Banning City Council
April 14, 2026

RESOLUTION 2026-65

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING A NEW TRAVEL & MEETING POLICY NO.

E-4
WHEREAS, the City must establish and maintain policies and procedures to set standards for internal controls and guidelines to carry out related procedures; and WHEREAS, On August 28, 2001 the City Council approved the Travel & Meeting Policy E-1, and Mileage Reimbursement Policy E-2; and
WHEREAS, On June 27, 2017 Purchasing Policy was adopted and approved by City Council which included a section travel section, superseding Policies E-1 and E-2; and
WHEREAS, On December 10, 2019 the City Council approved the Travel & Meeting Policy E-3; and
WHEREAS, the City now desires to adopt a resolution approving a new Travel & Meeting Policy that complies with AB 1234 and the provisions of the Government Code related to reimbursement for reasonable, actual, and necessary expenses of elected and appointed official.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The Banning City Council adopts Resolution 2026-65 approving a new Travel & Meeting Policy E-4.

SECTION 2. The City Clerk shall certify the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14th day of April, 2026.

Richard Royce, Mayor
City of Banning
ATTEST:

Sandra Calderon, Deputy City Clerk
1421
Resolution 2026-65

City of Banning
APPROVED AS TO FORM:

John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney, LLP
1422
Resolution 2026-65

CERTIFICATION:

I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-65, was duly adopted by the City Council of the City of Banning, California at a regular meeting thereof held on the 14th day of April, 2026, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN
Sandra Calderon, Deputy City Clerk
City of Banning, California
1423

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Holly Stuart, Public Works Program Manager Arturo Vela, Director of Public Works
MEETING DATE: April 14, 2026
SUBJECT: Consideration of Resolution 2026-62 Approving a Software-as-a-Service (SaaS) Master Services Agreement (MSA) with Routeware, Inc. for Compliance Tracking in the amount of $89,992
RECOMMENDATION:

Adopt Resolution 2026-62
BACKGROUND:

The City has contracted with Routeware, Inc., formally known as Citizen Communications LLC. since 2020. The initial implementation included the custom program design and collection of solid waste account data. Most recently, on April 11, 2023, City Council approved Resolution 2023-64, authorizing the procurement of Recyclist Program Tracker for a three (3) year term beginning May 1, 2023 and expiring on April 30, 2026 in the amount of $73,017.

Following this approval, on May 27, 2025, the City Council approved Resolution 2025-66, consolidating Software as a Service product utilized citywide. To support Government Accounting Standards Board reporting requirements related to software agreements, the Purchasing Division determined that all SaaS maintenance agreements must be approved annually and paid via purchase order. At the time this resolution was approved, a provisional allocation of $24,686.00 with a 5% contingency of $25,920.30 was designated for the Recyclist Program Tracker.

The Recyclist Program Tracker software provides significant benefits to the Refuse Division by centralizing compliance data, improving recordkeeping, and streamlining reporting. This allows staff to efficiently track program activities and meet regulatory requirements. This amount is expected to increase annually due to a 4% cost escalation. To help minimize costs and limit future rate increases to a 4% escalation, staff recommends establishing a new contract for a three-year subscription term with six (6) data imports through April 2029 as summarized below:

Three Year Cost Summary for Routeware, Inc. (Recyclist Program Tracker) Annual Subscription Cost of @ 4% Increase Per Year
Year 1 (May 1, 2026 - April 30, 2027)
Six prepaid data imports at $1,039.96 each (total $6,239.76).

Annual Program Tracker subscription: $22,589.04.

Total Year 1 Cost: $28,828.80
1424
Year 2 (May 1, 2027 - April 30, 2028)
Six prepaid data imports at $1,081.56 each (total $6,489.36).

Annual Program Tracker subscription: $23,492.63.

Total Year 2 Cost: $29,981.99
Year 3 (May 1, 2028 - April 30, 2029)
Six prepaid data imports at $1,124.80 each (total $6,748.80).

Annual Program Tracker subscription: $24,432.34.

Total Year 3 Cost: $31,181.14
Total for Three Year Term: $89,991.93
JUSTIFICATION:

While other waste consultants and database management systems may offer tools for recordkeeping and reporting on similar subject matter, Recyclist is considered a sole-source provider, with no known competitors offering the same comprehensive services, features, and functionality as its Program Tracker. The City has already invested resources in implementing this platform, resulting in an established and fully operational system currently utilized by staff.

Under SB 1383, CalRecycle is authorized to enforce jurisdiction compliance and may impose administrative civil penalties pursuant to Title 14, California Code of Regulations, § 18997.3, ranging from $500 to $10,000 per violation per day, with a statutory maximum of $10,000 per day under Public Resources Code § 42652.5. Recyclist helps ensure that the City remains in compliance with state regulations related to solid waste management.

Accordingly, this action seeks approval to establish a Master Services Agreement (MSA) with Routeware, Inc. for an additional three (3) years. The platform provides the reporting and recordkeeping tools needed to meet solid waste requirements including SB 1383 regulations, enabling staff to efficiently store, track and manage compliance data in a centralized system and ensure timely reporting to CalRecycle within the 10-day mandated reporting timeframe.

FISCAL IMPACT:

The 3-year agreement with Routeware, Inc. in the amount of $89,992 will be funded by the operational budget of the Refuse Fund, Account 001-9600-453.30-17 (Contract Svc-Rep/Maint/ Repair/MaintSoftware). An appropriation in the amount of $89,992 from the Refuse Fund is required.

ATTACHMENTS:

1. Reso 2026-62_3.31.26.docx

2. 2026.01.01 Recyclist - Sole Source Letter (1).pdf

3. Q-17667 - 00006710 - City of Banning - Renewal 2026.pdf

4. CC Resolution No. 2025-066.pdf
1425
Resolution 2026-62

RESOLUTION 2026-62

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, AWARDING AN AGREEMENT WITH ROUTEWARE, LLC., FOR SOLID WASTE COMPLIANCE TRACKING IN THE AMOUNT OF $89,992 FOR A THREE-YEAR TERM WHEREAS, in February of 2020, the City first contracted with Routeware, Inc. (Formerly known as Citizen Communications, LLC to provide software solutions for solid waste compliance tracking and reporting; and
WHEREAS, on April 11, 2023, the City Council adopted Resolution No. 2023-64 approving a three (3) year agreement for the Recyclist Program Tracker software, which expires on April 30, 2026; and
WHEREAS, on May 27, 2025, the City Council adopted Resolution No. 2025-66 consolidating Software-as-a-Service (SaaS) agreements and establishing requirements for annual approval and funding of such agreements; and WHEREAS, the Recyclist Program Tracker software provides essential services by centralizing compliance data, improving recordkeeping, and streamlining reporting required for State solid waste regulations, including Senate Bill 1383 (SB 1383); and WHEREAS, CalRecycle is authorized to impose administrative civil penalties for noncompliance with SB 1383 regulations, and the use of the Recyclist Program Tracker assists the City in maintaining compliance and avoiding such penalties; and WHEREAS, Routeware, Inc. is considered a sole-source provider with no known competitors offering the same level of comprehensive services and functionality required by the City; and
WHEREAS, under approval of this resolution the City is entering into a new three (3) year Master Services Agreement with Routeware, Inc. for continued use of the Recyclist Program Tracker software, including six (6) annual data imports, for the period of May 1, 2026 through April 30, 2029, in the total amount of $89,992; and WHEREAS, funding for this agreement will be provided through the Refuse Fund, Account No. 001-9600-453.30-17 (Contract Services – Repair/Maintenance – Software), and requires an appropriation of $89,992.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council hereby adopts Resolution 2026-62 awarding an Agreement with Routeware, Inc. for Recyclist Program Tracker software services for a three (3) year term beginning May 1, 2026 and ending April 30, 2029, in an amount not to exceed $89,992.
1426
Resolution 2026-62

SECTION 2. The City Council hereby authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.

SECTION 3. The City Manager, or designee, is hereby authorized to execute the agreement and any necessary documents and to administer the agreement on behalf of the City.

SECTION 4. The City Clerk shall certify the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14th day of April 2026.

Richard Royce, Mayor
City of Banning
ATTEST:

Sandra Calderon, Deputy City Clerk
City of Banning
APPROVED AS TO FORM:

John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
1427
Resolution 2026-62

CERTIFICATION:

I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-62, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 14th day of April 2026 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sandra Calderon, Deputy City Clerk
City of Banning, California
1428
7719 Wood Hollow Drive
Suite 150
Austin, TX 78731
(512) 298-5107 | Corporate Offices
(877) 906-8550 | Toll Free
www.routeware.com

As of: January 1, 2026
ROUTEWARE’S RECYCLIST PRODUCTS SOLE SOURCE VENDOR STATEMENT Citizen Communications, LLC dba Recyclist, was acquired by Routeware, Inc. in April of 2023 and as such, assumed the rights for all Recyclist Software and Services upon such acquisition.

This confirms that Routeware, Inc. is the sole distributor and implementer of the Recyclist Program Tracker product.

Overview
Routeware is the sole service provider of the Program Tracker, a cloud-based compliance and outreach platform designed specifically for the municipal solid waste industry. Recyclist’s niche in the California recycling industry allows specialized attention to local municipal needs. The staff’s unique expertise in both the software and waste industries make Recyclist the leading expert on municipal waste recordkeeping and reporting in California.

Customers purchase an annual subscription to the Program Tracker as a software as a service, maintaining full ownership of their data. All standard features, ongoing support, and software maintenance is included in the annual subscription fee. The Program Tracker’s base platform is immediately operational.

Customers are positioned with all the capabilities necessary to meet California’s SB 1383 jurisdictional recordkeeping and reporting requirements with this platform.

As a Program Tracker customer, you are provided a unique, secure login credential to access the software from a web browser or through the native mobile app. You can view a digestible breakdown of each commercial and multi-family generator’s hauler service levels, indications of alternative compliance methods, applicable waivers, outreach history and enforcement records. The mobile app is advantageous for fieldwork such as conducting site visits, right-sizing service levels and completing visual inspections for route reviews. You can view your program’s progress through a multitude of compliance reports accessible in the Program Tracker. You can also maintain, store and export your Implementation Record, at any time, to share with your collaborators or CalRecycle. The Program Tracker contains the Electronic Annual Information report that allows for quick and easy yearly reporting to CalRecycle.

Internal development of a comparable, robust recordkeeping and reporting product would take substantial investment to develop. In addition, it would result in ongoing financial costs for data sourcing, server space/hosting and system administration. While waste consultants and other database management systems are able to build spreadsheets and hosted solutions to keep records and report on the same topics, Recyclist has no known competitors in providing the full services, features and functionality of the Program Tracker.

Program Tracker Key Benefits
● Complete, comprehensive jurisdictional recordkeeping and reporting for SB 1383 meets all of CalRecycle’s jurisdiction recordkeeping and reporting requirements. ● Centralization and aggregation of data collected from multiple sources and/or systems for essential reporting purposes (e.g., edible food recovery information, waste hauler collection and billing data, enforcement records, etc.).
1429
7719 Wood Hollow Drive
Suite 150
Austin, TX 78731
(512) 298-5107 | Corporate Offices
(877) 906-8550 | Toll Free
www.routeware.com

● Functionality to immediately export reports and data in multiple file formats to share with CalRecycle, boards, councils and other entities.
● Real-time and historical trend compliance reports for AB 341, AB 1826 and SB 1383, including exemptions/waivers issued.
● Data aggregation for CalRecycle’s Electronic Annual Report questions pertaining to AB 341, AB 1826 and SB 1383 in a report modeled after CalRecycle’s LoGIC reporting platform. ● Generator records summarizing subscription to hauler-provided collection service, alternative compliance methods (e.g., self-haul, backhaul, shared services), and waivers and exemptions factored into compliance calculations.
● Identification and compliance tracker for Edible Food Generators to meet SB 1383’s edible food recovery program requirements.
● Ability to log and record visual inspections on mobile and tablet for Route Reviews and associated outreach or notices provided for Commercial, Multi-Family and Residential generators. ● Logging and tracking of direct and mass outreach activities including the ability to upload photos on web, mobile and tablet and easy viewing of all outreach done for Commercial and Multi-Family generators on their Generator record
● Scheduling and coordination of tasks to be completed in future with automated email reminders to users assigned tasks.
● Centralized recordkeeping for all records of paper and ROWP procurement. ● Ability to identify multi-tenant properties (i.e., shopping centers) and associated tenants as individual waste generators.
● Interactive generator maps based on GPS coordinates.
● Live reports on all data, in list and/or visual chart format, with ability to search, sort and filter, and to export data to Excel, PDF, or image file at any time. ● Cloud-based web access allows multiple users to access and update records in real time. ● Progressive web app and native mobile app for iOS and Android. ● Unlimited user accounts and a variety of permission levels included in base subscription cost.

Program Tracker Core Features:
● Electronic Annual Report (EAR): The EAR Information report is designed to reflect the tab and grid format of CalRecycle’s Local Government Information Center (LoGIC) system. The EAR Information report for the current year pulls from live data, so data entered into the Program Tracker over the course of the year will be reflected in real-time in this report. ● Implementation Record: The Program Tracker automatically populates approximately half of the SB 1383 records required for your Implementation Record based on selected preferences for recordkeeping settings and entry of programmatic data, such as outreach activities and collection services.
● Compliance Reports: You have access to a variety of historical and real-time compliance reports.

Historical compliance reports are based on snapshots of aggregated compliance data taken at the beginning of each day.
● Education and Outreach: Your Activity Form includes a substantial list of direct outreach actions including, but not limited to, phone calls, mailings, site visits, training, inspections and waiver verifications.
● Alternative Compliance: You can track generators’ diversion activities beyond service level data using alternative compliance statuses (e.g., self-haul, backhaul, third-party, on-site composting, shared service). You can also document verification of a generator’s alternative services and include supporting documentation.
● Waivers: You can issue, verify or revoke a SB 1383 Collection Waiver by using the Activity form.

The SB 1383 Waivers report contains a running list of all waiver activities that you have logged. 1430
7719 Wood Hollow Drive
Suite 150
Austin, TX 78731
(512) 298-5107 | Corporate Offices
(877) 906-8550 | Toll Free
www.routeware.com

● Edible Food Recovery: Your Edible Food Generators, Food Recovery Organization and Food Recovery Service information can all be housed in the Program Tracker’s Edible Food Recovery features.
● Procurement: Your Procurement feature is designed to assist you with keeping records of recycled content paper and recovered organic waste products. In addition to the types and amounts of material procured, you can document where it was procured from, where it was applied and attach your supporting documentation.
● Route Reviews: Your Program Tracker subscription includes access to the Route Review feature which your team can use in the field to track the contamination monitoring required by SB 1383 regulations. You can monitor the progress of your Route Review inspections in more detail through your Program Tracker’s Route Review Information report. ● Enforcement: You have access to log public complaints, document subsequent investigations, outcomes and results. Your Notice of Violation (NOV) feature allows you to keep track of NOVs issued and associate them with specific complaints or inspections as applicable. ● Generator Self-Reporting Tool (upon request): The standard generator self-reporting form included in the base subscription of the Program Tracker is a public-facing form that businesses and multi-family properties can use to (1) request and provide evidence for SB 1383 organics collection waivers, (2) report alternative methods of compliance with mandatory commercial recycling/organics such as self-hauling or backhauling and/or (3) report on edible food recovery and provide evidence of written agreements.

Program Tracker Services
● Your educational resources include an online knowledge base, concise how-to videos, and live video training for staff.
● Optional Customizations are available to meet local program needs ● Optional Add-On Features are available for an additional cost, including Limited Access, Estimate Creator Tool, Generator Self-Reporting Tool, Waiver Issuance Tool and/or Notice of Violation Issuance Tool and Waste Evaluation Fieldwork Tool
1431
E: [email protected] | P: (503) 906-8500 | Q-17667
Q-17667
City of Banning
1432
E: [email protected] | P: (503) 906-8500 | Q-17667
QUOTE NUMBER Q-17667
Ship To
Maribel Munoz
City of Banning
PO Box 998
Banning, California 92220
United States
[email protected]
Bill To
City of Banning
PO Box 998
Banning, California 92220
United States
Statement of Confidentiality & Non-Disclosure
Routeware acknowledges that City of Banning is a California general law city and is subject to the California Public Records Act (California Government Code section 7920.000 et seq.) (“CPRA”). Accordingly, Company agrees that this Agreement and any records, documents, writings, or other materials, whether in physical or electronic form, that are in City’s possession or control and relate to this Agreement may be subject to public disclosure under the CPRA.

Routeware retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing materials, and multi-media.

BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT.

Salesperson Phone Email
Routeware Customer Success
Team
[email protected]
Order Q-17667
Good Through: May 10 2026
Payment Terms:

Net 10
Term 36 Months
Routeware, Inc.
7719 Wood Hollow Dr.

Suite #150
Austin, TX 78731
1433
E: [email protected] | P: (503) 906-8500 | Q-17667
QUOTE NUMBER Q-17667

RECURRING SUBSCRIPTIONS

PRODUCT UNIT QTY UNIT PRICE EXTENDED
RST Data Import - Prepaid Annually 6 $1,039.96 $6,239.76 Program Tracker Annually 1 $22,589.07 $22,589.04
SUBSCRIPTIONS TOTAL (USD): $28,828.80
1434
Payment Terms -
The Software Fee Effective Service Date for this Order will be 2026-05-01.

Invoices for Recurring Subscriptions shall be issued annually in advance, with the initial invoice issued on the Effective Service Date and each subsequent invoice due on the corresponding date of each successive anniversary thereafter. The term of the Recurring Subscription(s) shall commence on the Effective Service Date.

Terms & Conditions Information
Order of Precedence; Conflicting Terms. Notwithstanding anything to the contrary in any other agreement, terms and conditions, or incorporated document, including without limitation the Routeware, Inc. Master Sales and License Agreement or any other standard terms, in the event of any conflict or inconsistency between the terms of this Quote and any such other document, the terms of this Quote shall govern and control.

This Order and all products and services herein are subject to and limited to the terms and conditions located at https:// www.routeware.com/Clients. Any purchase orders issued in response to this Order will be deemed acceptance of such terms. https://www.routeware.com/Clients/ Password: RWClient1! Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes.

This system requires a specific server to operate Routeware software, which may need to be purchased separately.

This system requires cellular connectivity for each vehicle which may need to be purchased separately.

If route sequencing by Routeware is a requirement, additional professional services fees may apply.

On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware.

Any lapse in support voids perpetual license.

Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.

Additional Terms -
"RST Data Import - Prepaid" allows six (6) data import per every twelve (12) months. A quote for any additional imports will be provided upon request.

Q-17667

Auto-Renewal; Extended Renewal Approval.

Notwithstanding anything to the contrary in this Agreement, the initial term of this Agreement shall automatically renew for up to three (3) consecutive renewal terms, each of the same duration as the initial term (each, a “Renewal Term”), unless either party provides written notice of non-renewal in accordance with this Agreement.

Any renewal beyond the third (3rd) Renewal Term, including any fourth (4th) or fifth (5th) Renewal Term, shall not occur automatically and shall be subject to (a) the mutual written agreement of the parties, and (b) approval by the City Council of the City of Banning, California. Absent such approvals, the Agreement shall expire at the conclusion of the third (3rd) Renewal Term. City understands if the Auto Renew provision is waived and there is no renewal or other Agreement in place at the end of the third (3rd) Renewal Term, the Services will terminate on the Recurring Subscriptions end date.

Non-Appropriation of Funds. Fiscal Funding Out.

In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Company of such occurrence in writing as soon as reasonably practicable after the City becomes aware of the non-appropriation, including documentation of defunding from the entity, and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated.

In the event of termination pursuant to this Section, Company shall be entitled to payment for all Services and Products provided up to the effective date of termination, and City shall have no further payment obligations beyond such amounts.

California Public Records Act Compliance.

Company acknowledges that Customer is a California general law city and is subject to the California Public Records Act (California Government Code section 7920.000 et seq.) (“CPRA”). Accordingly, Company agrees that this Agreement and any records, documents, writings, or other materials, whether in physical or electronic form, that are in Customer’s possession or control and relate to this Agreement may be subject to public disclosure under the CPRA.

Company further agrees to cooperate with Customer in responding to any requests for records under the CPRA, including by promptly providing requested documents in Company’s possession that may be deemed public records. Both parties agree to comply with all applicable requirements of the CPRA; provided, however, that Customer shall have sole authority to determine whether any record is subject to disclosure under the CPRA.

Governing Law; Venue.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

Any action or proceeding arising out of or relating to this Agreement, whether in state or federal court, mediation, or arbitration, shall be brought and conducted exclusively in Riverside County, California. The parties hereby consent to the jurisdiction and venue of such courts and forums and waive any objections thereto, including any claim of inconvenient forum.

Q-17667

IN WITNESS WHEREOF, the Parties to the Order Form has caused it to be executed by their authorized officers as the day and year of the signatories below.

City of Banning
Signature: \s1\ Date:\d1\
Name (Print): \n1\ Title:\t1\
Purchase Order Details:

Purchase Order number: /docusign fun/
Issuance of Purchase Order ("PO") in lieu of signature denotes acceptance of Order Form by Customer. Receipt of complete and accurate PO is required prior to Order execution.

Routeware, Inc, and Affiliates
Signature: \s4\ Date:\d4\
Name (Print): \n4\ Title:\t4\
Please sign and email to Routeware Customer Success Team at [email protected]

FOR INTERNAL USE ONLY
Reviewed By:
\s3\
Q-17667

RESOLUTION 2025- 66

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

APPROVING CITYWIDE SOFTWARE- AS- A-SERVICE ( SAAS) AGREEMENTS WHEREAS , the City of Banning uses multiple software as a service agreements ( SAAS) in departments throughout the City; and
WHEREAS , the SAAS are utilized necessary to the continued operations of the City ; and WHEREAS, the City Council has approved the use of certain SAAS agreements throughout the past year( s) and Staff would like to present an annual comprehensive SAAS list for City Council approval and greater transparency .

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows :

SECTION 1. The City Council approves the use of City- Wide SAAS listed in Exhibit " A" for a total cost of $ 2 ,064 ,272 .74 that includes a five percent escalator of $ 56 ,369. 16 of which 880 ,520. 33 was previously approved.

SECTION 2. The City Council authorizes the City Manager to make necessary non- substantive changes , and to execute said agreement( s).

SECTION 3. The City Council authorizes the City Manager, or designee , to make necessary budget adjustments , appropriations , and transfers related to this resolution .

SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions .

PASSED, APPROVED AND ADOPTED this 27th day of May , 2025.

ATTEST:

Caroline Patton , Admini
City of Banning
Resolution 2025- 66

City of Banning
1438
APPROVED AS TO FORM:

J torney
SI , urphy & Pinkney LLP
Resolut ion 2025- 66

1439
CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California , do hereby certify that the foregoing Resolution 2025- 66 , was duly adopted by the City Council of the City of Banning, California , at a regular meeting thereof held on the 27th day of May , 2025 by the following vote, to wit:

AYES: Barrington, Flynn, Miller, Royce, Wallace.

NOES:

ABSENT:

ABSTAIN :

Resolution 2025- 66

Caroline Patton , Admini
City of Banning, California
1440
Resolution 2025- 66

EXHIBIT A
Citywide Software- As- A-Service ( SAAS) Agreements
1441
FY26 CITYWIDE SOFTWARE
Annual Start Annual End Annual
Vendor Product Purpose Dept s/b Annual Cost Date Date Approval { Y/ N) Acom A om Tran f r data A - Finance 5,371.00 10/18/2025 10/18/ 2026 y between Navillne
AP/PR
Adobe Adobe Illustrator Graphic software for CS - Community 264.47 7/1/2025 6/30/2026 y events/flyers Center
Agents of Agents of Discovery Digital Education CS - Community 5,650.00 4/22/2026 4/22/ 2027 y Discovery Platform for Center
Community Services
ALLOATA ALLOATA Data for repair PW- Fleet 1,500.00 7/17/2025 7/16/2026 y Maintenance
Altair Altair Engineering, Inc. Data Analytics AS-Finance 23,165.00 7/1S/2025 7/14/2026 y Engineering, Inc.

ASPEN Inc. Advanced Systems Oneliner 100 and EU - El ric 5,243.00 6/15/2025 6/15/2026 y Power Flow 100 (1 Utilities
seat)
Bentley <; pidaCalc Prod Sub, SPIDA EU - Electric 4,580 .00 10/25/ 0 5 10/24/2026 y calcFull HWL Utilities
Bluebeam Inc R vu PDF markup and CD - Planning 7,980.00 1/9/2026 12/28/2026 y collaboration tool
that is used by
Canva Formerly Adobe Spark Graphic software for CS - Community 2,500.00 11 /2/2025 11/1 /2026 y events/flyers Cent r
CDW-G Adobe Profe5sional DC PDF Mana1ement I\S • Information 13,376 .00 1/1/202 12/ 31 /2026 y
Annual Renewal T chnology
CDW-G Barracuda Essentials Email security, email A - Information 20,918.02 / 1/2025 8/31/2026 y archiving, 0365, Technology
webfilter, Backup
Cl Solutions Cl Solutions PD ID Card Reader PD - Police Dept. 1,040 .00 7/1/2025 6/30/2026 y IServices
CivicPlus CivicEngage City Websit AS - Information 25,453.27 7/1/2025 6/30/2026 y Technology
C1vicPlus CivicREC R creation I CS - Community 4,500.00 9/29/ 2025 9/28/2026 y Management Center
Cleverbridge Konnect 0-365 integration AS - Information 3,059.45 11/1 /2025 10/31/2026 y software Technology
ComDirect Inc . ComDirect Inc . Mite! Support PD - Police Dept. 6,880 .00 7/1/2025 6/30/2026 y Cummins lnsite Cummins lnsit Engine Diagnostics PW - Fleet 840.00 3/1/2026 2/28/2027 y Maintenance
1442
FY26 CITYWIDE SOFTWARE
Annual Start Annu. al End Annual
Vendor Product Purpose Dept s/ b Annual Cost Date Date Approval (Y/N) Cy rtex Smartnet Vsp here, VMware AS - Information 18,267.87 8/4/2025 8/3/2026 V Technology
Cybe rtex Smartnet Annu al Renewal - AS - Information 6,873 .26 9/21/2025 9/20/ 2026 V Enterprise Firewall Technology
Cybert x Smartnet Vi rtua l environment - AS - In for mation 15,585.48 9/21/2025 9/ 20/2026 y PD Technology
ICyb rtim e Cybertlme Internet Service AS - lnform at on 10 ,388.00 7/1/2025 6/30/ 2026 V Technology
Cybert, m e Cybertime Looped Microwave AS - Information 22 ,800 .00 7/1/202S 6/30/ 2026 y Backbone Technology
DLT Auto CAD LT 2024 Engineer Drafting CD - Plann ing 45,279.09 4/25/2025 5/24/2026 y Do cuSign DocuSign Document signing AS • Purchasing 22 ,833.16 4/1/2026 3/31/2027 y software
Eagle Aerial WaterView Water Efficiency and PW - Water 26,936 .00 6/18/2025 6/17/ 2026 y Data Management
ECS Imaging Laserfi che Core records CM - City Clerk 28,885.00 10/1/2025 9/30/ 2026 V ESRI ArcGI License ( 4) PW - Wate r 3,060.00 2/20/2026 2/19/2027 V Ever bridg e N1 x1 Alert System Public Alert & CM- City 5,292 .00 11/19/2025 11/18/2026 y Warning System • Manager
Mass Notification
FirstTwo, Inc. FlrstTwo, Inc Police Inte lligen ce PD - Po lice Dept . 3,600.00 4/1/2026 3/31/ 027 y Software
Govl nvest, Inc . Govlnvest Investment modules AS - Finance 38,349 .00 5/20/2025 5/19/2026 y OPES , etc.

GovOptics LLC Beacon Bid S op Searches AS • Purchasing 6,375 .00 4/4/2026 4/3/2027 y HDL Companles HDL Business License Bu siness license AS - Finance 25,000 .00 1/1/2026 12/31/2027 y M nagement
HDLCoren & HDL Property Ta x Pro perty Ta AS - Fi nance 15,000.00 1 / 2 / 202 12/22/2026 y Con Software Soft w ar
Helm Helm Ford Diagnostic D1agn os t1 c Software PW. Fleet 800.00 12/ / 2025 12/ 5/ 026 V Software on Ford Veh icles M aintenance
1443
FY26 CITYWIDE SOFTWARE
Annual Start Annual End Annual
Vendor Product Purpose Dept s/ b Annual Cost Date Date Approv. il (Y/N) Hln derllter De Sales, Use, and Sal es Tax A - Finance 15, 000. 00 12/ 13/ 2025 12/ 22/ 2026 y Ll ama s & Transactions Tax Audit
Assoc iates and Information
Honeywell Digital watch dog City Cameras PW - Building N/A N/A N/A y Maintenance
ln novyze lnnovyze Water Mo deli ng PW - Water 5,158 .65 10/ 14/ 20 25 10/ 13/ 2026 y Software
Integrity Tactitrack GPS Tracker Portable GPS Tracke rs PD - Police Dept. 998 .00 12 /15/ 2025 12 /1 4/ 2026 y Survelliance
Group
Invoi ce Cloud Invoice Cloud Customer Online Bill AS - Utility 8,000. 00 3/16/ 2026 3/ 16/ 2027 y Pay portal for Utilities Billing
ITRON ! TRON Electric AMI, Smart PW-Water 4,121. 52 8/ 1/ 2025 7/ 3 1/ 2026 y meter Subscriptions
TRON ITRON ISM and Openway EU - Electric 50,000 .00 8/1/2025 7/ 31/ 2026 y OWCE) Utilities
KUBRA Drop counter Water Ci tizen PW- Water 19, 404 .00 7/7/ 2025 8/ 6/ 2025 y Engagement Platform
LeadsOnline, L ads Online Power Investigative PD - Police Dept. 5,486. 67 5/14/ 2026 5/ 13/ 2027 y LLC Pl us Investigation Software
Sys tem Software
Le ig htronlx Liv Stream ing and City Council meeti ngs ICM - City 5,644 .80 10/ 9/2025 10/ 8/ 2026 y Vi deo on Demand and records Manager
Lexis Nexis Lexis Nexis Desk Officer PD - Pollce Dept . 9,206. 93 7/1/ 2025 6/ 30/ 2026 y Coplogic Reporting
Solutions
LexiPol LLC w llness Appl ication Fit ness trac king PD - Police De pt . 7,999. 20 5/ 1/ 2026 4/ 30/ 2027 y for PD
MAGUS Leve l 11, Inc. MAG US Mainte nd11 <. , PD - Police De pt. 30, 247. 35 7/1/2025 6/ 30/ 026 y Maintenance, Jou rnal M aintenance
Journal & ftServer 2800
MegaTronics M egaTrak Fuel Management PW . Fleet 2,995 .00 12/ 31/ 2025 12/ 30/ 2026 V International Main tenance
Co rp
AR COS T xtpo wer Te xtl ng for Utilit ies EU - Electric 30, 000. 00 9/1/2024 10/ 31/ 2025 y Ut ilities
Milsoft W 111d Mil Ent rpr ise Mils oft Engi neeri ng EU - I ctr lc 7,734. 25 11 / 1/202 5 10/ 31/ 2026 y Site License Anal ysis Essentials Ut il ities
Munclpal Code Mun icipal Code S rvice to Update CM - City ' ( 10, 000 .00 7/ 1/202 S 6/ 30/ 0 y
Co rporation Publication Services Muncipal Code
1444
FY26 CITYWIDE SOFTWARE
Annual Start Annu. ilEnd Annual
Vendor Product Purpose Dept s/ b Annual Cost Date Date Approval ( Y/NJ MyCOI MyCOI In urance Compliance AS - Purchasing 14,800.00 11/29/2025 11/30/2026 y Certificate Mgmt
Nearm ap Nearmap Aer ial Imagery & PW - Water 14,000.00 4/10/ 2026 4/9/2027 y Lo cation Data
Next request Next request Public Records CM - City Cle rk 7,019.55 7/1/2025 6/30/ 2026 y Request
Nob I Ar cGIS Onl ine API Geograp hic PW - Water 14,600 .00 3/19/2026 3/ 0/ 2027 y
Nobe l ArcGIS Information ystems PW- Water 22,600 .00 3/12/2026 3/11/2027 y fo r Smartgov
Onl ine Utility Online Information Portal for Utility AS - Utlllty 7,000.00 6/6/2025 6/5/2026 y Exchange Servi ces Inc Billing to determine Billing
customer credit
PDQ Deploy PDQ Deploy Software Deployment AS - Information 1,500.00 6/13/2025 6/12/2026 y Technology
PDQlnvt PDQlnvt Software Inventory AS - Information 1,500.00 6/13/2025 6/12/2026 y Technology
Pixabytes V rkd da PD Cameras PD - Police Dept. 3,000.00 7/1/2025 6/30/2026 y Solu tions, Inc
Pl acer Labs Inc Pl acer. al Economic CM - Economic 16,900 .00 5/1/2026 4/30/2027 y Development Data Development
Rep orts
PMAM F Is Alarm False Alarm PD - Police Dept. 6,000 .00 4/8/2026 4/7/2027 y Corporation Ma nagement Solution Management
Solution
Power Power Monitors, Inc . Canvas d vices EU - El ectric 995.00 5/10/2026 5/9/2027 y M onitors , Inc. Utilities
QTPetrol um QT Pod Fuel Management EU - Electric 1,195.00 9/1/2025 8/31/2026 y on Demand dba Utilities
QT Po d
Reavis Code R avls Code Month ly subscription EU - Electric 51,300 .00 7/1/2025 6/30/2026 y for RC Ops., Tickets Utilities
Core - Core system for
Recyclist Recyclist Solid Waste PW- Refuse 24,686.00 5/1/2026 4/30/2027 y Compliance Reporting
Ron Turley & RI A Vehicle Maintenance PW- Fleet 7,200.00 8/ 1/2025 7/31/2026 y Assoc iates Tracking & Maintenance
Management
Sa t llite Ph o ne Irid ium 1Emergency S c - A - Info rm ation 3,695.40 8/ 1/ 025 7 /31/ 0 y
Store montly Techno logy
1445
FY26 CITYWIDE SOFTWARE
Annual Start Annual End Annual
Vendor Product Purpose Dept s/b Annual Cost Date Date Approval (Y /N) Seal Fusion Kiosk software Lobby kiosk CD - Planning 302.40 12/ 19/2025 12/ 18/ 2026 y terminals:

BL/Permlts/Paym nts
Snag It Snag it Desktop record r AS - Information 879.33 11/ 19/2025 11/ 19/ 2026 y Technology
Software One, Backup, Azure Simpl File system backup - AS - Information 42,000.00 7/1/ 202 5 6/30/ 2026 y Inc . Backup Simple, Azure Technology
is the software to
SPS or Ace-Tech Elite - 12 mo SVC Hardware MaInt for AS - Information 9,030.00 10/ 1/2025 10/ 1/2026 y IBM Technology
SunRidge RIMS PD computer aided PD - Police Dept . 26,17 . 00 9/24/ 2025 9/23/ 2026 y Systems dispatch & records
management
SuperC Al WITH Community Calendar CM -City 15,175.00 11/ 9/2025 11/8/2026 V Manager
Superion Central Square N villne ERP system AS - Information 121,087.86 7/1/2025 6/30/ 2026 y Technology
Surv lent Survalent Technology, SCADA Servers EU • Electric 26,139.67 5/9/2026 5/8/2027 y Technology, Inc. Inc. Utilities
Survey Monkey Surveys Survey for internal AS - Purchasing 900.00 5/9/2026 5/8/2027 V stakeholders (AEP)
Swiftly Solutions Trillium GPS tracking for PW - Transit 14,200 .00 7/28/2025 7/27/ 2026 y transit vehicles
Symbium Symblum Cloud Based Software CD - Code . 10/ 17/2025 10/ 17/ 2026 y Corporation Compliance Checks Enforcement
for Solar Permits
Timeclock Plus Schedule Anywhere Tlmeclock for PD - Polic Dept . 2,178 .00 12/ 1/2025 11 /30/ 20 6 y
Seasonal and PartTime Staff
Token Transit TokenTransit Mobile Ticketing for PW- Transit 10%ofGross 7/1/2025 6/30/ 2026 y Transit busing proceeds
Tri-Global Ut11iPad Data Orbit transfer EU - Electric 4,185.00 10/ 26/2025 11/ 28/2026 V Technologies, service for GPS Utilities
LLC Centering rod for
Turbo Data Turbo Data Citation Processing PD - Police Dept. 3,000.00 9/1/2025 9/30/ 2026 y Systems S rvices
Virtual Project Virtual P Pro] c.t management PW- 12,000. 00 3/1/2026 3/1/2027 y Manager software Engineering
Whenl Work When I Work r ,meclock for ICS - Parks 1,575.00 7/ 1/20 5 6/30/20 y Seasonal and PartTime Staff
1446
FY26 CITYWIDE SOFTWARE
Annual Start Annual End Annu. il
Vendor Product Purpose Dept s/ b Annu. il Cost D;ite Date Approv. il (Y/ N) W incan W incan CCTV for the sewer PW- 4,495. 00 7/1/2025 6/ 30/ 2026 V systems Wastewater
Zen ner St ealt h Zenner meter reads PW - Water 1,200. 00 7/ 1/ 2025 6/ 30/ 2026 V for AM I
Zo ho Manage Engi ne Tech support Live AS - Inform ation 3,940. 00 6/ 12/ 20 25 6/11 /2026 y Corporation Technology
Zoo m Zoom M eti ng Onli ne m t ings CM · it y 1,289. 60 7/ 1/ 025 6/ 0/ 202 y Manager
Description Amount
Total FY25/ FY26 Annualized Saas Cost : 2,007, 903 .58
Previously approved by City Council Action 880, 520. 33 To be approved:

FY25/ FY26 Annua l 1,127, 383. 25
Estimated 5% Escalator 56 ,369 .16
Total to be approved: 1,183, 752 .41
1447
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
1 MASTER GOODS AND SERVICES AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND

ARBOR DAY FOUNDATION
This MASTER GOODS AND SERVICES AGREEMENT (“Agreement”) is dated and effective February 19, 2026, by and between Arbor Day Foundation ("Contractor"), a Nebraska nonprofit corporation, located at 211 N. 12th Street, Lincoln, NE 68508, and Southern California Public Power Authority ("SCPPA"), a joint powers agency created pursuant to the laws of the State of California, with offices at 1160 Nicole Court, Glendora, California 91740. SCPPA and Contractor are also referred to herein individually as “Party” and together as “Parties.” Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation, transmission, and distribution of electrical energy to retail customers; and WHEREAS, SCPPA has been formed for the purpose of undertaking the planning, financing, development, acquisition, construction, reconstruction, improvement, enlargement, betterment, operation, or maintenance of projects involving the generation, transmission, and distribution of electrical energy for the benefit of its Members (“Purpose”); and WHEREAS, SCPPA has a need for goods and/or professional and technical services including studies and reports to facilitate SCPPA’s Purpose and that support its Members’ procurement of generation and transmission resources and their obligation to first acquire energy efficiency and demand reduction resources that are cost effective, reliable, and feasible as mandated by Section 9615 of the California Public Utilities Code; and WHEREAS, Contractor is qualified and capable of providing the goods and/or services specified herein which are consistent with SCPPA’s Purpose.

NOW, THEREFORE, in consideration of the premises herein and for other good and valuable consideration, the Parties agree as follows:

1. Work to be Provided:

SCPPA engages Contractor to provide goods and/or services and related tasks (“Goods” or “Services,” respectively, or collectively “Work”) outlined in Exhibit A for itself and its Members to utilize pursuant to one or more separate task orders (“Task Order”) substantially Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1448 30
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
2 in the form attached hereto as Exhibit C. The Work performed and provided by Contractor under all Task Orders shall be based upon the price terms listed in Exhibit B, provided that in no event shall the payments to Contractor exceed the designated maximum amount listed in Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks and assignments from among the Work identified in Exhibit A, to be performed and provided by Contractor. Each Task Order may include a cap for all payments for Work performed and provided under each individual Task Order and a time schedule for completion of the Work.

Any Member that elects to participate in any individual Task Order is referred to herein as the "Participating Member."

2. Contractor’s Services and Personnel:
(a) Independent Contractor. Contractor is an independent contractor. Neither the Contractor nor the Contractor’s employees or agents are employees of SCPPA or any Member and shall not be entitled to any employment benefits or rights afforded by SCPPA or Members to their employees, including, but not limited to, sick leave, vacation leave, paid leave, holiday pay, retirement benefits, worker’s compensation, or other insurance benefits.

Contractor hereby warrants that: (1) The Contractor and its employees and agents are free from the control and direction of SCPPA and its Members in connection with the performance of the work to be provided hereunder, both under this contract and in fact, (2) The Contractor and its employees and agents perform work that is outside the usual course of SCPPA’s business, and (3) the Contractor and its employees and agents performing Work under this Agreement are customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Work to be performed under this Agreement. Contractor shall furnish the Work according to its own manner and methods except as required by applicable laws and this Agreement. Contractor shall have no authority, express or implied, to act on behalf of or bind SCPPA or Members to any obligation in any capacity whatsoever as agent or otherwise. (b) Subcontractors. Contractor may use the services of subcontractors to perform a portion of its obligations under this Agreement with the prior written approval of SCPPA. All subcontractors retained by Contractor shall be duly licensed as required by law.

Subcontractors shall be provided with a copy of this Agreement and Contractor shall cause all subcontractors to comply with the same and agree in a separate writing to be bound by its terms. Contractor shall be the responsible party with respect to all actions of its subcontractors. Contractor’s visit to and time spent at SCPPA, Member, or project site locations shall be subject to normal business hours, appropriate safety standards, and security requirements.
(c) Prevailing Wages. Work by persons deemed to be employees of Contractor may be subject to prevailing wages under California Labor Code 1770 et seq. Contractor is solely responsible for compliance with prevailing wage requirements, where applicable.

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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
3 (d) Indemnity. Contractor shall indemnify, defend, and hold harmless SCPPA and Members, and their respective officers, employees, assigns, and successors in interest from and against any and all liability, claims, suits, demands, damages, fines, penalties, wages, costs or expenses pertaining to (i) prevailing wage laws and (ii) the payment of any employee and/or employer contributions for the California Public Employees Retirement System (“PERS”) benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of SCPPA or Members. This indemnification is intended to supplement and is not intended to limit or exclude the application of the indemnification requirements provided in Section 8 hereof.

3. Standard of Care:

The Contractor will perform Work under this Agreement with the degree of skill and diligence normally practiced in the same industry by Contractors performing the same or similar work.

Contractor shall comply with all Federal, State, County, local and other governing laws, rules and regulations applicable to the performance of the Work under this Agreement, including Participating Member(s) business practices or other requirements as set forth in any applicable Task Order, including, but not limited to, equal opportunity practices, living wage ordinances, applicable business licenses, taxpayer protection acts (limiting gifts or campaign contributions), and assignment of antitrust causes of action. Contractor represents and warrants that it is appropriately licensed, qualified, and experienced to provide the Work. Contractor acknowledges that it may be subject to the requirements of the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act and represents that all Work performed hereunder shall comply with such requirements where applicable. If requested, Contractor agrees to execute a non-disclosure agreement or other ancillary agreement to document Member-specific requirements for purposes of addressing CCPA, California Public Records Act (“CPRA”), California Privacy Rights Act, confidentiality and/or cybersecurity concerns.

4. Amendments:

Amendments to this Agreement must be in writing and signed by both Parties. No Task Order issued under this Agreement may be amended except by written agreement executed by Contractor, SCPPA and the Participating Member, provided further that if a Participating Member has elected to confirm its Task Order participation through a letter to SCPPA, the Participating Member shall have submitted a new letter to SCPPA requesting the amendment to the Task Order prior to SCPPA’s execution of the amended Task Order.

5. Payment:

SCPPA shall pay Contractor for Work in accordance with the terms of this Agreement and the applicable Task Order. Contractor is not authorized to perform any Work or incur any costs whatsoever until: (1) a Task Order has been signed by both Parties (and the Participating Member has signed either the Task Order or a letter to SCPPA confirming the Participating Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1450 342
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
4 Member’s participation in the Task Order); and (2) a written purchase order providing authorization for the start of Work for such Task Order has been issued to the Contractor by the SCPPA designated representative. In addition to any specific requirements in a Task Order, each invoice from Contractor shall include the following:
a. A reference to the purchase order number issued by SCPPA for such Work to be performed under the Agreement and Task Order and any other number assigned by SCPPA for invoices under this Agreement;
b. Name of each Participating Member that has received Goods and/or Services for which the invoice is being issued by Contractor; and
c. The basis for the amount invoiced, including a description of Goods and/or Services provided.

Contractor shall submit all invoices to SCPPA. Contractor shall submit invoices at no more than monthly intervals and no later than the invoicing dates specified in the milestone payment schedule set forth in a Task Order, and if no milestone payment schedule is set forth in a Task Order, then no later than thirty (30) days after completion of the Work covered by the invoice.

Invoices delivered to SCPPA shall be sent to [email protected]. Invoices received by SCPPA on or before the 15th day of a given month and subsequently approved by the Participating Member(s) on or before the 25th day of the same month, shall be paid by SCPPA before the end of the following month. All other properly invoiced amounts shall be paid not more than sixty (60) calendar days after delivery of an invoice, provided that the funds for the payment of such invoices have been transmitted to SCPPA by the Participating Member(s).

SCPPA shall inform Contractor of any disputed invoice amounts within thirty (30) calendar days of receipt of the invoice by SCPPA. SCPPA may withhold payment of such disputed amounts until both Parties have reached agreement on the proper amount of the invoice.

6. Taxes:

All taxes imposed on Contractor’s income, imposed, or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by Contractor.

Contractor shall be responsible for any taxes or penalties assessed by reason of any claims that Contractor is an employee of SCPPA.

7. Audit:

During the Agreement’s term and for a period of four years after the termination or expiration of the Agreement, Contractor shall (a) maintain all records, books, papers, or documents related to Contractor’s performance of the Agreement (“Records”); and (b) provide SCPPA or its representatives, at all reasonable times, the right to examine, excerpt, photocopy, photograph, or transcribe such Records, including but not limited to direct and Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1451 343
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
5 indirect charges and detailed documentation for Work that Contractor has performed or will perform under the Agreement.

8. Indemnity:

To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold harmless SCPPA and Members and their respective officers, employees, assigns and successors in interest (collectively, “Indemnified Parties”) from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, civil fines and penalties, or losses of any kind or nature whatsoever, whether actual or alleged, [arising out of, or incident to, the performance of Services or the supply of Goods under this Agreement, or both (“Claims”)] excluding only those Claims arising from the gross negligence or willful misconduct of Indemnified Parties. Contractor shall promptly notify SCPPA of any Claim(s) against the Contractor or any of Contractor’s directors, employees, subcontractors of any tier, or agents, arising out of or related to Services being performed or Goods to be provided under this Agreement.

9. Intellectual Property Infringement:

Contractor shall defend, indemnify, and hold harmless SCPPA and each Participating Member from and against any loss, cost, and expense that SCPPA or each Participating Member incurs because of a claim that any deliverables, materials, software, or hardware or equipment (hereinafter “Product”) provided pursuant to this Agreement infringes on the intellectual property rights of others. Contractor’s indemnification obligation under this Section 9 is conditioned on the following: (i) SCPPA must notify Contractor of any such claim and (ii) the claim must not arise from modifications to or misuse of the Product by SCPPA or the Participating Member. In the event of an infringement claim, Contractor, at its sole option and expense, may (A) retake title and possession of the Product and refund all compensation paid by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue using the Product under the terms of this Agreement as was being used prior to the infringement claim; or (C) replace for SCPPA and any Participating Member the Product with another that is substantially equivalent in function, or modify the Product so that it becomes non-infringing and substantially equivalent in function. Contractor’s election in response to an infringement claim as described in this Section 9 shall not result in any additional costs or liability to SCPPA and any Participating Member.

10. Insurance:

Contractor shall at its sole cost and expense procure, provide, and maintain, and shall require each subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Work under this Agreement, and with respect to subparagraphs (d) and (e) below, the period of time specified therein, insurance coverage with carriers reasonably satisfactory to SCPPA, as follows:

Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1452 344
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
6 (a) Workers’ Compensation insurance in accordance with statutory limits, as required by the state in which the services are to be performed, including a waiver of subrogation favoring SCPPA, and Employer’s Liability insurance with limits of not less than one million dollars ($1,000,000) each employee for accident, $1,000,000 each employee for disease, and $1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property damage, personal injury, advertising liability, blanket contractual liability, Contractor’s obligations under this Agreement, products and completed operations, and coverage for independent contractors with limits of not less than one million dollars ($1,000,000) for each occurrence. Such policy shall cover SCPPA and each Participating Member as an additional insured, include a severability of interest provision, and be primary and not contributory with respect to any insurance carried by SCPPA or Participating Members. (c) Commercial Automobile Liability insurance providing coverage for all owned, nonowned, and hired automobiles used by Contractor in the performance of the Work with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence of bodily injury and property damage.
(d) Errors & Omissions/Professional Liability insurance, including coverage for liability arising from intellectual property infringement, information technology and software development services, with limits of one million dollars ($1,000,000) per claim and in the aggregate. The policy must be kept in force during the life of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term, or under an extended reporting provision) after contract termination. (e) Cyber Security Coverage including technology / professional liability insurance, intellectual property infringement, and data protection liability insurance. Contractor shall procure and maintain coverage for cyber liabilities and financial loss resulting or arising from acts, errors, or omissions, in connection with data maintenance, hosting, software development and other information technology services provided under this agreement.

Coverage shall include protection for liability arising from:

1. intellectual property infringement arising out of software and/or content (excluding patent infringement and misappropriation of trade secrets);

2. breaches of security;

3. violation or infringement of any right, privacy, breach of federal, state, or foreign security and/or privacy laws or regulations; and,

4. data theft, damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information, transmission of a Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1453 345
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
7 computer virus or other type of malicious code; and participation in a denial of service attack on a third party.

The minimum limits shall be three million dollars ($3,000,000) for each claim and in the aggregate.

Such insurance must address all of the foregoing without limitation if caused by an employee of the Contractor or an independent contractor working on behalf of the Contractor in performing Work under this contract. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. The policy must be kept in force during the life of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term, or under an extended reporting provision) after contract termination.
(f) All required policies shall provide not less than thirty (30) calendar day notice of cancellation to SCPPA.

The insurance to be provided by Contractor under this Agreement shall not include any of the following: except for Professional Liability Insurance, any claims-made insurance policies; any self-insured retention or deductible amount greater than two hundred fifty thousand dollars ($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage available to SCPPA or Participating Members that is otherwise required by this Section 10; and any policy or endorsement language that (i) negates coverage to SCPPA or Participating Members for SCPPA’s or Participating Members’ own negligence; (ii) limits the duty to defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA or Participating Members only if Contractor is negligent, or (iv) permits the recovery of defense costs from any additional insured. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with SCPPA’s or the Participating Members’ rights under this Agreement.

Contractor shall furnish SCPPA proof of all specified insurance evidencing the required coverages prior to commencement of Work under this Agreement or any Task Order issued pursuant to this Agreement. Contractor shall provide SCPPA a new or renewed certificate of insurance upon any changes or modifications to coverage including any extension or renewal of required insurance coverage; provided that any changes or modifications to coverage shall be consistent with the requirements of this Agreement.

The insurance requirements set forth in this Section 10 are separate and independent from the indemnification and defense provisions of this Agreement. The insurance provisions do not limit the applicability, scope, or obligations of indemnification and defense obligations of this Agreement, and this Agreement’s indemnification and defense obligations do not limit the insurance coverage requirements of this Agreement.

11. Term and Termination; Survival:

Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1454 346
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
8 (a) The term of this Agreement shall be three (3) years from the date hereof at which time it shall either expire or be extended by written agreement of the Parties for one (1) or more additional terms totaling no more than three (3) years, unless sooner terminated in accordance with this Section 11.
(b) Either Party may terminate this Agreement, or any Task Order hereunder, with or without cause, upon thirty (30) calendar days’ written notice to the other Party. Upon such termination, (i) Contractor shall reimburse SCPPA for all payments made by SCPPA for Work not yet completed and supplied, or (ii) if outstanding payments are owed to Contractor, SCPPA shall pay Contractor for all Work satisfactorily performed and supplied in accordance with this Agreement up to the date of termination. (c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for performance thereof extends beyond the then-applicable expiration date of the Agreement.

Notwithstanding the foregoing, at SCPPA’s sole discretion and for good cause shown, this Agreement shall not expire while Work to be performed under an existing Task Order remains incomplete.
(d) Termination for Conflicts of Interest. Contractor confirms that it understands the conflicts of interest codes and requirements applicable to its profession, as well as the requirements of California Government Code Section 1090, et seq. and Section 87100, et seq. Contractor represents and certifies that it is unaware of any conflict of interest relating to this Agreement and that SCPPA, its Members, and their respective officers, agents, employees, representatives, and elected and appointed officials do not, and will not, have any indirect or indirect financial interest in this Agreement. Contractor will immediately inform SCPPA about any conflict of interest that may arise as a result of any change in circumstances.

Notwithstanding any other provision of this Agreement, it is further understood and agreed that if such conflict of interest does exist or develop, SCPPA may immediately terminate this Agreement by giving Contractor written notice thereof. (e) Survival. Any rights or obligations pursuant to Sections 2(d), 3, 5-14, 17-18, 20-22 shall survive the termination or expiration of this Agreement.

12. Use and Ownership of Work Product:
(a) As used in this agreement, the term “Work Product” means any and all deliverables or materials fixed in a tangible medium of expression, including software code, written procedures, written documents, abstracts, and summaries thereof, or any portions or components of the foregoing created, written, developed, conceived, perfected, or designed in connections with the Work provided under this Agreement.

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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
9 (b) SCPPA and the Participating Members shall retain all rights, title, and interest in and to the Work Product, including all intellectual property rights therein and any and all enhancements, improvements, and derivative works thereof, and Contractor obtains no rights therein.

13. Information Provided by Others:

To the extent reasonably available to SCPPA and/or the Participating Members, and not otherwise subject to any confidentiality requirement, SCPPA and/or the Participating Members, upon Contractor’s request, shall provide to the Contractor in a timely manner any information reasonably needed to perform the Work hereunder. Contractor may rely on the accuracy of information provided by SCPPA and Participating Members. Any Customer Data (as defined in Section 13 herein) furnished to Contractor by SCPPA or Participating Members shall be deemed Confidential Information subject to Section 14 of this Agreement.

14.Confidential Information:

As used herein, “Customer Data” shall mean any and all data that describes anything whatsoever about an individual customer of a Participating Member, such as address, employment, contact information, usage history, financial transactions and/or credit history, or that affords a clear basis for inferring things done by or to an individual or entity such as a record of a person’s presence in a place, or requests for temporary changes in service. “Customer Responses” shall be all information or opinion collected or gathered from an individual customer of a Participating Member, either verbally, in writing, or electronically.

Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to information received, the "Receiving Party") with information in connection with this Agreement that it may deem to be “Confidential Information” as defined herein. Confidential Information shall mean any and all: (1) Customer Data provided by SCPPA or any Participating Member to Contractor or any of Contractor’s subcontractors; (2) Customer Responses collected by Contractor or any of Contractor’s subcontractors from customers of any Members; and (3) any information provided to one Party from another that is labeled and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential Information only as necessary to realize the benefits of or perform its obligations under this Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (c) not to disclose the Confidential Information to a competitor of Disclosing Party.

Notwithstanding the foregoing, Confidential Information does not include information which (i) at the time of disclosure is within the public domain through no breach of this Agreement by either Party; (ii) has been known or independently developed by and is currently in the Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1456 348
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10 possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient from a third party (other than a Participating Member customer contacted by Contractor in the course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or order. The recipient may disclose the Confidential Information on a need-to-know basis to its contractors, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms.

In the case of a bona fide request received by SCPPA under the California Public Records Act (“CPRA,”) Cal. Gov't Code § 7920.000 et seq.) from a third party for access to Contractor’s Confidential Information subject to this Agreement, or as may otherwise be required by the California Ralph M. Brown Act (“Brown Act”) (California Government Code §§ 54950 et. seq.), SCPPA shall notify Contractor of such request and shall seek to follow Contractor's reasonable instructions in responding thereto subject to the understanding that SCPPA cannot delegate the responsibilities imposed on it by the CPRA or Brown Act to Contractor. SCPPA’s responsibilities under both the CPRA and Brown Act shall be determined in the sole discretion of SCPPA. In the event access to such Confidential Information is denied and the third party requesting the same initiates litigation to compel access under the CPRA, SCPPA shall promptly advise Contractor of such litigation, and SCPPA shall have no other duty or obligation to Contractor under this Agreement with respect to the denial of access to such Confidential Information or to oppose or defend any such litigation. Contractor, at its own cost and expense, shall indemnify, defend, and hold SCPPA free and harmless from such litigation or any claim, suit, cost, expense, attorneys’ fees, judgment, or order related thereto or otherwise arising from the denial of access to Contractor’s Confidential Information to said third party.

If Contractor is requested or required, pursuant to any order, rule, ruling, discovery request, subpoena, civil investigation or similar process to disclose any of SCPPA’s or Participating Members’ Confidential Information, Contractor shall provide prompt written notice to each of SCPPA and the affected Participating Members of such request or requirement so that SCPPA and the affected Participating Members may, at their own expense, seek a protective order or other appropriate remedy concerning such disclosure.

Confidential Information must be kept in a secure location. Confidential Information received from or pertaining to customers of a Member shall only be provided by Contractor to the Participating Member providing service to that customer, and to no other party, and Contractor shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information from unauthorized access, destruction, use, modification, or disclosure. Contractor shall, when directed by SCPPA, create aggregated data derived from Confidential Information in such a way that individual customer responses or data cannot be determined. Contractor shall retain the Confidential Information only so long as it is necessary to perform Contractor’s tasks under the Agreement, and after Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1457 349
SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
11 such time, the Confidential Information shall be returned to SCPPA or at SCPPA’s written request, destroyed, and Contractor shall retain no copies of the Confidential Information.

Under no circumstance may Contractor, or its officers, employees, subcontractors, or agents use Confidential Information of SCPPA or its Members for any commercial purpose not related to the primary purpose of this Agreement.

Contractor shall be responsible for ensuring that any subcontractors used to provide Goods and Services that have access to Confidential Information or who shall collect Customer Responses comply with the provisions of this Section 13.

Notwithstanding these restrictions, only where permitted by law, including as limited by Section 1798.98 of the California Civil Code and Section 8381 of the California Public Utilities Code, (a) Contractor may disclose Confidential Information to its affiliates and subcontractors to the limited extent necessary for the performance of the Agreement, (b) a Receiving Party may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential Information to Members, and (d) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party warrants that it has the right to disclose the information that it discloses.

15. SCPPA’s Right to Inspect Property: Upon reasonable notice to Contractor, SCPPA and/or Members shall have the right during the performance of the Work to inspect the site where the Work is to be performed, subject in all cases to all applicable rules, policies and regulations related to safety, as well as state and local building code and ordinance compliance, including Contractor and its subcontractors' reasonable safety precautions, provided that such inspection and presence does not unreasonably interfere with or delay the completion of the Work and Contractor's performance of its other obligations under this Agreement.

16. Recycled Materials:

In accordance with California Public Contract Code section 22152 et seq., Contractor shall certify the minimum, if not the exact, percentage of postconsumer materials in the materials, Goods, or supplies offered or sold pursuant to this Agreement, including, where applicable, printer cartridges. Where applicable, the Contractor shall ensure that any printing paper used meets the recycled content requirements set forth in Section 12209 of the California Public Contract Code.

17. Title to Goods; Warranties:

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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
12 (a) Title to Goods. The risk of loss and title to Goods supplied by Contractor to SCPPA pursuant to the Work scope shall pass upon delivery to SCPPA, unless otherwise specified in the Work scope.
(b) Warranties. Contractor warrants that Goods shall be delivered free from defects in material, workmanship, and title and that the Work shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications, as identified in Exhibit A and/or the specific Task Order. Contractor warrants that the services performed by it hereunder will be performed in a workmanlike manner and in accordance with generally accepted professional standards. Any and all written warranties asserted by Contractorshall be incorporated herein as Exhibit D. In the event the Goods and Services do not conform, such nonconforming Goods and Services shall be corrected by Contractor. If Goods or Services do not meet the above warranties, SCPPA shall promptly notify Contractor in writing prior to expiration of the warranty period. Contractor shall (i) at its option, repair or replace defective Goods and (ii) re-perform defective services. If despite Contractor’s reasonable efforts, non-conforming Goods cannot be repaired or replaced, or nonconforming services cannot be re-performed, then, without limitations to SCPPA’s legal and equitable remedies and any remedies provided under this Agreement, Contractor shall refund, or credit monies paid by SCPPA for such non-conforming Goods and Services.

18. Dispute Resolution:

In the event of a dispute between the Parties either Party may deliver to the other Party a notice of dispute with a detailed description of the underlying circumstances for the dispute. The dispute notice shall include a schedule of availability of the notifying Party’s officers having a title of senior vice president or equivalent or higher duly authorized to settle the dispute during the thirty (30) calendar day period following delivery of the dispute notice. The recipient Party shall, within five (5) business days of receipt of the dispute notice, provide to the notifying Party a parallel schedule of availability of its officers having a title of senior vice president or equivalent or higher duly authorized to settle the dispute. The senior officers of the Parties shall meet and confer as often as reasonably necessary during the thirty (30) day period in good faith negotiations to resolve the dispute. In the event the dispute is not resolved within the thirty (30) calendar day period then either Party may pursue any legal remedy available to it; provided further, however, nothing herein shall prohibit either Party from pursuing temporary, injunctive, or equitable relief during this thirty (30) calendar day period.

19. Representatives:

SCPPA’s representative for administration of this Agreement:

Brandon Czworniak, (626) 793-9364, and e-mail address is [email protected]. All questions to SCPPA pertaining to this Agreement shall be referred to the person named above.

Contractor’s representative for this Agreement:

Kristen Bousquet, 402-473-2023, and e-mail address is [email protected] All questions to Contractor pertaining to this Agreement shall be referred to the person named above.

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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
13 The representatives set forth herein shall have authority to give all notices required herein.

20. Notices:

Notices, requests, demands and other communications made pursuant to this Agreement shall be deemed given only if in writing signed by an authorized representative of the sender and delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight delivery to the receiving party, addressed as follows:

Either party may change its contact information for the purposes of this Agreement by giving written notice of such change to the other party in the manner provided in this Section.

Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission by electronic mail accompanied by a telephone call to the intended recipient; 2) one (1) calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five (5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten (10) calendar days after deposit in the mail, if mailed from outside the United States.

21. Miscellaneous:
(a) Assignment – This Agreement is binding upon and shall inure to the benefit of SCPPA and Contractor and their respective successors and assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to a successor of the Party’s entire business relating to this Agreement.
(b) Integration; Conflicts – This Agreement, including Exhibits hereto, contains the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. In the event of any conflict between the terms of this Agreement and the Exhibits hereto, or any Task Order or purchase order issued hereunder, the terms of this Agreement shall control. In the event of any conflicts between the Exhibits and any Task Order or purchase order, the Exhibits shall control. In the event of a conflict between any Task Order or purchase order, the Task Order shall control. (c) Third Party Beneficiary – SCPPA Participating Members are not parties to this MASTER To SCPPA: To Contractor:

Executive Director
1160 Nicole Court
Glendora, CA 91740
[email protected]
Arbor Day Foundation
211 N. 12th St.

Lincoln, NE 68508
[email protected]
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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
14 GOODS AND SERVICES AGREEMENT but are third party beneficiaries to the MASTER GOODS AND SERVICES AGREEMENT and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto. (d) Waiver – The failure to enforce any terms of this Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of any other breach or a relinquishment of right to enforce the same or any other provision of this Agreement. (e) Severability – If any provision of this Agreement is rendered invalid or unenforceable under any circumstance, the remainder of this Agreement shall continue to be in full force and effect and the provision declared invalid or unenforceable shall continue to be in full force and effect as to other circumstances in accordance with the laws of the State of California.
(f) Governing Law – This Agreement is entered into in Los Angeles County in the State of California and shall be governed by, and construed in accordance with, the laws of the State of California.
(g) Venue – All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California, and both Parties waive any defense of forum non conveniens.

22. Execution in Counterparts, Electronic Signatures and Document Transmission:

This Agreement may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.

The Parties may execute this Agreement by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act.
[SIGNATURE PAGE FOLLOWS]
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SCPPA MGSA (Rev. Sept. 12, 2023) Arbor Day Foundation
15 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

DANIEL E GARCIA
Executive Director
Approved as to Legal Form:

ARMANDO ARBALLO
Assistant General Counsel

ARBOR DAY FOUNDATION
By:

GRACE WIDSETH
Director, Corporate Partnerships
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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
A-1

EXHIBIT A

SCOPE OF WORK TO BE PROVIDED UNDER THIS AGREEMENT
Specific Responsibilities of Contractor for Arbor Day Foundation Program (the "Program"):
• Provide a pre-selected list of available tree species for SCPPA and/or participating Member (collectively, the "Partner") to choose from.
• Source agreed upon quantity of containerized trees for Program. o Trees are to be bulk transported to Partner event site 24-48 hours before event. o Trees are guaranteed to arrive to Partner selected location in a good, healthy condition or Contractor will replace trees at no charge. o In case of direct delivery program, trees are to be delivered to Partner’s participant doorsteps following order submission in software. • Maintain tree distribution website for Partner:
o Provide a custom url for Partner’s reservation website. o The online platform will be launched for reservations by date provided by Partner, dependent on if all info for launch has been received by Partner. o Tree fulfillment will be setup as either a direct to doorstep delivery or a local pickup model offering agreed upon quantity of free trees to participants for planting in pre-approved, strategic planting zones to reduce energy usage. o Software/microsite customizations include:
 Approved Partner logo
 Interactive mapping tool
 i-Tree Tools scientific data on the long-term benefits of specific trees planted around customer’s house (including energy savings, air quality, and carbon emissions)
 Customized welcome message and terms and conditions statement (will require each participant to accept these terms for each order submitted.)  Order confirmation email will vary slightly depending on program model that customer has selected. Email will include a map showing the agreed upon energy saving planting location.
 Provide a specific toll-free customer service line to answer participant questions surrounding the Program.
 Pre-event reminder email
• Collect and provide a wait list of Partner participants who express interest after trees are depleted.
• Provide an invoice to Partner
• Provide dashboard login access to allow Partner to access and download all data related to the Program including all customer orders and environmental data. • Work with Partner for post-Program survey to be sent to participants. • Provide Program summary report to Partner. Report to include statistics about Program's energy benefits (kWh and therms conserved) and community benefits (lbs of CO2 sequestered and avoided, gallons storm water conserved, lbs of air filtered) and other key Docusign Envelope ID: 8E0D95D7-E18A-47A7-BDF6-EB8F429EF18A 1463 355
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
A-2
performance indicators. Report will be provided to Partner.

Specific Responsibilities of SCPPA for Program:
• Pay per tree to distribute trees to participants. Trees (at minimum 85% of these) will be reserved and captured in Contractor's Community Tree Distributor online reservation tool.
• Complete and submit the online application to Contractor to identify tree species wish list: https://est.arborday.org/Application/Company
• Choose tree species from availability list provided by Contractor. (Please note: species substitutions sometimes necessary due to crop failures or growth/quality issues. If this scenario occurs, Contractor will work with Partner to discuss interchangeable species.) • Provide eligible zip codes, tree event details, terms and conditions and welcome message copy to Contractor a minimum of two weeks ahead of program launch. • Determine and organize the designated location(s) for these trees to be picked up by Partner's Program participants, along with plan and staff the scheduled tree pickup events. Contractor expressly disclaims and has no liability, obligation or responsibility for the organization, location or pickup of the trees by Partner's Program participants. • Arrange location for trees to be delivered, stored, secured 24-48 hours before pickup event.
• Provide pickup event details to Contractor by two weeks ahead of launch date. This includes dates, times, locations, delivery address for trees and any special instructions.

Partner assumes all responsibility for unloading trees from delivery truck. • Promote the program through multiple marketing channels which may include direct mail campaigns, email campaigns, search engine marketing, web site promotions, press releases, social media and other channels.
o A formal marketing plan, including a timeline and verbiage details will be shared with Contractor before the launch of the Program. (This marketing plan will include additional marketing tactics that will happen on <date>, if 90% of the trees are not yet reserved.)
o All marketing activities using any of Contractor's IP must be sent to and approved by Contractor in advance.
• In the case that trees are not depleted by the pickup event date or in the case of remaining trees that were not picked up, Partner shall assume the sole responsibility and cost of the remaining inventory of trees and determine where to utilize remaining trees.

Goods and/or Services not expressly set forth in this Exhibit A are excluded.

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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
B-1

EXHIBIT B

COMPENSATION SCHEDULE AND HOURLY FEES
Program Pricing
• 1-gallon trees mailed to homeowners: $60-$65 per tree* • 3 to 5-gallon trees for event or delivery: $60-$70 per tree • 7-gallon trees for event or delivery: $90-$120 per tree* • 15-gallon trees for delivery: $200-$250 per tree*
• Software only model (does not include
trees):
$15-$20 per tree
*Due to availability or seasonal issues, pricing may increase so the price does not exceed the following: $70 per 1-gallon trees mailed to homeowners; $140 per 7-gallon trees for event or bulk delivery; and $275 per 15-gallon trees for bulk delivery. • Above costs include:
- Tree procurement
- Nursery handling
- Shipment or transport of trees
- Software licensing and customization
- Technology for ordering and metrics
- Marketing resources
- Dashboard access - Reporting
- Contact Center Support
- Program Staff Support
- Participant communications and survey
In no event shall SCPPA’s payment obligations to Contractor for all Goods received or Services performed or for any other reason exceed $250,000 (the “Not to Exceed Amount”). Contractor shall provide notice to SCPPA prior to reaching the Not to Exceed Amount. Any Goods or Services provided by Contractor in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Contractor’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.

All travel must be preapproved in writing by SCPPA or the applicable Participating Member. As a public agency, SCPPA shall not reimburse Contractor for travel, food, and related costs in excess of those permitted by the Internal Revenue Service.

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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
C-1

EXHIBIT C

EXEMPLARY TASK ORDER FORM
TASK ORDER No.: […input number, sequential to prior
Task Orders, if applicable…]
Date: [ ]
Project Description: [ ]
Participating Member (if applicable): [ ]
Contractor: [ ]
Contractor, SCPPA and the Participating Member(s) identified above agree that Contractor shall provide the Services specified herein pursuant to the terms and conditions of the [Agreement Type] (“Agreement”) between SCPPA and Contractor dated [Agreement Effective Date], except as specifically modified herein. Capitalized terms used but not described herein shall have the meanings ascribed to them in the Agreement.

Term
This Task Order shall commence upon issuance of a purchase order by SCPPA and shall terminate on the earlier of [date] or the end of the Agreement’s term (the “Task Order Termination Date”).

Any Goods received or Services provided by Contractor (i) prior to issuance of a SCPPA purchase order, or (ii) on or after the Task Order Termination Date without prior execution of an amendment hereto by the Parties, shall be at Contractor’s sole risk and without payment. SCPPA or Participating Member may terminate this Task Order, with or without cause, upon thirty (30) calendar days’ written notice to Contractor.

Scope of Services
[General Description Of Services]
Compensation
[Specify Fees and Schedule – must include a Not to Exceed Amount for services under the Task Order (the “Not to Exceed Amount”)]
Contractor shall provide notice to SCPPA and Participating Member prior to and upon reaching the Not to Exceed Amount. Any Goods received or Services provided by Contractor in excess of the Not to Exceed Amount, without prior execution of an amendment hereto by the Parties, shall be at Contractor’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.

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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
C-2
Representative(s) of Participating Member(s)
[Identify Names and appropriate Contact information for all Member staff who are authorized representatives for the administration of the Agreement and who should be sent invoices from Contractor]
Execution in Counterparts; Electronic Signatures
This Task Order may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Task Order may be detached from any counterpart of this Task Order without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Task Order identical in form hereto by having attached to it one or more signature pages.

The Parties may execute this Task Order by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Task Order transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Task Order for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act. [SIGNATURE PAGE FOLLOWS]
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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
C-3
IN WITNESS WHEREOF, the parties have signed this Task Order as of the date first written above.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

MICHAEL S. WEBSTER
Executive Director
Approved as to Legal Form:
[NAME]
[Title]
[LEGAL ENTITY NAME]
By:
[PRINTED NAME IN CAPS]
[Printed Title]
Participating Member’s Acknowledgement and Agreement
The undersigned hereby attests that the undersigned has the requisite authority to bind the Participating Member to the obligations set forth in this Task Order No. [###]. Participating Member agrees to be responsible for any and all fees, costs and expenses invoiced to SCPPA by Contractor for work performed on behalf of, or for the benefit of, Participating Member pursuant to the Agreement.

Participating Member agrees to indemnify, defend and hold harmless SCPPA, all other Members and their respective directors, officers, agents, representatives, employees, successors and assigns from and against any and all losses, injuries, costs and expenses, damages, liens, claims, or liabilities, including reasonable attorney’s fees, incurred by SCPPA in connection with the Work performed for the benefit of, or on behalf of, Participating Member pursuant to this Task Order, except for the gross negligence or willful misconduct of SCPPA or such other SCPPA members, and their officers, agents, representatives or employees.

NAME OF PARTICIPATING MEMBER (required)
By:
[ PRINTED NAME IN CAPS]
[Title of Authorized Signatory]
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SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Consultant Name
C-4
Check here if Participating Member has indicated acknowledgement and agreement to pay for Work procured under this Task Order by letter from Participating Member’s General Manager addressed to SCPPA.

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