase that is otherwise approved by the action of the Mayor and City Council in a public meeting is exempt from this Policy. (f) Federal/Grant-Funded Procurement. Federal/grant-funded procurements shall be exempt from this Policy if such funding requires compliance with an alternative set of procurement rules not in compliance with this Policy. This is more particularly described in Section VII(c) of this Policy. (g) Exemptions Authorized by San Bernardino Municipal Code Section 3.04.010(D)(1). Items listed in San Bernardino Municipal Code section 3.04.010(D)(1) shall be exempt from this Policy. This includes, but is not limited to, purchases/sales from other governmental agencies. (h) Inadequate Competition. Inadequate competitive is defined as when, after solicitation from a number of sources (which must be documented for audit purposes), competition is determined to be inadequate. Inadequate competition includes the lack of receipt of responsive bids. VI. PROTEST PROCEDURES (a) Right to Protest. Prior to making the award, any responsible bidder in connection with Packet Page. 1928 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 26 of 99 the award of a contract may protest the award. A subcontractor of a bidder or proposer may not submit a protest. This Section shall apply to all contracts awarded by the City Council through a formal competitive process, including but not limited to a formal bid or formal request for proposal process. The protest procedure does not apply to contracts that are awarded at the staff level or through a non-competitive process (e.g., by sole source). The protest procedure is solely to serve the public interest and obtain finality of City contract awards. (b) Procedure. The protest must: (i) Be filed in writing within five (5) calendar days after the bid opening date relating to any Bid. Any protest relating to a City determination or recommendation regarding the bidder’s bid must be submitted within five (5) calendar days after the City makes the determination or recommendation (ii) Clearly identify the specific irregularity or accusation; (iii) Clearly identify the specific City staff determination or recommendation being protested, if applicable; (iv) Specify in detail the legal grounds for protest and the facts supporting the protest; and (v) Include all relevant, supporting documentation with the protest at time of filing. (c) City Response. Any grounds not raised in the written protest are deemed waived by the protesting bidder. If the protest does not comply with each of these requirements, the City may reject the protest without further review. If the protest is timely and complies with the above requirements, the City shall review the protest, any response from the challenged bidder(s), and all other relevant information. The City will provide a written decision to the protestor in a reasonable amount of time. (d) Effect of Failure to Comply with Protest Procedures. The procedure and time limits set forth are mandatory and are the sole and exclusive remedy in the event of a bid protest. Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceeding. (e) Conflicts. The protest procedure contained in this Section shall not apply if a particular procurement solicitation contains a different protest procedure. VII. FEDERAL EMERGENCY AND GRANT PROCUREMENT PROCEDURES (a) Purpose. The purpose of these Federal Emergency and Grant Procurement Procedures is to define the practices and policies governing the procurement of services, and goods (i) in preparation of, during, and after an emergency that may be subject to federal funding or reimbursement; (ii) when using federal grant funds subject to the regulations set forth in the following sentence. These Federal Emergency and Grant Procurement Procedures are compliant with Title 2 of the Code of Federal Regulations Part 200, Packet Page. 1929 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 27 of 99 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). (b) Federally Declared Emergencies and Federal Grants; Procurement and Contracting Requirements (i) In the event of an emergency declared by the President of the United States, the City must comply with Federal procurement standards as a condition of receiving public assistance funding from the Federal Emergency Management Agency (FEMA) for contract costs for eligible work. FEMA funding is governed by the Uniform Guidance. (ii) In addition, most federal grant funding is also subject to the Uniform Guidance. Federal grant compliance requires the grantee to conduct procurements in accordance with written procurement policies and procedures that comply with the requirements set forth in the Uniform Guidance. These procurement procedures shall be complied with in connection with utilization of federal grant funding by the City, in addition to any other specific grant requirements. (iii) These procedures are in addition to and are not intended to replace or supersede the City’s other procurement requirements in this Policy or state law. In the case of a conflict between these procedures, the more stringent requirement shall govern, provided that the more stringent requirement would not violate a federal procurement requirement. In such case, for federally funded contracts, the federal requirement shall govern. (c) Conflicts of Interest (i) Standards of Conduct for Conflicts of Interest. No employee, officer or agent of the City shall participate in selection, or in the award or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: The employee, officer or agent; any member of his immediate family; his or her partner; or an organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The City’s officers, employees or agents will neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to sub- agreements. Such a conflict will not arise where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. Employees must follow applicable laws, rules, and regulations in regard to conflicts of interest including, but not limited to, the Political Reform Act, the prohibition against contractual conflicts of interest, and guidelines in the California Code of Regulations regarding acceptance of gifts. (ii) Violations. Disciplinary actions to be applied for violations of the above standards are as follows. (1) The violation of these Standards of Conduct by City employees will subject the violator to any disciplinary proceedings or action deemed Packet Page. 1930 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 28 of 99 appropriate by the City Manager. Employees may correct a violation in any manner provided for under the Political Reform Act, and its implementing regulations. (2) The violation of any of these Standards of Conduct by City officers will require correction of the violation in any manner provided for under the Political Reform Act, and its implementing regulations. (3) Contractors or subcontractors that violate these Standards of Conduct as relates to an active federally funded procurement may be prohibited from bidding on the procurement, or may be subject to other action as deemed appropriate by the City Manager. (4) Agents of the City that violate these Standards of Conduct as relates to federally funded procurements may be prohibited from participation on behalf of the City on federally funded projects, or subject to other action as deemed appropriate by the City Manager. (d) Procurement Standards (i) Oversight. The City shall maintain administrative oversight of contractors to ensure that contractors perform in accordance with the terms, conditions and specifications of their contracts or purchase orders. (ii) Economical Approach. The City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. The City will enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. If feasible and it reduces project costs, the City will explore using federal excess and surplus property in lieu of purchasing new equipment and property. When appropriate, the City will investigate using value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. (iii) Detailed Records. The City shall maintain records sufficient to detail the history of each procurement. These records will include but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. (iv) Procurement Issues. The City alone shall be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes and claims. Protest procedures or information on obtaining the procedures shall be included in the procurement documents. Packet Page. 1931 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 29 of 99 (e) Competition (i) Full and Open Competition. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: (1) Placing unreasonable requirements on firms in order for them to qualify to do business; (2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest, as further detailed herein; (6) Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and (7) Any arbitrary action in the procurement process. (ii) Organizational Conflicts of Interest. An unfair competitive advantage could result if a contractor were allowed to submit a bid or proposal for work described in a specification or statement of work that the contractor itself developed. For the purpose of eliminating a potential unfair competitive advantage, and in compliance with applicable state and federal laws and regulations, a contractor that develops or assists in developing specifications, requirements, statements of work, invitation for bids, and/or request for proposals for City procurement is excluded from competing for the resultant procurement, unless an appropriate waiver is issued by the City. All waivers will be assessed by the City on a case-by- case basis. (iii) Geographical Preference. The City shall conduct procurements in a manner that prohibits the use of statutorily or administratively imposed in-state or local geographical preferences in the evaluation of bids or proposals, except in those cases where applicable federal statutes expressly mandate or encourage geographic preference. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (iv) Procurement Transactions. The City shall require the following information for procurement transactions: Packet Page. 1932 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 30 of 99 (1) A clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description shall not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured, and when necessary, shall set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a brand name or equal description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offerors shall be clearly stated; and (2) All requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (v) Prequalification Lists. The City shall ensure that all prequalified lists, if used, of persons, firms or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. The City shall not preclude potential bidders from qualifying during the solicitation period. (f) Procurement Procedures The thresholds below are federal thresholds. If City thresholds are lower, the more restrictive requirement shall govern, notwithstanding the provisions herein. (i) Micro-Purchases. Purchases within the micro-purchase threshold (e.g., currently set at purchases of $10,000 or less but periodically adjusted for inflation) may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. To the extent practicable, the City must distribute micro- purchases equitably among qualified suppliers. (ii) Small Purchases. Purchases within the simplified acquisition threshold (e.g., currently set at purchases of $40,000 or less) shall not be required to be formally bid. Price quotations must be received from no less than three (3) sources. (iii) Formal, Sealed Bidding. (1) Bids are publicly solicited and a firm-fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming to all the material terms and conditions of the invitation for bids, is the lowest in price. Formal, sealed bidding is required for purchases greater than the simplified acquisition threshold, which is currently set at $40,000, or as may be adjusted by the Federal Acquisition Regulation, pursuant to 48 CFR § 2.101. Packet Page. 1933 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 31 of 99 (2) This is the preferred method for procuring construction, if a complete, adequate, and realistic specification or purchase description is available; two or more responsible bidders are willing and able to compete effectively and for the business; and the procurement lends itself to a firm-fixed-price contract and the selection of the successful bidder can be made principally on the basis of price. (3) The City must publicly advertise the Invitation for Bids and publicly open all bids at the time and place prescribed in the invitation. (4) Any contracts awarded pursuant to this procedure shall be to the lowest responsible bidder submitting a responsive bid and shall be for a firm fixed price. Any or all bids may be rejected if there is a sound documented reason. (iv) Competitive Proposals. (1) When the nature of a procurement does not lend itself to formal, sealed bidding, the City may solicit competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed-price or cost-reimbursement type contract is awarded. (2) A request for proposals (RFP) must be publicly advertised, and the City must solicit proposals from an adequate number of sources. The RFP must identify all evaluation factors and their relative importance; however, the numerical or percentage ratings or weights need not be disclosed. (3) Evaluation factors that will be considered in evaluating proposals shall be tailored to each procurement and shall include only those factors that will have an impact on the selection decision. a. The City’s procurement officer shall establish a formal evaluation committee, of at least two persons. The size of an evaluation committee should be based on the size and complexity of the goods or services being procured and well balanced and represented by individuals involved with the procurement and/or affected by the goods or services being procured. b. The evaluation committee will be charged with responsibility for evaluating proposals in accordance with the evaluation criteria in the solicitation, short listing firms, establishing a competitive range, and/or recommending a firm or firms for contract award. (4) Any contract awarded based on the competitive proposal procurement process cannot be based exclusively on price or price-related factors. Packet Page. 1934 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 32 of 99 (5) If a contract is awarded, it shall be to the responsible firm whose proposal is most advantageous to the City (“best value”), with price and other factors considered. (v) Competitive Proposals for A&E Services. The competitive proposal procedures above may be used for procurement of architect and engineering (A&E) services, provided that proposers must be evaluated based on competence and qualifications, without regard to price. For A&E procurements, price will not be used as a selection factor. The City will rank proposers based on qualifications only, and attempt to negotiate fair and reasonable compensation with the highest ranked proposer. If negotiations with the highest ranked proposer are unsuccessful, such negotiations will be terminated and the City will commence negotiations with the next highest ranked proposer. This process shall be continued with successive qualified proposers until agreement is reached that is determined to be fair and reasonable. (vi) Noncompetitive Procurements. (1) Contracts may be procured through a noncompetitive proposal only when: a. The item is only available from a single source; b. The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; c. The Federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the City; or d. Competition is deemed inadequate after the solicitation of a number of sources. (vii) Public Projects. Public projects shall be procured by the City’s formal contract bid procedures, if any, and the formal, sealed bidding in this section. If there is conflict between the foregoing, the more restrictive requirements shall apply. (viii) Award. (1) Responsible Contractor. The City shall award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. (2) Debarment and Suspension. In accordance with 2 CFR 200.213, in connection with the responsibility determination, a check of debarment and suspension using the System for Award Management (SAM), Packet Page. 1935 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 33 of 99 www.sam.gov, must be performed and documented in the procurement records prior to award. (g) Contracting with Small and Minority Firms, Women’s Business Enterprises, and Labor Area Surplus Firms (i) The City must take all necessary affirmative steps to ensure the use of minority businesses, women’s business enterprises, and labor surplus area firms when possible, as set forth at 2 CFR § 200.321 and detailed below. The City shall: (1) Place qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assure that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Require the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. (ii) The City shall document the steps above, and any relevant findings applicable to any of the steps above in its procurement file. (h) Cost and Price (i) Cost or Price Analysis. The City shall perform a cost or price analysis in connection with every procurement action, including contract modifications, in excess of the simplified acquisition threshold. While the method and degree of analysis depend on the facts surrounding the particular procurement situation, the City must, at a minimum, make independent estimates before receiving bids or proposals. (ii) Profit. The City shall negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where a cost analysis is performed as required by 2 CFR § 200.323(b). Packet Page. 1936 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 34 of 99 (iii) Estimated Costs. Costs or prices based on estimated costs for contracts are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City under 2 CFR 200.400 et seq. (i)Payment Procedures (i) Method of Contracting. Contracts entered into pursuant to these procedures shall utilize only fixed-price, cost-reimbursement, or, to a limited extent, time and materials payment methods. (ii) Prohibited Methods of Contracting. The City shall not use the cost plus a percentage of cost or percentage of construction cost methods of contracting for any work for which federal reimbursement will be sought. (iii) Time and Materials (“T&M”) Contracts (1) T&M contracts should be used rarely, and the use of T&M contracts should be limited to a reasonable time period (e.g., no more than 70 hours) based on circumstances during which the City cannot define a clear scope of work. (2) The City shall only enter into a time and materials contract if all of the following apply: a. The City has determined and documented in the project file that no other contract is suitable; b. The contract has a guaranteed maximum price that the contractor exceeds at its own risk; and c. The City provides a high degree of oversight to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (3) The City must define the scope of work as soon as possible to enable procurement of a more acceptable type of contract (i.e., non-T&M). (iv) Separate Invoicing. All purchases made during a proclaimed emergency shall require separate invoicing from routine (i.e., non-emergency related) purchases. All invoices shall state the goods, services, or equipment provided and shall specify where the goods or services were delivered. All invoices shall specify the location(s) where the goods or services were used, if possible. Any invoice which fails to properly identify the emergency nature of the purchase and provide details as to the date(s) and location(s), as appropriate, shall not be paid until such errors are corrected by the vendor and re-submitted in correct form. (v) Auditing of Invoices for Debris Removal. All invoices for debris clearance and removal shall be audited prior to payment to the contractor. Contractors shall be notified of this requirement prior to the award of any contract for debris Packet Page. 1937 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 35 of 99 clearance and/or removal. Audits shall be in accordance with procedures for debris removal monitoring specified in FEMA’s Publication 325, Debris Management Guide. (j) Bonding Requirements (i) Bonding. For construction or facility improvement contracts or subcontracts exceeding the simplified acquisition threshold (See 2 CFR 200.88), the City shall require at a minimum: (1) A bid guarantee from each bidder equivalent to five percent of the bid price. (2) A performance bond on the part of the contractor for 100 percent of the contract price. (3) A payment bond on the part of the contractor for 100 percent of the contract price. (k) Procurement of Recovered Materials (i) For procurements covered under these procedures, the City and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. In accordance with these requirements, the City shall only procure items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (ii) This requirement applies to purchases of items when the purchase price of the item exceeds $10,000, or the value of the quantity acquired during the preceding fiscal year exceeded $10,000. (l) Contract Provisions. The City’s contracts shall contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. VIII. CONTRACTING (a) Standard Contract Templates. The City utilizes written contracts to document each party's obligation and to minimize the City's risks during the performance of services or supply of goods. Contracts include standard terms and conditions that serve as the framework and a statement of work that serves as the substance, of the contract. During the course of the relationship between the parties, the contract serves as a point of reference which may quickly resolve any misunderstanding. Packet Page. 1938 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 36 of 99 (i) The contract templates include forms for: professional and consulting services, maintenance services, software licensing, and the purchase of goods. The type of contract used for a particular procurement is determined by the nature of the transaction. The City has a set of contract templates that can be found on the City’s Intranet. (ii) The Purchasing Division can aid departments in determining which type of contract is needed. Exhibit B provides a brief explanation when certain contract templates should be used. (iii) Questions regarding contract terms should be directed to the City Attorney’s Office. Under no circumstances should contract terms and conditions be adjusted, changed, or deleted by anyone other than a representative of the City Attorney’s Office. (b) Non-Standard Contracts. In some cases, vendor services or products are specialized, and a department may wish to use the vendor contract. However, doing so requires specialized legal review. It is important to note that this can add anywhere from two (2) to four (4) weeks to the contracting process. This additional time must be allowed for to ensure that the City’s interests are protected. (c) Contracts NOT Required. Neither a contract, nor a purchase order is required for the following: payroll-related expenses such as insurance or retirement payments as approved by City Council through the budget, other insurance premiums, petty cash, travel advances or reimbursements, utility payments, membership dues, subscriptions, debt service, various “pass-through” payments, or other mandated expenditures. Claim forms should be used to pay these items. IX. SURPLUS SUPPLIES AND EQUIPMENT (a) Submitting Reports. The applicable Department Head or their designee(s) will notify the Purchasing Division in writing of surplus supplies and/or equipment and request disposal. This notification shall list each item, acquisition date or estimated age, acquisition price (if known), condition, and any known defect not readily apparent through visual inspection. (b) Review. The Purchasing Division shall review the surplus items and determine if any other City department has a use for the property. (c) Disposing of Surplus. If the Purchasing Division determines that the surplus items are not functionally or economically suitable for further City use, they shall dispose of the items by using a public auction, sealed bids or through negotiated sale for items valued at more than $10,000. For recyclable items equal to or less than $10,000, Purchasing may dispose of those items through a scrap metal or a recycling vendor if the cost to do so does not outweigh the value received in return. (d) Donation. Surplus items valued less than $10,000, for which the City no longer has an identified use, may be donated to 501(c)3 organizations operating within the city limits of the City of San Bernardino. (e) Prohibitions. City employees and/or elected official of the City and their immediate Packet Page. 1939 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 37 of 99 families shall not be eligible to purchase such surplus materials, supplies, and equipment. X. ETHICAL STANDARDS AND FAIR PROCESSES (a)Ethical Standards for Purchasing. When placing City business with the business community, it is every employee’s responsibility to follow good business and ethical practices and to adhere to the City’s applicable law, policies, and procedures. This is a responsibility that should not be taken lightly as it is a duty under the law. All vendors shall be treated equally and fairly at all times by City personnel, with equal information given to each vendor who participates in a competitive situation. City employees must discharge their duties under this Policy in an impartial manner to foster the integrity of the City’s purchasing function and to assure fair and open competition for City business and the selection of competent, responsible vendors. (b) Conflicts of Interest. (i) No employee, officer, or agent of the City may participate in the selection, award, or administration of a contract pursuant to this Policy he or she has a real or apparent conflict of interest. A conflict of interest would arise when the City employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a material benefit from a vendor considered for a contract. The officers, employees, and agents of the City may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts, subject to any applicable standards for determining whether a financial interest is not substantial, or a gift is an unsolicited item of nominal value. (ii) California Government Code § 1090 prohibits City officers and employees from having a financial interest in any contract "made" by them or by any board or body of which they are members. Virtually all City Council members, officers, employees, and consultants of a public entity are considered public officials under Government Code §1090. In a case where a consultant is developing a scope of work for a future project, creation of that scope of work is considered part of the “making” of the contract and defined by Section 1090. As such the consultant would be prohibited from submitting a proposal and/or being awarded a contract for the work. (c) Communications Related to Solicitations. (i) Bidders, proposers, and other potential vendors shall not contact City officials outside of the solicitation process and shall not make any efforts to unduly influence City decision-making or otherwise gain an unfair advantage outside of the solicitation process. Improper contacts or attempts to influence the selection process shall be grounds for automatic rejection. (ii) To the maximum extent feasible, City representatives shall provide each vendor with the same information related to the solicitation. For formal bids, RFP’s and Packet Page. 1940 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 38 of 99 RFQ’s, such information shall be provided in the form of an addendum to the solicitation. (d) Confidentiality and Transparency. (i) Negotiations related to any solicitation shall be maintained with strict confidentiality. No City official or employee with knowledge of the City’s bargaining position, or of the non-public position of other bidders or proposers, shall disclose such information for purposes of aiding a particular vendor, giving an advantage to a particular vendor over other bidders or proposers, or otherwise corrupting or frustrating the City’s procurement efforts. This Section does not prevent the City’s designated representative from engaging in negotiating tactics to obtain the best value to the City. (ii) All bids, proposals, quotes, and any related documents, including communications such as e-mails related to solicitations, are public records and shall be made available to the public upon request. However, public records may be withheld from disclosure while negotiations are pending, in accordance with applicable law. (iii) To the extent a solicitation involves proprietary information or trade secrets, vendors should mark the proprietary information as confidential. Information that is not proprietary or a trade secret shall not be marked confidential. Unless a law specifically and expressly allows price information to be confidential, all price proposals and other financial terms shall be public. (iv) City Council decisions on all contract awards shall strictly comply with the Ralph M. Brown Act (Government Code sections 54950, et seq.). City Council members and staff should not engage in any series of communications that result in a majority of the City Council deliberating on a proposed contract award outside of a properly noticed City Council meeting. (e) Disclosures. (i) Solicitations should require that bidders, proposers and other potential vendors disclose: (1) any ex parte contacts made by the vendors or made by City officials to the vendors outside of the official procurement process, (2) any gifts, loans or other benefits (other than campaign contributions) made to City officials within the 12 months preceding the solicitations, (3) whether the vendor has knowledge that a City official will be financially interested in the contract. Vendors shall promptly notify the City if any City official requests any payment, contribution or any other quid pro quo in exchange for award of a contract. (ii) Vendors may be required by the Political Reform Act, and/or the Fair Political Practices Commission to disclose financial interests on the Form 700. Such vendors shall comply with all disclosure requirements. (f) Discipline/Censure. Violations of the ethical and fair process requirements contained in this Section may be grounds for discipline (if by an employee) or censure (if by an elected official). Criminal violations, such as willful violations of Government Code section 1090, may be reported to the San Bernardino County District Attorney. Packet Page. 1941 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 39 of 99 EXHIBIT A EXPENDITURE AND AUTHORIZATION THRESHOLDS REFERENCE Purchasing Requirements by Expenditure Threshold Purchases up to $10,000 (Micro-Purchases): Purchases up to $10,000 may be purchased using a Procurement Card (“P Card”) or through a check request. No formal bids or quotes are required. Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090). Purchases Between $10,001 and $40,000 (Small Purchases): Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase. Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director. Purchases Above $40,000: Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures). Purchasing Authority Purchases up to $50,000: Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager and/or their designee. Purchases between $50,001 and $100,000: Purchases in this category may only be authorized by the City Manager or their designee. Purchases over $100,000: Purchases in this category may only be authorized by the Mayor and City Council. Packet Page. 1942 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 40 of 99 EXHIBIT B CONTRACTING GUIDE Under this Policy, certain contract types are likely to arise for the purchase of goods and services. Here is a brief description of an appropriate situation to use each template. Goods Purchase Agreement – To be used when the City desires to purchase goods totaling above $5,000. Maintenance Services Agreement - To be used for routine maintenance/repair work of a non-professional nature, such as: landscape, traffic signals, electrical, street sweeping, HVAC, and plumbing. Nuisance Abatement Services Agreement – To be used when the City desires to engage a third party to take action to remove a public nuisance. On-Call Professional Services Agreement - To be used when the City desires to engage a professional to engage in certain services on an as-needed basis. Professional Services Agreement – To be used for professional consultant work, such as non–design engineering, economic, accounting, legal, financial, and administrative work. Professional Services Agreement (Federal) – To be used for professional consultant work that also involves the use of Federal funds. Professional Software Services Agreement – To be used for the purchase of software services. Request for Proposals – To be used when the City desires to solicit services or purchase goods which either require bidding or for which bidding is appropriate. Please note that requests for proposals that relate to state or federal funded projects may require additional terms in accordance with grant agreements. Request for Qualification (RFQual) – To be used when the City desires to solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. An RFQual may be used as a pre-qualification step to engaging a service provider. If an Packet Page. 1943 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 41 of 99 RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent procurement process. An RFQual will contain specific reference to selection criteria. Request for Quote (RFQ) – To be used when the City desires to solicit firms to submit pricing for products or services where the requirements are standardized or produced in repetitive quantities. Short Form Services Agreement – To be used for low risk or uncomplicated services that do not require formal bidding. Should not be used for public works projects. Vendor Services Agreement – To be used when the City desires to solicit services other than Professional, Design, or Construction Services. Packet Page. 1944 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 42 of 99 City of San Bernardino Procurement Card (P-Card)Policy (Approved Resolution 2021-213) Purpose: To establish a methodology for and to define the appropriate use of the City of San Bernardino’s Procurement Cards provided to authorized personnel to purchase non-restricted goods and/or services for official use by the City of San Bernardino Scope: This Policy is applicable to all employees and elected officials who are issued a Procurement Card. Exemption from Scope This policy shall not apply to employees or elected officials to whom P-Cards are not issued and does not apply to the use of an employee or elected official’s personal credit card(s). The use of personal funds to make purchases on behalf of the City is covered under the City of San Bernardino Expense Reimbursement Policy. Policy: 3.1 Abbreviations 3.1.1 P-Card: A Procurement Card. 3.1.2 City: City of San Bernardino. 3.1.3 Bank: Financial Institution that manages the City’s P-Card Program. 3.1.4 GL: General Ledger, the official record of all financial transactions made by and on behalf of the City. 3.1.5 MCC: Merchant Category Code 3.2 Definitions 3.2.1 P-Card: A credit card to be utilized in the procurement of authorized non- restricted goods and/or services for official use by the City. 3.2.2 Vendor: A Company from which the City is purchasing goods and/or services under the provision of this policy. 3.2.3 Merchant Category Code (MCC): Codes by which individual P-Cards can be restricted in their purchasing authority to merchants (vendors) in specific categories. 3.2.4 Cardholder: City personnel who has been issued a P-Card and who is authorized to make purchases in accordance with this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy. 3.2.5 Reconciler: Departmental Coordinator who collects receipts for P-Card purchases from the Cardholder, codes transactions to the appropriate GL account(s), and releases transactions for approval. Packet Page. 1945 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 43 of 99 3.2.6 Approver: Cardholder’s manager or designee who reviews and approves Cardholder’s transactions. 3.2.7 Transaction: A single purchase made with a P-Card 3.2.8 Purchase Limits: Dollar limits assigned to each P-Card consisting of a Single Transaction Limit, a Daily Purchase Limit, and a Monthly Credit Limit. 3.2.9 P-Card Administrator: An individual authorized by the City to manage the P-Card program to include communicating with the Bank, adding and deleting P-Cards, and changing permanent and temporary purchase limits. 4.0 Responsibilities 4.1 The Finance Department, under the direction of the Finance Director, shall be responsible for the implementation and enforcement of this policy. 4.2 All City personnel and elected officials issued a P-Card shall be responsible for the card and its use in accordance with this policy. 1.0 Overview of P-Card Program 1.1 The goal if this program is to provide a more rapid turnaround of requisitions for low dollar goods (less than $5,000) with no credit card fees and to reduce paperwork and handling costs while maintaining good internal control of the disbursement of City funds. 1.2 City personnel and elected officials who have been issued P-Cards may initiate transactions in-person, by telephone, or over the internet within the limits of this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy. 1.3 The Finance Department with make settlements for P-Card purchases with the Bank. 1.4 Department Directors may request that City personnel be issued a P-Card if it is deemed necessary for their role. The request should recommend purchase limits as well as the default GL account code to which transactions will be charged. Requests should be forwarded to the P-Card Administrator for Finance Department approval. 1.5 Depending on the employee or official receiving the P-Card, the P-Card may be restricted to specific Merchant Category Codes. 1.6 Non-City personnel, temporary/seasonal employees, and interns are not eligible for a P-Card. 1.7 Upon review and approval by the Finance Department, the P-Card Administrator will notify the Bank to issue the P-Card. 1.8 All approved Cardholders must attend a training class on Policy and proper use of the P-Card prior to receiving their card. 1.8.1 The approved Cardholder will be issued a copy of this P-Card Program Policy and the P-Card Procedures Manual and be required to sign an agreement to indicate that the Cardholder understands these policies and procedures. 1.8.2 The Finance Department shall maintain records of all Procurement Card Request Forms. 1.9 Changes to P-Card Information Packet Page. 1946 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 44 of 99 1.9.1 Once a P-Card is issued, it is the Cardholder’s responsibility to notify the P- Card Administrator of any change in the Cardholder’s information. 1.9.2 It is the department’s responsibility to notify the P-Card Administrator of any changes to a Cardholder’s assigned Reconciler or Approver. 1.9.3 Purchase Limits may be temporarily changed for a limited amount and duration with the approval of the Department Director and Finance Director or their designee. Permanent changes may only be approved after review by the Finance Director. 1.10 Cardholder Termination/Transfer 1.10.1 If a Cardholder is no longer employed by the City or if a Department Director decides a Cardholder no longer needs a P-Card, it is the department’s responsibility to collect the Cardholder’s P-Card and complete the appropriate documentation. The P-Card will be immediately cut in half, and both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card. 1.10.2 Prior to transferring to another department of the City, the Cardholder is to return their P-Card to the issuing department. The P-Card will be cut in half and the appropriate documentation completed by the department. Both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card. The Cardholder’s new department may request a new P-Card be issued if necessary for the employee’s role. 1.11 Authorized P-Card Use 1.11.1 Each P-Card issued will be embossed with the Cardholder’s name and should ONLY be used by the Cardholder. NO OTHER PERSON IS AUTHORIZED to use the card. The Cardholder may make transactions on behalf of others in their department/division. However, the Cardholder is responsible for ALL purchases charged to their card. 1.11.2 The total value of a transaction will not exceed a Cardholder’s single purchase limit. Payment for a purchase SHALL NOT be split into multiple transaction to stay within the single purchase limit. Limits may be permanently or temporarily changed with proper approval. (See 5.9.3) 1.11.3 The Cardholder must obtain ITEMIZED vendor receipts, documentation of telephone orders, and/or copies of mail orders. 1.12 Prohibited P-Card Use 1.12.1 The P-Card MAY NOT BE USED for the following: a. Personal purchases or for personal identification. b. A single purchase that exceeds the Cardholder’s single purchase limit. c. Automotive Fuel unless authorized (see the City’s Travel Policy). d. Meals with limited exceptions (See Section 7.0) e. Gift Cards. f. Cash Advances. g. Any City Fines or Fees. h. Alcoholic Beverages. Packet Page. 1947 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 45 of 99 i. Flowers, unless authorized by the City Manager and Finance Director. Catering, unless the food is being dropped off for an approved City event. j. Payments under a City contract; these payments must be made through the regular Accounts Payable process, or the contract and Purchase Order will not be properly charged. 1.12.2 Accidental Use of P-Card. Any cardholder who accidentally charges a personal item to a City P-Card instead of their personal credit card must immediately notify their supervisor and the P-Card administrator. They must submit the receipt and repayment to the City via the Purchasing Division within ten (10) business days. A second accidental charge will result in a review by the Department Director and the Finance Director. Following review, the Finance Director may take action up to and including suspension or revocation of the Cardholder’s City P-Card privileges. 1.12.3 Unauthorized Purchases and Careless Use. Cardholders who make unauthorized purchases or carelessly use their P-Card will be liable to the City for the total dollar amount of such purchases. Misuse of a City P-Card will result in the Cardholder’s City P-Card privileges being revoked and may be subject to disciplinary action up to and including dismissal. 1.12.4 Intentional Misuse. The intentional use of a City P-Card to acquire or purchase goods and/or services for other than official use of the City is fraudulent. An employee guilty of fraudulent use of a City P-Card may be dismissed and may be subject to legal action. 1.13 Card Security 1.13.1 It is the Cardholder’s responsibility to safeguard their P-Card to the same degree that the Cardholder safeguards their personal credit information. 1.13.2 The Cardholder must not allow anyone to use their card. A violation of this trust will result in the Cardholder’s P-Card privileges being revoked as well as potential disciplinary action. 1.14 Lost or Stolen Cards and Fraud 1.14.1 Cardholders MUST immediately report a lost or stolen P-Card directly to the Bank and the P-Card Administrator. The Bank will inactivate the existing card and issue a new card that will be mailed to the P-Card Administrator. 1.14.2 If the original card is later found or recovered by the Cardholder after being reported lost or stolen, the card will be cut in half and given to the P-Card Administrator. 1.14.3 If a cardholder suspects fraud and has not already been contacted by the bank via telephone or email, the cardholder and/or reconciler MUST immediately contact the bank by calling the 1-800 number on the back of the cardholder’s card to report the suspected fraud. The cardholder and/or reconciler must then inform the P-Card Administrator of the fraud and what actions were executed by the bank to safeguard the card. Packet Page. 1948 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 46 of 99 1.15 Recordkeeping/Reconciliation 1.15.1 Itemized Receipts. It is the Cardholder’s responsibility to obtain an ITEMIZED receipt whenever a P-Card purchase is made – either in-person by telephone, or over the internet and check the receipt for accuracy. A summary receipt is not acceptable. 1.15.2 Sales Tax.If sales tax has not been charged on taxable tangible goods, the Cardholder should notify the Finance Department and make a note on the receipt so that the Finance Department can pay the appropriate tax. 1.15.3 Providing Receipts to Reconciler. If a Reconciler is used to reconcile a Cardholder’s transaction, the Cardholder will provide receipts for transactions to the Reconciler on a timely on-going basis, not to exceed five (5) business days after the charge is made, or after the Cardholder returns from travel on City Business in order to give the Reconciler time to reconcile receipts and meet required deadlines. 1.15.4 No Itemized Receipt. If the Cardholder does not have an ITEMIZED receipt for a transaction, he/she will provide a memo stating that they were unable to obtain or that they lost the original itemized receipt. The memo shall include details of the transaction including the vendor’s name, date of purchase, description of the item(s) purchased, and the purpose of the purchase. The Cardholder must also include the reason for the missing receipt. The Cardholder must obtain the Department Director’s signature on the memo and submit the signed memo in lieu of the actual receipt to their reconciler or attach to the transaction in the financial system. Also, the words “No Itemized Receipt” need to be a part of the transaction’s charge description. 1.15.5 Missing Receipt. If a Cardholder does not provide an itemized receipt OR a missing receipt memo for a transaction, the Cardholder may be financially responsible for the purchase amount of the transaction. 1.15.6 General Ledger Import and Reconciliation. P-Card transaction will be imported into the GL each month. It is the Cardholder and/or Reconciler’s responsibility to review these transactions on a timely basis, code the purchase to the appropriate GL account, make any necessary adjustment, and scan and attach the supporting receipts and documentation into the banking system for backup. The transaction will then be released for approval. If no adjustment is made, the entire transaction will be charged to be default GL code established upon issue of the card (see Section 5.4). All transactions must be reviewed, reconciled and released for approval within the first five (5) calendar days of the month (see Section 5.16.3). 1.15.7 Approval. Once a monthly statement has been released for approval by the Cardholder or Reconciler, it will be approved by the Approver. By approving the statement, the Approver is attesting to the appropriate purchase of the goods and/or services for official use by the City. If the transaction is not in compliance with the P-Card Policy, the matter will be brought to the Packet Page. 1949 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 47 of 99 attention of the P-Card administrator, the Department Director, and the Finance Director to be resolved in a manner consistent with this Policy. 1.15.8 Returns.If a Cardholder returns an item, it is their responsibility to ensure that a credit is issued back to their P-Card. If a Reconciler reconciles the Cardholder’s transaction, the Reconciler should be made aware of the credit and follow up if the credit is not received. 1.15.9 Unauthorized Charges. If a Cardholder does not recognize a transaction, they must first contact the vendor to find out what was purchased and attempt to resolve the charge with the vendor before disputing it with the bank. If the transaction needs to be disputed after contacting the vendor, it is the Cardholder’s and/or Reconciler’s responsibility to complete appropriate documentation and submit to the P-Card Administrator. It is also the Cardholder’s and/or Reconciler’s responsibility to track the progress of the dispute until it is resolved. The P-Card Administrator will keep the Cardholder or Reconciler, if applicable, informed of any information received from the bank regarding the dispute. 5.16 Deadlines 5.16.1 P-Card transactions will post to the Bank 1-3 business days following the transaction. 5.16.2 It is the Cardholder and/or Reconciler’s responsibility to review and reconcile the P-Card transaction on a timely on-going basis. 5.16.3 Receipts should be reconciled no less frequently than every two weeks. Finance staff will send reminder emails to Cardholders and Reconcilers with outstanding transactions. 5.16.4 Monthly Statements are to be reviewed, reconciled, and released for approval within the first five (5) calendar days of the following month. 5.16.5 Once released, P-Card transaction must be approved by the Approver within the first seven (7) calendar days of the Cardholder review. 5.16.6 All P-Card transactions for the previous month must be approved and posted by Finance before the 15th of the following month. 6.0 Compliance 6.1 Finance staff will conduct audits of P-Card transactions both randomly and selectively to ensure purchases are made in accordance with the Policy. 6.2 Failure to comply with this Policy may result in the Cardholder’s P-Card privileges being revoked and/or disciplinary action up to and including dismissal. 7.0 Meal Exceptions 7.1 Business Purpose Meals. Business purpose meals are meals purchased by a City employee or elected official for official city business. 7.1.1 Documentation. Documentation is required for a business purpose meal: a. An ITEMIZED receipt. b. A description of the business purpose of the meal. The description should be thorough enough to pass audit scrutiny. For example: “Development Packet Page. 1950 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 48 of 99 meeting to discuss vacant properties” is acceptable. “Business Meeting,” “Development Meeting,” or other descriptions that do not provide the actual purpose of the meeting are not acceptable. c. A list of all attendees of the meeting, first and last name. The list should either be written on the receipt (legibly) or attached. 7.2 Meals with Traveling. Meals while traveling on City business are paid based on per- diem rates as indicated in the City’s Travel Policy. Meals while traveling charged to a P- Card in excess of the per diem amount must be reimbursed to the City within ten (10) business days of the completed reconciliation. 7.3 Tipping. Tips added to meals on a P-Card should not be more than 20% Any amount more than 20% must be reimbursed to the City by the Cardholder within ten (10) business days of the charge posting to the City’s financial system. 7.4 Prohibited Meals. 7.4.1 Meals for Personal Consumption. It is expressly prohibited for employees or elected officials to purchase any meal: breakfast, lunch, dinner, or any other food for personal consumption on their City P-Card unless they are traveling overnight on City Business. The IRS deems meals that are paid for by an employer while not “traveling away from home” to taxable wages. IRS Publication 5137 (Rev. 2-2020) 8.0 Exceptions These general policies are not expected to address every issue, exception, or contingency that may arise in the use of the City P-Card. Accordingly, the basic standard that should always prevail in dealing with exceptions is the exercise of good judgement in the use and stewardship of the City’s resources. Unless otherwise specified herein, exceptions for employees will require the approval of the City Manager, the Assistant City Manager, or the Finance Director; exceptions for elected officials will require approval of City Council at a regular meeting of the Mayor and City Council. Responsibilities: The Department Director shall be responsible for determining which staff members can be issued a P-Card. The business need for obtaining a card should be carefully considered to limit the number of cards issued. Card limits should be as low as possible while still accomplishing business needs. Pursuant to the Cardholder Agreement, each individual cardholder is ultimately responsible for their purchases. The following is a chart showing the City's standard card dollar limits for a single transaction and monthly dollar limits; however, consideration may be given for other card limits if required for special circumstances: Packet Page. 1951 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 49 of 99 Standard Card Limits Single Purchase Transaction Monthly Dollar Limit $500 $2,500 $1,000 $5,000 $1,500 $5,000 $2,500 $10,000 Card Limits for emergency and disaster purchasing by the Finance Department and/or Emergency Management Operations personnel will be determined on an individual basis, based on FEMA best practices and guidelines. To avoid confusing a P-Card with personal credit cards, each Cardholder will be provided a P- Card embossed with both the Cardholder's name and the "City of San Bernardino," along with the City's logo. ANY USE OF THE P-CARD IS RESTRICTED TO THE CARDHOLDER. THE USE OF THE P-CARD FOR ANY PURPOSE OTHER THAN OFFICIAL CITY BUSINESS EXPENSES IS PROHIBITED AND IS GROUNDS FOR DISCIPLINE UP TO AND INCLUDING TERMINATION. IN ADDITION TO DISCIPLINE, AND POTENTIAL CRIMINAL CHARGES, THE CARDHOLDER MUST REIMBURSE THE CITY FOR UNAUTHORIZED CHARGES. THIS CARD MAY NOT BE USED FOR PERSONAL PURCHASES - NO EXCEPTIONS. The Cardholder must attend training and carefully review the training documents provided with the P-Card. Cardholders must sign and abide by the City of San Bernardino Cardholder Agreement and comply with the guidelines of this Policy. Each P-Card will be assigned specific categories of purchases, as well as single transaction and monthly dollar limits. Each Department's overall P-Card exposure will also be verified against its annual approved Operating Budget. P-Card Procedures: To apply for a P-Card, departments must complete the following forms: 1. Cardholder Agreement 2. Cardholder Account Set-up 3. Approving Official Account Set-up form a. If the P-Card Agreement is a new approving official, which indicates the maximum dollar amount for each single transaction and a total monthly dollar amount. All P-Card forms are available on InsideSB, the employee intranet site under the section "Forms and Publications" of the Finance Department. The PSM will review the Cardholder application documents and will approve or reject, the applicant based on Policy guidelines. Packet Page. 1952 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 50 of 99 To request an increase or modification to the P-Card limits, the Department Director must first approve the City's Purchase Card Modification/Increase form. The Policy is a supplement to the procurement process. As with other procurement methods, the following conditions must be met when using the P-Card: The P-Card should be used whenever possible in-lieu of petty cash, emergency purchase orders, or purchase requisitions when the item or group of items is under the transaction limit. Items should always be purchased at the lowest cost that meets the Departments basic needs. Normal purchasing procedures must be followed if a purchase will exceed a limit established. Each transaction may be comprised of multiple items, but the total, including tax and shipping, cannot exceed the single transaction dollar limit on the P-Card; nor exceed the monthly dollar limit. If either of these limits is exceeded, the transaction will be declined by the card issuing bank. All charges must be supported by receipts or some written documentation. A Purchasing Card Receipt Detail form must be used to document all Meals, Travel, Meetings, and Event transactions made using a P-Card. All of the following information must be provided before Finance will approve a business expense. Packet Page. 1953 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 51 of 99 CITY OF SAN BERNARDINO ALLOWABLE PURCHASES Please use the following list as a guideline for allowable P-Card purchases. PURCHASE TYPE DESCRIPTION CATEGORY ASSOCIATION DUES, PROFESSIONAL OR INDUSTRY MEMBERSHIPS Dues may be charged if related to City business and with approval from Supervisor/Manager or Director. ALLOWABLE CITY BUSINESS MEALS Purchase of food for business requirements. Receipts including the names and affiliations for all members of the party whose meals are paid for using the purchasing card, and then state the business purpose for the expense. You must include an itemized receipt showing food and beverage items purchased, rather than the receipt showing only the total. The use of the P-Card for catering services is generally prohibited, as it is considered a service, unless the food is only dropped off. ALLOWABLE CITY BUSINESS TRAVEL City travel related purchases including airline tickets, hotel accommodations, car rentals, business meals, etc. Employee shall use their own credit card for any personal expenses, such as personal phone calls, video rentals, upgrades, etc. ALLOWABLE COMPUTER AND TELEPHONE ACCESSORIES Information technology and telephone consumable items for City Business: flash drives, toner cartridges, diskettes, zip disks, COs, DVDs, tape cartridges, mouse, keyboards, USB peripherals, telephone headsets and paper DO NOT require Information Technology Department (IT) pre- approval. ALLOWABLE CITY SPONSORED EVENTS Items necessary to conduct a City sponsored event. ALLOWABLE GENERAL SUPPLIES Items for City business not prohibited or in conflict with negotiated discounts such as Staples. Use Staples card or on-line ordering system. ALLOWABLE ON-LINE AUCTION PURCHASES On-line auction purchases for City business needs for items not on a City prohibited list may be purchased with approval from Supervisor/Manager or Director. ALLOWABLE PROFESSIONAL DEVELOPMENT Allowable with approval from Supervisor/Manager or Director.ALLOWABLE SEMINARS, CONFERENCES WEBINARS, TRAINING Seminars, training, books, etc., that have been preapproved by the Director or City Manager and budgeted for by the Department. ALLOWABLE SUPPLIES FOR CITY MAINTENANCE AND REPAIRS Maintenance and repair supplies, including maintenance tools and equipment; janitorial supplies and other maintenance-related expenses. ALLOWABLE Packet Page. 1954 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 52 of 99 The City at its sole discretion may apply other restrictions and the Purchasing Card Policy shall be updated as needed by the Finance Department. Acknowledgement Before being issued a City of San Bernardino purchasing card or online management account authority under this policy, all authorized users shall sign and accept below indicating that such user will use such cards only in accordance with the policies of the city and with the requirements of state law. Name Printed Signature Date Role Packet Page. 1955 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 53 of 99 City of San Bernardino Travel Authority and Expense Reimbursement Policy (Approved Resolution 2021-164) Scope: This Policy applies to all employees and Elected Officials requesting reimbursement for expenses incurred on behalf of the City. Exemption from Scope None. Policy: 1.0 DEFINITIONS 1.1 Appropriate Expense An Expense that is suitable or fitting for a particular valid business purpose 1.2 Allowable Expense A necessary, reasonable, and appropriate expense incurred for the primary benefit of City business and therefore permitted to be reimbursed or directly charged based on the permission of the City. 1.3 Available Budget The total amount of funds available in the General Ledger expense line to be charged for the expense incurred by the employee or Elected Official 1.4 Necessary Minimum purchase or service required to achieve a particular business objective. 1.5 Original Receipt The original merchant receipt or invoice issued by the supplier or service provider to document and substantiate the business transaction. A digital image of the original receipt is allowable if it is legible, and the paper receipt is destroyed. 1.6 Reasonable An expense that is ordinary and reflects and prudent decision to incur the expense on behalf of City business. Not extreme or excessive. 1.7 Request Reimbursement Request or Request for Reimbursement. 1.8 Substantiation Documentation to support an incurred business expense that includes the original receipt, documentation of business purpose, names of persons in attendance, and appropriate report of the expense for the incurred cost. Packet Page. 1956 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 54 of 99 2.0 CRITERIA FOR DETERMINING AN ALLOWABLE EXPENSE 2.1 Considerations.To be reimbursed to an individual, a business expense must be: 2.1.1 Necessary to perform a valid business purpose fulfilling the mission of the City. An expense is necessary if there is a valid business purpose required to fulfill the mission of the City. The primary benefit of a necessary business expense is the City, not the individual. A necessary expense is a minimum of purchase or service required to achieve a valid business objective. 2.1.2 Reasonable in that the expense is not extreme or excessive, and reflects a prudent decision to incur the expense. Reasonable means the amount that normally would be spent in a specific situation. An expense is considered reasonable if it is not extreme or excessive and reflects a prudent decision and action to incur the expense. This Policy does not define precise dollar amounts for what constitutes reasonable, because the reasonableness of an expense depends upon many relevant factors including the business purpose, the context, the source of funds, and the circumstances surrounding the expenditure. 2.1.3 Appropriate in that the expense is suitable and fitting in the context of the valid business purpose. Costs are appropriate if they are suitable or fitting for a particular business purpose. For a cost to be appropriate it is also presumed that there is a valid business purpose, which is normally the responsibility of the department to determine. The following questions should be considered when determining the appropriateness of costs: a. Could the cost be comfortably defended under public scrutiny? b.Would you be confident if the cost were selected for audit? c. Would you be comfortable reading about it in the newspaper? d. Has it been adequately documented? 2.1.4 Allowable according to the terms of any City policy. If a business expense is necessary, reasonable, and appropriate, the City will generally consider it an allowable expense, subject to approval. 2.1.4 (1) Allowable Food and Meals. Meals that meet all the above criteria must also meet IRS rules to be reimbursable and non-taxable to the employee or Elected Official. See Section 4.0 FOOD AND MEALS. Packet Page. 1957 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 55 of 99 3.0 SUBSTANTIATION OF EXPENSE For a business expense to be approved and reimbursed, it must be properly substantiated. 3.1 Clear, Complete and Accurate.All City-related business expenses require clear, complete, and accurate supporting documentation. The collective documentation associated with your expenses should answer who, what, where, when, and why of each transaction (as applicable). In your documentation, include: a. Who attended (first and last names); b. What purpose the expenditure served; c. Why the expense was necessary, or how if furthered the City’s goals; and d. When and where the expense took place. All documentation should be written in a way that will be understood by anyone who reviews it, whether today or many years from now. This includes a person outside of the City who is unfamiliar with a department’s work or jargon. 3.2 Business Purpose Examples. 3.2.1 The following would be considered incomplete business purpose descriptions for substantiation: a.Dinner with Marcus G., economic development-PPP; Miyagi Sushi b.Lunch with Echo Group c. Printing-sidewalk vending 3.2.2 The following are examples of clear, concise, and complete business purpose descriptions for substantiation: a. Dinner with Marcus Grimm, economic development – Public-Private Partnership; Miyagi Sushi. b. Lunch with Echo Group – Anh Nguyen, Felix Baca, and Ron Watson, re: development in canyon; Jose’s Mexican Food. c. Extra copies of sidewalk vending brochures printed for event at Orange Show. 3.2.3 Clear examples are important so that auditors and the public, even years from now, can understand why a purchase was made. For instance, in the examples above, printing services are usually purchased through the normal course of City business. It is only through the normal course of City business. It is only through the business description that clearly states “extra copies” printed for “event” that someone reading the backup material would understand the business need for printing outside a normal business process. Packet Page. 1958 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 56 of 99 4.0 FOOD AND MEALS Food and meal purchases are covered under this policy, the City’s Procurement Card (“P-Card”) Policy and the City’s Travel Policy. Because of IRS rules, any City purchase or reimbursement of meals require additional documentation. 4.1 General Eligibility. Purchases of food and meals are eligible for reimbursement if they are part of overnight travel (See Travel Policy), business meetings (Business Meals, Section 4.3) as allowed for Elected Officials or as approved by the City Manager, or to provide meals in the case of all-day meetings or scheduling that requires meetings to be held over a mealtime (Meals Provided During Work, Section 4.4). Any meal reimbursement will be in accordance with IRS rules. 4.2 Meals During Travel.For details about meals during travel for City business, see the City’s Travel Policy. 4.3 Business Meals. Meals that are purchased as part of business meeting are allowed for Elected Officials or as approved by the City Manager. These meals are governed under IRS rules (see IRS Pub. 5137) and require specific documentation 4.3.1 IRS Requirements a. Business Connections.A description of the business purpose of the meal. The description should be through enough to pass audit scrutiny. See Section 5.2 for examples b. Adequate Accounting within a “Reasonable” Period of Time. While the IRS does not specify a length of time for submitting receipts for reimbursement; this policy requires that any request for reimbursement be submitted no later than 60 days after the date of purchase. c. Excess Reimbursements are Returned within a “Reasonable” Period of Time. If an employee or Elected Official finds that they have been reimbursed more than amount owed; the excess should be remitted to the City with ten (10) business days of discovering the error. 4.3.2 Audit and Transparency Requirements a. Itemized Receipt. The meal receipt MUST be itemized. Reimbursement will not be provided for summary receipts. b. Names of Attendees.A list of all attendees of the meeting, first and last name. Packet Page. 1959 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 57 of 99 4.3.3 Tipping. A maximum of 20% will be reimbursed. 4.4 Meals Provided During Work.The purchase/reimbursement of meals/food for staff during work hours is allowed under the following circumstances: 4.4.1 Working Meals.Working meals must be occasional and require preapproval by the Department Director. In the case of an employee meeting held during mealtime, a good faith attempt should be made by the meeting organizer to schedule the meeting at a time that does not overlap mealtime. The following criteria must be met for a working meal to be reimbursable: 4.4.1 (1) City Business Purpose. There must be a clearly stated City business purpose for the meeting/working meal. 4.4.1 (2) List of Attendees. A list of all attendees (first and last name), and department, must be included. 4.4.1 (3) Reasonable Cost. As stewards of taxpayer dollars, it is incumbent upon all City employees and Elected Officials to use City funds wisely. Food brought in for working lunches should be reasonably priced. “Reasonable cost” while not defined in this Policy in actual dollar terms, is defined as what would be paid by a prudent person under the same circumstances. Consider the Appropriate Cost questions from Section 2.1.3 when determining reasonable cost: Could the cost be comfortably defended under public scrutiny? Would you be confident if the cost were selected for audit? Would you be comfortable reading about it in the newspaper? 4.4.1 (4) Tipping. No more than a 20% tip will be reimbursed 4.5 Prohibited Meals and Food. 4.5.1 Alcohol. The purchase of alcohol is not eligible for reimbursement. 4.5.2 Taxable Fringe Benefits.Because IRS rules require that they be included in taxable wages as fringe benefits, reimbursements will not be provided for the following categories of meals (See IRS Pub. 5137 for details): 4.5.2 (1) Individual Meals.Meals purchased for or by an individual employee or Elected Official will not be reimbursed (Except for during overnight travel, which is covered under the Travel Policy. NOTE: if an individual meal is purchased, whether by p-card or erroneously reimbursed, and the funds are not returned to the City, the cost of the meal will be Packet Page. 1960 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 58 of 99 included in the employee or Elected Official’s taxable wages as required by the IRS. 4.5.2 (2) Meals while on Day Trips.Meals purchased during day trips for work (not overnight) are not reimbursable, even if the trip extends beyond the regular workday. 5.0 AVAILABLE BUDGET AND PRE-APPROVALS 5.1 Verify Available Budget. It is the responsibility of the employee or the Elected Official to verify that there is adequate available budget for the planned expense before making any purchase on behalf of the City. 5.2 Pre-Approval. Employees purchasing food or tangible goods for a City purpose should have the approval of their immediate supervisor or Department Director before expending personal funds whenever possible. 5.2.1 Establishes City Purpose. By obtaining pre-approval, the City purpose of the expense is already established. 5.2.2 Forms of Pre-Approval. Pre-approval is for the protection of the employee making the purchase. By obtaining pre-approval, the employee can be reasonably assured that the personal funds expended for a City business purpose will be reimbursed. As such, it is the interest of the employee to ensure that the pre-approval: 5.2.2 (1)Includes the name of the person making the approval. 5.2.2 (2)Clearly identifies the specific expense that is pre-approved (may not be a “blanket” approval of multiple expenses). 5.2.2 (3)Can be printed or electronically attached to the request for reimbursement. 5.2.3 Verification of allowable Expense. If an employee, supervisor, or Department Director is uncertain regarding the allowability of the expense for reimbursement, they should contract Finance for verification. 5.2.4 Exemption of Pre-Approval Requirement for Elected Officials.Elected Officials are not required to obtain pre-approval for City business-related expenses except in the case of travel (See Travel Policy). However, it is incumbent upon the Elected Official to ensure that there is adequate budget available to cover any expenses before they are incurred. Packet Page. 1961 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 59 of 99 6.0 APPROVAL AND REIMBURSEMENT Requests for reimbursements should be submitted with original receipts attached and all appropriate documentation as discussed above to meet IRS, audit, and City transparency standards. Once this is complete, the request may be submitted for approval reimbursement. 6.1 Review and Approval – Employee Request for Reimbursement 6.1.1 Approval. Employees requests for reimbursement will go through approvals in the Department as follows – the employee’s immediate supervisor, and Department Director review and approval. After the Departmental approvals are complete, the Request will be moved to Finance for final approval and reimbursement. If Finance staff questions any expenses, they will escalate the Request to the Finance Director for review and a decision as to the allowability of the expense under the Policy. Once any questions are resolved, the Request will be moved to Accounts Payable for reimbursement. 6.1.1. (1) Finance Director Decision.The Finance Director’s decision as to the allowability of an expense will be final. a.Rejected Reimbursement Memo. If the Finance Director determines that an expense is not reimbursable, they will draft a memo to the employee and the Department Director explaining the reason. b. Option to Appeal. An employee may appeal the decision of the Finance Director to the City Manager. 6.1.1 (2) Appeal to City Manager. If an employee disagrees with the Finance Director’s decision, they may appeal the decision to the City Manager within ten (10) business days of the employee receiving the Rejected Reimbursement Memo. a. Appeal Process. The employees making the appeal must submit a memo to the City Manager detailing why they disagree with the Finance Director’s decision. The memo should include specific references to this policy b. Language and Accessibility. If the employee believes that they require help to write the memo, help will be provided by Human Resources personnel unconnected to this process. The deadline to submit the memo will be extended to accommodate for any scheduling issue delays. The deadline of ten (10) days will be Packet Page. 1962 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 60 of 99 extended only in the case of a language or accessibility issue in completing the memo. c. City Manager Decision.The City Manager’s decision will be final 6.1.1 (3) Taxability.If the City Manager allows reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137 the amount will be reimbursed, and Finance will add the amount of the reimbursement to the employee’s taxable wages, as required by IRS rules regarding fringe benefits. 6.1.2 Payment. Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Department. 6.2 Review and Approval – Elected Official Request for Reimbursement 6.2.1 Approval. Elected Official Requests for Reimbursement will go through approvals as follows – the Council Supervisor/Mayor’s Executive Assistant will review the Request, verify available budget, and escalate any questioned expenses to the Finance Director for review and a decision as to the allowability of the expense under this Policy. If there are not questioned expenses, the Council Supervisor/Mayor’s Executive Assistant will approve the Request and move it to Finance for final approval and reimbursement. If Finance staff questions any expenses, they may escalate the Request to the Finance Director for further review as to the allowability of the expense under this policy. 6.2.2 Questioned Costs. If the Finance Director finds that an expense submitted for reimbursement is not reimbursable under this Policy, and the Elected Official disagrees, the Elected Official may bring the expense before the Mayor and City Council during a regular meeting for a final determination of allowability (see Section 6.3.1). 6.2.2 (1) Taxability. If the Mayor and Council vote to allow reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137, the amount will be reimbursed, and Finance will ad the amount of the reimbursement to the Elected Official’s taxable wages, as required by IRS rules regarding fringe benefits. Packet Page. 1963 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 61 of 99 6.2.3 Payment.Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Elected Official. 6.2.3 (1) Insufficient Budget.If there is insufficient budget in the appropriate line item to cover the expense, the Elected Official has two options: a. Request that budget be transferred from another line item within the Elected Official’s department budget in an amount sufficient to cover the expense, or b.Withdraw the Request or Reimbursement. 6.3 Rejected Reimbursement Requests to City Council – Elected Officials Only 6.3.1 Bringing a Rejected Reimbursement Request Before City Council 6.3.1 (1) Documentation. For a Rejected Reimbursement Request to be considered by City Council, the Elected Official must provide in advance of the meeting: a. Substantiation of the Expense, see Section 3.0 b. All written communication (email, etc.) from City staff documenting the reason for rejecting the Request. 6.3.1 (2) Decision. The decision of City Council will be final. a. Abstain.The Elected Official requesting the reimbursement shall abstain from the vote. b. Tie Vote.If the vote results in a tie, the Mayor will cast the deciding vote unless it is the Mayor requesting the reimbursement. If the vote results in a tie, the rejection will stand. c. Council Decline.Council may decline to hear the Reimbursement Request by a majority vote. If Council declines to hear the Request, the rejection will stand. d. Taxability.See Section 6.2.2 (1) Packet Page. 1964 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 62 of 99 SECTION 3: PROCEDURES Procedures: Explain the “how” of decision making. They provide step-by-step instructions for specific routine tasks. They may include a checklist or process steps to follow. Procedures help guide policies. Procedures give instructions on how to utilize policies. The Purpose of Procedures: At the very least, procedures should outline the following information: Who is responsible for each task. What steps need to be taken. Who the responsible party reports to. What makes a good procedure? Clear, concise, and simple language. Addresses how to implement policies. Takes user insight into account. Providing options when feasible, not unnecessarily restrictive. Exceptions to the Bidding Process Current Emergency Purchases: 3.04.075 In case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment and contractual service, The City Administrator shall have the authority to authorize the Purchasing Agent to secure the open market at the lowest obtainable price and such supplies, materials equipment or contractual services. This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the authorized limitation for open market purchases. In all instances a full explanation of the emergency circumstances shall be filed with the Mayor and Common Council. If emergency work is performed, the Purchasing Division should be notified by the next business day. This will allow the Purchasing Division to properly ratify purchase orders. What Constitutes as an Emergency: A public calamity An immediate need to prepare for national or local defense. Packet Page. 1965 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 63 of 99 The breakdown of machinery or equipment on service impediment which will require immediate resolution. A hazard or peril to public health or welfare A situation where the city is unable to perform services for the public. Steps to take: If the emergency occurs during business hours, The Purchasing Division shall be notified the same day. If an emergency occurs during non-working hours, purchasing shall be notified during the next business day. Purchasing contracts vendor or delegates to department to secure rough order magnitude (ROM) written estimate. Purchasing or delegate notifies vendor to proceed. Only licensed and insured vendors can be contracted with, as appropriate. A purchasing order with a Not to Exceed Amount (NTE) shall be issued within 5 – 10 days. If feasible, a Vendor service Agreement to follow. If ROM exceed $100,000, council approval is required even if after the fact. After the emergency is mitigated, if additional work is required, the normal competitive procurement procedure is to be followed. Contractors must be registered with DIR prior to the bid opening, to qualify to win the bid. Municipal Code §3.04.070 Emergency Purchases In case of an emergency, which is so urgent as to preclude advance action by the Mayor and City Council and which requires purchase of supplies, materials, equipment or contractual services, the City Manager shall have the authority to authorize securing in the open market any such supplies, materials, equipment or contractual services. This emergency authority shall extend to all purchases, irrespective of the fact that the amount might exceed the authorized thresholds outlined in Section 3.05.020 of the Municipal Code. An explanation of the emergency circumstances shall be filed with the Mayor and City Council within forty-eight (48) hours of the emergency purchase. Packet Page. 1966 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 64 of 99 The Purchasing Process Department Led Bids for Purchases between $10,001 and $40,000: Please see Section 2: Polices, for Purchasing Expenditure and Approval Thresholds. 1. Department must contact all vendors/contractors/consultants via telephone, teleconference, or email for a quote request. a. Please note if verbal requests for quotes are made, a written confirmation and/or follow-up must be sent to the vendors/contractors/consultants. 2. Department must provide all vendors/contractors/consultants with same SOW and specifications for the services/products/equipment that is needed. a. This for transparency and audit purposes 3. Department must provide all vendors/contractors/consultants with a due date/deadline to return their bid/quote. Please see the definition and detailed example of a valid quote. a. Quote can be electronic in Excel, Word and PDF format. b. The date should be noted on the quote. 4. Departments must evaluate the bids submitted, showing documentation of the cost comparison. 5. Once bid is awarded, Department may process a purchase order for purchases between $10,001 up to $40,000. All bid documents must be attached to the PO in New World along with the certificate of insurance (Endorsements and Waivers of Subrogation), and current W9 with date and signature, if services are being provided to the City. a. It is the discretion of the Agency or Department Director to process an agreement for purchases between $10,001 and $40,000. i. Agreement templates are available from the Purchasing Division. ii. If an agreement is required, please contact the Purchasing Division for review of the agreement before it is uploaded to DocuSign for signature. Packet Page. 1967 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 65 of 99 Telephone Quotes If quotes are requested verbally, they should always be followed up by email, fax, or text, if email is not an option. The only time that a follow-up is not required is under the following unusual conditions: Wi-fi servers are inoperable for both parties; therefore, emails can’t be received and sent. Fax is not available. The post office and other delivery courier services are not available. Text messages are not an option. When requesting a phone quote from a vendor, please follow the following instructions: Pre-write verbiage or a script in order to be transparent and ask each vendor for the same information. Make sure to document the time and date the vendor was contacted. Make sure to advise the vendor of the date and time the quotes need to be submitted.. All vendors need to be contacted within the ten (10) business days to ensure pricing is comparable. Prices obtained months apart are not comparable. Make sure to obtain the vendors contact information in order to send a confirmation email. If you send a follow-up email, you are much more likely to receive the written back-up for the quote that is required for audit purposes. While verbal quotes are quick and easy, sending a follow-up email takes only a few seconds and saves a lot of headaches later during an audit! Packet Page. 1968 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 66 of 99 Example of an ideal simple quote: Quotation Quote Number: Date: May 7, 2021 Company Name: Contact Person and Contact Info.: Project Title/Number: Total Cost: Item Description Unit Price Quantity Price Office Phone System Instruction Book Instruction Manual for the NEC Office Phone System $XX.XX 40 $XXX.XXX Total Price $XXX.XX Thank You very much for giving us the opportunity to quote. We hope to serve your order soon. If you have any questions, feel free to contact us at_______________. Sincerely, Contact Title Contact Name A valid quote should contain the following information: Supplier’s business details Client details Quote number Date of issue A list of services to be provided What services won’t be provided Breakdown of costs Total cost of the project Variations of (extra costs) Timelines and completion dates Factors which may affect the completion date A place for customers to sign their acceptance Please Note:City staff should not sign acceptance of a quote. If terms and conditions are attached, the signer may be accepting terms and conditions and obligating the City to terms and conditions that are contrary to the City’s usual terms and conditions. Staff members that have been assigned purchasing and signing authority Packet Page. 1969 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 67 of 99 should be the only individuals signing on behalf of the City. Individuals that have been designated purchasing and signature authority will contact the City’s legal Counsel if necessary to obtain legal advice as to signing pricing, quotes and proposals. Payment methods, is asking for a deposit Response Time From Purchasing Agents 1. Please allow at least 72 hours for the Purchasing Division to respond to your requests. Same day inquiries will be reviewed by urgency and/or priority but responses are not guaranteed the same day. 2. This is to respect and prioritize all duties/tasks for the purchasing staff and most importantly to be able to address all City departments fairly and timely. 3. For projects, please contact purchasing no less than 6 months, but preferably a year or more before your project has to be finalized and ready to go. i. Allowing long lead times assists purchasing with identifying the needs for your department, and it assists with the needs for the City overall. Purchasing may be able to assist with your SOW, identifying suppliers/vendors in the marketplace, and with formulating your department’s purchasing strategy which will reduce potential risks. 4. Please include the purchasing process/plan and timeline in your project presentation to the City Council. i. This shows the City Council that the departments are collaborating with the Purchasing Division and that citywide staff is accountable for the project. This also gives the City Council more realistic estimated dates and times of when your project can be fully executed. Packet Page. 1970 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 68 of 99 Purchasing Division Led Bids for all purchases: 1.Quick Quote via Planet Bids:Did you know that a quick quote can be utilized via Planet Bids for small purchases up to $10,000? Quick Quotes can be released with a bid close date within 48 to 72 hours. a. The department must provide specifications to the Purchasing Division two (2) business days in advance for review and revisions before they would like the Quick Quote bid to be released. b. Departments should always send a detailed request to City Purchasing - - A detailed description of what you want to purchase, should include: 1. Color 2. Size 3. Amount/Quantity 4. Manufacturer Number 5. Name of Manufacturer, etc. c.Quick Quotes have a turnaround time of 48 to 72 hours. Quick Quote Process Chart YES NO Department Identifies Goods/Services to be purchased Purchasing will review the request. Did Dept. Provide all relevant information for Quick Bid to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with Quick Bid Release. Purchasing Dept. Releases quick quote with an assigned bid No. Bid Turnaround is 48 to 72 hours Bid Closes – Purchasing Reviews Bid & Advises Dept. of winning Company, Dept. Creates PO (Purchasing May draft contract if required) - Process is not Complete. Packet Page. 1971 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 69 of 99 2.Request for Quotation (RFQ):RFQ’s can be processed for purchases greater than $10,000. a. Requesting Department must provide RFQ documents to the Purchasing Division seven (7) business days before the requested bid release date, for review and revisions before bid is RFQ is released. b. Departments should always send a detailed request to the Purchasing Division. 1. A detailed Scope Of Services (SOS)/Scope Of Work (SOW) is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. 2. A detailed pricing sheet for the vendor to fill out and submit for the RFQ 1. Please Note: If the RFQ request is sent back to the department due to insufficient information, when the request is returned to purchasing, there will be up to five (5) additional business days for review before the RFQ is released. c. RFQs have a minimum turnaround time of 14 business days (from release to closing). This does not include the evaluation of the bids, bid protest and award protests. RFQ Process Chart YES NO Did Dept. Provide all relevant information for RFQ Bid to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with RFQ Bid Release. Purchasing Dept. Releases RFQ Bid with an assigned bid No. Bid Turnaround is 2 to 4 weeks Bid Closes – Purchasing Reviews Bid & Advises Dept. of winning Company, Dept. Creates PO (Purchasing will draft contract and Process for signature Execution Department Identifies Goods/Services to be purchased. Purchasing will review the request. Packet Page. 1972 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 70 of 99 3.Request for Proposal (RFP):The document used to solicit proposals from potential providers (proposers) for contractual goods and services. Price is usually not a primary factor. RFPs provide for the negotiation of all terms, including price, prior to contract award. An RFP may include a provision for the negotiation of best of final offers, and may be a single or multi-step process. For the City of San Bernardino, RFPs can be processed for purchases above $40,000. RFPs are usually solicited for High Value/High Risk projects and services. 1. The Department should be preparing for an RFP month in advance and contacting the Purchasing Division for advanced notification. RFP documents must be provided to the Purchasing Division no less than fourteen (14) business days in advance, before the requested RFP release date. This is for review and revisions before RFP is released. 2. The Department should always send a detailed request to the City Purchasing Division. 1. A detailed SOS/SOW is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. 2. A detailed pricing sheet for the vendor to fill out and submit for the RFP. Please Note: If an RFP request is sent back to the department due to insufficient information, when the RFP request is returned to purchasing, there will be up to five (5) additional business days for review before the RFP is released. b. Department can require a Bidders Conference (Bid Meeting) to discuss and clarify inquiries from the participating proposers. c. RFPs have a minimum turnaround time of 30 calendar days (from release to closing). This does not include the evaluation of the RFPs, any protest and award protests. See RFP Process Flow Chart on Next Page Packet Page. 1973 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 71 of 99 RFP Process Chart Yes No Department Identifies Goods/Services to be purchased. Purchasing will review the request. Did Dept. Provide all relevant information for RFP to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Purchasing Dept. will move forward with RFP Bid Release. Purchasing Dept. Releases RFP Bid with an assigned bid No. Bid Turnaround is 4 to 6 weeks Bid Closes – Purchasing Reviews: Bid Pricing, References, Exceptions, Deviations, Purchasing Draft complete evaluation Matrix. Department Reviews: responses and qualifications of bids submitted. Evaluation Matrix is reviewed by Purchasing and Evaluation team, if a Best and Final Offer (BAFO) is necessary, Purchasing will contact vendors for revised bid and deadline to submit BAFO’s BAFO Closes: Purchasing Reviews Revised Bid Pricing, Exceptions, Deviations. Purchasing draft complete evaluation Matrix Department Reviews Revised responses and qualifications of BAFOs submitted. Purchasing Sends Tentative award to most responsive/responsible bidder, (Dept. cc’d) once award accepted. Purchasing sends finalized matrix to Dept. so staff report can be drafted. and qualifications of BAFOs submitted. Once Agreement has been approved by City Attorney (If Exceptions were taken) contract is uploaded to DocuSign for signature processing. Once contract has been signed by all parties, including vendor/consultant/contract, the bid and contract process is complete. DONE!! Packet Page. 1974 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 72 of 99 Request for Information (RFI) or Request for Qualification (RFQual): A non- binding method whereby a jurisdiction publishes its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc. b. The Department requesting an RFI or RFQual should be preparing for the process months in advance and should contact the Purchasing Division for assistance. The Department must provide RFI/RFQual documents to the Purchasing Division fourteen (14) business days in advance of the requested release date, for review and revisions before the RFI or RFQual is released. c. Departments should always send a detailed request to the City Purchasing Division. d. A detailed SOS/SOW is to be provided to purchasing. 1. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. A detailed pricing sheet is not required for RFIs/RFQuals e. Departments can require a Bidders Conference to discuss and clarify inquiries from the participating respondents. f. RFI’s/RFQual’s have a minimum turnaround time of 30 calendar days (from release to closing) Please Note: If an RFI/RFQual request is sent back to a department due to insufficient information, when it is returned to purchasing, there will be up to five (5) additional business days for review before the bid is released. This does not include the evaluation of the RFI/RFQual, any protest and award protests. Packet Page. 1975 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 73 of 99 RFI/RFQual Process Chart Yes NO PROTEST PROCEDURE 1. Vendors not awarded for a contract have ten (10) business days to formally protest the award. The award should include precise fact and circumstances, and reason for the intent to award to be overturned. a. The protest must be filed before the awarded contract or purchase order has been issued. The Purchasing Division may not act on a bid protest if it hasn’t been received in a timely manner. If the protest deadline has expired, the vendor will be notified, and the award process will move forward. 2. If the vendor bid protest is appropriately filed, the Purchasing Division may delay the award of a contract or purchase order until the matter is resolved. a. Please note that situations may occur where the delay of an award may not be in the best interest of the City due to emergency and/or time constraints such as the end of the City’s fiscal year or grant funding requirements. In these situations, the City has no obligation to delay or otherwise postpone an award of a purchase order or contract based on a vendor protest. In all cases, the Cities Purchasing Manager reserves the right to make an award when it is determined to be in the best interest of the City of San Bernardino. b. The Purchasing Manager will review the protest and will considered all information submitted with the protest. The purchasing manager will make the final decision in writing by email and will be followed up with a hard copy, or Department Identifies Goods/Services to be purchased. Purchasing will review the request. Did Dept. Provide all relevant information for RFP to be Processed? Request to be returned to dept for revisions. Requesting Dept. Revises request and resends to purchasing. Bid Closes –Purchasing Reviews: Bid & Advice Dept. of Results. A short list is created from Results and a RFP/RFQ is processed for the next step., (See RFQ/RFP Flow Charts) Purchasing Dept. will move forward with RFI Bid Release Purchasing Dept. Releases RFI Bid Request with an assigned bid number. Bid Turnaround time 30 Calendar Days. Packet Page. 1976 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 74 of 99 mail the notice to the protesting bidder within thirty (30) business days of confirmed receipt. 3. The Purchasing Manager may refer a protest of a technical nature to the requesting City Department for further clarification, and will prepare a response to the protesting vendor, advising them of the pending action(s), and when a formal response can be expected. Packet Page. 1977 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 75 of 99 PROTEST FORM AND CONTENT All protests shall be in writing and state that the vendor is submitting a formal protest, and the protesting vendor is responsible for ensuring that the protest is received within the protest deadlines. If the City does not receive the protest within the specified deadline, the protest may be rejected. The mailing address for all protests is: City of San Bernardino Purchasing Division Attention: Purchasing Manager 290 North “D” Street San Bernardino, CA. 92401 Include the following information shall be placed in the protest letter. Failure to provide the following information could result in rejection of vendor’s protest: 1. Company name, mailing address, phone number, and name of company individual responsible for submission of the protest 2. Please provide an email address for communication, clarification, and disposition of the pending protest 3.Specify the City Bid Number, bid title, closing date, and proposed award date of the solicitation 4. State the specific action or decision being protested 5. Indicate the basis for the protest 6. Indicate what relief or corrective action vendor believes the City should make 7. Demonstrate that every reasonable effort was made within the schedule provided, for vendor to resolve the basis of the protest during the process, including asking questions, seeking clarification, requesting addenda, and otherwise alerting the City to any perceived problems. 8.Protest letter must be signed by an authorized agent of the company Packet Page. 1978 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 76 of 99 Vendor Setup Instruction on how to request a New Vendor set-up and/or make changes to an existing vendor: Go to New World (ERP System) Financial Management Purchasing Vendor Change Request • All vendors need documentation verifying their mailing address: • W9 • City refund form • Driver's License • Asset forfeiture, Memo from PD Purchase Orders (POs) 1. POs will be reviewed 2 days per week (Mondays and Fridays) 2. POs will be returned if proper documentation is not attached. a. Description must match the GL Account used and scope of work 3. Please be mindful that a PO is necessary “before” services are rendered. a. Example: POs are not rushed due to services being provided outside of an approved PO and/or agreement. 4. If using a Grants Account, please make sure to use a Grants PO. 5. Please make sure to obtain written permission the Grants Division. Packet Page. 1979 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 77 of 99 PO Change Order Process: Changes are made via the New World Database. A Detailed comment needs to be entered stating what is being updated. 1. Remove the check mark in the change process only 2. Enter either the PO number or Vendor to find the departments PO 3. Hit Search 4. Click on the PO number that needs to be changed 5. Make the changes as needed 6. Click Save, if enough funds aren’t available the PO will not validate 7. If you get a GIANT red X do not move it forward, you will need to adjust the budget 8. If a GREEN check mark appears , the PO is validated, then approve to move forward in the approval process 9. Once change order request goes through the approval process and is fully approved, purchasing will post, print and forward a copy of your to your department so you will know the change order is complete. Packet Page. 1980 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 78 of 99 Furniture Order Process There are a few things to be considered when you order furniture for new or existing staff. 1. There may be existing furniture that will meet your needs. Before ordering new furniture and/or cubicles, reach out to the Facilities Team. There are desks, credenzas, bookshelves, and cubicles available that are in excellent condition that may suit your needs. a. You are not required to use existing office furniture or cubicles. Sometimes the existing furnishings are too large for smaller offices, or the cubes are not suitable for the space. b. Chairs should always be ordered new. Using old chairs to save money can cost the City in the long term with potential ergonomic problems that they can cause or exacerbate for health employees. 2. If there is not existing furniture that suits the needs of your department, follow the RFQ Process to initiate the purchase of furniture that meets the needs of your department. 3. It is important to note that if City Facilities staff is unable to install your furniture and/or cubicles, a Public Works bid must be released for the installation of the furniture system according to State Law. a. The bid will be released to certified/qualified vendors that have the proper licensing and certifications for the installation and comply with Prevailing Wage. b. Prevailing Wage applies to assembly, disassembly, installation, reconfiguring or securing furniture to walls. c. Prevailing wage does not apply to delivery of furniture, or rearranging/moving chairs, bookcases, filing cabinets, desks, etc. within a space. Staples Office Supplies Staples is the city’s designated office supplies vendor. 1. To obtain a log-in Send an email to your assigned City Representative with your employee’s name, email address, phone, department and shipping address. It is okay to ask for price matches for large, priced items. Please advise City Representative when an employee separates from the city so that their account is removed. Please note Furniture orders can be placed with Staples if a department has the approved specifications and measurements. Business Registration According to Municipal Code 5.04.005, a business registration certificate needs to be obtained before any person or business conducts business in the City. Please contact the Business Registration Department for all business certificate, licensing, and fee requirement information. Packet Page. 1981 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 79 of 99 City of San Bernardino Contract Processing Guidelines The Purchasing Division wants to ensure to meet the purchasing needs of the city as much as possible. To safeguard that appropriate contract procedures a being properly followed; the following process is being implemented immediately: 1. Drafting a Contract. a. If an individual department processes a bid, the Department can draft the service agreement using the city approved template. 2. All Contracts require purchasing review & approval prior to sending to the vendor/consultant for signature. a. This is to ensure that everything is documented correctly within the agreement. b. The Department shall forward drafted agreement to the Purchasing Division for review and approval. c. Purchasing may have some approved language and/or options to add to the agreement before sending to the vendor/consultant for review. 3. Contracts Requiring Purchasing/City Attorney review & approval prior to and after the vendor/consultant has been requested to sign the contract. a. Drafted templates that will not require City Attorney approval prior to sending to the vendor/consultant for signature are: i. The contract is drafted on the City approved template and no exceptions or deviations have been taken on the terms and conditions. b. Drafted templates that will require Purchasing/City Attorney approval prior to sending to the vendor/consultant for review/revisions are: i. The contract is above $40,000. ii. The contract drafted on the City approved template and exceptions/deviations are being requested on the terms and conditions iii. The contract is drafted on the vendor/consultants’ contract template. c. Drafted templates that will require City Attorney approval after sending to the vendor/consultant for review/revisions are: i. The vendor has taken exceptions to the Terms and Conditions within the City approved agreement template. ii. The vendor is counter-responding to the exceptions the City has taken on the vendor/consultants drafted contract template. d. City Attorney is to be given a minimum of 7 to 10 business days to review contracts or to complete other legal review requests. 4. If wet signature is required. All contracts should be signed by the vendor/consultant prior to sending the contract to the Purchasing Manager and/or City Manager for final signature and approval. a. This is a best practice for the business issuing the contract not to sign a contract until it is accepted by the other party and signed. Once it is accepted and signed by the other Packet Page. 1982 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 80 of 99 party, the issuer should review the contract again to make sure no terms were changed and then sign it. i. This best practice is also used when a vendor gives the City their contract template to review and sign. The city will not sign the contract until the vendor signs the negotiated terms and conditions first. b. The City Purchasing Division is to be given a minimum of five (5) business days to review contracts or to complete other purchasing requests. c. Sometimes vendors/consultants may change terms and sign contracts without advising that changes have been made on their end. i. We must review and make sure that the same contract that was sent to them is being signed and returned to us. d. Purchasing will forward the contract to the City Clerk for the City Attorney’s Signature and City Manager’s signature, via DocuSign, unless a wet signature is required. e. Once signed by the City Manager and finalized, everyone should receive a copy of the sign. 5. Agreement Amendments are generally Processed for the following reasons: a. Rate Adjustments i. Processed when a vendor has requested a rate increase. If rates are increased in a contract, an amendment needs to be processed. The amendment should contain the new rates along with indicating the new percentage of the rate increase. b. Expiration Date Extensions i. If an agreement is needed for a longer period of time, then an amendment needs to be processed. This will include contracts that have options to extend. If the City is going to use the option to extend, an amendment needs to be generated and stated that the City is using the option to extend the agreement. c. Scope of Work Changes i. If the scope of services is being altered or information is being added to the SOW, then an amendment should be processed. Vendors are already obligated to provide the services/materials that are in their executed agreements, they are not obligated to provide more than what is stated in their SOW, this is why an amendment is needed. d. Services/Delivery Schedule Changes i. If a vendor has a set schedule of days and time that are in their contract and they want to make changes to that schedule, then the department needs to agree to that change and process an amendment. e. Typos and Errors i. When there is an error in an agreement it needs to be corrected and an amendment may need to be processed; an error may change the meaning of terms and conditions in a contract. Contact Legal Services for review to determine if the error has a material impact on the agreement or contract. Packet Page. 1983 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 81 of 99 All completed copies of executed amendments shall be attached to the PO in the Financial System. 6. When purchasing conducts, a bid, purchasing is responsible for drafting the contract. Please provide the Buyer with the Following information: a. Annual Cost for the contract b. Whether or not it is a multiple year contract c. If Council approval is required, please provide the date of the meeting, item number, and annotated page showing approval. Please do not upload contracts to DocuSign that have been processed by the Purchasing Division, that is Purchasing’s responsibility. 7. When using DocuSign, Contract will be uploaded into DocuSign and the contract will go through the internal process for signatures and the vendor’s email is added in order to obtain their electronic signature. Packet Page. 1984 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 82 of 99 City Approved Agreements Template Title Purposes Insurance Requirements Bonds Contract Amendment To amend Terms and Conditions in an executed agreement Insurance requirements are based on original Agreement N/A Contract Extensions To extend the terms and conditions of an agreement Insurance requirements are based on original Agreement N/A Design Build Agreement For single projects with turnkey design and construction Commercial General Liability (CGL) Contract Price Amt of Liability Ins (occ.) $0 - $2mil $2 mil $2mil - $5mil $3 mil $5mil - $10mil $5 mil $10mil - $20 mil $10 mil Automobile $5 mil per accident Workers Comp. $1 mil Professional Liability $2 mil Performance Bond Payment Bond Design Services Agreement For Professional Design Services Only CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate Performance Bond Payment Bond Encroachment Agreement To document City’s authorization of the Permittee’s encroachment onto City’s Property Insurance Requirements is dependent on Scope of Work contained in the agreement and Permit shall not take effect or become binding on City until Permittee has complied with the insurance requirements. N/A Goods Purchase Agreement Is to purchase all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services. Delivery Date(s) upon which the goods are to be delivered to the City, ready for approval, testing and/or use. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Lease Agreement – City as Lessee For City the pay Lessor rent for a property for a premises, for an extended period of time Insurance requirements are based on the intended use of the rental property N/A Lease Agreement – City as Lessor For city to rent out city owned property to a Lessee for an extended period of time. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ N/A License Agreement City owned real property in which a Licensee desires to obtain CITY’S permission to enter onto the Property for a specified period of time. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ N/A Long Form Construction Specifications Complex/High Risk/High Value Construction Projects CGL $5mil per occ/$10 mil aggregate Automobile $5 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate Performance Bond Payment Bond Packet Page. 1985 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 83 of 99 Template Title Purposes Insurance Requirements Bonds Builder’s Risk Contractor’s Pollution Liability $1 mil per occ/ $2 mil aggregate Maintenance Services Agreement 1. Routine, recurring, and usual work for the preservation or protection of any publicly owned or publicly operated facility for its intended purposes. 2. Minor repainting 3. Resurfacing of streets and highways at less than one inch. 4. Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems. 5. Work performed to keep, operate, and maintain publicly owned water, power, or waste disposal system, including, but not limited to, dams, reservoirs, powerplants, and electrical transmission lines of 230,000 volts and higher. CGL: $2 mil per occ/$4 mill aggregate. Limits may be increased if work involved Construction $5mil per occ/$10 mil aggregate. Automobile $1 mil per occ Workers Comp $1 mil per occ Professional Liability $2 mil per claim/Aggregate Builder’s Risk Contractor’s Pollution Liability $1 mil per occ/ $2 mil aggregate Performance Bond Payment Bond Nuisance Abatement Services Agreement Nuisance abatement is a legal procedure for correcting a situation that is considered a nuisance. Nuisances can take the form of health and safety threats in addition to circumstances that impact quality of life. Thus, issues like poor sanitation, abandoned property, havens for criminal activity, and loud music are all nuisances and can be subjected to nuisance abatement. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Comp $1 mil per occ Performance Bond Payment Bond On-Call Professional Services Agreement For Professional Services for Specialized Services such as Financial, Economic, Accounting, Legal Engineering or Administrative Services CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Professional Services Agreement A professional services agreement is essentially a form that collects all the relevant information in a professional endeavor between two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Professional Software Services Agreement A professional services agreement is essentially a form that collects all the relevant information in a professional software services endeavor between CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ N/A Packet Page. 1986 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 84 of 99 Template Title Purposes Insurance Requirements Bonds two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. Professional Liability $2 mil per claim/Aggregate Cyber Liability $1 mil per claim/Aggregate Professional Services Agreement Caltrans – FHWA A professional services agreement is essentially a form that collects all the relevant information in a professional endeavor between two parties. Its purpose is to aid in preparing a functional contract for said services between the parties. It is typically divided into two sections – the agreement, and the exhibit. Agreement is full funded by Caltrans on behalf of FHWA CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Employers Liability $1 mil per occ Professional Liability $2 mil per claim/Aggregate N/A Real Estate Purchase Agreement Transactional agreement between a Buyer and Seller of Real Estate Property Buyer maintains and will continue to maintain adequate public liability insurance coverage throughout the term of this Agreement. Buyer’s indemnity obligations as set forth herein will survive termination of this Agreement. N/A Real Estate Sale Agreement Transactional agreement between a Buyer and Seller of Real Estate Property At Close of Escrow (as defined below), Seller will convey good and marketable title to the Property to Buyer as evidenced by an ALTA Non-Extended Form Owners Policy of Title Insurance (“Title Policy”), issued by the Title Company in an amount equal to the Purchase Price, and with endorsements requested and paid for by Buyer, and subject only to the Permitted Exceptions. Seller will assign to Buyer all insurance proceeds and the Purchase Price will be reduced by the amount of any deductible. N/A Reimbursement & Indemnification Agreement Reimbursement: to Reduce or avoid tax. The benefit under a reimbursement agreement can be the payment of money, the transfer to property or an estate, interest, right or power in or over property or the provision of services. An Indemnity Agreement allows the injured party to claim compensation or reimbursement for the losses that are suffered from the party that is liable to make up for these damages N/A N/A Packet Page. 1987 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 85 of 99 Template Title Purposes Insurance Requirements Bonds Reverse License Agreement the License Agreement to be entered into by Buyer and Seller at the Closing in the form attached hereto as Exhibit B. CITY, shall be lawfully self-insured with minimum coverage limits as required by LICENSOR as described in Exhibit “C”. Prior to (i) entering the Licensed Property or (ii) performing any work or maintenance on the Facility, CITY shall furnish LICENSOR with the insurance endorsements and certificates in the form and amounts specified in Exhibit “C”, evidencing the existence, amounts and coverage of the insurance required to be maintained hereunder. LICENSOR shall not be liable for the payment of any premiums or assessments for insurance required to be maintained by CITY under this Agreement. N/A Reverse Right of Entry Agreement GRANTOR hereby grants to GRANTEE and its agents, employees and contractors the temporary non- exclusive right to enter onto the Property for the Project; provided, however, that GRANTEE’s use of the Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by GRANTOR or any tenants, occupants or persons claiming through or under GRANTOR; and provided further that all persons who enter upon the Property pursuant to this Right of Entry do so at their own risk and shall comply with any and all instructions and directions of GRANTOR. N/A Bond Right of Entry Agreement Employees and contractors the temporary non-exclusive right to enter onto Property solely for a project. provided, however, that GRANTEE’s use of the Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by GRANTOR or any tenants, occupants or persons claiming through or under GRANTOR; and provided further that all persons who enter upon the Property pursuant to this Right of Entry do so at their own risk and shall comply with any and all instructions and directions of GRANTOR. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ N/A Short Form Construction Contract A short form agreement is legal document that is used to procure small renovation or construction services from a contractor or construction CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk N/A Packet Page. 1988 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 86 of 99 Template Title Purposes Insurance Requirements Bonds company. The contract states who the parties are, what work is to be completed, and by what date the project should be done. Professional Liability Ins. $2 mill per occ. Short Form Services Agreement It is intended for use in business-to- business transactions and is not suitable for use in consumer transactions. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk Professional Liability Ins. $2 mill per occ. N/A Vendor Services Agreement A vendor service agreement is used whenever a business owner or an individual hires a person or company to provide services or products. Vendor agreements are used in all sorts of industries, including professional services, technology, marketing, event planning, and much more. A quality vendor service agreement clearly states the product or service the vendor will provide and the expectations of the deal from the beginning. It also lowers the risk of dispute or confusion for everyone involved. A vendor service agreement should be used for all types of events, including farmer's markets, festivals, or fairs, to ensure everyone benefits from the experience. In a vendor agreement, the conditions and expectations of the service or product are clearly laid out. CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ Workers Compensation $1 mil per occ Builders’/All Risk Professional Liability Ins. $2 mill per occ. Packet Page. 1989 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 87 of 99 Non-City Approved Agreements Type of Agreement Definitions Cooperative Agreements These are agreements between a government entity and a business, created in order to lower the cost of procuring goods and services that multiple entities commonly need. 1. Cal Procure: State Leveraged Procurement Agreements 2. OMNIA Partners 3. Sourcewell 4. NASPO 5. BuyBoard Purchasing Cooperative Piggybacking When you use an existing contract to acquire the same commodities or services at the same or lower price from another public entity contract. Subject Matter Comparisons: The product or service acquired through piggybacking must be comparable to what your original acquisition needs, function, and goals are. Single Source A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. A department must demonstrate in detailed writing, to the Purchasing Agent that the purchase can only be obtained from a single source. Note: This is a LEGAL requirement, not just an ordinance. This is to protect against any discrimination for ALL bidders, contractors. We are ran by the public for the public. Sole Source Is used only when there is only one qualified company that has developed a patent or copyright product or services; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition. Please contact purchasing to use the Single/Sole Source Justification Form when requesting to utilize a Single/Sole Source Procurement. See example below Packet Page. 1990 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 88 of 99 City of San Bernardino Finance Department, Purchasing Division JUSTIFICATION OF SINGLE/SOLE SOURCE REQUEST ITEM Description ________________________________ DATE__________ Select Source: ____Sole Source: Item is manufactured and/or only distributed by one vendor. ____Single Source: Item is available from several vendors, but item is the only one that will work Please answer all questions in detail, in order to prevent delays in the evaluation. Please do not provide one sentence answers. If any additional pages are needed to answer all questions, please attach all pages to this document. 1. Why is the acquisition restricted to this good/service/supplier? (Explain why the acquisition cannot be competitively bid). Please enter answer below 2. Describe the uniqueness of the purchase (why was the good/service/supplier chosen?) Please enter the answer below 3. What are the consequences of not purchasing the goods/service or contracting with the proposed supplier? 4. What market research was conducted to substantiate the single source, including evaluation of other items considered? a. (Please provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department concluded that such alternatives are either inappropriate or unavailable. The names, addresses and phone numbers of suppliers contacted and the reasons for not considering them must be included or an explanation of why the survey or effort to identify other goods/services was not performed.) 5. How was the price offered determined to be fair and reasonable? Explain what the basis was for comparison and include cost analyses as applicable. (I.e., Compared to vendor’s previous or current offer to the city or to another agency/company – or any other method of comparison that will substantiate fair and reasonable pricing in the absence of competition) Packet Page. 1991 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 89 of 99 6. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier. Signature Block Below ____________________ ___________ Department Head Date ____________________ _____________ Approved Not Approved Date (Up to $100,000) Purchasing Manager SSJ Justification: _______________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ Over $100,000 – must be submitted for City Council Approval with the Purchasing Manager in concurrence. Packet Page. 1992 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 90 of 99 Please contact the City Clerk’s office if you have questions regarding the DocuSign Process for Agreement Signatures: City Clerk requires: That only Finalized Agreement be uploaded to DocuSign. Before uploading an agreement to DocuSign, please forward the following Documents to your designated Buyer for review via email: 1. Drafted Agreement 2. Quote(s) 3. COI with waivers of Subrogation and Endorsements 4. W9 with wet signature and current date 5. City Business License Packet Page. 1993 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 91 of 99 How to Calculate Cost Avoidances and Cost Savings for Procurement Projects Cost Savings vs. Cost Avoidance -Cost-savings measures any actions that lower current spending, investment, or debt levels. They result in a tangible financial benefit for the organization. The amount of money saved as a result of these measures should always be reflected in the financial statements and next year’s budget. Actual cost savings should be visible in the financial statements compared to prior period; planned cost savings should be reflected in the budget. Examples of cost saving measures are: o Reduction of overtime hours o Elimination of temporary labor employees o Negotiation of price decreases for products and services o Negotiation of a lower rental fee for facilities and equipment -Cost avoidance measures are any actions that avoid having to incur costs in the future. They represent potential increases in costs that are averted through specific preemptive actions. These measures will never be reflected in the budget or the financial statements. Some examples of cost avoidance measures are: o A reduction of a proposed price increase from a vendor o The elimination of the need for additional headcount through process improvements, or a change in maintenance schedules for critical equipment to avoid work stoppages. Packet Page. 1994 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 92 of 99 How to Calculate a Cost Avoidance Example Average Cost of Bids Submitted $ 1,000,000.00 Winning Bid $ 350,000.00 Average Cost of Bids - Subtracted from winning bid =Cost Avoidance $ 650,000.00 Divide Cost Avoidance/ Average cost of bids = Percentage of savings/avoidance for project 65% How to Calculate a Basic Cost Savings Example Cost used in previous project/services $ 55,000.00 Cost of new winning bid $ 46,000.00 Subtract previous cost from - new bid cost = New cost savings $ 9,000.00 Divide Cost Savings/ previous project cost = Percentage of new cost savings 16% Packet Page. 1995 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 93 of 99 Certificate of Insurance (COI): All vendors are required to provide a COI for the services, materials and equipment that they are providing to the city. Insurance limits vary dependent upon the type of work and services that are being provided. The Current Insurance Limits for 2023 are the following: Professional Services Agreements, Lessee Agreements & Vendor Agreements General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate. Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Environmental Contractors and/or Consultants Agreements Commercial General Liability (CGL). No less than $2,000,000 per occ./$4,000,000 aggregate Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Construction Services Agreements Commercial General Liability (CGL). No less than $5,000,000 per occ./ $10,000,000 aggregate. o The higher limit is appropriate for general contractors on any new construction or major remodel projects. Subcontractors in areas of higher risk, such as electric, roofing, or plumbing work, should have limits above the standard minimum of $2 million. Automobile Liability. No less than $5,000,000 per accident for bodily injury and property damage. Packet Page. 1996 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 94 of 99 Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Builder’s Risk. (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Professional Liability. No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Contractors’ Pollution Legal Liability. And/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. Aviation and Cyber Liability Insurance (May be required): o Unmanned Aerial Systems (UAS) – aka “Drones”, has determined that drones are “currently the most dynamic growth sector in Aviation. o Amount of Insurance Needed: Typically, liability limits may be purchased on a combined single limit basis at $500,000, $1,000,000 and $2,000,000 and higher depending on insurance company and/or requirement. Design/Build Contracts (Professional Liability). For contracts with construction risk, there is added coverage requirements for professional liability. It is necessary for “design/build” contracts where the contractor is expected to provide engineering and architectural services. Please note that Bonds may be required such as: Surety Bonds, Bid Bonds, Performance Bonds, Payment Bonds, Subdivision or Completion Bonds. Please review the contract template and/or contact the City Attorney to verify if there is a requirement for Bonds. Professional Software Services Agreements and may be required for other types of agreements. General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate. Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate. Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage. Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees. Packet Page. 1997 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 95 of 99 Cyber Liability with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate o Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction electronic information, release of private information, alteration of electronic information, extortion and network security. This policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit expenses with limit sufficient to respond to these obligations. Packet Page. 1998 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 96 of 99 Packet Page. 1999 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 97 of 99 Packet Page. 2000 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 98 of 99 Packet Page. 2001 City of San Bernardino | Purchasing Manual Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 99 of 99 Packet Page. 2002 2 4 2 2 DISCUSSION City of San Bernardino Request for Council Action Date:November 20, 2024 To:Honorable Mayor and City Council Members From:Helen Tran Department:Mayor's Office Subject:Discuss and provide direction regarding Termination of City Attorney contract and immediately Appoint Interim City Attorney and evaluate appropriate City Attorney services for the City. Recommendation: Discuss and provide direction to Staff. Packet Page. 2003