Azusa City Council
July 20, 2026

APPROVE THE PLANS AND SPECIFICATIONS FOR THE AZUSA LIBRARY MODERNIZATION PROJECT

AND AUTHORIZE STAFF TO SOLICIT BIDS
April 21, 2025

CONSENT ITEM
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TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY

ENGINEER
DATE: JULY 20, 2026
SUBJECT: CONSIDERATION OF A PROFESSIONAL SERVICES AGREEMENT WITH PSD CITYWIDE, INC. FOR CITYWIDE ENTERPRISE ASSET MANAGEMENT

SYSTEM IMPLEMENTATION AND ANNUAL SOFTWARE LICENSING AND

MAINTENANCE
BACKGROUND:

The Department of Public Works has been in the process of reviewing various platforms to enhance maintenance and service delivery. Part of this initiative is to implement an asset management system for all City infrastructure and facilities. The goals the Department is working on are improving response to community needs, reducing potential liability exposure, and proactively managing the City’s assets. As part of the review process, Public Works staff entertained several presentations from various companies. Demonstrations of various systems were provided for the City Staff to determine which system would be the best fit and provide the best value for the City.

RECOMMENDATIONS:

Staff recommends that the City Council take the following actions:
1) Waive the bidding process as authorized under Azusa Municipal Code Section 2-521(a) Cooperative, piggyback purchasing with other agencies in the best interest of the City and utilize contract number 060624-PSD with PSD Citywide, Inc. provided through Sourcewell’s Cooperative Purchase Program;
2) Approve a Professional Services Agreement with PSD Citywide, Inc. in the amount not to exceed $135,290 for the implementation year and $55,500 Annual Version Protection and Maintenance Fee for subsequent years;
3) Authorize staff to increase the FY 2026-27 budget by $135,290 in the applicable Fund 56; and PSA with PSD Citywide, Inc. for Citywide Enterprise Asset Management System July 20, 2026

4) Authorize the City Manager to execute contracts, in a form acceptable to the City Attorney, on behalf of the City.

ANALYSIS:

As part of the process of selecting asset management software that meets the City’s needs, staff attended several demonstrations and presentations. City staff determined that PSD Citywide offered the software that meets the Department’s needs. The City’s Information Technology Department (IT) assisted in the review of the software to ensure compatibility with CivicPlus.

PSD Citywide has been in business for over 20 years and performed over 600 implementations of their software across North America. PSD Citywide has a 97% retention rate among clients, including numerous local government clients, and their software helps agencies manage both the operational and long-term needs of their assets with sophisticated lifecycle and risk planning to effectively lower the cost of asset ownership.

PSD Citywide asset management program suite includes various functions, including maintenance tracking and reporting, customizable preventative maintenance scheduling, and asset management planning. These functions improve transparency, efficiency, and allow for longer-term planning around assets to enable more strategic maintenance, rehabilitation/replacement, and overall management of City-owned assets. PSD Citywide also has functionality that will enable public works field staff to utilize the system in the field via a mobile field app to update asset conditions in the system as maintenance and repairs are completed, and can also add new assets or update locations, correct missing information, and attach photos or notes taken in the field in real-time. Furthermore, PSD Citywide is also able to integrate the City’s existing GIS data into the platform, which will provide a unified view of all the City’s asset data. PSD Citywide work order system will also provide automatic updates to ensure notifications are provided on the status of work orders.

PSD Citywide possesses a Sourcewell Contract (#060624) which provides local governments with a streamlined, competitively solicited procurement process. In addition to the various benefits provided by PSD Citywide asset management program suite, their proposed price includes a $8,310 discount.

When considering this in addition to the other functions, staff believe PSD Citywide represents the best value for an asset management product, and, as such, recommends the City Council approve the award of the software licensing agreement. The total cost of $135,290 consists of $55,500 for the first 12-month annual subscription, protection, and maintenance plus $79,790 for implementation and training costs.

Description of Cost Amount
Implementation and Training $79,790
Annual Version Protection and Maintenance $55,500
Total Cost FY 26/27 $135,290
Total Cost FY 27/28 $55,500
Total Cost FY 28/29 $55,500
PSA with PSD Citywide, Inc. for Citywide Enterprise Asset Management System July 20, 2026

FISCAL IMPACT:

The total fiscal impact of $135,290 for implementation and first-year protection and maintenance fees will be financed with $44,000 from the Engineering Technology Enhancement Fund and $91,290 from the Building Technology Fund. Upon Council approval, staff will appropriate $135,290, including $44,000 to account 56-55-651-002-7143 and $91,290 to account 56-35-620-002-7143.

Ongoing annual protection and maintenance costs of approximately $55,500 will be budgeted in the Information Technology–Sewer Fund (Org Key Account 48-49-944-000) and will be requested through the bi-annual budget process beginning with Fiscal Year 2027-28.

Prepared by: Reviewed and Approved by:

Robert Delgadillo, P.E. Sergio Gonzalez
Director of Public Works/City Engineer City Manager
Attachments:
1) Professional Services Agreement with PSD Citywide
2) PSD Citywide, Inc. Proposal
3) PSD Citywide Sourcewell Agreement #060624-PSD
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CITY OF AZUSA

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this ____ day of July, 2026 by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and PSD Citywide, Inc., with its principal place of business at 400 Continental Boulevard, El Segundo, CA, 90245 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing Citywide Enterprise Asset Management System services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the CITYWIDE ENTERPRISE ASSET MANAGEMENT SYSTEM IMPLEMENTATION project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant 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 professional Asset Management System consulting 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 September 1, 2026 to August 31, 2029, unless earlier terminated as provided herein. Consultant 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. This agreement may be extended two additional one year terms with the approval of City Council.

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3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant 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 Consultant shall also not be employees of City and 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 of Services under this Agreement and as required by law. Consultant 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. Consultant 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. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel 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 Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: Anita Frost, Account Executive, and Jeff Muir, Regional Manager.

3.2.5 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. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

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3.2.6 Consultant’s Representative. Consultant hereby designates Anita Frost, Account Executive, or his/her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his/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.

3.2.7 Coordination of Services. Consultant 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.

3.2.8 Standard of Care; Performance of Employees. Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant 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, Consultant 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 Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants 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 Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance . Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also 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 separately agreed upon in writing by the City and Consultant (“Performance Milestones”).

Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs PSD Citywide, Inc.

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any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant 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; Consultant. 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. 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 Consultant.

Consultant 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. Consultant 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. Consultant 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 Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its subsections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants 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 Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants 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 Consultant 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, Consultant 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 PSD Citywide, Inc.

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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. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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. Consultant 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.

3.2.10.6 Air Quality. To the extent applicable, Consultant 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 South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant 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, Consultant’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, the State Water Resources Control Board and the Santa Ana Regional Water Quality 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 Consultant or City to penalties, fines, or additional regulatory requirements. Consultant 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 Consultant’s non-compliance with the laws, regulations and policies described in this Section, PSD Citywide, Inc.

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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, Consultant 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. Consultant 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 Agreement. Upon request, City will provide Consultant with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that 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 provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.

3.2.11.2 Minimum Requirements. Consultant 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 Consultant, its agents, representatives, employees or subcontractors.

Consultant 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); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 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. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 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: $1,000,000 per accident for bodily injury PSD Citywide, Inc.

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and property damage; and (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 $1,000,000 per accident for bodily injury or disease. 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, Consultant 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 Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to limits.

3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant 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 Azusa, 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 Consultant, 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 Consultant’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 selfinsurance 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 Consultant’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 3.2.11.4(A).

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(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 Consultant or for which the Consultant 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 Consultant’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 Consultant’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 3.2.11.4(B). (C) Workers’ Compensation and Employers’ 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 Consultant. (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.

3.2.11.5 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 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, 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 subconsultants.

3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant 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 PSD Citywide, Inc.

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volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any subconsultants 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 insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.8 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.

3.2.11.9 Verification of Coverage. Consultant 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. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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 life saving 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 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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 PSD Citywide, Inc.

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of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant 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 ONE HUNDRED THIRTY FIVE THOUSAND TWO HUNDRED NINETY DOLLARS ($135,290) for the implementation year and FIFTY FIVE THOUSAND DOLLARS ($55,000) for subsequent years without written approval of the City Council. 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. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant.

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, 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 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 Prevailing Wages. Consultant 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 “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, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant 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 Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant 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 Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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 Ownership of Materials and Confidentiality.

3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data 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 actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City.

3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or reuse of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.5.4 Confidentiality. All Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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 prior written consent of City.

3.6 General Provisions.

3.6.1 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:

Consultant:

PSD Citywide, Inc.
400 Continental Boulevard
El Segundo, CA 90245
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Attention: Anita Frost, Account Executive
City:

City of Azusa
213 E. Foothill Blvd.

Azusa, CA 91702
Attn: Robert Delgadillo – Public Works
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.

3.6.2 Indemnification.

3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless AGENCY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of CONSULTANT, its officers, agents, employees or subconsultants (or any agency or individual that CONSULTANT shall bear the legal liability thereof) in the performance of services under this AGREEMENT. CONSULTANT’s duty to indemnify and hold harmless AGENCY shall not extend to the AGENCY’s sole or active negligence.

3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this AGREEMENT, and upon demand by AGENCY, CONSULTANT shall defend the AGENCY at CONSULTANT’s cost or at AGENCY’s option, to reimburse AGENCY for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by CONSULTANT’s negligent acts, errors or omissions. Payment by AGENCY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and AGENCY, as to whether liability arises from the sole or active negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will be obligated to pay for AGENCY’s defense until such time as a final judgment has been entered adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

3.6.2.3 Limitation on Liability. Notwithstanding anything herein to the contrary, the liability of Consultant to indemnify City under section 3.6.2.1, section 3.6.2.2, or any other provision of this Agreement, for any losses, liabilities, damages, costs and expenses, of any kind suffered by City (collectively “Losses”) is limited to monetary damages, and the aggregate amount of such Losses relating to any wrongful act, negligence, error or omission in respect of a product or service is limited to the greater of (i) fees paid or payable to Consultant under this Agreement for the product or service which gave rise to the Losses; and (ii) if the claim is properly the subject of an insurance PSD Citywide, Inc.

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claim by Consultant, the amount of such party’s actual insurance coverage as required by the terms of this Agreement. Under no circumstances shall Consultant be liable to City for indirect, incidental, special, aggravated, punitive, exemplary or consequential damages, or damages for loss of profits, revenue, diminution in value, data or use, even if PSD Citywide (US) Inc. has been advised of the possibility of such damages.

3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.

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, Consultant 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 Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.7 Assignment or Transfer. Consultant 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.

3.6.8 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected 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.

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3.6.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.10 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.

3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.12 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.

3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not 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. Consultant further agrees to file, or shall cause its employees or subconsultants 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.

3.6.14 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.

3.6.15 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.6.16 Authority to Enter Agreement. Consultant 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.

3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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3.6.18 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.
[SIGNATURES ON NEXT PAGE]
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CITY OF AZUSA PSD CITYWIDE, INC.

By: By:

Mayor Edward J. Alvarez
Name:

Attest:

Title:

City Clerk
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,

AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Approved as to Form:

Burke, Williams & Sorenson, LLP By:

Name:

City Attorney
Title:

A-1
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EXHIBIT “A”

SCOPE OF SERVICES
(See Attachment 2 for full proposal)
B-1
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EXHIBIT “B”

SCHEDULE OF SERVICES
(See Attachment 2 for full proposal)
C-1
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EXHIBIT “C”

COMPENSATION
(See Attachment 2 for full compensation details)
Citywide Enterprise Asset
Management System
Service License Agreement
City of Azusa, CA
Submitted by:

PSD Citywide (US) Inc.
400 Continental Blvd.

El Segundo, California, 90245
Name: Anita Frost
e: [email protected]
p: (619) 565-9374
Contact List
City of Azusa (“Client”)
Name Title Telephone E-Mail
Robert Delgadillo
Director of Public
Works
(626) 812-5248 [email protected]
PSD Citywide (US) Inc. (“PSD Citywide”)
Name Title Telephone E-Mail
Anita Frost
Account
Executive
619-565-9374 [email protected]
Jeff Muir
Regional
Manager
519-690-2565 Ext.
2502
[email protected]
Kristie Lapointe
Client Success
Operations
519-690-2565 Ext.
2509
[email protected]
Christie Wiggers
Director,
Implementation
Services
519-690-2565 Ext.
2708
[email protected]
Service License Agreement Terms
This Service License Agreement (SLA), including all pricing and outlined terms, is valid for 60 days.

After this date, the terms and pricing outlined within may be subject to revision or withdrawal. We encourage timely review and communication to ensure alignment with the current SLA details.

Service License Agreement Date: August 1, 2026
Version: 2.0
2 Project Deliverables
The purpose of this project is to implement both Citywide Assets and Citywide Maintenance Modules as part of the Citywide Software Suite. The aim is to provide the Client with a complete asset registry for all asset types and a maintenance management solution that encompasses service requests, work orders, and preventative maintenance. This dual implementation will support the Client’s financial reporting and enhance its Asset Management practices by offering a centralized system for utilizing data and managing asset maintenance efficiently.

As part of this project's deliverables, PSD will provide the following for both the Citywide Assets and Citywide Maintenance modules:
● Web-hosted solutions for Citywide Assets and Citywide Maintenance, accessible to an unlimited number of client users
● Provide software as per agreed in the SOW and as reflected within the pricing charts within this document.
● Professional services to implement the software.
● Comprehensive training for admin users on how to effectively use both the Citywide Assets and Citywide Maintenance platforms.
● Ongoing software support for both modules, covering bug reporting and fixes to ensure smooth operation.

1. Citywide Assets
Citywide Assets is a comprehensive enterprise asset management solution that supports all asset classes and serves as a central database for asset information across the organization. Designed to align with industry standards, it offers advanced asset management capabilities, including lifecycle planning, risk management, service level assessment, and decision support.

Users can create asset data hierarchy using industry-standard naming conventions, like Uniformat coding, and create detailed asset profiles. These profiles facilitate the generation of lifecycle strategies, risk matrices, and condition reports. Additionally, Citywide Assets enhances financial reporting accuracy and efficiency, integrating asset data into financial processes seamlessly. The system also features a GIS viewer, enabling users to visualize and access asset information through a dynamic mapping interface, thereby improving infrastructure planning and communication around asset management.
3 2. Citywide Maintenance
Citywide Maintenance is a comprehensive Computerized Maintenance Management System (CMMS) with built-in service request, work order, and preventative maintenance applications. It is specifically designed to empower all municipal departments to prioritize, schedule, and track maintenance projects seamlessly. Whether in the office or out in the field, users can access and manage service requests and work orders, streamlining day-to-day maintenance operations.

Built from the ground up to meet the unique requirements of Public Works, Citywide Maintenance facilitates efficient workflow management, project tracking, and resource allocation. At its core, it supports municipalities in planning, managing, assigning, recording, and reporting on all types of work completed as part of their operations, ensuring transparency and accountability.

As an enterprise, cloud-hosted solution, Citywide Maintenance integrates fully with the Citywide suite of modular tools, including asset management, GIS, and permits management. All modules are hosted, developed, and supported by PSD Citywide, offering a unified and robust system for managing municipal operations.

Additionally, Citywide Maintenance includes a mobile application, designed for staff to access and update work order information in real-time while in the field. The mobile app allows users to review and complete work orders, update schedules, and manage priority tasks, even when offline. Once an internet connection is available, all information is automatically synchronized, ensuring that field operations are as efficient and reliable as office-based work.

3. GIS Viewer
Citywide GIS Viewer integrates GIS data into the Citywide platform, offering users an enhanced experience in accessing and managing geographic information. This integration improves data accessibility, reduces manual data entry errors, and supports better decision-making by providing a unified view of geographic data.

Integration Options

1. Automatic Integration
This method seamlessly connects to WMS/WFS services using a common ID, enabling the direct loading of related assets and custom links for immediate access. By automatically displaying GIS data, this approach ensures smooth data integration and enhances workflow efficiency.

2. Manual Integration
This option imports GIS files as points, linking them to inventory assets through unique IDs.

Supported by scheduled tasks, this method automates data synchronization, ensuring accurate and up-to-date information is maintained across systems.
4 Project Scope
Citywide Assets
Legend
= Included = Not Included T = Training only TBD = To be determined Asset Classes to be Implemented
Asset Classes In Scope
Streets & Sidewalk ✔️
Sewer & Wastewater ✔️
Facilities ✔️
Parks ✔️
Fleet, Machinery & Equipment ✔️
Land & Land Improvements ❌
Information Technology ❌
Citywide Maintenance
Client Business Units to be Implemented
Business Unit In Scope
Streets, Sidewalks and Sewer Phase 1
Parks Operations, Facilities, and Graffiti Phase 2
Fleet ❌
5 Software Implementation Scope
6 Features Streets, Sidewalks and Sewer Parks Operations, Facilities, Graffiti Service Requests ✔️ ✔️
Customers & Properties
(Upload existing data)
✔️ ✔️
Activity Based Work
Orders
✔️ ✔️
Asset Based Work
Orders
✔️ ✔️
Inspection Work Orders ✔️ ✔️
Process Checklists ✔️ Up to 50 ✔️ Up to 15
Preventative &
Scheduled Maintenance ✔️ Up to 50 ✔️ Up to 15
Workflow Notifications ✔️ ✔️
Sandbox for Training &
Testing
✔️ ✔️
Training Core & Admin ✔️ ✔️
Training End User ✔️ ✔️
Training Mobile ✔️ ✔️
Resource Costing –
Labor
❌ ❌
Resource Costing –
Equipment
❌ ❌
Resource Costing –
Parts & Materials
❌ ❌
Project Schedule
The estimated duration of this project is 8 months. The detailed project schedule and Gantt chart will be supplied after the kick-off meeting and will be reviewed and approved in phases as the project progresses. The duration of the project is dependent on multiple factors including client availability as well as data activities. Note that Client time and resources will be required regularly throughout the project as part of the following steps:

1. Completing data templates,

2. Testing the system during the designated testing period to ensure proper configuration, and

3. Participation in applicable training sessions.

Project Communication
Clear and efficient communications between the Client and PSD is vital to project success. In the kick-off meeting, the main point of contact for PSD and the Client will be decided upon and the Client will be introduced to PSD's Project Management Tool, Kantata, in which clients can have access to view the progress of the project. All high-level client communications, including project progress updates, scheduling future meetings/workshops and sending of data should be done between these individuals unless stated otherwise throughout the project. In addition, every two weeks starting with the kick-off meeting, the PSD Project Manager will provide a project status update that includes progress of tasks completed to date and the timelines and milestones of activities moving forward. Alternatively, the client can check project progress, statuses, and updates through Kantata.

PSD Citywide project management effort is influenced by the duration of the project. Deviations from the project duration proposed may result in additional costs.

Project Change Management and Client Responsibilities

1. Client Responsibilities and Adherence to Schedule
The Client is required to prioritize scheduled meetings and tasks as detailed in the project plan.

Delays in attending these meetings or completing assigned tasks may lead to adjustments in the project timeline and potential additional costs.

2. Adjustments Due to Requirement Changes
If the Client’s detailed requirements significantly deviate from the initial assumptions made during project planning and proposal, PSD Citywide may need to revise the project scope and pricing. Any additional work required will need Client approval and may lead to extended project timelines and additional fees.

3. Data Quality Assumptions
The project assumes that the Client will provide data that is complete, consistent, and formatted according to mutually agreed-upon standards. Should significant data quality issues arise—such as missing critical information, data format discrepancies, or inconsistencies that impede processing—PSD Citywide will provide an estimate for the additional work required to remediate these issues. This may also necessitate adjustments to the project timeline and budget.

4. Change Order Process
7 For any changes in project scope, requirements, data issues, or significant schedule delays, a formal change order will be issued. The Client must approve this change order before any additional work begins. The change order will detail:

Additional work required.

A revised timeline and resource allocation.

An updated cost estimate for the additional services.

PSD Citywide Software License & Support Terms and Conditions PSD Citywide (US) Inc. to:
● Provide an enterprise user license for the use of Citywide Assets as per the agreed price. ● Provide an enterprise user license for the use of Citywide Maintenance as per the agreed price.
● Provide user and technical documentation in electronic format. ● Provide software as per agreed in the proposal and as reflected within the pricing charts within this SLA.
● Provide managed data files and storage up to 50GB.

Client to:
● Provide to PSD Citywide (US) Inc. a purchase order for $74,790.00 for implementation & consulting services of the above-mentioned Citywide modules, Value Added Features & Services.
● Provide to PSD Citywide (US) Inc. a purchase order for $55,500.00 for Annual Version Protection and Maintenance of Citywide Assets and Maintenance.

Training
PSD follows the “Train the Trainer” model such that Client Admin users are trained to be comfortable with the system functionality to the level where they can conduct in-house end user training with additional users. Training can occur on-site or remotely (via the web or phone).

On-site training is subject to standard travel and accommodation expenses as outlined in the Project Budget section below. Training hours must be used before the completion of the project. 8 Usage Terms:

WARNING: This Software is protected by copyright.

This software is owned by PSD Citywide (US) Inc. and is protected by U.S. and Canadian copyright laws and international treaty provisions. Therefore, you must treat the software like any other copyrighted material (for example a book). You may print help text or other documentation on hard copy for your own use.

You may not sell, lease or otherwise make available the software or any of the accompanying materials to a third party. You may not reverse engineer, decompile or disassemble the software.

The terms for your usage of this software are governed by an agreement between your organization and PSD Citywide (US) Inc.

You are obligated to adhere to the terms of this agreement. If you do not have such an agreement, you are installing this software illegally, and should immediately cease the installation process and return any media to PSD Citywide (US) Inc.

Annual Version Protection and
Maintenance Terms and Conditions
The Annual Version Protection and Maintenance fee is billed annually in advance and is payable within 30 days of invoice. Should the licensee opt to discontinue the support service, the invoice should be immediately returned to PSD Citywide (US) Inc. unpaid, with a letter to that effect.

What the Annual Version Protection and Maintenance fee entitles the licensee to:
✔ Version Protection such that the Client will have access to added software enhancements without additional cost.
✔ Web Hosting such that PSD will provide redundant internet connections, daily backup both on and off-site of client data, 24 Hour video, on-site security, and fire suppression. ✔ Access to the Citywide Support Center to report software issues and access the online user guide.
✔ Additional requests for guidance, consulting or advice on the use of the software that would not be considered consulting services as determined by PSD Citywide (US) Inc.

What the Version Protection and Maintenance Support fee does not entitle the licensee to:

Consulting services: There is sometimes a fine line as to what can be handled as support, vs. a consulting service. While we attempt to handle as much as possible as support, when a request is made to implement a process change or an enhancement which is specific to a customer, and the advice or work extends beyond a general description of the steps required, we will suggest purchasing additional consulting time to implement the new requirement. Services will be billed at the current hourly rate, which will be invoiced at the end of the month. The Client will be made aware of any billing prior to providing assistance. 9 Pricing
Summary
Implementation Services Amount
Citywide Assets $14,400.00
Citywide Maintenance $53,400.00
Value Added Features & Services $15,300.00
Sub-total Implementation Services $83,100.00
California Chapter Discount (10%) $8,310.00
Total Implementation Services $74,790.00
Optional Onsite Training Travel Expenses Estimate $5,000.00 1 Total with Optional Services $79,790.00
1 Travel expenses charged at cost
Annual Version Protection & Maintenance Amount
Citywide Assets + Citywide Maintenance Enterprise License ● Unlimited Users
$40,000.00
Value Added Annual Version Protection & Maintenance $15,500.00 Total Annual Version Protection and Maintenance $55,500.00 10 Project Budget Breakdown (Assets)
Implementation Professional Services Amount
Project Management
Needs Assessment, Kickoff Meeting, Project Planning,
Schedules, Status Reports, Update Meetings, Issues and
Go-Live Planning
$1,800.00
Total Project Management $1,800.00
Implementation &
Configuration
Data Review & Formatting
$5,400.00
Database Hierarchy Configuration
User Defined Attributes Configuration
Data Import
Configure Users, Roles & Permissions
BCA – Extract Data and Set up
● Hierarchy Configuration
● Asset Register Upload and Photos
● Append Condition, Replacement Costs, EUL, etc.
● Append any recommended capital rehabilitation
activities.
$5,400.00
Database Hierarchy Configuration $10,800.00
Training
User Defined Attributes Configuration $900.00
Data Import $900.00
Total Training $1,800.00
Total Implementation Costs $14,400.00
Annual Version Protection & Maintenance Amount
Citywide Assets $20,000.00
Total Annual Version Protection and Maintenance $20,000.00 11 Project Budget Breakdown (Maintenance)
Implementation & Professional Services Amount
Project
Management
Needs Assessment, Kickoff Meeting, Project Planning, Schedules, Status Reports, Update Meetings, Issues and Go-Live Planning $7,200.00 Total Project Management $7,200.00
Implementation &
Configuration
Service Requests
$27,000.00
Work Orders
Workflow Process Control
Customers and Properties
Preventative & Scheduled Maintenance [Up to 65]
Workflow Notifications
Testing – AT, System, Test Cases/Scenarios
Go-Live Support
Total Implementation & Configuration $27,000.00
Training
Admin Training $3,600.00
Maintenance Admin Training (2 Phases) $7,200.00
End User Training (2 Phases) $9,000.00
Total Training $19,200.00
Total Implementation Costs $53,400.00
Annual Version Protection & Maintenance Amount
Citywide Maintenance $20,000.00
Total Annual Version Protection and Maintenance $20,000.00 12 Value Added Features & Services
Value Added Services In Scope Implementation Annual Fee Citywide Core
GIS Integration (WMS) - Automatic ✔️ $3,600.00 Included Single Sign-on (SSO) Integration ✔️ $1,800.00 $500.00
Additional Data Storage (XGB) ❌ N/A N/A
API / Third Party Integrations
● Dig Alert ✔️ $3,600.00 $3,000.00
Additional/Custom Training ❌ N/A N/A
30/60/90 Day Reviews Included Included Included
Assets Module
Citywide Asset Collector ✔️ $900.00 $2,000.00
Asset Profiles - Condition, Risk, Lifecycle T

N/A N/A
Condition Calculator Configured T

N/A N/A
Financial Balancing ❌ N/A N/A
Image File Upload (PubWorks Assets) ✔️ $3,600.00 N/A
Maintenance Module
Citywide Customer Portal ✔️ $1,800.00 $10,000.00
Staff Request Portal (Internal) ❌ N/A N/A
Customized Address Search ❌ N/A N/A
PubWorks History Import – Bulk Files &
Attachments, SR & WO (Standalone Table)
✔️ $5,400.00 N/A
Additional Database (Sandbox) ❌ N/A N/A
Totals $15,300.00 $15,500.00
General Terms and Conditions
● Consulting rates are as follows:
13 ▪ $1,800 / day or $225.00 / hour – a day includes 8 hours of services. ▪ Requests for additional consulting services may be made via e-mail or a purchase order from an authorized representative of the Client. This will serve as authorization to perform and invoice the service.
▪ Consulting rates are valid for the term of this agreement only. ● During the provision of the implementation services and for 1 year afterward, customers shall not hire PSD employees or subcontractors involved in the delivery of the services ● PSD Citywide (US)Inc. warrants that the professional services shall be performed by its employees or subcontractors in a manner conforming to generally accepted industry standards and practices. No other warranties, expressed or implied, are made with respect to the services or goods to be supplied by PSD Citywide (US) Inc. hereunder, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. ● The liability of either party to the other or to any third party for any claim of any kind arising out of this Purchase Agreement is limited to monetary damages, and the aggregate amount of such liability for all claims of any kind relating to any product or service is limited to the fees paid to PSD Citywide (US) Inc. under this Agreement for the product or service which gave rise to the claim. Under no circumstances shall PSD Citywide (US) Inc. be liable to customer or any third party for indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, even if PSD Citywide (US) Inc. has been advised of the possibility of such damages.

Terms of Payment
● Implementation Professional Services will be invoiced in 8 equal monthly amounts beginning after the kick-off meeting. The final invoice will be issued upon project sign-off. ● Software Licenses will be invoiced 30 days following the execution of this agreement by both parties.
● Annual Version Protection & Maintenance will be invoiced 90 days following the kick-off meeting of this project. Subsequent year’s maintenance will be invoiced annually from that date. Annual Version Protection & Maintenance will be limited to a maximum annual escalation of 5%. ● All amounts quoted are in USD dollars and will be invoiced as such. The Client shall be responsible for paying any applicable taxes.
● PSD expenses including mileage, accommodation, meals, and ground transportation are extra where applicable and will be billed at cost.
● Taxes are extra where applicable. Consulting rates are valid for the term of this agreement only. ● The Client shall pay invoices within 30 days of receipt of the invoice. Any amounts unpaid after the due date shall be subject to a late charge of 2% per month. ● The Client shall direct all PO information or invoice inquiries to [email protected]. 14 Additional Considerations
This document has been prepared specifically for the Client. This proposal and all its associated pricing shall remain valid for 60 calendar days from the date of issue.

Ownership and Confidentiality
All Client data stored within the Citywide applications remains the legal ownership of the Client and can be extracted and used without restriction. PSD shall treat as confidential all information obtained by PSD for and from the Client as well as all information compiled by PSD under this Agreement for the Client, including without limitation: business and marketing information, technical data, programs, source codes and other software, plans and projections.

Security
PSD performs regular security audits of our systems to ensure current updates and patches are applied on all hardware, along with updated antivirus software. All users are forced to use secure passwords which are stored on the server only in encrypted format. Nightly backups are done offsite. The PSD Firewall is configured to only allow traffic to enter the network for required services such as our web server.

CivicPlus Integration
PSD Citywide would require the City of Azusa to purchase and provide any required developer package from CivicPlus for necessary integration. Upon receipt of the package and transfer to PSD Citywide, the City of Azusa would need to provide timely answers to PSD’s questions related to the configuration of workflow, participate in testing integration and provide timely feedback.

PSD Citywide will perform the necessary cloudbased CivicPlus integration using the Workato IPaaS platform. PSDCitywide will have sole access to the Workato platform for security and hosting.

Should the City require transfer of the integration API’s, it would need to purchase its own Workato License.

DigAlert Integration
PSD Citywide will integrate with DigAlert through the use of a webhook/API. PSD will be responsible for developing, testing, and deploying the integration with DigAlert, enabling automatic generation of work orders within the Citywide platform and mobile application upon receipt of a DigAlert request. The City will be responsible for authorizing DigAlert to release the necessary integration token, responding promptly to configuration-related inquiries, and conducting testing of the delivered integration with timely feedback to ensure successful implementation. 15 Authorization
This contract shall be deemed to have come into force when executed by representatives authorized to bind the respective corporations: Client and PSD Citywide (US) Inc.

Terms and Assumptions Accepted Between:

City of Azusa
213 E Foothill Blvd,
Azusa, CA 91702
PSD Citywide (US) Inc.
400 Continental Blvd.

El Segundo, California, 90245
16 Appendix A – Assets Definitions
Asset Collector: Activation of and training on the mobile app to allow the client to collect point data in the field as well as to update key asset information like attributes and condition.

Finance Integration: Ability to interface with other client systems (i.e. Great Plains) by providing the functionality to export transactions from Citywide into standard formats (e.g., csv, xlsx) and data fields.

Citywide API: Application Programming Interface in the form of a web service allows the ability to interface Citywide with other software systems to import or extract data elements. Setup and documentation provided, client responsible for programming and automating.

Legacy Data Import (Files/Attachments): Ability to import standard format files/attachments (ex. pdf, doc) related to assets from other client systems into Citywide specifically adhering to the Citywide data model and workflow.

Single Sign-On (SSO): Ability to authenticate using the client’s identity provider and protocol to automatically log users into Citywide web and mobile.

Citywide GIS Viewer: Allows users to visualize and join spatial information to various Citywide modules (ex. Assets, Permitting, Maintenance Manager, etc.) to aid in decision making processes.

Citywide GIS/Client GIS Integration: Ability to read from the client’s enterprise GIS system (i.e. hosted web map/feature services) and display spatial data within the Citywide GIS Viewer.

Post-Implementation 30-60-90 Day Reviews: A personalized support service designed to keep Citywide running smoothly. Benefit from scheduled 30, 60, and 90-day check-ins where our experts conduct comprehensive database reviews and provide tailored recommendations, ensuring your continued success with the system. Involves 3 pre-scheduled 1-hour client meetings at 30, 60, 90 days.

Implementation & Configuration (Data Import): Client must provide data in an excel file.

PSD will review the available information in the client’s asset listing and suggest classifications based on available data. Some concessions may need to be made to account for client reporting requirements. For example, if PSD suggests an industry standard classification listing but the client has been financially reporting otherwise, they may require additional asset classifications as well.

When the asset listing has been confirmed, PSD will move the initial dataset into the software via the Upload Centre. Additionally, PSD will perform a Quality Assurance check on the data to ensure all the attributes, assets and asset information from the spreadsheet has been moved into the system without anything missing, incorrect or duplicated data. 17 Financial Balancing: Once the client asset listing is uploaded, PSD Citywide will provide the client with an export that includes a side-by-side comparison of their previously reported financial numbers (closing balances) and the amortization numbers Citywide is generating from the amortization schedule. This list will include:

Citywide Asset ID Closing NBV - Citywide
Any client financial ID Closing NBV - Client
Asset Name Amortization Expense – Citywide
Asset Category Amortization Expense - Client
Asset Segment Notes on what may be causing issues
In-Service Date Columns identifying differences in numbers and potential forecasted changes (i.e.:
changes in EUL or In-Service date that would
help the asset balance, number of months the
asset is off by amortization)
Estimated Useful Life
Closing Accumulated Amortization – Citywide
Closing Accumulated Amortization – Client
Closing Cost - Citywide
Closing Cost - Client
PSD Citywide will not be responsible for:
● In-depth review asset-by-asset with the client or the auditor to resolve balancing differences.
● Matching financial adjustments provided by the client that do not align to assets. ● Once the client has completed their review, PSD Citywide will update any in-service dates, EUL’s, additions, disposals, etc. so that the listing balances to the best of our ability.

Overrides may be used, with client approval within certain situations (i.e.: penny-balancing or an auditor-approved historical issue). PSD will provide a list of all overrides to the client for approval.
18 Appendix B - Maintenance Definitions
Pre-Implementation Needs Analysis: Involves assessing the specific detailed client requirements and constraints to ensure goals and project activities are focused on the clearly defined objectives of the project.

Customers & Properties (Upload existing data):

Involves the import of customers & properties data from 3rd party system Activity Based Work Orders: Involves the ability to create work orders without connecting them to Assets. This allows you to record key details such as where, when, what and who completed work.

Asset Based Work Orders: Takes the WO functionality to the next level, where in addition to Activity based functionality, you will also be able to track a detailed history of activity per asset, operational Costs per Asset. You can also utilize Operational activity costs or occurrences as risk calculation factors. Preventative or Scheduled Maintenance Work Orders also fall under the Asset Based Work Orders category.

Inspection Work Orders: Involves the ability to identify and record custom pass/fail inspection criteria which will result in an inspection result of pass or fail.

Process Checklists: Involves the ability to create custom checklists and procedures associated to Work Orders & Inspections and can be made optional or mandatory before completion of the work order.

Workflow Notifications: This will involve the configuration of custom notification rules, based on specific workflow notification requirements, to ensure email notifications are going to the right person at the right time, in response to custom date or status triggers.

Sandbox for Training & Testing: A sandbox database will be available for the duration of the project for configuration testing and training. Configuration transfer will take place to move final signed off configuration for the Sandbox to the Production environment ahead of client go live Training Only: When the "Training Only" option is selected, the functionality is available for client use but is not included in the implementation or support of the project. Training will be provided in a demo database to enable the client to use this functionality independently in the future, but it will not be customized to the client’s specific environment. 19 Finance Integration: Ability to interface with other client systems (i.e. Great Plains) by providing the functionality to export transactions from Citywide into standard formats (e.g., csv, xlsx) and data fields.

Citywide API: Application Programming Interface in the form of a web service allows the ability to interface Citywide with other software systems to import or extract data elements. Setup and documentation provided, client responsible for programming and automating.

Citywide Customer Portal: Ability for applicants to create an account with the client and submit applications electronically into Citywide for staff review and processing.

Citywide GIS Viewer: Allows users to visualize and join spatial information to various Citywide modules (ex. Assets, Permitting, Maintenance Manager, etc.) to aid in decision making processes.

Citywide GIS/Client GIS Integration: Ability to read from the client’s enterprise GIS system (i.e. hosted web map/feature services) and display spatial data within the Citywide GIS Viewer.

Asset Collector via Mobile App: For Maintenance implementation this add on is required if users will need the ability to download and interact with assets while in the field for such activity as adding an asset to a work order, creating a work order from an asset, or clicking on an asset linked to a work order to view further asset details.

Legacy Data Import (Files/Attachments): Ability to import standard format files/attachments (ex. pdf, doc) of completed applications, permits, or licenses from other client systems into Citywide specifically adhering to the Citywide data model and workflow.

Customer and Property Data Maintenance Service: A pre-paid service allowing the client to send data directly to PSD for processing and importing into Citywide following an agreed upon interval (ex. monthly, quarterly).

Single Sign-On (SSO): Ability to authenticate using the client’s identity provider and protocol to automatically log users into Citywide web and mobile.

Test Database (Sandbox): A secondary Citywide database (copy of production) that allows the client to test new features/functions and execute training programs within their organization.

Custom Address Search: Ability to use client data or service to geocode address searching within the Citywide GIS Viewer.

Post-Implementation 30-60-90 Day Reviews: A personalized support service designed to keep Citywide running smoothly. Benefit from scheduled 30, 60, and 90-day check-ins where our experts conduct comprehensive database reviews and provide tailored recommendations, ensuring your continued success with the system. Involves 3 pre-scheduled 1-hour client meetings at 30, 60, 90 days.
20 Appendix C – Master SaaS Agreement
This Master Software as a Service Agreement (“Saas”) Agreement (this “Agreement”), dated as of [DATE] (the “Effective Date”), is by and between PSD Citywide (US) Inc., a Delaware corporation with offices located at 400 Continental Blvd. El Segundo, California, 90245 (“PSD Citywide”), and City of Azusa, 213 E Foothill Blvd, Azusa, CA 91702 (“Customer”). PSD Citywide and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” WHEREAS, PSD Citywide provides access to the Services to its customers; and WHEREAS, Customer desires to access the Services, and PSD Citywide desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions:
a. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by PSD Citywide in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
c. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. d. “PSD Citywide IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, PSD Citywide IP includes Aggregated Statistics and any information, data, or other content derived from PSD Citywide’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. e. “Services” means the SaaS offering as described on a schedule to this Agreement, or on a separate purchase order, statement of work, or other document between the Customer and PSD Citywide. Such schedule, purchase order, statement of work, or document is referred to herein as a “Schedule”. In addition to ongoing SaaS services, 21 the Services may include implementation services to initiate and integrate the SaaS services for the Customer and consulting services. Additional Services may be added from time to time by the parties entering into additional Schedules that refer to this Agreement.

2. Access and Use:
a. Provision of Access. Subject to terms and conditions of this Agreement, PSD Citywide hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 24) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. PSD Citywide shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services subject to Section 6. The total number of Authorized Users will not exceed the number set forth on the applicable Schedule, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Documentation License. Subject to the terms and conditions contained in this Agreement, PSD Citywide hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 24) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
c. Use Restrictions. The Customer will not: (a) reproduce, sell, rent, assign, lease, sublicense, distribute, pledge, serve third parties, market or commercially exploit, in any way, except as provided in this Agreement the Services or any component thereof; (b) use the Services to process data for other parties or for any purpose or function whatsoever other than for its own internal use; (c) use the Services except as authorized herein; (d) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear during use of any Services; (e) reverse engineer, decompile, disassemble or create derivative works from the Service or any software that is part of the Service; or (f) use the Services for activities that are illegal or unethical. d. Reservation of Rights. PSD Citywide reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the PSD Citywide IP. e. Suspension. Notwithstanding anything to the contrary in this Agreement, PSD Citywide may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) PSD Citywide reasonably determines that (A) there is a threat to or attack on any of the PSD Citywide IP; (B) Customer’s or any Authorized User’s use of 22 the PSD Citywide IP disrupts or poses a security risk to the PSD Citywide IP or to any other customer or vendor of PSD Citywide; (C) Customer, or any Authorized User, is using the PSD Citywide IP for fraudulent or illegal activities, or activities outside of Customer’s ordinary course of business; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) PSD Citywide’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of PSD Citywide has suspended or terminated PSD Citywide’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). PSD Citywide shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. PSD Citywide shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. PSD Citywide will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
f. Aggregated Statistics. PSD Citywide may monitor Customer’s use of the Services and collect and compile Aggregated Statistics based on Customer Data input into the Services and other sources. As between PSD Citywide and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by PSD Citywide. Customer agrees that PSD Citywide may use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

3. Service Levels and Support:
a. Service Levels. Subject to the terms and conditions of this Agreement, PSD Citywide will provide support (“Support”) for the Services as described on the PSD Citywide Support Schedule, attached hereto as Schedule A.
b. Support. The access rights granted hereunder entitle Customer to the Support described on Schedule A for the Term.

4. Fees:
a. Fees. Customer shall pay PSD Citywide the fees (“Fees”) as set forth in the applicable Schedule without offset or deduction. Pricing contained in a Schedule may be based on certain assumptions and exclusions. PSD Citywide may treat any additional work required as a change request from the Customer, provided that the customer agrees in writing and in advance to such changes. Customer shall make all payments hereunder in US dollars on or 23 before the due date set forth in the applicable Schedule. Recurring monthly fees are payable in advance. Other fees are payable in arrears within 30 days of the date of invoice. If Customer fails to make any payment when due, without limiting PSD Citywide’s other rights and remedies: (i) PSD Citywide may charge interest on the past due amount at the rate of 2% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse PSD Citywide for all costs incurred by PSD Citywide in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, PSD Citywide may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. Any payments, or any deposits paid for any Services, are not refundable absent default by PSD Citywide. b. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on PSD Citywide’s income.

5. Term: This Agreement will commence upon execution. This Agreement is effective until terminated.

The term (“Term”) of the various Services will begin on the date and be for the period contained in the applicable Schedule. The Term of each Schedule will automatically extend for the same period as the initial term. The Customer may terminate the applicable Schedule at the end of the then current Term by giving at least 60 days prior notice to PSD Citywide. PSD Citywide may terminate the applicable Schedule at the end of the then current Term by giving at least 6 months prior written notice.

PSD Citywide may terminate this Agreement and all applicable Schedules or suspend the provision of Services, if not cured within 15 days following receipt of notice of default, upon the occurrence of any of the following events: (a) Customer fails to comply with any provision of this Agreement, uses the Services beyond the scope described herein, or fails to pay when due; (b) Customer attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of PSD Citywide; or (c) Customer files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Customer, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by Customer of any act or proceeding for the winding up of its business. In addition to termination, all fees for the balance of the then current Term will become immediately payable, reflecting that PSD Citywide’s cost of supplying the Services have been spread out over the Term.

6. Security: Logon ID’s, passwords or other authentication are required to access the Services. It is the Customer’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and not share them with others.

The Customer is responsible for all activity carried on under its account.

In the event of any suspected unauthorized use of the Services, or any suspected breach of security, including loss, theft, or unauthorized disclosure of password information, the Customer 24 will notify PSD Citywide immediately. In the event of a breach of security, the Customer will remain liable for any unauthorized use of the online Services until it notifies PSD Citywide of such breach. Where PSD Citywide discovers or has reason to expect that a privacy breach/incident, or any other breach of security has occurred, PSD Citywide will document and contain the breach and notify the affected client(s) in writing as promptly as possible.

7. Intellectual Property Ownership; Feedback.
a. PSD Citywide IP. Customer acknowledges that, as between Customer and PSD Citywide, PSD Citywide owns all right, title, and interest, including all intellectual property rights, in and to the PSD Citywide IP.
b. Customer Data. PSD Citywide acknowledges that, as between PSD Citywide and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to PSD Citywide a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for PSD Citywide to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Upon termination of the Services, the Customer will have 90 days to obtain its Customer Data as may be stored by PSD Citywide subject to the provision of Service, after which PSD Citywide will delete it. Notwithstanding the forgoing, PSD Citywide may retain a copy of Customer Data subject to its record retention policies.
c. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to PSD Citywide by mail, email, telephone, or otherwise, suggesting or recommending changes to the PSD Citywide IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), PSD Citywide is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to PSD Citywide on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and PSD Citywide is free to use without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although PSD Citywide is not required to use any Feedback.

8. Updates: The online SaaS Services will be updated by PSD Citywide from time to time in its sole discretion at no additional cost to the extent it provides such updates to its customers generally, provided that the Services are not materially downgraded by doing so. Additional features may be made available from time to time for an additional cost.

9. Customer Responsibility: Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided or enabled by Customer, directly or indirectly, 25 whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users or any third party that gains access to the Services or Documentation through Customer or an Authorized User, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

10. Service Levels: PSD Citywide will use commercially reasonable efforts to keep online Services operational on a continuous basis, subject to reasonable maintenance requirements and matters beyond PSD Citywide’s reasonable control.

If PSD Citywide, in its sole discretion, deems the Customer to be adversely affecting online Service performance, then PSD Citywide may suspend the online Services to the Customer until the problem is rectified.

11. Limited Warranty and Warranty Disclaimer.
a. PSD Citywide warrants that the Services will conform in all material respects to the service levels set forth in Schedule B when accessed and used in accordance with the Documentation. PSD Citywide does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Exhibit B. The remedies set forth in Schedule A are Customer’s sole remedies and PSD Citywide’s sole liability under the limited warranty set forth in this Section 11(a).
b. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(a),THE PSD CITYWIDE IP IS PROVIDED “AS IS” AND PSD CITYWIDE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PSD CITYWIDE SPECIFICALLY

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(a), PSD CITYWIDE MAKES NO WARRANTY OF ANY KIND THAT

THE PSD CITYWIDE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT

INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY

SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. Indemnification.
a. PSD Citywide Indemnification.
i. PSD Citywide shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) 26 (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s United States registered patents or copyrights, provided that Customer promptly notifies PSD Citywide in writing of such Third-Party Claim, cooperates with PSD Citywide, and allows PSD Citywide sole authority to control the defense and settlement of such Third-Party Claim.
ii. If a Third Party-Claim is made or appears possible, Customer agrees to permit PSD Citywide, at PSD Citywide’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make them non-infringing, or (B) obtain the right for Customer to continue use of the Services in accordance with this Agreement. If PSD Citywide determines that neither alternative is reasonably available, PSD Citywide may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and require Customer to immediately cease any use of the Services or any specified feature thereof. In the event that PSD terminates this agreement, a prorated refund of any prepaid annual support and maintenance fees will be issued to the client.
iii. This Section 12(a) will not apply to the extent that the alleged infringement arises from:
(A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by PSD Citywide or authorized by PSD Citywide in writing; (B) modifications to the Services not made by PSD Citywide; or (C) Customer Data. b. Customer Indemnification. Customer shall indemnify, hold harmless, and, at PSD Citywide’s option, defend PSD Citywide from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by PSD Citywide or authorized by PSD Citywide in writing; or (iv) modifications to the Services not made by PSD Citywide, provided that Customer may not settle any Third-Party Claim against PSD Citywide unless PSD Citywide consents to such settlement, and further provided that PSD Citywide will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
c. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PSD CITYWIDE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE PSD CITYWIDE IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PSD CITYWIDE’S LIABILITY UNDER THIS SECTION 12 EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO PSD CITYWIDE BY CUSTOMER.
27 13. Limitations of Liability. IN NO EVENT WILL PSD CITYWIDE BE LIABLE UNDER OR IN

CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,

INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH

CASE REGARDLESS OF WHETHER PSD CITYWIDE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PSD CITYWIDE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS

AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PSD CITYWIDE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT.

14. Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, product capabilities or lack thereof), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its discussions or business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential.

Confidential Information will not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed; and (e) any ideas, concepts, know-how, or techniques learned while providing the Services.

The parties will (i) not use Confidential Information for any purpose other than that contemplated by this Agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this Agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (iv) disclose Confidential Information only to its employees or subcontractors who require such 28 information in order to perform the party’s obligations with the other, and are under confidentiality obligations.

Notwithstanding the above, PSD Citywide may use, share, aggregate and monetize anonymized and aggregate data.

15. Privacy: The parties will treat any personal information in the possession of the other party that they may have access to under this Agreement as required under applicable privacy legislation and each party’s own privacy policy as it exists from time-to-time. Neither party will use or disclose such personal information in any way except pursuant to the other party’s instructions or to the extent necessary to perform this Agreement. PSD Citywide will use security measures adequate to the sensitivity of the personal information to protect personal information. If PSD Citywide subcontracts any part of its obligations hereunder it will obtain contractual obligations similar to this section from the subcontractor. See our privacy policy for more detail.

16. Non-Solicitation (Not Applicable in the State of California): During the Term and for a period of 12 months thereafter, the Customer will not (directly or indirectly) recruit, hire as an independent contractor, or offer employment to any individual that is then, or has been within the previous 12 months, an employee of PSD Citywide. If the Customer breaches this section, the Customer shall pay to PSD Citywide as liquidated damages and not as a penalty (the customer acknowledging that the cost and time to PSD Citywide to train and bring a new employee to an efficient level can be significant) an amount equal to the employee's base annual salary as at the date of termination of employment with PSD Citywide.

17. Prior Agreement: This Agreement and all applicable Schedules contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties.

18. Survival: The provisions of this Agreement pertaining to Confidential Information, privacy, and non-solicitation will survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.

19. Force Majeure: In no event shall PSD Citywide be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond PSD Citywide’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 29 20. Notice: All required notices, or notices which may be provided in accordance with this Agreement, will be in writing and will be duly provided for if the notice is remitted to its addressee by courier, mail, or e-mail (provided that notices sent by e-mail are only effective if the recipient confirms receipt by reply email), if to PSD Citywide to the address at the bottom hereof, and if to the Customer to the address set out on the applicable Schedule, or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section. Every notice delivered in the manner provided for herein will be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day following the date of mailing, if sent by mail.

21. Amendment and Modification; Waiver. No amendment to or modification of this Agreement, except as otherwise provided herein, is effective unless it is in writing and signed by an authorized representative of each Party. Nothing in a Schedule may amend this Agreement unless the Schedule explicitly states that the Schedule is amending this Agreement, refers to the section being amended and is signed by both parties. Any specifications, work requests, statements of work, budgets or other documents that are signed by the parties or explicitly incorporated by reference within other signed documents from time to time form part of this Agreement and the applicable Schedule under which they are prepared. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

22. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

23. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Califorina, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

24. Assignment. PSD Citywide may assign this Agreement at any time in its sole discretion.

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case 30 whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of PSD Citywide. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

25. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

26. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

27. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. [Signature Page Follows]
31 Initial Term of Agreement: 12 Months
IN WITNESS WHEREOF this Agreement has been entered into by the parties hereto as of the ______ day of __________, 2026.

PSD Citywide (US) Inc.

By: _______________________________
Name: Matthew Dawe
Title: CEO
City of Azusa
By: _______________________________
Name:

Title:
32 Schedule A
Support Schedule
This schedule sets out support levels provided by PSD Citywide for its SaaS products. This schedule is subject to the terms of the SaaS Agreement to which it is attached.

PSD Citywide supports its SaaS products in a number of ways, including in product help, and support web pages.

If the Customer must contact PSD Citywide for support, PSD Citywide will do so based on the metrics below.
33 Error Classification /
Description for reporting
to VENDOR
Description & Target Action(s) & Target Response
Times from VENDOR

CRITICAL
System cannot run.

A time critical user job is stopped
and affecting a significant
number of users.

Response Time:

Within 4 hours from the time PSD Citywide is
notified of the Error (for Critical Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is made by PSD Citywide to resolve the
Error within 1 working day

HIGH PRIORITY
An important operational
user job is stopped.

A time critical user job is at
risk of stopping or
malfunctioning; an important
function of the System is
malfunctioning.

Response Time:

Within 8 hours from the time PSD Citywide is
notified of the Error (for High Priority Errors first
occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve
the Error within 2 working days.

MEDIUM
A non-urgent job is not
executable.

System malfunction has
infrequent or minor user
impact.

Response Time:

Within 2 working days from the time PSD Citywide
is notified of the Error (for Medium Priority Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve
the Error within 3 working days
LOW
The Error has no current
impact on any end user.

There is a locally identified
cure or workaround
available.

Response Time:

Within 3 – 5 working days from the time PSD
Citywide is notified of the Error (for Low Priority
Errors first occurring during business hours 8:00AM to
8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve
the Error on a best effort basis.

VENDOR'S RESPONSIBILITIES
The Vendor shall:

Provide Support to the client for the System as defined within the Error Priority and Response Chart and correct and resolve any Errors;
Ensure on a best effort basis that the System, and each part or component thereof, will operate and function without Error following the introduction of all Updates provided by the Vendor;
Ensure on a best effort basis that the System will operate and function without Error on any updates, repairs, replacements or fixes including, without limitation, software patches or bug fixes;
Ensure on a best effort basis that the System will operate and function without Error on new releases of any Vendor supplied proprietary tools and components in, or used for, the System and shall provide the Customer with reasonable prior written notice of any planned changes or modifications to all such tools and components;

CUSTOMER RESPONSIBILITIES
The Customer shall:

Provide all necessary information and assistance requested by Vendor to understand and describe an Error in order to allow the Vendor to carry out its duties.

Make all requests for support through the PSD Citywide support portal. Customer shall provide a detailed description of the issue, steps to replicate the problem and other assistance as requested by the Vendor.

The Customer shall advise the Vendor of any changes to their business requirements that may necessitate a review or modification of the Vendor’s services.

The Customer will notify Vendor of any planned, scheduled outages or changes to their environment by notifying Vendor at least 14 business days in advance. Customer is responsible for providing all relevant details of changes within the notification and also perform their own integration testing.

Schedule A
Support Schedule
34 This schedule sets out support levels provided by PSD Citywide for its SaaS products. This schedule is subject to the terms of the SaaS Agreement to which it is attached.

PSD Citywide supports its SaaS products in a number of ways, including in product help, and support web pages.

If the Customer must contact PSD Citywide for support, PSD Citywide will do so based on the metrics below.
35 Error Classification /
Description for reporting to
VENDOR
Description & Target Action(s) & Target Response Times
from VENDOR

CRITICAL
System cannot run.

A time critical user job is stopped and
affecting a significant number of
users.

Response Time:

Within 4 hours from the time PSD Citywide is notified of the Error (for Critical Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is made by PSD Citywide to resolve the Error within 1 working day

HIGH PRIORITY
An important operational user
job is stopped.

A time critical user job is at risk
of stopping or malfunctioning;
an important function of the
System is malfunctioning.

Response Time:

Within 8 hours from the time PSD Citywide is notified of the Error (for High Priority Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve the Error within 2 working days.

MEDIUM
A non-urgent job is not
executable.

System malfunction has
infrequent or minor user impact.

Response Time:

Within 2 working days from the time PSD Citywide is
notified of the Error (for Medium Priority Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve the Error within 3 working days
LOW
The Error has no current impact
on any end user.

There is a locally identified cure
or workaround available.

Response Time:

Within 3 – 5 working days from the time PSD Citywide is notified of the Error (for Low Priority Errors first occurring during business hours 8:00AM to 8:00PM EST)
Target Resolution Time:

Every attempt is to be made by PSD Citywide to resolve the Error on a best effort basis.

VENDOR'S RESPONSIBILITIES
The Vendor shall:

Provide Support to the client for the System as defined within the Error Priority and Response Chart and correct and resolve any Errors;
Ensure on a best effort basis that the System, and each part or component thereof, will operate and function without Error following the introduction of all Updates provided by the Vendor;
Ensure on a best effort basis that the System will operate and function without Error on any updates, repairs, replacements or fixes including, without limitation, software patches or bug fixes;
Ensure on a best effort basis that the System will operate and function without Error on new releases of any Vendor supplied proprietary tools and components in, or used for, the System and shall provide the Customer with reasonable prior written notice of any planned changes or modifications to all such tools and components;

CUSTOMER RESPONSIBILITIES
The Customer shall:

Provide all necessary information and assistance requested by Vendor to understand and describe an Error in order to allow the Vendor to carry out its duties.

Make all requests for support through the PSD Citywide support portal. Customer shall provide a detailed description of the issue, steps to replicate the problem and other assistance as requested by the Vendor.

The Customer shall advise the Vendor of any changes to their business requirements that may necessitate a review or modification of the Vendor’s services.

The Customer will notify Vendor of any planned, scheduled outages or changes to their environment by notifying Vendor at least 14 business days in advance. Customer is responsible for providing all relevant details of changes within the notification and also perform their own integration testing.
36