Coalinga City Council
August 20, 2026

CITY OF COALINGA AGREEMENT FOR ON-CALL PROFESSIONAL

SERVICES FOR ARCHITECTURAL SERVICES
This Agreement for On-Call Professional Services (“Agreement”) is made and entered into this day of , by and between the City of Coalinga, a Municipal Corporation (“City”), and Bureau Veritas North America, Incorporated (“BVNA”) (“Provider”).

RECITALS
A. Provider represents to City that they are specially trained, experienced, licensed and competent to perform the services which will be required by this Agreement; and B. Provider represents to City that they possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

C. City desires to retain Provider to render the services as set forth in this Agreement, as Exhibit 1.

NOW THEREFORE, in consideration of the mutual covenants set forth herein for such other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Retention of Provider. Subject to the terms and conditions set forth herein, City retains Provider to perform the services identified in this Agreement, as an independent contractor and Provider hereby accepts this independent contractor appointment.

2. Scope of Services. The Provider shall perform on-call professional services, in accordance with all the provisions of this Agreement. The Scope of Work is attached hereto as Exhibit 1. Provider shall correct any and all errors and/or omissions, which arise out of Provider’s negligence or intentional misconduct, in the performance of the Services and any documents resulting therefrom even though City has accepted said Services or documents. Provider shall make such corrections upon City’s request and at no cost or expense to City.

3. Time of Performance. This agreement shall remain in effect until the services have been delivered and not to exceed $250,000.00. Contract time of completion for individual projects will be agreed upon before assignment of each project to Provider. Services designated in the scope of work shall be completed on agreed date unless prior written approval for a time extension has been granted by the Assistant City Manager or his/her designee.

4. Compensation. Compensation to be paid to Providershall not exceed $250,000.00 Initial: City Provider

a. The total amount paid to Consultant under this Contract shall not exceed one hundred fifty thousand dollars ($150,000.00). Consultant will be reimbursed for hours worked at the hourly billing rates specified in Exhibit "C" attached hereto and incorporated herein by this reference. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. Said amount shall be paid upon submittal of a monthly invoice showing completion of the tasks that month, including the services rendered, the costs incurred for materials, the person(s) rendering performed services, the amount of time spent by such person(s) and the applicable hourly rate. These rates are only adjustable in accordance with Exhibit "C". b. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are identified in the executed Task Order. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the Task Order. c. Specific projects will be assigned to Consultant through issuance of Task Orders.
d. After a project to be performed under this Contract is identified by the City, the City will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, and project schedule. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both the City and Consultant.
e. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, as set forth in the Contract, at the discretion of the City's Assistant City Manager, or his/her authorized representative.
f. When milestone cost estimates are included in the Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Assistant City Manager or his/her authorized representative before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.
h. Consultant shall not commence performance of work or services until notification to proceed has been issued by the City's Assistant City Manager or his/her authorized representative. No payment will be made prior to approval or for any work performed prior to approval of this Contract.
i. A Task Order is of no force or effect until executed by an authorized representative of City. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by City. j. Consultant will not be allowed to add a markup on all sub-consultant and vendor invoices.

Initial: City Provider

k. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City's Assistant City Manager or his/her authorized representative of itemized invoices. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Task Order and shall reference this Contract number, project title and Task Order number. Credits due City that include any equipment purchased under the provisions of Section 15 (Property of City) of this Contract, must be reimbursed by Consultant prior to the expiration or termination of this Contract. Invoices shall be mailed to City's Assistant City Manager or his/her authorized representative at the following address:

City of Coalinga
Attn:J. Barron
155 W Durian Ave.

Coalinga, California 93210

5. Method of Payment. Provider shall submit monthly billings to City describing the work performed during the preceding month. Provider’s bills shall include a brief description of the Services performed and the date the Services were performed the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Provider no later than 30 days after the date of submittal of a complete invoice for completed tasks and approval of the invoice by City staff.

6. Extra Work. At any time during the term of this Agreement, City may request that Provider perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not include in the Scope of Work. Extra work will be performed on an hourly basis under the Provider’s most current hourly fee schedule. Provider shall not perform, nor be compensated for Extra Work without written authorization from City.

7. Termination. This Agreement may be terminated by the City immediately and without notice for cause or by City without cause upon ten (10) days’ written notice of termination to Provider. Upon termination, Provider shall be entitled to compensation for Services performed up to the effective date of termination, unless this Agreement is terminated for cause, in which case, City may withhold compensation due Provider in order to reimburse City for any losses, damages or expenses caused by Provider’s default under this Agreement.

8. Equal Opportunity Employment. Provider represents that it is an equal opportunity employer and it shall not discriminate against any sub provider, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

Initial: City Provider

Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Provider shall also comply with all relevant provisions of City’s programs or guidelines currently in effect as identified and provided to Provider by City.

9. Insurance Requirements.
a. Provider, at Provider’s own cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies. i. Workers Compensation Coverage. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury or disease. ii. General Liability Coverage. Insurance Services Office (ISO) Form CG 0001, including products and completed operations, with limits of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be TWO MILLION AND NO/100 DOLLARS ($2,000,000), twice the required occurrence limit. iii. Automobile Liability Coverage. ISO Form Number CA 0001 covering any auto (Code 1), with a limit no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury and property damage. iv. Professional Liability Coverage. Contractor will maintain Professional Liability coverage with limits no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per occurrence or claim, and TWO MILLION AND NO/100 DOLLARS ($2,000,000) policy aggregate.
b. If Provider maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Provider. c. Provider’s insurance policies shall be “occurrence” policies and not “claims-made” coverage except for Professional Liability Coverage. d. Provider may maintain an Umbrella policy in conjunction with the insurance policies referenced above. In such case, Provider shall be deemed to have satisfied the insurance requirements of this contract as long as:
a. the coverage limits of the Umbrella policy and of the underlying liability policy(ies), when combined, satisfy each of the per occurrence and aggregate Initial: City Provider

requirements identified in this subsection a.; and
b. coverage under the Umbrella policy is as broad as and includes all incidents and events covered by the underlying insurance that it supplements. e. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require Provider to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Alternatively, the City may require Provider to provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the retention. f. The policies are to contain, or be endorsed to contain, the following provisions:
a. The City and its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of Provider including materials, parts, or equipment furnished in connection with such work or operations; products used by Provider; or automobiles owned, leased, hired or borrowed by Provider. General liability coverage can be provided in the form of an endorsement to Provider’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. b. For any claims related to this contract, Provider’s insurance coverage shall be primary insurance as respects the City and its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City and/or its officers, officials, employees, or volunteers shall be in excess of Provider’s insurance and shall be noncontributory. c. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
g. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.
h. Provider shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
i. Provider hereby grants to City and its officers, officials, employees, and volunteers a waiver of any right to subrogation which any insurer of Provider may acquire Initial: City Provider

against the City and/or its officers, officials, employees, and volunteers by virtue of the payment of any loss under such insurance. Provider agrees to obtain endorsements necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. j. The City reserves the right to modify the insurance requirements contained in this contract, including, without limitation, coverage limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

10. Indemnification. To the fullest extent allowable by law, Provider agrees to indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against all claims, demands, actions, injuries, liabilities, losses, costs or damages, direct or indirect, and any and all attorneys’ fees and other expenses which City or its officials, officers, employees, agents or volunteers may sustain or incur as a consequence of or are in any way related to Provider’s or its owners, directors, officers, managers, employees, agents and subcontractor’s willful or negligent acts or omissions in the performance of the services and Providers responsibilities and obligations to be performed under this agreement or its failure to perform or comply with any of its obligations or responsibilities contained in this agreement; excluding, however, such liability, claims, losses, damages or expenses arising from City’s sole or active negligence or willful acts. This duty to indemnify, defend, and hold harmless shall survive the termination of this agreement. If Provider maintains additional coverage or higher limits than those required herein, then City shall be entitled to additional coverage or higher limits maintained by Provider.

11. Independent Contractor Status. It is understood and agreed that Provider, in the performance of the Services to be performed pursuant to this Agreement, shall act as and be an independent contractor and shall not act as an agent or employee of City. Provider shall obtain no retirement benefits or other benefits which accrue to City’s employees and Provider hereby expressly waives any claim it may have to any such rights. Nothing in this Agreement shall create or be construed as creating a partnership, joint venture or any other relationship between City and Provider.

12. Provider’s Books and Records.
a. Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Provider under this Agreement.
b. Provider shall maintain all documents and records that demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

Initial: City Provider

c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City. Copies of such documents shall be provided to the City for inspection at the City offices.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Provider’s business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in the City offices. Access to such records and documents shall be granted to any party authorized by Provider, Provider’s representatives, or Provider’s successorin-interest.

13. Professional Ability of Provider. City has relied upon Provider’s representations regarding its training and professional ability to perform the Services hereunder as a material inducement to enter into this Agreement. Provider shall therefore provide properly skilled personnel to perform all Services under this Agreement. The primary provider of the Services called for by this Agreement shall be [NAME] who shall not be replaced without the written consent of the City. All work performed by Provider under this Agreement shall be in accordance with the applicable professional standard of care and shall meet the local professional standard of quality ordinarily to be expected of competent persons in Provider’s field of expertise working in Fresno County.

14. Compliance with Laws. Provider shall use the proper standard of care in performing the Services and shall comply with all applicable federal, state and local laws, codes, ordinances and regulations in effect at the time the Agreement is executed. In addition, if the request for proposal to provide professional services which are the subject of this Agreement cited any federal or state financial assistance involved in the project for which the Services are provided, the Provider shall perform all services in accordance with all applicable federal and state laws, rates and regulations in effect at the time the agreement is executed.

15. Licenses. Provider represents and warrants to City that it has all licenses, permits, qualifications, and insurance which are legally required of Provider to lawfully and competently perform the Services. Provider represents and warrants to City that Provider shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and insurance which are legally required of Provider to lawfully and competently perform the Services. Provider shall maintain a City of Coalinga business license.

16. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Provider. Assignments of any or all rights, duties or obligations of the Provider under this Agreement will be permitted only with the express written consent of the City, which will not be Initial: City Provider

unreasonably withheld. Provider shall not subcontract any portion of the Services to be performed under this Agreement without the express written consent of the City, which will not be unreasonably withheld. If City consents to such subcontract, Provider shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall: (1) create any contractual relationship between City and sub Provider; (ii) create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor; (iii) or relieve Provider of any of its obligations and responsibilities under this Agreement.

17. Attorneys’ Fees. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other reasonable relief to which he may be entitled. With respect to any suit, action or proceeding arising out of or related to this Agreement, or the documentation related hereto, the parties hereby submit to the jurisdiction and venue of the Superior Court for the County of Fresno, State of California for any proceeding arising hereunder.

18. Sole and Only Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the matters set forth herein and contains all of the covenants and agreements between the parties regarding said matters.

Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or in writing, have been made by any party or anyone acting on behalf of any party which are not embodied in this Agreement and no other agreement, statement or promise shall be valid or binding.

19. Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

20. Amendment. No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

21. Governing Law. This Agreement shall be construed and governed pursuant to the laws of the State of California. Any action to enforce this Agreement is to be brought in Fresno County, California.

22. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

23. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties Initial: City Provider

are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE (“JAMS”) or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

24. Authority to Enter Agreement. Provider has all requisite power and authority to conduct its business and to execute, deliver and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

25. Notice. Except as otherwise expressly provided herein, any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile or e-mail if receipt is acknowledged by the addressee, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three business days after being mailed by first class mail, charges and postage prepaid, property addressed to the party to receive such notice at the last address furnished for such purpose by the party to whom notice is directed and addressed as follows:

CITY: PROVIDER:

City of Coalinga Bureau Veritas North America, Inc.
155 West Durian 1411 Marsh St, Suite 107
Coalinga, California 93210 San Luis Obispo, California 93401 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the day and in the year first set forth above.

CITY OF COALINGA, a Municipal Corporation
By:

Sean Brewer, City Manager

PROVIDER
By:

Richard Henrikson, P.E., LEED AP
Vice President
Initial: City Provider

APPROVED AS TO CONTENT: ATTEST:

Jesse Barron City Clerk/Deputy City Clerk
Assistant City Manager
Attachments:

Exhibit A – Scope of Work

Exhibit 1 – Scope of Services
City of Coalinga | On-Call Real Property Easement Appraisal, NEgotiation & Acquisition Services Page 16

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Authorize Assistant City Manager to Enter into a Professional Services Agreement with Bureau Veritas North America, Inc. for On-Call Electrical Services Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Jesse Barron, Assistant City Manager
I. RECOMMENDATION:

Authorize Staff to Enter into an Agreement with Bureau Veritas North America, Inc. for on-call Electrical Services.

II. BACKGROUND:

The City periodically requires specialized professional services to support capital improvement projects, infrastructure programs, development activities, and other municipal operations. Establishing on-call professional service agreements allows the City to retain qualified consultants who can provide services on an as-needed basis without requiring the City to conduct a separate solicitation and contracting process for each individualassignment.

The proposed agreements establish the contractual framework under which services may be requested.

Approval of the agreements does not, by itself, authorize any specific scope of work or expenditure.

Individualassignments will be authorized through separate task orders identifying the scope of services, schedule, and not-to-exceed compensation for the specific work requested.

On June 25, 2026 staff issued a request for qualifications for on-callarchitectural services related to Capital Improvment projects. This posting was advertised until July 17th, and two responses were received.

III. DISCUSSION:

Staff recommends approval of BVNA for proposed on-call professional service agreements to provide the City with a flexible and efficient mechanism for obtaining professional services as needs arise. The agreements willallow staff to issue task orders for discrete projects or assignments based on the consultant's qualifications, availability, project requirements, and proposed cost.

Each task order willestablish a clearly defined scope of work, deliverables, schedule, and not-to-exceed fee (Guaranteed Maximum Price). No work will be authorized solely through execution of the master agreement.

Task orders will be reviewed and authorized in accordance with the City's adopted procurement policies, applicable purchasing authority, approved project budgets, and any other applicable legal or funding requirements.

This structure provides the City with access to qualified professional resources while maintaining appropriate fiscaland administrative controls over individualassignments. It also allows the City to respond more efficiently to project needs while ensuring that expenditures remain subject to the City's established procurement and authorization procedures.

IV. ALTERNATIVES:

Authorize the agreement- Recommended
Do not authorize and repost the proposal - Not Recommended.

V. FISCAL IMPACT:

There is no fiscal impact associated with approval of the on-call professional service agreements at this time. The agreements do not guarantee any minimum amount of work or authorize expenditures absent an approved task order.

Any future fiscal impact will result from individual task orders issued under the agreements. Each task order will identify the applicable funding source and GMP and will be authorized in accordance with the City's procurement policy, purchasing authority, and adopted budget. Task orders exceeding staff's delegated authority will be presented to the City Council for approval, as required.

ATTACHMENTS:

File Name Description
BVNA_On-Call_Electrical_Services_Statement_of_Qualifications.pdf BV Electrical On Call Proposal COC_-_BVNA_Professional_On-Call_Services_Electrical_Agreement_Draft.pdf Professional Svc Contract BUREAU VERITAS 1411 Marsh St, Suite 107, San Luis Obispo, CA 93401 P 805.792.1110 | www.bvna.com

CITY OF COALINGA

ON-CALL ELECTRICAL SERVICES
July 17, 2026

CONTACT FOR THE CITY OF COALINGA
Public Works and Utilities Department
155 W Durian Ave
Coalinga, CA 93210
Attention: Jesse Barron

CONTACT REGARDING THIS SUBMITTAL
Richard Henrikson, P.E., LEED AP
Vice President
Bureau Veritas North America, Inc.
1411 Marsh St, Suite 107
San Luis Obispo, CA 93401
949.289.8995
[email protected]
BUREAU VERITAS 1411 Marsh St, Suite 107, San Luis Obispo, CA 93401 P 805.792.1110 | www.bvna.com

1. Introductory Letter ........................................................................................................................ 1

2. Consultant Information, Qualifications & Experience ............................................................ 2

3. Organization and Approach....................................................................................................... 20

4. Scope of Work............................................................................................................................... 30

5. Conflict of Interest Statement .................................................................................................354

6. Litigation........................................................................................................................................ 34

7. Contract Agreement.................................................................................................................... 34

8. Cost Proposal................................................................................................................................ 36 Section Page
BUREAU VERITAS 1411 Marsh St, Suite 107, San Luis Obispo, CA 93401 P 805.792.1110 | www.bvna.com

July 17, 2026
City of Coalinga
Public Works and Utilities Department
155 W Durian Ave
Coalinga, CA 93210
Attention: Jesse Barron
Re: On-Call Electrical Services
Dear Mr. Barron,
On behalf of Bureau Veritas North America, Inc., (BVNA), we are pleased to submit our qualifications to provide on-Call Electrical Services for the City of Coalinga (City). We take great pride in our ability to provide exemplary services to our clients.

BVNA has more than 40 years experience providing assistance to municipalities in California. As a local entity, BVNA has offices in San Luis Obispo, Irvine, San Diego, Los Angeles, and additional satellite offices are throughout the state. This well-positioned team can provide on-call and even emergency assistance for all needs. BVNA has held many similar oncall architecture and engineering contracts for cities and municipalities throughout California, which will leverage into a very accessible partnership for the City.

BVNA offers a full-service electrical engineering experience for the City. We will utilize our in-house team of architects, mechanical, electrical, plumbing, structural and civil engineers; as well as LEED AP qualified energy experts and ADA compliance personnel.

BVNA looks forward to a successful, professional relationship with the City by augmenting the department’s staff, promoting transparency in our work, improving efficiencies and exceeding your expectations. We have included Richard Henrikson, PE, LEED AP, Engineering Technical Director, who is authorized to bind contracts. Alex Maestre, PE, will be the Principal-in-Charge for this electrical engineering contract. Please reach out to Alex with all inquiries regarding this submittal by phone, 925.785.2685 or e-mail, [email protected].

Sincerely,
Richard Henrikson, P.E., LEED AP
Vice President
Bureau Veritas North America, Inc.
1411 Marsh St, Suite 107
San Luis Obispo, CA 93401
949.289.8995
[email protected]

1. INTRODUCTORY LETTER

2. CONSULTANT

INFORMATION,

QUALIFICATIONS &

EXPERIENCE
3 FIRM QUALIFICATIONS AND BACKGROUND
Bureau Veritas North America, Inc., (BVNA) is a multidisciplinary, Architectural & Engineering (A&E) services firm offering technical studies, facility condition assessments (FCA), design, permitting, and assistance during
construction services. BVNA is fully staffed to manage
simultaneous multiple projects of almost any sizes. Our principals and staff can provide commitments of time
suitable to the needs of the City of Coalinga (City) projects.

We have the in-house resources to fully staff City projects without program disruption or cost impact.

BVNA has 4,000 staff in North America, of which about 300 are in California; the majority of that being in Southern California. We pride ourselves on the scheduling, logistics, and mobilization of our staff to provide services at multiple sites on compressed schedules. Our project managers
assemble qualified teams in the project areas quickly. Our teams are familiar with codes governing City projects. We are skilled at completing simultaneous multiple projects and have built-in measures for quality assurance/quality control to complete projects to our clients’ satisfaction.

We consider meetings, communication, scheduling,
management, budget, and quality control to be crucial
elements to each engagement.

In 2019, Bureau Veritas acquired Owen Group LP, an ENR
ranked Top 500 Engineering Firm, Top 500 Green Design
Firm, and Top 100 Construction Management Firm. Owen
Group has provided high quality project management
and design for over 10,000 projects since 1981, and has received more than 50 awards in recognition for its projects.

This partnership has allowed BVNA to expand the benefits provided to its current and future clients by increasing the level of support provided, diversifying service offerings, and enabling its teams to work together to cross-train, tap into subject matter experts, and successfully support innovative and complex projects in Southern California and across the United States. The personnel, experience, and expertise of this group, coupled with BVNA’s access to voluminous resources and well-established brand, will facilitate delivery of unparalleled architectural and engineering design
services.

AREAS OF TECHNICAL EXPERTISE
BVNA has been providing architectural and engineering
services on public agency and private sector projects
for more than 40 years. BVNA’s depth of professional
personnel and experience in providing as-needed services have a.lowed us to successfully meet the consulting
services needs of numerous municipal, federal, state, public school districts, higher education, transportation, and other public agencies with wide variance of project sizes, types, and varying schedules.

We understand that the City’s construction improvement
projects will vary in size, construction value, and necessary disciplines, and that most will be time sensitive. BVNA’s depth of experience providing these services for the City has enabled our professional’s valuable insight how
to effectively manage projects involving new design
and design for renovation, expansions, and upgrades
of buildings, sites, mechanical building systems, and
supporting internal facility systems. BVNA’s Principal
professionals for this City contract bring many years of directly related experience in architectural design and civil, structural, mechanical, electrical, and plumbing engineering design. BVNA’s project manager and discipline leads have each performed or supervised multiple City
projects on as as-needed basis.

BVNA’s professionals are well-versed with the California Building Code, Title 24 codes, building standards and
programs under the Seismic Safety Act, LEED Design
specifications, and other applicable guidelines, which
govern the work BVNA performs.

In addition to our design work, BVNA’s California Registered Architects and Licensed Engineers will be actively
supported by our in-house team members in accessibility compliance specialists (CASp), fire & life safety (FLS) disciplines, commissioning agents (CxA), LEED consultants and energy auditing specialists, estimators, specification writers, procurement specialists, plan and constructability reviewers, software management, construction
management, value engineers, BIM/REVIT, CAD drafting,
and support personnel.

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
4 RELEVANT PROJECT EXPERIENCE

DEPARTMENT OF GENERAL SERVICES -

DEPARTMENT STATE HOSPITALS - COALINGA STATE

HOSPITAL HYDRONIC LOOP REPLACEMENT
Location: Coalinga, CA
Date: Ongoing
Cost: $29,000,000
Project Contact: Randall Mummert
Project Manager
Office: 916.443.9814 | Cell: 916.805.4547
[email protected]
Coalinga State Hospital (DSH Coalinga) has been
experiencing leaking in its underground heating hot water (HHW) hydronic piping distribution system around the
campus. In addition, DSH Coalinga has been interested in extending its underground chilled water (CHW) hydronic
piping distribution system to additional buildings around the campus. To that end DGS, retained Bureau Veritas
North America, Inc. (BVNA) (formerly Owen) to design
replacement of the HHW piping and extensions to the CHW piping.

The project broadly involves replacing the site HHW supply and return piping. The design that has been completed
entails installing direct-buried, pre-fabricated/pre-insulated, Aquatherm Blue Pipe (polypropylene pressure piping with heat fused connections), or equal, from the central plant, around the Coalinga State Hospital campus, to connections at HHW uses, such as air handling unit heating coils.

The places on the main HHW loop where the pipe branches go off to the buildings will have valves on the mains on either side of the piping junction, as well as valves on the pipe branches. The valves will be installed in pre-fabricated or concrete pipe vaults for ease of access.

In addition, valves on the chilled water (CHW) piping at these locations will be similarly installed.
(BVNA) completed the design of the Coalinga State Hospital Hydronic Loop Replacement Project, including the
Preliminary Plans phase, the Working Drawings phase, the Plan Check phase, and the Bidding phase. The project is now in the construction phase. The estimated construction cost is $29,000,000.

Project Manager: Richard Henrikson
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
5 CITY OF CARSON CONGRESSWOMAN JUANITA

MILLENDER-MACDONALD COMMUNITY CENTER

DESIGN FOR SOLAR PV ROOFTOP SYSTEM, NEW

ENERGY EFFICIENT HVAC ROOFTOP REPLACEMENT,

AND ROOFTOP DESIGN
Project Location: Carson, CA
Dates: 2012 Completion
Cost: $190,185
Project Contact: Gilbert Marquez
Senior Civil Engineer
310.830.7600 ext. 1831
[email protected]
The City of Carson implemented a program for greater
energy efficiency and to generate solar electricity at its Congresswoman Juanita Millender-McDonald Community
Center. Funding was provided through the Carson
Redevelopment Agency, and also through the EECBG
program as part of the American Recovery & Reinvestment Act.

BVNA provided comprehensive design and construction
assistance services for the City of Carson to implement 184- kW of rooftop solar photovoltaic panels that provides solargenerated renewable electricity to the community center and to other City buildings. This substantially reduced the City’s utility bills and preserved City funds for other needed projects.

BVNA coordinated the solar installation with two other
vital City projects, also designed by BVNA. These were
the community center roof replacement and rooftop air
handling unit replacements. In so doing, all three projects were completed in a coordinated manner that kept the
new roof warranty intact and minimized disruptions in
the community center activities. BVNA incorporated many other desired improvements in the project to help develop a facility-wide upgrade associated with this project.

All the project components included:
• Installation of solar panels and the overall 184 kW
photovoltaic solar system
• Air handling unit replacements and improvements
• Re-roofing
• Replace Hall ABC Chandelier
• Replace/upgrade changeable message sign/marquee
• Audio/visual equipment for Hall ABC and meeting
rooms (LCD projectors, screens, CVD players,
microphones, and sound systems)
• Replace existing cooling tower
• Upgrade existing building management system
• Replace existing boiler and chiller expansion tanks,
upgrade water meters
• Upgrade existing North and East parking lot lights to LED
• Replace existing flush valves with automatic flush
valves in all rest rooms
• Install lighting occupancy sensor systems in meeting
rooms and offices
• Replace Senior Kitchen and Hall ABC water heaters with 3 tankless water systems
• Replace existing sandstone tile at east entrance and
patio/walkway between Carson Dominguez Room and
Community Center with monolithic, smooth finish
and connect existing community center roof drains to
subsurface drains.
• Replace existing sandstone tile at east entrance and
patio/walkway between Carson Dominguez Room and
Community Center with monolithic, smooth finish
and connect existing community center roof drains to
subsurface drains.

Project Manager: Richard Henrikson
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
13 2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE

CITY OF LOS ANGELES ON-CALL ARCHITECTURAL

AND ENGINEERING SERVICES
Project Location: Los Angeles, CA
Dates: 2017-ongoing
Project Contact: Richard Telles
Project Manager
213.473.7961
[email protected]
BVNA is under contract to provide on-call engineering
assessment and design services for three separate City of Los Angeles departments, the General Services Department (GSD), Recreation and Parks (RAP) and Department of
Disability (DoD). Relevant projects include:
• DOT Communications Hub Enclosure
• Mt. Lee Underground Bunker Waterproofing
• Police Dept. Electrical & Communications Assessment
of 16 LAPD Towers
• Cypress Library PV Solar
• LA Zoo - Langur Pavilion Exhibit Renovation
• LA Zoo - Langur Exhibit Fence and Support Analysis and Design
• LA Zoo - New, Stand-Alone HVAC System for the
Gottlieb ANI CTR/CT Scanner Area
• Griffith Park - Fern Dell Crosswalk and Safety Project • Hazard Park Improvements Project
• CASp Self Evaluation and Transition Plan at many
Facilites/Parks
• City of Los Angles North Calley City Hall Renovation
Project
• Art Gallery and Library and Barsdale Park
• Replacement Electrical Services and Meter at the
Existing Telocommunication Hub at the Hollywood
Police Station
• Electrical Hub Design for New Fire Station No. 6
• Restroom Hand Dryers Project at 1149 S. Broadway, Los Angeles, CA
• Lankershim Art Center Structural Retrofit
• City of Los Angeles Emergency Operation Center
Generator Seismic Stabilization
• Dickens Senior Center in Sherman Oaks
• Upgrade of Structural Framing System for the Shooting Range for New Target System at the Edard M. Davis
• Echo Park, Palm Design
• Reseda Theater Building
• Sun Valley Youth Center
• Los Angeles Mall Fence Design
• Marvin Braude Building Standby Generator Feasibility
Study
• City of Los Angeles Water Jet Project
Project Manager: Richard Henrikson
[email protected]
14 2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE

ORANGE COUNTY PUBLIC WORKS COUNTY

OPERATIONS CENTER - HVAC MODERNIZATION,

CENTRAL PLANT REPLACEMENT, AND TENANT

IMPROVEMENTS
Project Location: Santa Ana, CA
Dates: 2021 - 2023
Project Contact: Randy Quillman
Project Manager III, OC Public Works
714.647.3949
[email protected]
Bureau Veritas North America, Inc. (BVNA) currently has an on-call architectural and engineering services contract with Orange County Public Works. One of the projects
undertaken by Bureau Veritas was the HVAC Modernization, Central Plant Replacement, and Tenant Improvements
(TI) of the three large buildings (A, B, and C) of the County Operations Center (COC) campus in Santa Ana, California.

BVNA was tasked with renovating the first, second and third floors of the County Operations Center Buildings A and B, located at 1300 S. Grand Avenue in Santa Ana, California.

That work has been completed and BV is now doing the
design for the TI and HVAC modernization of Building C.

In Building A, the air handling units and air handlings systems were redesigned and replaced. Energy
management system controls were implemented.

In Building B, both HVAC modernization and TI were
designed by BVNA. Three large air handling units were
replaced and modern air handling systems, including
ductwork and variable air volume (VAV) systems and
controls were implemented. In addition, the first floor central plant, which serves the entire campus was designed for replacement. This included two 300-ton, highlyefficient, oil-free, frictionless, maglev chillers with VFDs. It also included new boilers, pumps, cooling towers, pipes, and energy management system.

The architectural TI was a sophisticated process that
entailed moving the building user groups to other floors while TI was constructed. For example, the occupants
of the second floor, OC Vets and others, moved to the
newly renovated first floor once it was done. The OC Vets reception area is in the extended and renovated first floor area, which was originally mostly storage/warehouse,
underneath the outdoor terrace area that leads into the main building entrance. The OC Vets reception area now
has its own entrance from the lower level of the outside.

The County Registrar of Voters and other user groups were similarly shifted to alternate spaces to accommodate
TI construction while second and third floor HVAC
modernization and TI were implemented. Power, lighting, and fire alarm system upgrades, as well as restroom ADA upgrades, new floor and wall finishes, and new ceilings, were also included in the overall modernization scope.

Project Manager: Richard Henrikson
[email protected]
15 ORANGE COUNTY PUBLIC WORKS ON-CALL

ARCHITECTURAL AND ENGINEERING MASTER

CONTRACT
Project Location: Orange, CA
Cost: $1,500,000
Project Contact: Rick De Jong
Project Manager
714.647.4966
[email protected]
The County issued BVNA a Master Contract to supplement
its own internal staff. As an extension to the County and a the lead of the design team, BVNA is providing all phases of architectural (interior, full building, space planning, swing moves) and engineering (civil, structural, mechanical,
electrical, plumbing, and more), drawings, specifications, cost estimates, and building facility condition assessments, commissioning, as well as manage subconsultant providing such services as landscape architects, data consultants, security consultants, controls engineers, geotechnical, hazardous materials assessments, etc. BVNA professionals perform site investigations which may lead to projects
including the following: tenant office improvement;
building interior alteration; regional park facility, picnic shelter refurbishment, various improvement; miscellaneous library improvement, entry plaza re-design; building
exterior repair, improvement and/or addition; restroom
construction and/or restoration; ADA compliance and
improvement; various roof systems replacement; exterior door and storefront replacement; existing building MEP
system, seismic and geotechnical risk assessments;
demolition plan with record drawing.

Project Manager: Richard Henrikson
[email protected]

PHOTOVOLTAIC SOLAR AND BATTERY ENERGY

STORAGE SYSTEM AT CYPRESS PARK LIBRARY
Project Location: Los Angeles, CA
Dates: Ongoing
Cost: $1,000,000
Project Contact: Graham Harrison
C&M Supervisor II
213.923.3102
[email protected]
Bureau Veritas North America, Inc. (BVNA) designed the
photovoltaic (PV) solar and battery energy storage system (BESS) at Cypress Park Library at 1150 Cypress Ave, Los Angeles CA 90065. This is part of the City of Los Angeles’ overall Decarbonization Program.

The project entails installing 72.6 kW DC of new roofmounted PV solar panels. The PV arrays are connected via DC wiring, routed across the rooftop, down the exterior wall to two new 90 kW AC / 266 kWh outdoor-rated Fortress Power Espire Mini BESS cabinets, installed on grade
adjacent to the building within a walled enclosure. The PV arrays are directly coupled with the integrated inverter at the BESS. This combined system includes an integrated
microgrid controller that allows the generation and storage of renewable energy, load shifting, peak shaving, and
backup power functionality during utility power outages.

The project also includes retrofit and modifications to the existing electrical service switchboard to install a new 600 amp circuit breaker on the load side of the switchboard.

The design of this project was completed in 2025.

Construction is scheduled for completion in 2026.

Project Manager: Ishaq Ameen
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
16 2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE

LOS ANGELES COUNTY METROPOLITAN

TRANSPORTATION AGENCY (METRO) - METRO

CENTER STREET PROJECT (MCP) EMERGENCY

SECURITY OPERATIONS CENTER (ESOC)
Project Location: Los Angeles, CA
Dates : January 2020 - June 2025
Project Contact: Sangjun Lee, PE, CCM
Director, Engineer
213.364.0354
[email protected]
The Metro Center Street Project (MCP) was a $120 million design/build project that Bureau Veritas North America, Inc.

BVNA designed in partnership with SJ Amoroso General
Contractors. This one-story, 26,000 square foot Essential facility serves as Metro’s Emergency Operations Center
(EOC) and Security Operations Center (SOC), which is the nerve center for Metro’s bus and rail operations throughout Los Angeles County. It is especially designed to serve as the Emergency Operations Center (EOC) in the event of a disaster, either natural or man-made.

The program provides a critical facility for effective
emergency prevention and responsiveness. The MCP is
intended to protect civic welfare and enable the continuous operation of Metro’s vehicles and infrastructure. The MCP serves as the primary location for day-to-day emergency, security, and law-enforcement operations for Metro. It
improves day-to-day operational continuity, enhances
Metro’s situational awareness, and boosts its response
capabilities about disasters and terrorism. Moreover, the facility has redundant power and water sources in case of a catastrophic event.

Metro’s goal has been to improve emergency and security operations with a heightened state of alertness and create a facility that meets current physical security standards.

Metro recognizes the need for security improvements
that enhance transit traffic monitoring systems,
operational monitoring systems, communication network
infrastructure, access control of the facility, and emergency management systems of the Emergency Operations Center
(EOC) and Security Operations Center (SOC).

The MCP ESOC came online in 2025 as scheduled, well
in advance of the 2026 FIFA World Cup and the 2028 Los
Angeles Olympics. The MCP ESOC achieved Leadership in
Energy and Environmental Design (LEED) Gold Certification.

Project Manager: Imranullah Shaik
[email protected]
17 MEP SYSTEMS RENOVATION OF THE GETTY
BUILDING AT 640 N. SEPULVEDA BLVD.

Project Location: Los Angeles, CA
Years: 2024 - Ongoing
Cost: $10,000,000
Project Contact: Michael P Jordan, PE, CEM, LEED AP
Manager of Engineering
Phone: 310.440.7775
Email: [email protected]
Bureau Veritas North America, Inc. (BVNA) was retained
by the John Paul Getty Trust in 2022 to assess existing mechanical, electrical, and plumbing (MEP) system in the Getty Building at 640 N. Sepulveda Blvd, Los Angeles, CA.

The building has 47,832 square feet of area spread over two stories, as well as two levels of subterranean garage. Based on the results of this assessment, the John Paul Getty Trust and HKS Architects retained BVNA in 2024 to design the
comprehensive replacement of the building’s mechanical
(HVAC), electrical, and plumbing systems with the intent of making this an all-electrical, non-fossil fuel, Net Zero Energy (NZE) building. To be an NZE building means that the
building consumes no more energy than it produces.

The HVAC / Mechanical systems / Renewable energy
systems include the following:
• New 105-ton electric heat pump (three 35-ton modules) for simultaneous generation of chilled water (CHW) and
heating hot water (HHW).
• Air handling units (AHUs), including supply/return fans, filter racks, cooling coils, and economizer sections.
• Air distribution systems with terminal reheat, variable air volume (VAV) boxes where applicable.
• Variable flow CHW piping distribution and connections to AHUs, including CHW piping.
• Variable flow HHW piping distribution to terminal
reheat coils at VAV boxes.
• Garage ventilation systems improvements.
• New building automation system.
• 80 kW AC / 92.25 kW DC of rooftop solar photovoltaic
(PV) panels, sized based on potential net zero energy
(NZE) considerations for the building.
• 125 kW / 560 kWh battery energy storage system (BESS), which combined with the PV solar and integrated
microgrid controller, allows the generation and storage of renewable energy, load shifting, peak shaving,
and backup power functionality during utility power
outages.
• LED lighting throughout with comprehensive lighting
controls, and daylight harvesting.

The design of this project was completed in 2025.

Construction is scheduled for completion in 2026.

Construction cost is estimated at $10,000,000.

Project Manager: Richard Henrikson
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
18 ORANGE COUNTY WASTE & RECYCLING (OCWR)

ARC FLASH STUDY & ELECTRICAL MAINTENANCE

PROGRAM (EMP) DEVELOPMENT
Project Location: Orange County, CA
Dates: 2025 - ongoing
Engineering Cost: $517,600
Project Contact: David Ho
Project Manager
[email protected]
Orange County Waste & Recycling (OCWR) is establishing
a comprehensive Electrical Maintenance Program (EMP)
across its regional landfill operations, with BVNA contracted to develop and implement this initiative. The project
encompasses five active and closed landfill sites (Prima Deshecha, Frank Bowerman, Olinda Alpha, Santiago
Canyon, and Coyote Canyon) and is based on NFPA 70B
standards. The EMP represents a proactive approach to
managing electrical systems and equipment, aimed at
identifying potential issues before they escalate into major problems while promoting safe and reliable operations
across all facilities.

BVNA is conducting comprehensive onsite data collection, including visual inspections of transformers, switchgear, breakers, and other electrical equipment, supplemented
by infrared scanning services. The firm is developing a complete arc flash study using ETAP software, incorporating short circuit analysis, protective device coordination
studies, and arc flash hazard analysis in accordance
with IEEE 1584 and NFPA 70E standards. This analysis
includes calculations for incident energy values, arc flash boundaries, and working distances for all major electrical equipment, from utility connection points through motor control centers, switchboards, and distribution panels
down to 120/208/240V sub-panels and local equipment
disconnect switches.

Deliverables include updated single line diagrams (SLDs) in AutoCAD & PDF format with standardized equipment
tagging, a comprehensive master asset list with equipment specifications and equipment condition assessment (1-3
scale), and a comprehensive arc-flash hazard analysis
report with associated arc-flash warning labels. The EMP development will establish preventive maintenance
requirements and frequencies covering visual inspection, cleaning, lubrication, and electrical testing, as well
as predictive maintenance protocols using advanced
technologies such as infrared thermography, ultrasonic
analysis, motor circuit analysis, and vibration analysis—all organized in a maintenance matrix tailored to OCWR’s
specific equipment and asset condition assessment ratings.

Project Manager: Alex Maestre
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE
19 BP PULSE NATIONAL EV CHARGING PROGRAM
Project Location: Various locations across the U.S.

Dates: ongoing
Project Contact: Michael Wilson, PG, PMP
EV Project Manager
[email protected]
Design for Electrical Vehicle charging infrastructure and EV charging stations for light and heavy-duty vehicles at multiple locations throughout the United States. BVNA
provided electrical, architectural, civil, structural and project management. The designs were performed based
on client provided design standards and were adjusted for site-specific instances. Tasks included site validation, utility coordination, site host/landlord coordination, ADA analysis, commissioning support, permitting, cost estimating,
solar canopies, BESS, vendor coordination and full A&E
documents.

Project Manager: Alex Maestre
[email protected]
MN8 ENERGY EV CHARGING PROGRAM
Project Location: Various locations across the U.S.

Dates: ongoing
Project Contact: Elena Shchekleina
EV Project Manager
[email protected]
Design for Electrical Vehicle charging infrastructure and EV charging stations at multiple locations throughout the United States. BVNA provided electrical, architectural, civil, structural and project management. Tasks included site validation, utility coordination, site host/landlord coordination, commissioning support, permitting, cost
estimating, vendor coordination and full A&E documents.

Project Manager: Alex Maestre
[email protected]

2. CONSULTANT INFORMATION, QUALIFICATIONS & EXPERIENCE

3. ORGANIZATION AND

APPROACH
21 3. ORGANIZATION AND APPROACH

APPROACH TO THE PROJECT
Project Execution:

BVNA approaches each project with a fresh set of ideas and a unique, comprehensive team arrangement which caters
to the project type. The firm has assembled a diverse team to deliver the On-Call Electrical Services requested by the City. Project scope, budgets, and schedules, including
milestone work delivery schedules, are developed through a detailed task/hour work plan for specific tasks and level of effort to meet individual project requirements. BVNA’s work plan will identify the firm’s technical roles as required for each specific assignment from the City. As with any project undertaken, BVNA performs quality control reviews at every phase.

BVNA’s design approach emphasizes continuous
communication between the design team and the City.

The firm believes in providing value for every dollar the City spends in design and construction. As a result, BVNA is continuously reviewing design assumptions, material
selection, and equipment to provide maximum value. The
firm’s personnel constantly review its details to ensure they are constructible. BVNA typically starts all of its projects with site surveys to ascertain existing building systems.

The firm’s design process is a team approach which
encompasses the owner, users, peer reviewers, agencies, and the design team.

I. Pre-Design Services
Upon notice to proceed, BVNA’s experienced in-house staff will collect and review all relevant data for the City’s task order. In order to meet the City’s expectations and ensure project success, each team member will have a clearly
defined role and set of responsibilities. BVNA will also set up a communication protocol within its internal team to eliminate any duplication of effort and/or confusion. The firm will also set up a direct line of communication between the BVNA Project Manager and the City’s designated
representative. BVNA recommends the use of a tabular
responsibility matrix defining the roles and responsibilities of each member on the project team. This effort will help identify potential conflicts and omissions of activities before they become issues. It will also allow each team member to see a snapshot of their responsibilities and how they relate to other team members. BVNA will conduct a
project kick-off meeting with the City once the relevant data has been reviewed and the project team is established.

During the meeting, the firm shall review the project’s goals and objectives, scope, budget, schedule, and deliverables.

BVNA will collect existing plans of the facilities from the City, review each other’s roles and responsibilities, and establish project protocols which foster and facilitate team communication and collaboration.

After the kick-off meeting, BVNA’s team will visit the
existing building or site to prepare a summary condition assessment of the site or building and its systems. A
summary report will be issued which identifies project
limitations or opportunities. Once the City has approved BVNA’s narrative, the firm will move into the design
development phase.

II. Design Development
The purpose of the design development phase is to design the project. Based upon the approved narrative, BVNA will develop the design. The firm will also coordinate its plans with the architects and engineers as needed. A table of contents, along with “Part 1 and 2” specifications, will be prepared at this time. BVNA will then meet with the City to review the design and ensure the firm has met the City’s requirements.

III. Construction Documents
During the construction document phase, BVNA will
finalize the working drawings and specifications and set forth, in detail, the requirements for construction of the entire project. Title 24 and calculations are refined during this task and Part 3 of the specifications, “Construction Execution,” is developed. Performing another thorough inhouse quality check of its work, the firm will provide a final coordination check of all disciplines to ensure it coordinates with all systems.

By this stage of document development, all unique
characteristics of the site and building have been identified and the standard details required for construction will be inserted into the drawings. Equipment sizing is verified and a complete set of drawings, specifications, and calculations will be provided for plan check approval. BVNA will meet with the plan checker and respond to his/her questions
and comments. The firm will then revise its drawings and specifications.
22 3. ORGANIZATION AND APPROACH
IV. Bidding and Construction Assistance
BVNA will assist the City through the bidding process, as well as in the preparation of contract documents and in making recommendations. The firm will also participate in bid conferences and respond to RFIs. BVNA will review shop drawings and provide clarifications to the contractor during construction. Upon completion of construction, the firm will review the contractors’ as-builts for approval.

V. Commissioning
BVNA provides a fully detailed commissioning process
to help clients obtain more value from their investment.

Commissioning of facilities involves a complex range
of skills. When an owner has made a significant capital investment, it is important to ensure that the planned
benefits are achieved quickly and that facilities come into operation smoothly.

At BVNA, we offer a broad range of commissioning services tailored to maximize value for our clients’ investments. Our portfolio encompasses four primary areas.

Our Enhanced Commissioning Services serve various
markets and extend to both energy-consuming systems
like HVAC, lighting, and renewable energy, as well as
non-energy related systems such as low voltage, A/V, and access control. We place an emphasis on quality assurance, control, and energy efficiency. Our dedicated experts create bespoke plans, conduct meticulous tests, and address
potential deficiencies. This ensures projects remain on schedule and that each client receives tailored results aligning with their unique needs.

We provide Building Enclosure Commissioning Services,
focusing on enhancing the performance and longevity
of a building’s envelope. Our services are designed to
offer peace of mind to our clients by eliminating risks such as rainwater intrusion from the building envelope
or fenestration and ensuring high-performance thermal
insulation. Our seasoned architects play a crucial role in this service, thoroughly assessing enclosure systems against industry standards. Their expert knowledge and experience allow us to deliver robust enclosure commissioning,
strengthening buildings against potential environmental impacts, enhancing occupant comfort, and bolstering
energy efficiency.

Our Monitor-Based Commissioning (MBCx) Services aim
to optimize facility performance, boost energy efficiency, and enhance occupant satisfaction. Utilizing building
automation system data, we pinpoint opportunities for
improvement and provide actionable recommendations.

Our ability to remotely access systems reduces disruptions, potential repair costs, and ensures optimal conditions.

Our Re-Commissioning and Retro-Commissioning Services
focus on enhancing the efficiency of existing buildings, yielding significant cost benefits and energy savings. We conduct comprehensive facility assessments to identify
and rectify inefficiencies and system failures, allowing us to offer tailored solutions. Collaborating closely with building owners and facility managers, we enhance system performance, occupant comfort, and energy efficiency,
guaranteeing the maximum return on investment.

Miscellaneous Internal Tasks
Throughout the design phase, BVNA’s Project Manager will meet with the City’s team weekly to review the schedule and production progress, resolve issues, and provide
guidance for the following week’s work. The firm’s Project Manager will meet with the City’s designated representative frequently to discuss issues as they arise and keep the City informed of the overall status of each project. At every meeting with the City, BVNA will ensure notes are kept and meeting summaries distributed within 48-hours. Every
site visit attended by BVNA will be followed by a site visit report which will be distributed within 48 hours of each meeting and include photo documentation of progress and issues discussed. The firm’s operations manager reviews the master design schedule every two weeks to ensure
City deadlines are met. The quality control process BVNA has put in place has been designed to catch errors as the design progresses and not during construction which
results in delays and added costs.

Services Overview: ADA Compliance
BVNA’s work in ADA compliance includes multiple
municipalities, transportation agencies, and other clients and is a testament to its quality service delivery throughout the discipline. Title II of the ADA has significantly impacted public spaces and public buildings and building systems design stating no one can be denied access to public
services because of their disability. New amendments
require modifications for nearly every newly constructed or renovated public space to be used by those with
disabilities.
23 3. ORGANIZATION AND APPROACH APPROACH
As a result, the design process has extended beyond the stereotypes of ADA compliance, which include upgrades
of parking lots and ADA accessible ramps. In addition to compliance, there are new demands for sustainability,
efficiency, hygiene, durability, and aesthetics. Structural, civil, mechanical, electrical, and plumbing engineering have become an integral part of the process of a public facility becoming ADA compliant. Engineering design is
now required for such elements as curbs and sidewalks,
elevators and escalator transportation, security and fire alarm systems, mechanical door systems, and plumbing
design for restroom facilities, to name a few.

Certified Access Specialists (CASp)
California’s Certified Access Specialist (CASp) program is designed to meet the public’s need for experienced,
trained, and tested individuals who can render options as to the compliance of buildings and sites with State codes and regulations and American’s with Disabilities Act (ADA) for accessibility.

BVNA’s CASp team will provide complete design and
inspections for the City’s projects. The firm has CASp
certified individuals who are able to respond to the needs of the City rapidly. BVNA currently provides CASp certified individuals to multiple jurisdictions in California to meet the requirements of SB 1608.

Additionally, BVNA can provide ICC Certified accessibility plans examiners and inspectors who routinely conduct
accessibility reviews on projects throughout the State from minor restroom upgrades to significant ADA compliance
improvements.

Project Execution: ADA Compliance Services
BVNA’s knowledge and experience with obtaining
information in an effort to perform a comprehensive
ADA compliance review begins with taking inventory and
obtaining all necessary documents and materials from the City. Additional processes and tasks are outlined below.

Inventory and Analysis
• BVNA will identify and obtain all necessary documents and materials from the City and other sources to
conduct the Assessment
• BVNA will thoroughly review all applicable City and
regulatory agency policies and procedures related to
accessibility
• BVNA will meet with the ADA Advisory team to explain
the ADA program which includes a timeline as well as
set expectations
ADA Assessment
• BVNA will develop procedures and forms to conduct
the Assessment
• BVNA will compile draft and final Assessment reports
Conduct Survey and Barrier Assessment
• BVNA will conduct surveys of all public facilities which provide programs, services, activities, and access to
the public, per State Title 24 Building Code and the 2010 ADA Standards (ADAS) and Federal ADA Accessibility
Guidelines (ADAAG).
• Facility Report – BVNA will develop reports for each
site and building, identifying items which limit physical access to individuals with disabilities to public areas where program, services or activities take place. The
report will include a feasible solution, cost estimate for the removal of each barrier, and the priority level of the project.
• Facility Diagrams and Inventory – BVNA will utilize floor plans and include as facility diagrams of the surveyed
areas in its reports. Diagrams will note the location of the accessibility barriers.

What the City Can Expect from BVNA
BVNA’s staff includes California State Licensed Architects, Structural Engineers, Mechanical Engineers, Electrical
Engineers, and ADA and CASp specialists who are prepared to deliver on all required components of the requested scope of work.
• Documented internal policies and procedures
• Maintenance of forms and documents on behalf of the
City
• Electronic project tracking using the firm’s web based document control system
• Availability to serve any City clients as directed
• Ability to schedule face-to-face meetings with project team members at the firm’s local office within 48 hours of the request
• Regular transmittal of activity to City staff
• Up-to-date files kept at the BVNA offices until
transferred to the City
• Ability to assign quality, multi-faceted staff to the City 24 EXPERIENCE OF PROPOSED STAFF
BVNA has assembled a team of experts who are equipped to deliver exemplary services associated with the provision of On-Call Electrical Services to the City. Each individual brings a wealth of knowledge. They have been specifically chosen for their experience in performing the required scope of work detailed in the request as well as their extensive list of certifications and licenses. The organizational chart below depicts lines of communication and areas of work for each professional.

Additionally, resumes for staff assigned to the City are included on the following pages. Resumes indicate the extent of training received and examples of where said team members have been assigned to similar projects.

All key personnel currently have a workload under 60%, making them available to carry out the requirements of this OnCall Electrical Services project. The management team will be working directly on this project.

Management
Richard Henrikson, PE, LEED AP
Engineering Technical Director
Alex Maestre, PE
Director of Electrical Engineering,
Project Manager
Project Team
Electrical Engineers
Alex Maestre, PE
Khwaja Afrin, PE
Aria Ansari, PE
Maged Loka
Mechanical/Plumbing
Engineers (if needed)
Richard Henrikson, PE, LEED AP
Joshua Miller, PE
Michael Cort
Civil Engineers (if needed)
Orland Obtera, EIT, LSIT
Structural Engineering
(if needed)
Nader Namdar, SE, PE
Ghazaleh Gonzales, PE
Architecture (if needed)
Michael McDonald, AIA
Hong Wong, RA
Casey Kysoth, LEED AP BD+C
City of Coalinga

3. ORGANIZATION AND APPROACH
25 3. ORGANIZATION AND APPROACH
Richard Henrikson, PE, LEED AP, Engineering Technical Director, Lead Mechanical/ Plumbing Engineer

EDUCATION
M.S., Civil Engineering
B.S., Civil Engineering

REGISTRATIONS/

CERTIFICATIONS

LEED AP
CA Registered Mechanical
Engineering, #M22095
CA Registered Civil Engineer,
No. # C33092

TOTAL YEARS OF

EXPERIENCE
40+
Richard has over 40 years of engineering experience in the public and private sectors.

His expertise on mechanical and plumbing infrastructure and building systems encompasses HVAC, plumbing, fire protection, complex central plants, thermal energy storage, chillers, boilers, cooling towers, heat exchangers, and energy management systems. Richard’s experience covers all phases of design, from preliminary/conceptual design through design and construction documents and construction, as well as facility assessment, and sustainability designs. Richard is an expert in energy efficient and sustainable design, implementation of energy management systems (EMS), and compliance management. His sustainable design solutions have often far exceeded the clients expectations and this has earned him recognition a First Place National ASHRAE Energy Award for alternative energy design. He also brings extensive experience in the conceptual design and detailed design of new buildings and modernization of existing facilities. This extends to detailed commissioning of building systems, both interior and exterior.

PROJECT EXPERIENCE:

California Department of General Services (DGS), Coalinga State Hospital Hydronic Loop Replacement. Lead Mechanical & Plumbing Engineer. Provided comprehensive mechanical and structural engineering Preliminary Plans, Working Drawings, and Construction Administration for the development of contract documents for the Coalinga State Hospital Hydronic Loop Replacement. All engineering design was provided in accordance to OSHPD requirements.

Getty Building at 640 N. Sepulveda Blvd, MEP Systems Renovation. Principal, Lead Mechanical & Plumbing Engineer. Designed the replacement of the building’s mechanical (HVAC), electrical, and plumbing systems with the intent of making this an all-electrical, non-fossil fuel, Zero Net Energy (ZNE) building. (Design of electrical power, lighting, fire alarm system, electrical service upgrade, 90 kW PV solar system, 150 kWh battery energy storage system ((BESS), and low voltage systems for the $10 million renovation of the Getty Building at 640 N. Sepulveda, Los Angeles) Judicial Council of California (JCC), Emergency Generator and Emergency Power System Upgrades for the B.F. Sisk Courthouse, Fresno, CA. Lead Mechanical & Plumbing Engineer. Provided comprehensive Architectural & Engineering services for the Judicial Council of California’s Emergency Electrical System Upgrade at the B.F. Sisk Courthouse in Fresno, CA, which involved installing a new emergency enginegenerator system, upgrading power infrastructure, and implementing structural and architectural improvements to support the new emergency power equipment.

Orange County Public Works County Operations Center HVAC Modernization, Central Plant Replacement, and Tenant Improvements, Santa Ana, CA, Project Manager, Lead Mechanical & Plumbing Engineer - Designed both HVAC modernization and TI, replaced and modernized three large air handling units, and renovated the first, second, and third floors of the County Operations Center Buildings A and B.

City of Los Angeles General Services Department, Cypress Park Library. Principalin-Charge, Lead Mechanical & Plumbing Engineer. Design and construction administration services for design of the Battery Energy Storage System (BESS) and Photovoltaic (PV) Solar Panels on the main and sloped roof, and PV panel canopies at the parking lot.
26 3. ORGANIZATION AND APPROACH
Alex Maestre, PE, Director of Electrical Engineering

EDUCATION
B.S., Electrical Engineering

LICENSES/CERTIFICATIONS
CA PE License # E24323

TOTAL YEARS OF

EXPERIENCE
8+
Mr. Maestre is a highly accomplished Electrical Engineer with a proven track record of delivering complex engineering projects across multiple sectors. He is a Licensed Professional Engineer with exceptional academic achievements and comprehensive experience in electrical design, project management, and sustainable infrastructure.

His expertise spans multiple sectors including water/wastewater systems, emergency power infrastructure, and EV infrastructure design. Mr. Maestre is a skilled project manager proficient in tools like AutoCAD, SKM PowerTools, and ETAP, with a strong background in electrical design, code compliance, and sustainable energy solutions.

He has demonstrated leadership in project coordination, technical design, client solutions, and mentoring engineers-in-training, while maintaining a commitment to innovative and reliable engineering practices.

PROJECT EXPERIENCE:

Orange County Waste & Recycling Arc-Flash & EMP Development. Senior Electrical Engineer. Lead electrical engineer and project manager for arc-flash hazard analysis and electrical maintenance program (EMP) development for eleven different OCWR landfill sites. The scope of engineering services provided includes on-site data collection, short circuit study, protective device coordination study, arc flash hazard analysis, arc flash labels, single line diagram review and development, master asset list, and EMP development.

Whole Foods Market Emergency Generator Implementation Program. Senior Electrical Engineer and Project Manager. Generator implementation program for Whole Foods Market spanning more than 50 locations across more than nine different states. The program is operated in a phased approach, starting from a feasibility and due diligence analysis, leading into design and engineering, and culminating in program and construction administration/support services.

Getty Building at 640 N. Sepulveda Blvd, MEP Systems Renovation. Senior Electrical Engineer. Designed the replacement of the building’s mechanical (HVAC), electrical, and plumbing systems with the intent of making this an all-electrical, non-fossil fuel, Zero Net Energy (ZNE) building. (Design of electrical power, lighting, fire alarm system, electrical service upgrade, 90 kW PV solar system, 150 kWh battery energy storage system ((BESS), and low voltage systems for the $10 million renovation of the Getty Building at 640 N. Sepulveda, Los Angeles).

City of Fullerton Community Center Generator Upgrade Project. Lead Electrical Engineer. Lead electrical engineer for the design of a new emergency backup dieselpowered generator at the City of Fullerton’s Community Center building. The design included a 300kW generator with a custom 5-day, sub-base diesel fuel tank. Due to space constraints and the configuration of the existing electrical equipment and system, an automatic throwover controller was used to control normal and emergency power circuit breakers in the modified switchboard, rather than an automatic transfer switch.

British Petroleum (BP) Pulse National EV Charging Program, Lead Electrical Engineer. EV charging station design for various types of sites (destination, forecourt, TA) throughout the country involving DCFC charging equipment. Complete design from utility coordination, service equipment, and complete electrical plans, through permitting, construction administration, and arc-flash hazard analysis. 27 3. ORGANIZATION AND APPROACH
Khwaja Afrin, PE, Senior Electrical Engineer

EDUCATION
BS, Electrical Engineering

LICENSES/CERTIFICATIONS
CA PE License # E22800

TOTAL YEARS OF

EXPERIENCE
14+
Ms. Afrin is experienced in distributed energy generation PV and BESS, electrical power transmission and distribution system, medium voltage substation and utility design work, short circuit, coordination, load flow, arc flash studies, TOV, TRV, LOV, Harmonics study etc. Extensive knowledge of AutoCAD, Revit, CDEGS, Win IGS, PSCAD, PSS/E, PSLF, PLS CADD, EMTP/ATP, ASPEN, SKM PTW, Easy Power, Power Factory, PVSyst, Helioscope, AGI32, and Microstation.

PROJECT EXPERIENCE:

Orange County Waste & Recycling Arc-Flash & EMP Development at Prima Landfill and Coyote Canyon Sites. Senior Electrical Engineer. Senior electrical engineer for arc-flash hazard analysis and electrical maintenance program (EMP) development for eleven different OCWR landfill sites. The scope of engineering services provided includes on-site data collection, short circuit study, protective device coordination study, arc flash hazard analysis, arc flash labels, single line diagram review and development, master asset list, and EMP development.

NAVFAC Hawaii, Consolidated Electrical Distribution System Power Flow Study, Pacific Missile Range Facility, HI. Electrical Engineer. Designed a comprehensive power plant renovation package at Makaha Ridge that replaces aging engine-generator sets with EPA Tier 4-compliant units and reconfigures the electrical distribution system from a radial to a dual-feed loop configuration to improve efficiency and capacity.

Guam Joint Consolidated Communications Center, Andersen Air Force Base, Guam. Electrical Engineer. Provided comprehensive engineering support for a distribution system upgrade, including basis of design documentation, front-end planning through construction phases, onsite project management, procurement assistance for 12.4 kV feeder circuits, and site investigation with cost estimation.

Usace Honolulu, Repair North Drainage and Repair Secondary Electrical Lines and Telecommunication, Pohakuloa Training Area, HI. Electrical Engineer. Developed electrical system repair documentation including drawings, specifications, and design analysis with a detailed SKM model to perform relay coordination, arc flash, and load flow studies, along with cost estimation.

Various Commercial, Industrial, and Multi-Residential Projects. Electrical Engineer. Produced electrical drawings for various multi-residential, commercial, industrial projects all over the United States. Coordinated with utilities and other disciplines from project conception to construction.

Leading Food Processor, Medium Voltage Substation, Switchgear, and Distribution Upgrade, Northeaster U.S. Electrical Engineer. Designed a new 69 kV/12.4 kV substation with switchgear upgrades and provided on-site construction administration to oversee equipment installation, power feed transfers, and decommissioning of obsolete electrical equipment while maximizing operational uptime. Delivered recommendations for improved design, coordination, and incident energy reduction of the medium voltage distribution system.

Hawaiian Electric Company. Electrical Engineer. Designed various Substation equipment replacement, Meter Upgrades, Lighting Protection System Design, Grounding Studies.
28 3. ORGANIZATION AND APPROACH
Aria Ansari, PE, Senior Electrical Engineer

EDUCATION
MS, Electrical Engineering

LICENSES/CERTIFICATIONS
CA Registered Electrical Engineer:
#E 23582

TOTAL YEARS OF

EXPERIENCE
9+
Mr. Ansari is a detail-oriented Electrical Engineer with 9 years of comprehensive experience in managing and designing medium and low voltage electrical systems across diverse sectors, including healthcare, commercial, and education. He is committed to delivering innovative engineering solutions that enhance efficiency, safety, and sustainability. Mr. Ansari has proven ability to lead teams and foster a collaborative project environment.

PROJECT EXPERIENCE:

Getty Building at 640 N. Sepulveda Blvd, MEP Systems Renovation. Electrical Engineer. Designed the replacement of the building’s mechanical (HVAC), electrical, and plumbing systems with the intent of making this an all-electrical, non-fossil fuel, Zero Net Energy (ZNE) building. (Design of electrical power, lighting, fire alarm system, electrical service upgrade, 90 kW PV solar system, 150 kWh battery energy storage system ((BESS), and low voltage systems for the $10 million renovation of the Getty Building at 640 N. Sepulveda, Los Angeles).

Orange County Department of Public Works, Madero Live-In Healthcare Facility.

Electrical Engineer. Replacement of the split system air handling units and their associated condensing units.

County of Riverside, Refurbishment/Maintenance Project Architectural and Engineering Design Services. Electrical Engineer. Provided A&E services following a design-bid-build project delivery method, beginning with field investigation and as-built document review, then progressing through the development of 90% and final 100% Construction Documents with County of Riverside plan check coordination. The scope also includes assistance during the bidding phase and construction phase.

Los Angeles General Services Department, LA Zoo Langur Exhibit/Cabling & Netting Engineering Project, Los Angeles, CA. Electrical Engineer. BVNA provided the A/E services for this project as requested by Los Angeles City – Department of General Services. BVNA evaluated condition of existing infrastructure / support system to determine condition and perform structural calculations to verify its capacity to accommodate up sized mesh (netting). If not, the BVNA proposed modification to the existing support system to support the new mesh (netting).

City of Los Angeles Recreation and Parks Department, Hazard Park Improvements Project. Los Angeles, CA. Electrical Engineer. Design and construction assistance services for recreation features to the park.

Riverside Housing Development Co., University Terrace Housing, Riverside, CA.

Electrical Engineer. Convert an existing 114-room hotel into a Project Homekey+ project. This project will provide supportive housing.

University of California Riverside Spieth Hall Renovations Project, Riverside, CA. Electrical Engineer. Provided Engineering services for HVAC improvements as well as design and construction phase assistance.

Engie, Compton Unified School District Kitchen & Ancillary Spaces HVAC.

Electrical Engineer. Provided engineering design services for HVAC for kitchen and ancillary spaces in 28 schools.
29 3. ORGANIZATION AND APPROACH
Maged Loka, Senior Electrical Designer

EDUCATION
BS, Electrical Engineering

TOTAL YEARS OF

EXPERIENCE
24+
Mr. Loka is a forward-thinking and top-performing Electrical Designer with extensive experience in the design, implementation, and management of electrical systems, including power, lighting, and ELV systems. He is skilled in delivering innovative electrical solutions for diverse sectors, including residential, commercial, hotel, healthcare, and infrastructure construction projects. Mr. Loka is adept at ensuring project success through precise design, efficient execution, and adherence to industry standards.

PROJECT EXPERIENCE:

Getty Building Mechanical, Electrical, Plumbing, and Fire Protection Desgin, Los Angeles, CA. Electrical Engineer. Provided the MEP engineering services for design and assistance during construction for the central MEP systems renovation for the building at 640 N. Sepulveda, Los Angeles, CA, Designed HVAC/Mechanical sytems, plumbing and electrical systems, and a PV solar system with battery energy storage system (BESS).

Orange County Public Works - 1770 N Broadway HVAC Modernization Project – Design and CA. Electrical Engineer. BVNA recently developed the HVAC Basis of Design (BoD) report and the design for the HVAC Modernization Project. BVNA rplaced the cooling tower, boiler and hydronic pumps and piping, replaced all water sourced head pumps, procided a new energy manangement system, and provided building carbon monoxide monitoring, filtered return grilles, and a new supply side ductwork.

Orange County Department of Public Works, Madero Live-In Healthcare Facility.

Senior Electrical Engineer. Replacement of the split system air handling units and their associated condensing units.

Orange County Public Works County Operations Center HVAC Modernization, Central Plant Replacement, and Tenant Improvements, Santa Ana, CA. Senior Electrical Engineer. Designed both HVAC modernization and TI, replaced and modernized three large air handling units, and renovated the first, second, and third floors of the County Operations Center Buildings A and B.

Los Angeles General Services Department, LA Zoo Langur Exhibit/Cabling & Netting Engineering Project, Los Angeles, CA. Electrical Engineer. BVNA provided the A/E services for this project as requested by Los Angeles City – Department of General Services. BVNA evaluated condition of existing infrastructure / support system to determine condition and perform structural calculations to verify its capacity to accommodate up sized mesh (netting). If not, the BVNA proposed modification to the existing support system to support the new mesh (netting).

University of California Riverside Physics Building, Riverside, CA, Principal, Electrical Engineer – Upgraded and expanded the building mechanical (HVAC), electrical , and plumbing systems for the Physics Building. Phase 1 was the Existing Building HVAC and MEP Systems Assessment and Basis of Design Study. Phase 2 was Design and CA.

Compton Unified School District HVAC Engineering Services, Compton, CA.

Electrical Engineer. Designed the HVAC for the kitchens and ancillary spaces for 28 schools. Completed these designs for DSA plan check submittal, including associated design items that DSA requires in its plan check review sets.

4. SCOPE OF WORK
31 4. SCOPE OF WORK

ELECTRICAL ENGINEERING
BVNA specializes in all aspects of electrical engineering design, including supporting electrical systems and wiring for all mechanical equipment, HVAC, fire protection and sprinkler systems, fire alarm and life safety systems, low voltage and wireless services and distribution, medium
to high voltage services and distribution, emergency
generators and power back up, generators, UPS, IT
infrastructure, data centers, CCTV, telecommunications, security systems, and much more.

To design optimal lighting systems, BVNA uses state-ofthe-art computer programs, as well as the latest versions of industry codes and standards. On top of this optimal design, BVNA also analyzes various engineering problems such as voltage drops, short circuit currents, relay selection and coordination, grounding systems, and motor starting problems. BVNA also has extensive experience in power
system design range from 120V to 34.5kV. Engineering tasks include relay coordination, short circuit and fault analysis, arc flash analysis duct bank thermal analysis based on
Neher McGrath method, low resistance system design using Schwarz’s equation based on IEEE standard 80, cable pull tension calculation and HV vault configuration.

Electrical engineering services include:
• Power distribution systems
• Lighting and lighting controls
• Lightning Protection design
• Emergency/standby power systems
• Prime power generation systems
• Fire alarm systems
• Computer networking
• Security systems
• Public address systems
• Life safety systems
• Cable television systems
• Communication systems
• Telephone and data
• Intercom and paging
• Grounding and bonding
• 24/7 power systems
• LEED Certification
• Commissioning

SUSTAINABLE DESIGN
Bureau Veritas incorporates sustainable design features into its design projects as a matter of course. These are incorporated to minimize energy use. During design,
building energy simulation computer modeling is used to model and quantify expected energy performance. Some
of the many routine sustainable design features we include, where applicable, are:
• High SEER rooftop package units and split system HVAC units
• Variable air volume (VAV) and automatically
economized air handling systems
• Variable flow hydronic systems
• Variable refrigerant flow (VRF) HVAC systems
• Demand controlled ventilation (DCV) using carbon
dioxide sensors
• Detailed sequences of operation for optimal energy
efficiency
• High efficiency chillers and heat recovery chillers
• All-electric heat pumps for both heating and cooling
• Advanced lighting controls with occupancy sensor,
automatic daylighting control, and centralized lighting controls
• LED lighting and induction lighting
• Advanced DDC building management systems (BMS)
• Optimizing the building envelope for energy
efficiency prior to sizing and selecting energy-efficient mechanical and electrical systems and equipment
• High efficiency central heating and cooling plants
(magnetic bearing chillers with VFDs, heat recovery
chillers, tower-free cooling, condensing pulse boilers, variable primary flow hydronic loops, high delta T
cooling and heating loops, thermal energy storage,
cogeneration, etc.)
• Run-around heat recovery loops
• Instantaneous, tankless, gas-fired water heaters
• Low flow plumbing fixtures
• Maximizing indoor air quality (IAQ) by minimizing
the presence of contaminants and/or facilitating
contaminant removal by smart HVAC design.
• Maximizing space comfort by comprehensive HVAC
controls, proper ventilation design, and generous
daylighting.
• Building envelope improvements, such as high
efficiency glazing and envelope insulation
• Solar photovoltaic (PV) systems with battery storage
• Commissioning to ensure the systems and equipment
operate per the design intent.
32 4. SCOPE OF WORK
We are aware of the cost impacts of many sustainable
design features. Many sustainable design features are
code-required, cost little, or even improve the first cost of a project. Other sustainable design features do indeed entail significant additional first cost, such as photovoltaic solar system, fuel cells, etc. We present these opportunities and their cost implications to our clients. The objective is to help our clients make reasoned and informed decisions
as to what level of sustainability they can include in their projects within their budget constraints. This process of communication and feedback has been a very successful
technique with our clients on many projects. Proper
building energy modeling is inherent in our design
projects, and is one example where the modeling points
to sustainable design features that can be incorporated for little additional cost. This is a process we undertake to ensure optimal, cost-effective, energy efficiency on our design projects.

LEED Certification and LEED Accredited Professionals
on Staff
Bureau Veritas has designed numerous LEED projects.

This includes LEED Certified, Silver, Gold, and Platinum projects. We assign LEED Accredited Professionals (LEED AP) to projects requiring LEED certifications. Then we work with the Owner in establishing the likely prerequisites and credits necessary to achieve the needed certification level, taking into consideration ease of attainment and budget considerations.

Our Team’s Lead Engineers are LEED Accredited
Professionals. Many of our team’s key personnel are LEED Accredited Professionals (LEED AP), accredited under the US Green Building Council (USGBC). In addition to this, our architects and engineers have long demonstrated a
commitment to sustainable design, which is embedded in
all our work. Whether or not the client chooses to pursue formal LEED certification on its projects, BV will incorporate advanced sustainable design principles into our project designs. This is in our DNA. On non-LEED projects, our
projects typically achieve LEED Silver-equivalent as a
matter of course with little additional first cost impact to a project. We have many formal LEED projects that achieved LEED Gold and are on target for LEED Platinum.

LEED Consultant Services, if Desired
If a client does choose to pursue formal LEED certification, we can serve as the LEED Consultant. This includes
serving as the LEED Accredited Professional (LEED AP),
and providing the services required for LEED certification.

LEED-related activities begin at the earliest phase of the project and continue through the project to the completion of construction, testing, and start-up.

During the schematic design phase, LEED services include the following:
• Register the project with the United States Green
Building Council (USGBC).
• Take the lead and work with the design team and the
client to establish what LEED points are most feasible
to earn under this project.
• Develop a LEED Project Scorecard indicating the
projected prerequisites and credits that will be pursued on the project.
• Establish the sustainable design criteria.

During the design phases, LEED services include:
• Work with the design team to see that the necessary
sustainable design criteria are incorporated into the
drawings and specifications.
• Collect information and perform calculations to
satisfy the LEED prerequisite and credit submittal
requirements.
• Gather and assemble comprehensive documentation.

During the construction phase, LEED services include the following:
• Work with the design team to see that LEED
prerequisites and credits are maintained through
construction.
• If Fundamental Commissioning and Additional
Commissioning are selected LEED credits, work with
the LEED Commissioning Authority (CA) so that those
activities are accomplished.

At the end of the construction phase, LEED services include:
• Submit the project application to the USGBC for review. • Serve as the liaison between the USGBC technical
staff and the project team regarding any questions,
corrections, or requests for additional information.
• Provide assistance towards obtaining administrative
approval.
• Serve as the liaison between the USGBC technical staff and the project team to address the USGBC preliminary
review document.
• Provide assistance in providing and submitting
additional documentation to correct any application
deficiencies.
33 4. SCOPE OF WORK
Net Zero Energy Experience and Approach
Bureau Veritas (BV) is well experienced in design of Net Zero Energy (ZNE) buildings. To be a Net Zero building
means that the building consumes no more energy than it produces. However, this needs further definition as follows.

In defining Net Zero status, a distinction is made between Source energy and Site energy. The thinking is that a unit of energy saved (or generated) at the Site (i.e. the project site) is worth perhaps 3 times more than that experienced at the Source (i.e. utility power station). For example, a unit of energy at the Site is after transmission losses and Source energy generation inefficiencies. This distinction is important in quantifying ZNE building status and also in the sizing of the renewable energy generation systems, such as a solar photovoltaic (PV) system.

To achieve a ZNE building in good design practice means to minimize energy consumption first and then apply solar PV electricity generation to cover the remainder of the energy consumption.

During the Schematic Design phase, when the program
and general layout of the new or renovated building
are established, a computerized energy model of the
building is developed. This is used to determine the
cooling and heating loads of the building and annual
energy consumption. Very energy-efficient mechanical
systems, lighting, and lighting controls are selected and designed as described above. In this way, building energy consumption is minimized first prior to the application of renewable energy generation systems such as solar PV.

This computerized energy model for the building provides a way to quantify energy consumption and subsequent sizing of the solar PV system, thereby serving as documentation for achieving the ZNE building objective.

COST CONTROL AND BUDGETING METHODOLOGY
BVNA has had an excellent track record with budget
compliance. Our budget compliance is achieved by
conducting cost estimates at key project stages: Schematic Design, Design Development, 50% Construction Documents
(CDs), and 95% CDs. If at any stage, the cost estimate
deviates significantly from the project budget, we have the opportunity to alert the owner in time so that adjustments in the design can be accomplished, or in some rare cases where it is possible, the owner elects to increase the project budget to preserve design features he or she deems too
desirable to delete. The important point is that there is an opportunity for dialogue and decision along the design
path with regard to budget, so that there are no surprises at bidding.

5. CONFLICT OF

INTEREST STATEMENT

6. LITIGATION

7. CONTRACT

AGREEMENT
35 5. CONFLICT OF INTEREST STATEMENT
Bureau Veritas North America, Inc. ensures that there is no conflict of interest with the City of Coalinga.

6. LITIGATION

7. CONTRACT AGREEMENT
In the course of our business meritless claims arise from time to time. It is the Company’s policy not to comment on any current litigation. However, without waiving its policy, the Company has no judgments, pending litigation, liens, or claims that would adversely impact the financial stability, insurability, or performance of professional services of the Company.

Bureau Veritas North America, Inc. takes no exceptions to the contract agreement.

The proposal terms shall remain in effect for ninety (90) days from July 17, 2026.

8. COST PROPOSAL
37 8. COST PROPOSAL
The following fees include all costs associated with direct salary, overhead, profit, travel, lodging, car rental, food, tools, equipment, and all other miscellaneous expenses applicable to the work related to this project.

HOURLY RATES

ROLE RATE
Principal-in Charge $260.00
Principal Engineer $260.00
Senior Project Manager $230.00
Senior Engineer $230.00
Senior Architect $230.00
Senior Commissioning Agent, LEED $230.00
Project Manager $180.00
Engineer $180.00
Architect $180.00
Designer $140.00
Commissioning Agent, LEED $180.00
Cost Estimator $200.00
Report/Specifications Writer $140.00
Senior CAD Designer/Drafter/BIM $165.00
CAD Designer/Drafter/BIM $100.00
Project Coordinator $100.00
Administrative $80.00
BUREAU VERITAS 180 Promenade Circle, Suite 150, Sacramento, CA 95834 P 916.725.4200 | www.bvna.com
1411 Marsh St, Suite 107
San Luis Obispo, CA 93401
P: 805.792.1110
www.bvna.com
Initial: City Provider

CITY OF COALINGA AGREEMENT FOR ON-CALL PROFESSIONAL

SERVICES FOR ELECTRICAL SERVICES
This Agreement for On-Call Professional Services (“Agreement”) is made and entered into this day of , by and between the City of Coalinga, a Municipal Corporation (“City”), and Bureau Veritas North America, Incorporated (“BVNA”) (“Provider”).

RECITALS
A. Provider represents to City that they are specially trained, experienced, licensed and competent to perform the services which will be required by this Agreement; and B. Provider represents to City that they possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

C. City desires to retain Provider to render the services as set forth in this Agreement, as Exhibit 1.

NOW THEREFORE, in consideration of the mutual covenants set forth herein for such other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Retention of Provider. Subject to the terms and conditions set forth herein, City retains Provider to perform the services identified in this Agreement, as an independent contractor and Provider hereby accepts this independent contractor appointment.

2. Scope of Services. The Provider shall perform on-call professional services, in accordance with all the provisions of this Agreement. The Scope of Work is attached hereto as Exhibit 1. Provider shall correct any and all errors and/or omissions, which arise out of Provider’s negligence or intentional misconduct, in the performance of the Services and any documents resulting therefrom even though City has accepted said Services or documents. Provider shall make such corrections upon City’s request and at no cost or expense to City.

3. Time of Performance. This agreement shall remain in effect until the services have been delivered and not to exceed $250,000.00. Contract time of completion for individual projects will be agreed upon before assignment of each project to Provider. Services designated in the scope of work shall be completed on agreed date unless prior written approval for a time extension has been granted by the Assistant City Manager or his/her designee.

4. Compensation. Compensation to be paid to Providershall not exceed $250,000.00 Initial: City Provider

a. The total amount paid to Consultant under this Contract shall not exceed one hundred fifty thousand dollars ($150,000.00). Consultant will be reimbursed for hours worked at the hourly billing rates specified in Exhibit "C" attached hereto and incorporated herein by this reference. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. Said amount shall be paid upon submittal of a monthly invoice showing completion of the tasks that month, including the services rendered, the costs incurred for materials, the person(s) rendering performed services, the amount of time spent by such person(s) and the applicable hourly rate. These rates are only adjustable in accordance with Exhibit "C". b. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are identified in the executed Task Order. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the Task Order. c. Specific projects will be assigned to Consultant through issuance of Task Orders.
d. After a project to be performed under this Contract is identified by the City, the City will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, and project schedule. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both the City and Consultant.
e. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, as set forth in the Contract, at the discretion of the City's Assistant City Manager, or his/her authorized representative.
f. When milestone cost estimates are included in the Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Assistant City Manager or his/her authorized representative before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.
h. Consultant shall not commence performance of work or services until notification to proceed has been issued by the City's Assistant City Manager or his/her authorized representative. No payment will be made prior to approval or for any work performed prior to approval of this Contract.
i. A Task Order is of no force or effect until executed by an authorized representative of City. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by City. j. Consultant will not be allowed to add a markup on all sub-consultant and vendor invoices.

Initial: City Provider

k. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City's Assistant City Manager or his/her authorized representative of itemized invoices. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Task Order and shall reference this Contract number, project title and Task Order number. Credits due City that include any equipment purchased under the provisions of Section 15 (Property of City) of this Contract, must be reimbursed by Consultant prior to the expiration or termination of this Contract. Invoices shall be mailed to City's Assistant City Manager or his/her authorized representative at the following address:

City of Coalinga
Attn:J. Barron
155 W Durian Ave.

Coalinga, California 93210

5. Method of Payment. Provider shall submit monthly billings to City describing the work performed during the preceding month. Provider’s bills shall include a brief description of the Services performed and the date the Services were performed the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Provider no later than 30 days after the date of submittal of a complete invoice for completed tasks and approval of the invoice by City staff.

6. Extra Work. At any time during the term of this Agreement, City may request that Provider perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not include in the Scope of Work. Extra work will be performed on an hourly basis under the Provider’s most current hourly fee schedule. Provider shall not perform, nor be compensated for Extra Work without written authorization from City.

7. Termination. This Agreement may be terminated by the City immediately and without notice for cause or by City without cause upon ten (10) days’ written notice of termination to Provider. Upon termination, Provider shall be entitled to compensation for Services performed up to the effective date of termination, unless this Agreement is terminated for cause, in which case, City may withhold compensation due Provider in order to reimburse City for any losses, damages or expenses caused by Provider’s default under this Agreement.

8. Equal Opportunity Employment. Provider represents that it is an equal opportunity employer and it shall not discriminate against any sub provider, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

Initial: City Provider

Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Provider shall also comply with all relevant provisions of City’s programs or guidelines currently in effect as identified and provided to Provider by City.

9. Insurance Requirements.
a. Provider, at Provider’s own cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies. i. Workers Compensation Coverage. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury or disease. ii. General Liability Coverage. Insurance Services Office (ISO) Form CG 0001, including products and completed operations, with limits of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be TWO MILLION AND NO/100 DOLLARS ($2,000,000), twice the required occurrence limit. iii. Automobile Liability Coverage. ISO Form Number CA 0001 covering any auto (Code 1), with a limit no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury and property damage. iv. Professional Liability Coverage. Contractor will maintain Professional Liability coverage with limits no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per occurrence or claim, and TWO MILLION AND NO/100 DOLLARS ($2,000,000) policy aggregate.
b. If Provider maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Provider. c. Provider’s insurance policies shall be “occurrence” policies and not “claims-made” coverage except for Professional Liability Coverage. d. Provider may maintain an Umbrella policy in conjunction with the insurance policies referenced above. In such case, Provider shall be deemed to have satisfied the insurance requirements of this contract as long as:
a. the coverage limits of the Umbrella policy and of the underlying liability policy(ies), when combined, satisfy each of the per occurrence and aggregate Initial: City Provider

requirements identified in this subsection a.; and
b. coverage under the Umbrella policy is as broad as and includes all incidents and events covered by the underlying insurance that it supplements. e. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require Provider to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Alternatively, the City may require Provider to provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the retention. f. The policies are to contain, or be endorsed to contain, the following provisions:
a. The City and its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of Provider including materials, parts, or equipment furnished in connection with such work or operations; products used by Provider; or automobiles owned, leased, hired or borrowed by Provider. General liability coverage can be provided in the form of an endorsement to Provider’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. b. For any claims related to this contract, Provider’s insurance coverage shall be primary insurance as respects the City and its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City and/or its officers, officials, employees, or volunteers shall be in excess of Provider’s insurance and shall be noncontributory. c. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
g. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.
h. Provider shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
i. Provider hereby grants to City and its officers, officials, employees, and volunteers a waiver of any right to subrogation which any insurer of Provider may acquire Initial: City Provider

against the City and/or its officers, officials, employees, and volunteers by virtue of the payment of any loss under such insurance. Provider agrees to obtain endorsements necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. j. The City reserves the right to modify the insurance requirements contained in this contract, including, without limitation, coverage limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

10. Indemnification. To the fullest extent allowable by law, Provider agrees to indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against all claims, demands, actions, injuries, liabilities, losses, costs or damages, direct or indirect, and any and all attorneys’ fees and other expenses which City or its officials, officers, employees, agents or volunteers may sustain or incur as a consequence of or are in any way related to Provider’s or its owners, directors, officers, managers, employees, agents and subcontractor’s willful or negligent acts or omissions in the performance of the services and Providers responsibilities and obligations to be performed under this agreement or its failure to perform or comply with any of its obligations or responsibilities contained in this agreement; excluding, however, such liability, claims, losses, damages or expenses arising from City’s sole or active negligence or willful acts. This duty to indemnify, defend, and hold harmless shall survive the termination of this agreement. If Provider maintains additional coverage or higher limits than those required herein, then City shall be entitled to additional coverage or higher limits maintained by Provider.

11. Independent Contractor Status. It is understood and agreed that Provider, in the performance of the Services to be performed pursuant to this Agreement, shall act as and be an independent contractor and shall not act as an agent or employee of City. Provider shall obtain no retirement benefits or other benefits which accrue to City’s employees and Provider hereby expressly waives any claim it may have to any such rights. Nothing in this Agreement shall create or be construed as creating a partnership, joint venture or any other relationship between City and Provider.

12. Provider’s Books and Records.
a. Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Provider under this Agreement.
b. Provider shall maintain all documents and records that demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

Initial: City Provider

c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City. Copies of such documents shall be provided to the City for inspection at the City offices.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Provider’s business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in the City offices. Access to such records and documents shall be granted to any party authorized by Provider, Provider’s representatives, or Provider’s successorin-interest.

13. Professional Ability of Provider. City has relied upon Provider’s representations regarding its training and professional ability to perform the Services hereunder as a material inducement to enter into this Agreement. Provider shall therefore provide properly skilled personnel to perform all Services under this Agreement. The primary provider of the Services called for by this Agreement shall be [NAME] who shall not be replaced without the written consent of the City. All work performed by Provider under this Agreement shall be in accordance with the applicable professional standard of care and shall meet the local professional standard of quality ordinarily to be expected of competent persons in Provider’s field of expertise working in Fresno County.

14. Compliance with Laws. Provider shall use the proper standard of care in performing the Services and shall comply with all applicable federal, state and local laws, codes, ordinances and regulations in effect at the time the Agreement is executed. In addition, if the request for proposal to provide professional services which are the subject of this Agreement cited any federal or state financial assistance involved in the project for which the Services are provided, the Provider shall perform all services in accordance with all applicable federal and state laws, rates and regulations in effect at the time the agreement is executed.

15. Licenses. Provider represents and warrants to City that it has all licenses, permits, qualifications, and insurance which are legally required of Provider to lawfully and competently perform the Services. Provider represents and warrants to City that Provider shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and insurance which are legally required of Provider to lawfully and competently perform the Services. Provider shall maintain a City of Coalinga business license.

16. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Provider. Assignments of any or all rights, duties or obligations of the Provider under this Agreement will be permitted only with the express written consent of the City, which will not be Initial: City Provider

unreasonably withheld. Provider shall not subcontract any portion of the Services to be performed under this Agreement without the express written consent of the City, which will not be unreasonably withheld. If City consents to such subcontract, Provider shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall: (1) create any contractual relationship between City and sub Provider; (ii) create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor; (iii) or relieve Provider of any of its obligations and responsibilities under this Agreement.

17. Attorneys’ Fees. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other reasonable relief to which he may be entitled. With respect to any suit, action or proceeding arising out of or related to this Agreement, or the documentation related hereto, the parties hereby submit to the jurisdiction and venue of the Superior Court for the County of Fresno, State of California for any proceeding arising hereunder.

18. Sole and Only Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the matters set forth herein and contains all of the covenants and agreements between the parties regarding said matters.

Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or in writing, have been made by any party or anyone acting on behalf of any party which are not embodied in this Agreement and no other agreement, statement or promise shall be valid or binding.

19. Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

20. Amendment. No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

21. Governing Law. This Agreement shall be construed and governed pursuant to the laws of the State of California. Any action to enforce this Agreement is to be brought in Fresno County, California.

22. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

23. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties Initial: City Provider

are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE (“JAMS”) or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

24. Authority to Enter Agreement. Provider has all requisite power and authority to conduct its business and to execute, deliver and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

25. Notice. Except as otherwise expressly provided herein, any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile or e-mail if receipt is acknowledged by the addressee, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three business days after being mailed by first class mail, charges and postage prepaid, property addressed to the party to receive such notice at the last address furnished for such purpose by the party to whom notice is directed and addressed as follows:

CITY: PROVIDER:

City of Coalinga Bureau Veritas North America, Inc.
155 West Durian 1411 Marsh St, Suite 107
Coalinga, California 93210 San Luis Obispo, California 93401 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the day and in the year first set forth above.

CITY OF COALINGA, a Municipal Corporation
By:

Sean Brewer, City Manager

PROVIDER
By:

Richard Henrikson, P.E., LEED AP
Vice President
Initial: City Provider

APPROVED AS TO CONTENT: ATTEST:

Jesse Barron City Clerk/Deputy City Clerk
Assistant City Manager
Attachments:

Exhibit A – Scope of Work

Exhibit 1 – Scope of Services
City of Coalinga | On-Call Real Property Easement Appraisal, NEgotiation & Acquisition Services Page 16

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Adoption of Resolution No. 4360 and Acceptance of Final Map for Tract No. 6483, For WM Estates, LLC, A California Limited Liability Company Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Jesse Barron, Assistant City Manager
I. RECOMMENDATION:

It is recommended that the City Counciladopt Resolution No. 4360 and accept the final map Tract No. 6483 and subdivision agreement for WM Estates, LLC. The developer has provided the city security in the form of bonds for the completion of the remaining 51 percent of the on-site public improvements.

II. BACKGROUND:

On August 13, 2024, by Resolution No. 024P-007 the Planning Commission approved the Tentative Subdivision Map, TSM 24-01, Tract No. 6483. On December 5, 2024 the developer obtained approval of the required on-site improvement plans. The developer, at his request was issued City permits to proceed with the construction of the on-site public improvements and is 49 percent complete to date not including City finalacceptance. The developer has requested that the city proceed with the filing of the final map for the subject tract. The developer has provided the city security in the form of bonds for the completion of the remaining 51 percent of the on-site public improvements.

III. DISCUSSION:

City Council to approve and accept the filing of the final map, as approved by Resolution No. 024P-007 the Planning Commission approved the Tentative Subdivision Map, TSM 24-01 for Tract No. 6483.

IV. ALTERNATIVES:

None.

V. FISCAL IMPACT:

There will be no fiscal impact.

ATTACHMENTS:

File Name Description
WM_Estates_Subdivision_Agreement.pdf SubdivisionAgreement Map_of_Tract_No._6483.pdf Map of Tract No. 6483
Resolution_4360_Tract_6483.pdf Resolution No. 4360

RESOLUTION NO.4360

A RESOLUTION OF THE CITY OF COALINGA CITY COUNCIL

APPROVING A FINAL MAP FOR WM ESTATES, LLC, A CALIFORNIA

LIMITED LIABILTY COMPANY
TRACT #6483
WHEREAS, WM Estates, LLC, a California Limited Liability Company, is the owner of real property in the City of Coalinga known as Tract #6483, and; WHEREAS, the Planning Commission adopted Resolution #024P-007 at their August 13, 2024 meeting,
and;
WHEREAS, the Tri-City Engineering acting as the City Engineer has reviewed and approved the submitted improvement plans for the subdivision, and; WHEREAS, there has been prepared and submitted to the City Council a subdivision agreement whereby the subdivider will complete the required public infrastructure improvement plans for Tract #6483 in accordance with the Plans, Conditions of Approval, other conditions specified therein, and all applicable, laws, standards, codes and ordinances, and;
WHEREAS, the subdivider has or will submit to the City security to guarantee installation of the public infrastructure improvements and payment of all costs in connection with Tract #6483 as required by the City's Subdivision Ordinance and State of California Subdivision Map Act, and;
WHEREAS, the subdivider has paid, or pursuant to the subdivision agreement, will pay or cause payment when required of, all filing and processing fees, inspection fees, impact fees, connection and utility fees and all other fees relating to Tract #6483 and pertaining to:

1. City permits and approvals required in accordance with the Coalinga Municipal Code and State Law, and;

2. All other permits or approvals by any other governmental agency,

3. The subdivider hereby acknowledges the City's right to withhold and prevent occupancy of units in Tract #6483 until such fees are paid in full, and;
WHEREAS, the completion of improvements and other conditions specified in the Subdivision for Tract #6483 in accordance with the conditions of approval adopted by Resolution #024P-007, contained in the Staff Report dated August 13, 2024 and hereby referenced into the resolution as part of the public record.

THEREFORE, BE IT RESOLVED, the City Council of the City of Coalinga finds and determines as follows:

1. The subdivision agreement between the City and WM Estates, LLC, a California Limited Liability Company, for Tract #6483 is approved substantially in the form presented to the City Council at this meeting and the City Manager is authorized and directed to execute the subdivision agreement in such form together with such changes, if any, as he may deem necessary and/or
appropriate, and;

2. The Mayor, the City Manager, the City Clerk, the Community Development Director, the City Engineer and all other officers and employees of the City are further authorized and directed to execute all other documents and take all other actions necessary or appropriate to complete all transactions on the part of the City contemplated by this resolution and
subdivision agreement.

3. The resolution shall take effect immediately on adoption.

PASSED AND ADOPTED by the City Council of the City of Coalinga on the 20th day of August 2026, by the following vote:

AYES:

NOES:

ABSENT
ABSTAIN:

Nathan Vosburg, Mayor

Shannon Jensen, City Clerk

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Authorize City Manager to Execute a Professional Services Agreement with Euna Solutions for Implementing a Budget Software
Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Mai Vang, Financial Services Director
I. RECOMMENDATION:

Staff recommend that the City Councilauthorize the City Manager to execute a five-year agreement with Euna Solutions, Inc. for Euna Budget software and related implementation services, substantially in the form presented, at a five-year cost of $198,326.01
II. BACKGROUND:

The City’s current budgeting processes rely heavily on spreadsheets and manual processes to develop, consolidate, analyze, and present the annual budget. As the City’s financial operations and reporting requirements continue to evolve, staff identified the need for a dedicated budgeting platform that would improve efficiency, consistency, collaboration, transparency, and long-term financial planning.

Staff explored three potential budgeting software solutions and evaluated each based on functionality, ease of use, implementation requirements, reporting capabilities, scalability, and cost. While Euna’s proposal was slightly higher than TylerTechnology, it has the solutions the City needs. TylerTechnology has limited solution for the City’s ERP version; therefore, staff determined that Euna provided the greatest flexibility and was best positioned to accommodate the changing needs of the City over time.

The proposed agreement is for a 60-month subscription to Euna Budget.

Implementation of the software will begin in FY26/27 with the intent of preparing the FY27/28 budget in spring of 2027.

III. DISCUSSION:

Software Modules
The proposed Euna Budget package includes the following modules:

Module Description
Operating
Budgeting
Provides a centralized process for developing the City’s annual operating budget, including departmental submissions, revenue and expenditure projections, budget adjustments, and consolidated Citywide budget development.

Personnel
Budgeting
Supports salary and benefit forecasting by position and allows personnelcosts to be incorporated directly into the budget process. This is particularly important because personnel expenditures represent a significant component of the City’s operating budget.

Capital
Budgeting
Provides tools to develop, prioritize, track, and report capital projects and their associated funding sources and expenditures.

Budget
Book
Assists with preparation and publication of the City’s annual budget document by combining financial information, narratives, tables, and other budget information into a standardized format.

OpenBook
/ Report
Studio
Provides reporting and public-facing financial information capabilities, allowing financial data to be presented in a more accessible and understandable format.

Strategic
Budgeting
Provides additional tools to connect financial planning and resource allocation with longer-term priorities and changing organizational needs.

Module Description
The order form specifically includes Operating Budgeting, Capital Budgeting, Personnel Budgeting, OpenBook, Budget Book, and Strategic Budgeting. It also includes implementation services for Operating Budgeting, Personnel Budgeting, Capital Budgeting, Budget Book, and OpenBook/Report Studio.

Analysis
A key advantage of the Euna platform is that the City is purchasing an integrated budgeting solution rather than a single-purpose annual budget application. The combination of operating, personnel, capital, reporting, public transparency, and strategic budgeting tools willallow the City to gradually expand how the system is used as internal processes mature.

Staff believes this flexibility provides greater long-term value to the City. Euna's cost was reasonable for the solutions evaluated, the platform provides greater adaptability to changes in organizational structure, budgeting practices, financial reporting, capital planning, and future Council priorities.

The software is provided as a cloud-based software-as-a-service platform. The agreement provides Cityauthorized users access during the subscription term and permits public access to public-facing functions without requiring individualconstituent licenses.

The agreement also contains a non-appropriation provision, allowing the City to terminate if funding is not appropriated for a future fiscal period, subject to the notice and certification requirements contained in the agreement.

IV. ALTERNATIVES:

Decline staff's recommendation
V. FISCAL IMPACT:

The agreement is for five years (60 months) with a 3% annual increase. The initial recurring annual subscription is quoted at $32,579.90, with $9,541.11 in one-time implementation costs was approved within the FY26/27 Budget as a one-time project.

The five-year pricing is:

Contract PeriodCost
Year 1- FY26/27 $42,121.01
Year 2- FY27/28 $37,042.90
Year 3- FY28/29 $38,381.80
Year 4- FY29/30 $39,720.70
Year 5- FY30/31 $41,059.60
Five-Year Total $198,326.01
The quoted annual pricing and five-year fee schedule are identified in the Euna order form.

Implementation of Euna Budget will modernize the City’s budget-development process, reduce reliance on spreadsheets and manualconsolidation, improve personneland capital planning, and provide enhanced reporting and public transparency tools.

After evaluating three potential solutions, staff determined that Euna Budget provides the best overall fit for the City because of its flexibility, breadth of functionality, and ability to adapt as the City’s budgeting and financial management needs change. The additionalcost relative to the other options is justified by the platform’s broader capabilities and long-term scalability.

ATTACHMENTS:

File Name Description
20260820_-_Euna_Agreement_(Final).pdf EunaAgreement
Euna Order Form
Euna Solutions, Inc.
1155 Perimeter Center West, Suite 500
Sandy Springs, GA 30338
Bill To: End User: Prepared by:

City of Coalinga
155 West Durian Avenue
Coalinga,
California 93210
United States
City of Coalinga
155 West Durian Avenue
Coalinga,
California 93210
United States
Tiffany Cooper
[email protected]
Quote Number: 00017679
Quote Expiry Date: 2026-08-13
Subscription Term: 60 months
Euna Solution Line: Euna Budget
Annual Subscriptions
Description SKU Code Quantity
Operating Budgeting + Capital + Personnel
Budgeting + OpenBook + Budget Book BTPR-SW-96 1
Strategic Budgeting BTPR-SW-26 1
Recurring Annual Fees: 32,579.9
Professional Services
Description SKU Code Quantity
Personnel Budgeting Implementation - Essentials BTPR-PS-51 1 Budget Book Implementation - Essentials BTPR-PS-321 1
Capital Budgeting Implementation - Essentials BTPR-PS-41 1 OpenBook & Report Studio Implementation -
Essentials BTPR-PS-316 1
Operating Budgeting Implementation - Essentials
CSV BTPR-PS-21 1
Non-Recurring Fees: USD 9,541.11

ORDER NOTES
Fees By Period:

Period Price
1 USD 42,121.01
2 USD 37,042.90
3 USD 38,381.80
4 USD 39,720.70
5 USD 41,059.60
Terms of Payment:
 Net 30
 Applicable sales tax extra
 Annual Subscriptions
Due 100% upon signed agreement
 One-Time Services
Due 100% upon signed agreement

ACCEPTANCE
City of Coalinga
Signature:

Name: Sean Brewer
Title: City Manager
Acceptance
Date:

Terms and Conditions
Unless otherwise stipulated in Order Notes and Terms of Payment, the Customer hereby agrees to order the products and/or services outlined above at the prices indicated, and acknowledges it has read, understands and agrees to be bound by the terms and conditions detailed at End User License Agreement | Euna Solutions (the “Agreement”).

All remittance advice and invoice inquiries can be directed to [email protected].

Attachment I – End User License Agreement
This agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this “Agreement”), is a binding agreement between Euna Solutions, Inc. (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and the entity identified on the Order Form as the Customer (“Customer”). EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

LICENSOR PROVIDES THE SAAS OFFERING, PROFESSIONAL SERVICES, SOFTWARE AND

DOCUMENTATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND FULLY COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM OR ISSUING A PURCHASE ORDER AFTER REVIEWING THESE

TERMS YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL

ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF

CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSOR WILL

NOT AND DOES NOT LICENSE OR PROVIDE THE SAAS OFFERING, PROFESSIONAL SERVICES,

SOFTWARE OR OTHER DELIVERABLE TO CUSTOMER AND YOU MUST NOT DOWNLOAD, USE OR

ACCESS THE SAAS OFFERING, SOFTWARE OR DOCUMENTATION OR OTHERWISE RECEIVE THE PROFESSIONAL SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S

ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT WITHOUT AN APPLICABLE ORDER FORM AND PAYMENT OF ALL REQUIRED FEES, COSTS AND AMOUNTS. THIS

AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SAAS OFFERING, PROFESSIONAL

SERVICES, SOFTWARE OR DOCUMENTATION THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SAAS OFFERING, SOFTWARE OR DOCUMENTATION.

1. Definitions.
a. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the SAAS Offering has been purchased hereunder.
b. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person.
c. “Customer Data” means, other than Diagnostic Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. d. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in the applicable Order Form.
e. “Diagnostic Data” means all aggregated and de-identified information that EUNA’s systems or applications automatically collect regarding Customer’s use of the SAAS Offering and its performance, including to compile statistical and performance information related to the provision and operation of the SAAS Offering.
f. “Documentation” means the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format.
g. “Fees” means the fees set forth in the applicable Order Form, including any Third-Party PassThrough Fees as defined herein. h. “Intellectual Property Rights” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority.
j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“Statement of Work”), if applicable. l. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public.
m. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Diagnostic Data and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data.
n. “SAAS Offering” means the software-as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form.
o. “Term” has the meaning set forth in Section 0.
p. “Third-Party Pass-Through Fees” means fees charged to EUNA by third-party vendors for products, services, or application programming interfaces ("APIs") that are incorporated into or required for the operation of the SAAS Offering, which EUNA passes through to Customer at cost with no markup, where such fees are attributable to Customer's selection of, or contractual relationship with, a specific third-party vendor ("Customer-Selected Vendor"), and where the Customer-Selected Vendor's API or integration is required to enable the functionality described in the applicable Order Form. q. “Third-Party Products” means any third-party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.

2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work.

3. Software Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non-exclusive, nonsublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non-exclusive, nonsublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.
d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation.
e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third-party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”).

EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
g. Diagnostic Data. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Diagnostic Data. As between EUNA and Customer, all right, title, and interest in Diagnostic Data, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Diagnostic Data based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Diagnostic Data publicly available in compliance with applicable Law, and (ii) use Diagnostic Data to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is incorporated by reference and included as Attachment IA.

4. Customer Obligations.
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customercaused delays in EUNA’s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions.
(ii) EUNA may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. Where a Third-Party Product or API is provided by a Customer-Selected Vendor, Customer acknowledges that the pricing for such Third-Party Products or APIs is established and controlled solely by the Customer-Selected Vendor and is not within EUNA's control. EUNA shall pass through any increases in Third-Party Pass-Through Fees to Customer upon written notice as set forth in Section 5(c).

Customer's continued use of the SAAS Offering following the effective date of any such increase shall constitute Customer's acceptance of the updated Third-Party Pass-Through Fees. For the avoidance of doubt, EUNA does not markup Third-Party Pass-Through Fees and assumes no liability for pricing decisions made by Customer-Selected Vendors.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering. Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).

5. Fees and Expenses.
a. Fees. Except for Fees that Customer has successfully disputed, including any applicable Third-Party Pass-Through Fees, without offset or deduction Customer shall pay the Fees without offset or deduction.

Unless otherwise provided in the applicable Order Form, US Customers shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice and Canadian Customers shall pay the fees in CAD dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Customer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full. b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.
c. Third-Party Pass-Through Adjustments. Notwithstanding anything to the contrary in this Agreement, EUNA reserves the right to adjust the Fees payable under any Order Form to reflect changes in Third-Party Pass-Through Fees imposed by Customer-Selected Vendors. EUNA shall use commercially reasonable efforts to provide Customer with advance notice of anticipated Third-Party Pass-Through Fee changes as soon as practicable after EUNA receives notice from the applicable Customer-Selected Vendor, which notice shall identify: (i) the applicable Customer-Selected Vendor; (ii) the prior fee amount; (iii) the new fee amount; and (iv) the effective date of the adjustment. Customer-Selected Vendor fee adjustments shall be billed at cost with no markup by EUNA. Customer acknowledges and agrees that Third-Party Pass-Through Fee increases do not constitute a material breach of this Agreement by EUNA.

6. Service Levels and Support.
a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided service level documentation in the Service Level Agreement(the “Service Level Agreement”), incorporated by reference and included as Attachment I-B.
b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation in the Service Level Agreement(the “Service Level Agreement”), incorporated by reference and included as Attachment I-B. c. Updates. EUNA’s support obligations extend solely to Customer’s designated support contacts.

Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Service Level Agreement, EUNA shall not have any obligation to provide support services to any third parties.

7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. Warranties for Professional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Agreement. THE FOREGOING WARRANTIES, REPRESENTATIONS AND GUARANTEES DO NOT APPLY

AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRDPARTY PRODUCTS. d. Remedies. EUNA’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. (ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties, representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Agreement, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Agreement.
e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION OF

THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION,

EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE

PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S

REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE

COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Intellectual Property.
a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work. b. SAAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royaltyfree, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Diagnostic Data. Customer represents, warrants and agrees that: (A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) or similar designation under other Laws, (ii) information that causes EUNA to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “Prohibited Information”). If Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and liability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA, and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback.
g. Reservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement.

Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. Confidentiality.
a. Generally. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) Confidential Information. Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives (including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party.
b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party forthwith and, at the Disclosing Party’s request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. c. Destruction. On the expiration or termination of the Agreement, the Receiving Party shall promptly destroy or securely archive, in accordance with its standard information retention practices, all copies of the Disclosing Party’s Confidential Information in its possession or control and, upon request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed or archived in accordance with this Section. Notwithstanding the foregoing, (i) a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation, audit, or governmental investigation, and (ii) EUNA may retain Customer’s Confidential Information, including Customer Data, in accordance with its information retention policies and Section 15(a), including through logical archival, restricted access controls, backup systems, or similar commercially reasonable data management practices. d. Irreparable Harm. Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. Duration. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

10. Term, Termination, and Survival.
a. Term. The term of this Agreement (the “Term”) commences on the Effective Date of this Agreement and will continue in effect for as long as there is an outstanding Order Form in place. Each Order Form will continue for the applicable term listed in such Order Form until terminated by either Party in accordance with this Agreement. The termination or expiration of an Order Form will not affect or otherwise terminate this Agreement or any other Order Form covering other products or services in effect at such time. b. User Subscriptions. All user subscriptions in an Order Form may upon mutual agreement, renew for an additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Notwithstanding the foregoing, Third-Party Pass-Through Fees are not subject to the renewal pricing stability provision of this Section and shall be governed exclusively by Section 5(c). For the avoidance of doubt, EUNA may adjust Third-Party Pass-Through Fees during a subscription term or at renewal in accordance with Section 5(c) without such adjustment constituting a violation of the renewal pricing notice requirements of this Section.
c. Termination for Convenience. Customer may terminate this Agreement without cause by giving thirty (30) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “SaaS Recovery Amount” equivalent to 50% of the subscription fees for the remainder of the initial term of the Order Form. d. Termination for Cause. In addition to any other express termination right set forth in this Agreement:
(i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. f. Non-Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term and the non–appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of Customer’s fiscal period, Customer shall certify in writing that (1) funds have not been appropriated for the next fiscal period, (b) such non-appropriation did not result from any act or failure to act by Customer; and (c) Customer has exhausted all funds legally available to pay EUNA.
g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Indemnification.
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“LOSSES”) INCURRED BY CUSTOMER RESULTING FROM ANY THIRD-PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“THIRD-PARTY CLAIM”) THAT THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR

ANY USE OF THE SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY

RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH THIRD-PARTY

CLAIM, COOPERATES WITH EUNA, AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM.
(ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing, (B) obtain the right for Customer to continue use, or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer. If EUNA determines that none of these alternatives is reasonably available, EUNA may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Intentionally Omitted
c. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND EUNA’S SOLE

LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE

PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Limitation of Liability.
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF

USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER

ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,

REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. NOTWITHSTANDING ITS OBLIGATIONS IN SECTION 9 (CONFIDENTIALITY) AND SECTION 11 (INDEMNIFICATION), IN NO EVENT SHALL EUNA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED

TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. The Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof. Such press releases shall be subject to Customer’s approval. If the Customer provides express permission in advance, during the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA’s website and marketing materials.

14. Information Security. Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information, Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.

15. Data Processing. To the extent that EUNA Processes Customer Personal Data in connection with the SAAS Offering, the applicable Data Processing Agreement ("DPA"), incorporated herein by reference, shall govern such Processing. For the purposes of this Section, the terms "Processing" and "Customer Personal Data" shall have the meanings ascribed to them in the applicable DPA, as further set forth in Sections 15(a) and 15(b) below.
a. US CUSTOMERS. EUNA's Data Processing Agreement ("US DPA"), and incorporated herein by reference, and included below as Attachment I-C, shall govern the Processing of Customer Personal Data subject to Applicable US Privacy Law (as defined in the US DPA). In the event of a conflict between the US DPA and this Agreement with respect to the Processing of Customer Personal Data, the US DPA shall govern.
b. CANADIAN CUSTOMERS. EUNA's Data Processing Agreement ("Canadian DPA"), available at https://eunasolutions.com/canada-dpa/ and incorporated herein by reference, shall govern the Processing of Customer Personal Data subject to Applicable Canadian Privacy Law (as defined in the Canadian DPA).

In the event of a conflict between the Canadian DPA and this Agreement with respect to the Processing of Customer Personal Data, the Canadian DPA shall govern. EUNA may update the Canadian DPA from time to time to reflect changes in applicable law or service operations, and such updated Canadian DPA will be effective upon posting.

16. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement:
(i) EUNA will disable Customer’s and its Authorized Users’ access to the SAAS Offering, including removal of portal and user interface access to Customer Data.
(ii) Customer Data will be logically archived and marked as inactive within EUNA’s systems in accordance with EUNA’s standard data retention practices. Such archival may include the use of logical deletion mechanisms (including internal flags or similar controls) that prevent Customer access while preserving system integrity, audit history, and compliance records. (iii) Except as expressly required by applicable Law or as otherwise agreed in writing by the Parties, EUNA shall have no obligation to immediately destroy, erase, or physically delete Customer Data from production systems, archival systems, or backup media upon termination. (iv) If Customer submits a written request for deletion of Customer Data following termination, EUNA will review such request and, to the extent commercially reasonable and not inconsistent with applicable Law, regulatory requirements, litigation hold obligations, contractual commitments, or legitimate business record retention practices, delete or anonymize such Customer Data within a reasonable timeframe. Any non-standard deletion efforts may be subject to a mutually agreed Statement of Work and applicable Fees.

For the avoidance of doubt, there is no charge for standard Customer Data deletion efforts. (v) Customer acknowledges that EUNA maintains long-term archival and disaster recovery backups in the ordinary course of business. Customer Data contained in such backups may not be immediately removed and may remain until overwritten in the ordinary rotation cycle. EUNA will not restore or access such backups for the purpose of providing Customer access following termination, except as required by Law. b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering. Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.

17. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. is the parent company to multiple other SaaS companies under the Euna brand, including Euna Solutions, Inc. in the U.S. (such subsidiaries, “Affiliates”). These Affiliates sell purpose-built products and services for the public sector (“Affiliate Products”). As of the Effective Date, Affiliates include Euna Solutions Inc., and CityBase Inc.. In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

18. Entire Agreement. This Agreement, including and together with the Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, and other documents referenced and incorporated herein or in the Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Agreement shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.

19. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). For Notices to EUNA, [email protected] shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

20. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

21. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

22. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

23. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’s assets without Customer’s consent.

24. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

25. Relationship of the Parties. The relationship between the Parties is that of independent contractors.

The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

26. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

27. Choice of Law.
a. US CUSTOMERS: This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California, United States of America. b. CANADIAN CUSTOMERS: The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.

28. Choice of Forum.
a. US CUSTOMERS: Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of California, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of Fresno County, California.. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. b. CANADIAN CUSTOMERS: Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the Province of Ontario, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the Province of Ontario. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

29. Export Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

30. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY

ARISE UNDER THIS AGREEMEN IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,

THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY

HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

31. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

32. Force Majeure. “Force Majeure Events” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated.

33. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

34. Government Use. The SAAS Offering, Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the SAAS Offering and Documentation are limited to those expressly granted in Section 3.

35. Cooperative Statement. Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion provided EUNA also agrees to do so in writing.

Attachment I-A – EUNA Privacy Policy
This Privacy Policy describes the personal information practices of Euna Solutions, Inc. (“Euna Solutions,” “we,” “us,” or “our”) in connection with our business; our websites, including [www.eunasolutions.com](https://www.eunasolutions.com), and any other websites, blogs, and applications operated under the Euna Solutions brand (collectively, the “Sites”); and our software-as-aservice platform and related products and services (collectively, the “Platform Services”). Where a particular Site or application provides a different privacy policy, that policy will govern. Personal information collected or processed through the Platform Services is subject to the privacy policies of our Customers, as further described in Section I.

For purposes of this Privacy Policy, “Personal Information” means any information that identifies, is related to, describes, or is reasonably capable of being linked or associated with, directly or indirectly, an identifiable individual. Personal Information does not include information that is considered anonymous, de-identified, or aggregated by applicable law.

NOTE: The Sites are business-to-business websites and are not directed at consumers. When a consumer visits our Sites, we may collect information automatically as described in Section IV, below. When our customers (“Customers”) use our Platform Services to collect, use, or disclose Personal Information, we act solely as a service provider processing Personal Information on behalf of and as directed by the Customer. The privacy practices governing those activities are those of the applicable Customer, not Euna Solutions. Individuals with questions about how their Personal Information is handled in connection with a Customer’s use of the Platform Services should refer to the applicable Customer’s privacy policy.

To the extent consent is required under applicable law, your use of our Sites indicates that you consent to our collection, disclosure, and use of Personal Information about you as described in this Privacy Policy.

You may withdraw your consent at any time, subject to legal or contractual restrictions, by contacting us as described in the Contact Us section below. Note that withdrawing consent may affect our ability to provide certain services to you.

We do not offer or provide products and services for minors or children. If you are under 18, you may not use our Sites.

We may update this Privacy Policy from time-to-time to reflect changes in our practices. When we post modifications to this Privacy Policy, we will update the “Last Updated” date on the top of this Privacy Policy. The new Privacy Policy will be applicable from that date forward until further changes are made and a new Last Updated date appears. We encourage you to periodically review this page for the latest information on our privacy practices.

This Privacy Policy does not cover our data handling practices for our employee data. This Privacy Policy also does not apply to any third-party websites, applications, or services that you may access through our Sites.

Please see Sections V and XI for more information about specific privacy rights you may have. Please see Section IX for additional disclosures applicable to California residents. For California residents, our Notice at Collection is as follows:

1. A list of the categories of Personal Information we collect is available in Section IX.

2. The purposes for which Personal Information is collected and used are available in Section II.

3. We may disclose data in a manner that may constitute a “sale” or “sharing” (as those terms are defined by California’s CCPA) of personal information about you. The specific categories that are sold or shared are disclosed in Section IX. Our Notice of Right to Opt-Out of Sale/Sharing is also provided in Section XI.

We do not sell or share Platform Services Data.

4. Our retention period for personal information is discussed in Section VI.

I. Personal Information We Collect and Their Sources
A. For all individuals other than job applicants, the following describes the types of Personal Information we collect from the indicated source:

Personal Information We Collect Directly from You. We may collect Personal Information that you provide to us when you register for or license our products, call us or send us an email, participate in promotions, sign up for a demo, register to create a new account, register for our newsletter, attend an event or webinar, interact with us at a trade show or similar event, participate in any contests, sweepstakes and/or other promotions, download articles, data sheets, or other content from our Sites, or otherwise choose to provide Personal Information to us. We may collect direct identifiers such as your name, email address, phone number, job title, company name, account username and password, and other similar information, as well as additional information you choose to include in your account profile such as a profile picture. We may also collect commercial information regarding your business, such as the products and services you license or receive from us, your company’s website, your buying group, franchise or national account, your payment information (e.g., cardholder data), tax information, your shipping address, your billing address, and the information you provide in connection with your order.

Further, we may collect other Personal Information you provide to us, including information you provide when you seek our assistance licensing products, respond to a survey, report a problem with the Sites, or send us an email. Some forms on the Sites may require that you provide certain Personal Information to submit the form, and you may choose not to provide Personal Information in those cases, but this may prevent you from being able to license our products or use certain features of our Sites or receive certain services that require the Personal Information to perform the service.

If you choose to refer a third party to us, we may collect that third party’s name, email address, and company name, and by providing this information you represent that you have the third party’s permission to share their Personal Information with us.

Personal Information We Collect Through AI-Assisted Features. We may offer interactive AI-assisted chat or similar features on our Sites (collectively, “AI Features”). When you choose to use an AI Feature, we may collect the Personal Information you submit through the AI Feature interface, including the content of your messages and any other information you choose to provide. We may also automatically collect certain Personal Information in connection with your use of AI Features, such as your IP address, device information, and browser type, as further described herein.

AI Features are operated with the assistance of third parties who perform services on our behalf (“Service Providers”). Such Service Providers process Personal Information in connection with the AI Features solely to generate responses, provide functionality, maintain security, and improve service and AI Feature performance in accordance with our contractual requirements.

Please do not submit Sensitive Personal Information (as that term (or like term) is defined under your jurisdiction’s law) through our AI Features, including passwords, precise geolocation, payment card numbers, financial information, government-issued identification numbers, Social Security numbers, or health information.

Personal Information We Collect Automatically. We may automatically collect Personal Information about you when you access, interact with, or use our Site or promotional emails. To automatically collect Personal Information about you, we use automated means such as cookies, pixels, session replay, beacons, invisible tags, and other similar tracking technologies (collectively “Cookies”). These typically involve pieces of information or code that a website transfers to or accesses from your computer hard drive or mobile device to store and sometimes track information about you. We have included below a description of the information we may automatically collect from you with these Cookies:

Direct identifiers, such as your IP address, and your registered domain or home server.

Location data, such as physical location or movements. When we collect your IP address, we may infer location such as city or postcode therefrom.

Your device and browser information, such as information about your browser type, device used to access our Site, connection speed, screen resolution, operating system and data regarding network-connected hardware (e.g., computer or mobile device). We also may determine the applicable technology available to serve you the most appropriate version of a web page, e-mail, advertising or promotional announcement or similar service.

Internet or other electronic network activity information, such as your session identification number, search terms, search results, access times, software crash reports, and referring website’s addresses.

Detailed information about your usage of our Site, such as your date of access, time of access, clickstream to, through, and from our services (including dates and times), products you viewed, searched for, which links you click on, which pages or content you view and for how long, and other similar data and statistics about your interactions, such as length of visits to certain pages, page response times, and download errors. We may also visually record your interactions with our website, including your mouse clicks, mouse-overs, scrolling, keystrokes, and navigation through our Site.

Interaction with promotional emails, such as whether you clicked on an email from us.

For more information about the Cookies and the methods that may be used on our Sites to automatically collect information please refer to Section IV, below.

Personal Information We Collect from Others. We may obtain Personal Information about you from other sources. For example, we may obtain Personal Information about you from third-party services, from our related companies, lead generation providers, social media platforms, public databases, and from our business and channel partners. We may combine this information with information we collect through other means described above. This helps us to update and improve our records, identify new customers, create more personalized advertising and suggest products that may be of interest to you.

Personal Information We Collect Through Our Platform Services. Our Platform Services are intended for use by our public sector Customers and their employees, customers, constituents, and suppliers (collectively, “End Users”). Personal Information collected through the Platform Services is referred to in this Privacy Policy as “Platform Data.” When Customers and End Users access or use the Platform Services, we may collect general business contact information, including names, employee identification numbers, workplace email addresses, and workplace telephone numbers, to create and manage End User accounts. Our Platform Services may also collect, process, and store additional Personal Information supplied by our Customers as necessary for the proper operation of the contracted services. The specific Personal Information collected through our Platform Services varies by product.

When operating the Platform Services, we act as a service provider to our Customers and not as a data controller with respect to Platform Data. Our Customers are responsible for maintaining their own privacy policies governing the collection, use, and disclosure of Platform Data, and for obtaining any necessary authorization or consent for the processing of Platform Data. Any individual seeking to exercise privacy rights with respect to Platform Data should direct their request to the applicable Customer.

More detailed information about the security and privacy practices applicable to our Platform Services is available to Customers and prospective Customers upon request.

Other Personal Information and Sources. We may also receive Personal Information about you in circumstances where we provide you with a copy of this Privacy Policy or we make this Privacy Policy available to you.

B. For job applicants, in addition to the Personal Information collection described above, we collect through our Sites the Personal Information you voluntarily provide to us when submitting a job application, including your name, email address, telephone number and resume.

We may also receive Personal Information about you in circumstances where we provide you with a copy of this Privacy Policy or we make this Privacy Policy available to you.

II. Purposes for our Collection and Use of Personal Information We collect and use Personal Information for the following purposes:

To provide our products and services and to engage in the ordinary course of business. We collect and use Personal Information, for example, to fulfill or meet the reason you provided the information. We may also collect and use Personal Information about you, such as your contact information, payment card information and order information, to provide you products and services you request, including to process your transactions and payments and fulfill your orders, create and administer your account, communicate with you and provide you customer service in relation to the products and services you request. We may collect and use all categories of Personal Information for these purposes.

To provide and support our Platform Services. We collect and use Personal Information to deliver, maintain, and support our Platform Services to our Customers and their End Users, including to create and manage End User accounts, deliver training and technical support, process payments for Platform subscriptions, and carry out transactions you have requested. We may collect and use all categories of Personal Information for these purposes.

To respond to your requests or questions. We collect and use Personal Information to respond to your feedback, inquiries, and requests, including to provide you with information about products and services you may be interested in. We may collect and use all categories of Personal Information for these purposes.

To improve the operation of our Sites and business. We may collect and use Personal Information to improve your experience on our Sites and the functionality of our Sites, such as by analyzing how our Sites are being accessed and used, including by analyzing user clicks and usage patterns to improve user experience, maximize usage of our services, and diagnose problems. We may also collect and use Personal Information to evaluate interest in our products. We may collect and use all categories of Personal Information for these purposes.

For marketing and sales purposes. We collect and use Personal Information to market and advertise our products and services to you, including by sending you communications about new features and product updates, event announcements, changes to our terms and policies, programs in which you have chosen to participate, promotional offers and surveys, and to schedule demos and manage free trials. We may also use Personal Information to identify and pursue potential customers, generate sales leads, create and manage marketing campaigns, and deliver interest-based advertisements on our Sites and on other websites and content platforms. We may communicate with you directly through email, telephone calls, chat, and video conferencing for these purposes. We may collect and use all categories of Personal Information for these purposes.

To enforce our agreements and prevent fraud. We collect and use Personal Information to enforce our website terms of use and our contracts with Customers and other parties, to prevent fraud and other prohibited or illegal activities, and to protect the security and integrity of our Sites and Platform Services.

We may collect and use all categories of Personal Information for these purposes.

To address our safety, security, compliance and legal obligations. We may collect and use all categories of Personal Information for these purposes.

To record calls and meetings. We may record telephone calls, video conferences, and similar communications in which you participate in connection with your business relationship with us. Where required by applicable law, we will notify you that a recording is taking place and provide you with an opportunity to opt out prior to the recording commencing. We may collect and use all categories of Personal Information for these purposes.

To operate automated and AI-assisted processes. We may use automated decision-making technologies, including artificial intelligence, to support certain business processes. Where we use such technologies in a manner that produces legal or similarly significant effects concerning you, you may have the right to request meaningful information about the logic involved and to opt out of such processing where permitted by applicable law. Where required by applicable law, including Quebec’s Act respecting the protection of personal information in the private sector, you may also have the right to be informed when a decision based solely on automated processing of your Personal Information is made about you and to request that a human review that decision. To exercise this right, please contact us as described in the Contact Us section below. We also use Personal Information collected through our AI Features to provide contracted Platform Services, respond to inquiries, provide information about our products and services, deliver customer support, improve the functionality and performance of our AI Features, maintain safety and security, prevent fraud or misuse, and comply with applicable legal obligations. We may collect and use all categories of Personal Information for these purposes.

To conduct corporate transactions. We may collect and use all categories of Personal Information for these purposes.

To consider individuals for employment. We may collect and use all Personal Information referenced above in connection with job applicants for these purposes.

To provide the information to Service Providers and other third parties as further described in Section III, below. We may collect and use all Personal Information referenced above for these purposes.

With your consent. We may collect and use Personal Information about you where you have given us consent to do so for a specific purpose not listed above.

We may collect and use anonymized, de-identified, or aggregated information for any purpose permitted by law. We may also collect and use Personal Information as otherwise disclosed to you at the point of collection or as required or permitted by applicable law III. Purposes for our Disclosures of Personal Information.

We disclose Personal Information for the following purposes:

Service Providers. To Service Providers to perform services on our behalf. For example, we disclose Personal Information to Service Providers who send emails for us, operate our Sites, run a promotion, or assist with order fulfillment. We may also disclose Personal Information to Service Providers that operate, support, or maintain our AI Features and related infrastructure on our behalf. Service Providers process Personal Information solely as directed by us and in accordance with our contractual requirements.

Advertisers. To social media, technology and advertising-related companies (“Advertisers”) to advertise for us. For example, we disclose Personal Information (including as described in Section IV) to advertise our products and services to you on social media and other platforms and to conduct analytics on the use and operation of our Sites.

Requested Third Parties. With your consent, where you have directed or requested us to make the disclosure, or where we deem necessary for us to provide our products and services (“Requested Third Parties”). When we process payment transactions, for example, our payment processor, the payment brands (e.g., Mastercard, Visa) and other third parties performing payment transaction services (e.g., your card issuer) will receive Personal Information about you so that your payment can be processed.

Their collection, use and disclosure of Personal Information is described in their own privacy policies, notices and statements.

Professionals. To professional consultants such as our accountants, lawyers and financial advisors to enable them to provide the services we request them to provide (“Professionals”).

Euna Solutions Group. Among the entities that comprise the Euna Solutions Group. Euna Solutions shares Personal Information with those entities controlling, controlled by or under common control with Euna Solutions, Inc., including our parent, subsidiary, and affiliate entities and our portfolio of companies (collectively, the “Euna Solutions Group”), as necessary for the purposes identified in this Privacy Policy.

Corporate Transaction. In connection with a corporate transaction or reorganization event (“Corporate Transaction”). We may disclose, transfer or assign Personal Information about you in connection with a sale, merger, consolidation, change in control, transfer of assets, reorganization or liquidation of Euna Solutions, Inc. or any other entity comprising the Euna Solutions Group. This may include a sale of part of our business to another entity or an asset sale.

Government and Other Third Parties. To government entities and other third parties for safety, security, legal compliance, to enforce our rights, conduct an investigation, or for related purposes (“Government and Other Third Parties”). We may be required to provide Personal Information to law enforcement or other governmental authorities, or to other third parties, when we believe in good faith that disclosure is necessary or appropriate to: (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce our website terms of use or our contracts with Customers and other parties, including to investigate potential violations; (iii) detect, prevent, or otherwise address fraud, security, or technical issues, including by exchanging Personal Information with other companies and organizations for fraud protection and spam and malware prevention; (iv) protect or defend our rights or the rights or well-being of our customers, End Users, or other users of our services; or (v) protect the health and safety of our personnel, customers, guests, and the general public. We may also disclose Personal Information to investigative bodies in the case of a breach of an agreement or contravention of law, or as otherwise required by law or court order, or as necessary to exercise our legal rights or defend claims brought against us.

We may also disclose Personal Information as otherwise described to you at the point of collection or as required or permitted by applicable law.

We may disclose anonymized, de-identified, or aggregated information for any purpose permitted by law.

IV. How We Use Cookies and Targeted Advertising
Our Use of Cookies. As explained above, we use Cookies to automatically collect data from you and your devices when you use our Sites. Cookies enable you to be remembered when using a specific computer or device to interact with websites and online services and can be used to manage a range of features and content as well as storing searches and presenting personalized content. Certain Cookies also enhance our ability to serve you targeted advertising on websites and platforms other than our Sites.

The types of Cookies we use can be classified as follows:

Functional Cookies. The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network. These Cookies are always active and are essential for the Sites to function. They are usually set in response to actions made by you, such as logging in, setting your privacy preferences, or filling in forms. Because these Cookies are strictly necessary to deliver the Sites, you cannot refuse them, though you can set your browser to block them, in which case some parts of the Sites may not work properly.

Preferences Cookies. The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user. These Cookies enable the Sites to remember information that changes the way the Sites behave or look, such as your preferred language, region, or other customized settings. If you do not allow these Cookies, some or all of these personalization features may not function properly.

Statistics Cookies. The technical storage or access that is used exclusively for statistical purposes. These Cookies allow us or third parties on our behalf to count visits and traffic sources so we can measure and improve the performance of our Sites. They help us to know which pages are the most and least popular and see how visitors move around the Sites. The information collected by these Cookies is typically aggregated and anonymous, although some collected information may constitute Personal Information under applicable law. If you do not allow these Cookies, we will not know when you have visited our Sites and will not be able to monitor the performance of our Sites.

Marketing Cookies. The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes. These Cookies may be set through our Sites by our advertising partners and may be used by those companies to build a profile of your interests and show you relevant advertisements on other websites, apps, and social media platforms. They store information that may constitute Personal Information under applicable law, such as unique identifiers associated with your profile, device, or browser. If you do not allow these Cookies, you will experience less targeted advertising.

Unless you opt out of our Cookies or change your Cookie preferences (as described below), by clicking “Accept,” authorizing cookies under “View preferences,” or by using our Sites without selecting your preference, you consent to the use of Cookies, including to automatically collect data from and about you.

If you opt out of our Cookies, the only Cookies we will place on your session are those that are Functional Cookies or Cookies that you have individually consented to receive.

Several Cookies we use last only for the duration of your session and expire when you close your browser.

Others are used to remember you when you return to our Sites and will last longer.

Cookie Preferences. You may change your Cookie preferences at any time to prevent the further collection of Personal Information through the Preferences, Statistics, and Marketing Cookies on the Site.

Cookie settings on the Sites. Use the “Manage Cookies” link at the bottom of our Sites to turn on or off the different categories of Cookies. Note that depending on your prior selections, after selecting “Manage Cookies,” you may need to first select “View preferences” before selecting your cookie options.

Your selection will be remembered on the specific device or browser you are using until you clear Cookies.

Note that each Site has its own settings, and you must configure your Cookie preferences on each individual Site.

Browser settings. Most web browsers automatically accept Cookies, but if you prefer, you can change your browser settings to prevent Cookies. How you can do this will depend on the browser you use (see your browser help screen for details).

You may not be able to take full advantage of our Sites if you disable certain Cookies. The effect of disabling Cookies depends on which Cookies you disable but in general, the Sites may not operate properly if all Cookies are switched off. Depending on your jurisdiction, we may separately prompt you regarding our use of Cookies on the Sites.

Our use of Targeted Advertising. We use online advertising to keep you aware of our brand and help you to find and see our products. We partner with platforms such as Google, Microsoft (Bing, LinkedIn), and similar digital advertising partners. Marketing Cookies help us and the advertising partners we work with to gather information about the content you visit on our Sites and other websites. This may result in you seeing our banners and ads when you are on other websites, apps and social media platforms. We may also target ads using Personal Information we have collected when you create an account on the Sites.

Social Media and Internet Platforms. We may disclose certain portions of Personal Information about you and your use of our Sites to social media and internet platforms. If you have an account on one of these platforms, you may be shown our marketing messages while you are using the social media or internet platform. Additionally, certain functionalities on our Sites may permit interactions that you initiate between the Sites and these social media and internet platforms (“Social Features”). Examples of these Social Features include features enabling you to like or share our content and features. If you use Social Features, and potentially other third-party services, information you post or provide access to may be publicly displayed by the third-party service you use.

Targeted Advertising Preferences. You may opt-out of us using Personal Information about you for targeted advertising by changing your Cookie preferences. Use the “Manage Cookies” link at the bottom of our Sites and then toggle the “Marketing Cookies” button to the left so that it is turned off. Note that depending on your prior selections, after selecting “Manage Cookies,” you may need to first select “View preferences” before selecting your cookie options.

If you are using a web browser with Global Privacy Control enabled, we will recognize that signal as a request to opt-out of Preferences, Statistics, and Marketing Cookies, just as if you had turned off those Cookies in the Manage Cookies or View preferences link.

V. Your Choices
This Section describes certain choices you may have about the Personal Information we collect from you.

You may have additional rights as provided in Section XI, below.

You can opt out of receiving our marketing emails. To stop receiving our promotional emails, email our privacy team at [email protected] or follow the instructions in any promotional message you receive from us. Even if you opt out of receiving marketing email messages, we may still send you transactional and other direct messages. These include, for example, responses to your questions and inquiries. If you opt-out of receiving marketing email communications from our business partners with whom we have disclosed your information, you will still receive marketing communications from us and any other business partners with whom your information was disclosed.

You can request that we stop sharing information with third parties for their marketing purposes. To opt out of having us share your information with third parties for their promotional purposes, email us at [email protected].

You can control cookies and tracking tools on our Sites. To learn how to manage how we use Cookies on our Sites, please refer to Section IV.

You may withdraw your consent to our use of your Personal Information. Where we rely on your consent as the basis for collecting, using, or disclosing your Personal Information, you may withdraw that consent at any time by contacting us as described in the Contact Us section below. Please note that withdrawing your consent does not affect the lawfulness of any collection, use, or disclosure carried out before your withdrawal, and may affect our ability to provide certain products or services to you.

VI. Data Retention
We retain Personal Information as long as reasonably necessary for the purposes described in this Privacy Policy, including to provide our products and services, comply with our legal obligations, prevent fraud, resolve disputes, troubleshoot problems, and enforce our agreements. In determining the criteria by which to retain or dispose of Personal Information, we consider the type, sensitivity, context, and purpose of collecting Personal Information. The specific retention period for each category of Personal Information is available upon request by contacting us as described in the Contact Us section below.

Personal Information collected through our AI Features may be retained for a limited period to provide customer support, maintain security, comply with legal obligations.

Personal Information that is no longer necessary to provide our services may be de-identified or aggregated. De-identified or aggregated information is not Personal Information and may be retained and used by us for any purpose permitted by applicable law.

VII. Security and Data Transfer
We have implemented reasonable safeguards designed to protect Personal Information from unauthorized loss, misuse, alteration, or destruction. We also take reasonable steps designed to ensure that third parties who work with us agree to protect Personal Information we disclose to them or that they process on our behalf.

No security measure, however, can guarantee absolute security. Accordingly, we cannot guarantee that Personal Information related to you will be secure. We encourage you to take precautions when providing Personal Information to us or others. If you believe Personal Information related to you has been compromised in connection with your business dealings with us, please contact us immediately as detailed in the “Contact Us” Section below.

Personal Information we collect may be transmitted, stored and processed in the United States or Canada.

By using our Sites or providing Personal Information to us, you acknowledge that your Personal Information may be stored and processed in these countries, where privacy laws may differ from those in your jurisdiction.

When Personal Information is transferred to third-party Service Providers or other recipients located in jurisdictions outside of Canada or the United States, we use contractual or other means to provide a comparable level of protection for that Personal Information while it is being processed in those jurisdictions.

In the event of a confidentiality incident involving Personal Information that presents a risk of serious harm to affected individuals, we will notify the affected individuals and applicable regulatory authorities, including the Commission d’accès à l’information in Quebec and the Office of the Privacy Commissioner of Canada, as required by applicable law. We maintain a register of confidentiality incidents as required by applicable law.

VIII. Information Relating to Minors
Our Sites are not intended for minors under the age of 18 and we do not knowingly collect Personal Information directly from minors under the age of 18 through our Sites without prior parental consent as required by applicable law. If you believe a minor has provided Personal Information to us directly through our Sites, please contact us using the information in the Contact Us section below and we will take reasonable measures to delete such Personal Information as soon as possible, except where retention is necessary to protect the safety of the minor or others as required or permitted by law.

Our Platform Services may receive Personal Information about minors from our Customers in connection with the services we provide. As a service provider, we process such information solely as directed by the applicable Customer. Individuals with questions or concerns about Personal Information relating to a minor that has been submitted through the Platform Services should contact the applicable Customer directly.

IX. Additional Disclosures for California Residents
This Section IX applies to individuals residing in California and is made in accordance with the California Consumer Privacy Act (“CCPA”) (California Civil Code Section 1798.100 et seq.) and the “Shine the Light” Law (California Civil Code Section 1798.83). The additional disclosures in this Section IX supplement the disclosures above.

A. Compliance with Section 7027(m)
For California residents, we do not use or disclose Sensitive Personal Information (as this term is defined in the CCPA) for purposes other than those specified in Section 7027(m) of the California Consumer Privacy Act Regulations.

B. California’s “Shine the Light” Law
California Civil Code Section 1798.83 permits California residents to request certain information regarding our disclosure of certain categories of Personal Information to third parties for those third parties’ direct marketing purposes. To make such a request, please contact us as provided in Section XI, below. This request may be made no more than once per calendar year. We reserve the right not to respond to requests submitted other than as provided in Section XI.

C. Disclosures of Personal Information – Individuals other than Job Applicants For individuals other than job applicants, during the preceding 12-month period we may have disclosed the following categories of Personal Information for a business purpose to the following categories of third parties:

Category of Personal Information we collect Categories of Third Parties that We
have disclosed Personal
Information to
Categories of Third
Parties that We have
sold or shared
Personal
Information with
Identifiers, such as
your name, online identifiers, email address, IP
address, postal address, tax ID number, and phone
number
Service Providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties as required by contract
or law
Service Providers
Advertisers
Requested Third
Parties
Corporate
Transaction
Personal Information Described in Section
1798.80(e), such as a signature, name of bank, and
bank account number
Service Providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
N/A
Commercial information, such as products or
services purchased, obtained, or considered,
general information about your business, your
financial history, financial statements, information
about your activities with us, and other purchasing or
consuming histories or tendencies
Service Providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
Service Providers
Advertisers
Internet and other electronic network activity
information, such as browsing history (e.g., the
website you came from and websites you later visit),
the browser you are using, search history,
information regarding your usage of and interaction
with our Sites, emails (e.g., whether an email was
Service providers
Advertisers
Requested Third Parties
Professionals
Service Providers
Advertisers
Corporate
Transaction
opened) or advertisements, your unique device
identifiers, and information collected from Cookies.

Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
Geolocation data, such as your location as derived
from your IP address
Service providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
Service Providers
Advertisers
Audio and visual information, such as information
captured by call recordings when you contact our
call center, sales associates, or customer service
desk (“Call Center”) with your inquiries
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
N/A
Inferences, such as inferences drawn from any of
the information identified in this Section to create a
profile about you reflecting your preferences,
characteristics, and behavior
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
N/A
Sensitive Personal Information, such as credit and
debit card numbers and related cardholder data
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Requested Third
Parties
Corporate Transaction
Government and Other Third
Parties
Other Personal Information, such as information
you may provide during calls or other interactions
with us.

Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other Third
Parties
N/A
D. Disclosures of Personal Information – Job Applicants For job applicants, during the preceding 12-month period we may have disclosed the following categories of Personal Information for a business purpose to the following categories of third parties:

Category of Personal Information we collect Categories of Third Parties that We have
disclosed Personal
Information to
Categories of Third
Parties that We have
sold or shared
Personal Information
with
Identifiers, such as your name, postal address, IP
address, email address, or other similar identifiers and contact information
Service providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other
Third Parties
Service Providers
Advertisers
Requested Third
Parties
Corporate Transaction
Protected classifications, such as your national origin, age, sex, gender, marital status, citizenship and
immigration status, and military and veteran status
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
N/A
Government and Other
Third Parties
Internet and other electronic network activity
information, such as browsing history (e.g., the website you came from and websites you later visit), the browser you are using, search history, information regarding your usage of and interaction with our Sites or
advertisements, your unique device identifiers, and
information collected from cookies and other data
tracking technologies
Service providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other
Third Parties
Service Providers
Advertisers
Geolocation data, such as your location as derived from your IP address
Service providers
Advertisers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other
Third Parties
Service Providers
Advertisers
Professional or employment-related information,
such as your work history and professional experience
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other
Third Parties
N/A
Inferences we may draw about your characteristics,
abilities, and aptitudes with Personal Information
provided to us in connection with an application
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
N/A
Government and Other
Third Parties
Other Personal Information, you choose to provide to
us in connection with your application, your resume, or your cover letter
Service providers
Requested Third Parties
Professionals
Euna Solutions Group
Corporate Transaction
Government and Other
Third Parties
N/A
X. Selling, Sharing, and Targeted Advertising
Certain states, such as California, require that we disclose whether we “sell” or “share” Personal Information. This Section X solely applies to residents of California and those other States that, like California’s CCPA, have laws that require us to make this disclosure (“Covered State Laws”). We may “share” or “sell” Personal Information to third-parties (as such terms are defined under applicable Covered State Laws) certain (i) Identifiers, (ii) Commercial Information, (iii) Internet and other electronic network activity information, and/or (iv) Geolocation Data, primarily to engage in online advertising activities and provide tailored content and ads that may be of interest to you. You have the right to opt out of this disclosure of your information, as provided in Sections IV and XI.

We do not have actual knowledge that we sell or share the Personal Information of consumers under 16 years old.

We do not sell or share Platform Services Data.

XI. Additional Rights and Disclosures for Select States Residents in California and certain other States may have rights under their State’s privacy laws that require us to provide them with the rights described in this Section. If you reside in such a State, you have some or all of the rights provided below to the extent required by your State’s privacy law.

A. Right to Know About Personal Information Collected, Disclosed, or Sold You may have the right to request that we provide certain Personal Information to you about our collection and use of Personal Information that relates to you. Specifically, you may have the right to request disclosure of:

Whether we process Personal Information related to you; The specific pieces of Personal Information we collected about you; The categories of Personal Information we collected about you; The categories of sources from which Personal Information was collected; Our business or commercial purpose for collecting or disclosing Personal Information; and The categories of third parties with whom we shared Personal Information.

B. Right to Request Deletion of Personal Information
You may also have the right to request that we delete Personal Information related to you that we collected or maintain, subject to certain exceptions.

C. Right to Correct Inaccurate Personal Information
You may also have the right to request that we correct inaccurate Personal Information we maintain about you.

D. Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights We will not unlawfully discriminate against you for exercising any of your applicable privacy rights. If you exercise these rights, however, you may be unable to use or access certain features of our services.

E. Notice of Right to Opt-Out of Sale/Sharing
You may have the right to opt-out of our further sale or sharing (as those terms are defined by California’s CCPA or equivalent terms provided in other State’s privacy laws) of Personal Information related to you. In some States, the term “Targeted Advertising” is used instead of “Sharing.” Where your State’s privacy law requires us to provide this right, you may to the extent provided by your State’s privacy law exercise this right (i) by making a request as provided in Subsection F, below, or (ii) by using a web browser with Global Privacy Control (“GPC”) enabled.

The GPC is designed to allow Internet users to notify website operators of certain privacy preferences when they visit a website. When enabled, it can signal to the website operator that the individual does not want Personal Information about them to be sold or shared. To learn more about the GPC and how you can use it to opt out of the sale or sharing of personal information about you, you can visit the GPC website here.

We process GPC opt-out preference signals in a frictionless manner.

F. Exercising Your Privacy Rights
To request to exercise your privacy rights described above, where applicable, please submit a verifiable consumer request to us by using the information in the “Contact Us” section below. Only you or your “authorized agent,” as defined and provided by applicable law, may make a verifiable consumer request related to Personal Information related to you. We reserve the right not to respond to requests submitted other than to the “Contact Us” information below..

Your verifiable consumer request must: (i) provide sufficient information that allows us to reasonably verify that you are the person about whom we collected Personal Information or an authorized representative; and (ii) describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. We cannot respond to your request or provide you with Personal Information if we cannot verify your identity or authority to make the request and confirm the Personal Information relates to you.

We will use Personal Information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request. Where necessary, we may request additional information about you so that we can verify your identity. Making a verifiable consumer request does not require you to create an account with us. If we cannot verify your identity based on the information provided, we will let you know that we are unable to fulfil your request.

You may use an authorized agent to submit a privacy rights request. Authorized agents may exercise rights on your behalf by submitting a request via email to [email protected] and indicating that they are submitting the request as an agent. When we verify your agent’s request, we may verify both you and your agent’s identity and request a signed declaration from you that authorizes your agent to make the request on your behalf. To protect Personal Information about you, we reserve the right to deny a request from an agent that does not submit proof that they have been authorized by you to act on your behalf.

We will attempt to respond to a verifiable consumer request within 45 days of its receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing. Within 10 days of receiving the request, we will confirm receipt and provide information about its verification and processing of the request. We will, including as required by applicable law, maintain records of consumer requests made pursuant to the CCPA and other applicable law as well as our response to said requests for a period of at least 24 months.

If we decline to take action on your verifiable consumer request you may appeal our decision, except where we declined because we were unable to verify your identity. To make your appeal, please submit a verifiable consumer request to us by using the same process for making your original request. For the appeal, please indicate that you are making an appeal and provide any case identifier or similar information we previously provided to you in connection with the request.

XII. Additional Disclosures for Canadian Residents
This Section XII applies to individuals residing in Canada and supplements the disclosures above. It is made in accordance with the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and, where applicable, Quebec’s Act respecting the protection of personal information in the private sector (“Quebec Privacy Act”) and other applicable provincial privacy laws.

A. Accountability. Euna Solutions has designated a privacy officer responsible for our compliance with PIPEDA and other applicable Canadian privacy laws. You may contact our privacy officer using the information provided in the Contact Us section below.

B. Consent. We collect, use, and disclose Personal Information about you with your consent, except where applicable law permits or requires otherwise. By providing Personal Information to us or using our Sites, you consent to our collection, use, and disclosure of your Personal Information as described in this Privacy Policy. You may withdraw your consent at any time as described in Section V above, subject to legal or contractual restrictions.

C. Individual Rights. Subject to applicable law, Canadian residents have the right to: (i) request access to the Personal Information we hold about you and receive an account of how it has been used and disclosed; (ii) challenge the accuracy and completeness of your Personal Information and request that it be corrected or amended; (iii) withdraw consent to our collection, use, or disclosure of your Personal Information, subject to legal or contractual restrictions; and (iv) make a complaint to the applicable privacy authority regarding our handling of your Personal Information.

D. Filing a Complaint. If you are a Canadian resident and have concerns about our privacy practices that we have not resolved to your satisfaction, you have the right to file a complaint with the applicable privacy authority: (i) the Office of the Privacy Commissioner of Canada ([www.priv.gc.ca](https://www.priv.gc.ca)) for matters governed by PIPEDA; or (ii) the Commission d’accès à l’information ([www.cai.gouv.qc.ca](https://www.cai.gouv.qc.ca)) for matters governed by the Quebec Privacy Act.

E. Privacy Governance. Euna Solutions maintains internal privacy governance policies and procedures governing how Personal Information is managed within our organization, including policies addressing the collection, use, disclosure, retention, and disposal of Personal Information. These policies are available to individuals upon request by contacting us as described in the Contact Us section below.

XIII. Links to Third Party Websites
If you click on a third-party link within our Sites, you will be taken to another website or platform we do not control. This Privacy Policy does not apply to the privacy practices of that website or platform. Read the third party’s privacy policies carefully. We are not responsible for these third parties.

XIV. Contact Us
You may make these requests by submitting a request via email to [email protected]. We will verify your request by confirming at least two pieces of Personal Information, including contact information you provided in submitting your form. To designate an authorized agent to exercise these rights on your behalf, send an email with your request [email protected].

If you have any questions about this Policy, please email us at [email protected]. For Canadian privacy inquiries, including requests to access or correct Personal Information, withdraw consent, or contact our designated privacy officer, please use the contact information below.

You can also write to us at:

US OFFICE
1155 Perimeter Center West, Suite 500
Sandy Springs, GA 30338

CANADA OFFICE
603 Michigan Drive, Unit 1
Oakville, ON L6L 0G2
© 2026 Euna Solutions, Inc. All rights reserved.

Sub-Processor /
Vendor
Service Description Hosting
Country
Product(s) PII Categories (per
Privacy Policy Section
IX.C)
Sub-Processors — Application Hosting Environment
Amazon Web Services
(AWS)
Cloud infrastructure
provider offering
compute (EC2),
container orchestration
(EKS), relational and
document databases
(RDS, DocumentDB),
object storage (S3),
data warehousing
(Redshift), managed
search and vector
storage (OpenSearch),
identity and access
management (Cognito),
US, CA Procurement
(Bonfire) / Budget
Enterprise /
Marketplace /
Grants-EC /
Payments (Citybase)
/ Payments
(Screendoor) /
Procurement-IW
Identifiers; Internet &
Network Activity;
Geolocation; Sensitive
Personal Information
AI and large language
model services
(Bedrock), content
safety guardrails for AI
(Bedrock Guardrails),
networking, encryption
key management
(KMS), GuardDuty,
CloudTrail, Web
Application Firewall
(WAF).

Google Cloud
Platform (GCP)
Cloud infrastructure
services including
compute, storage,
identity management,
and application
hosting.

US, CA Allocate Identifiers; Internet &
Network Activity;
Geolocation
Microsoft Azure Cloud infrastructure
and platform services
including compute,
storage, identity
management,
application hosting,
Defender for Cloud,
Web Application
Firewall (WAF).

US, CA Budget Pro /
PowerPlan /
OpenBook / Grants /
Procurement-DS
Identifiers; Internet &
Network Activity;
Geolocation; Sensitive
Personal Information
Sub-Processors with Access to Customer Platform Data Including Personal Information Input by Customers
Adobe Sign Electronic signature
and document
management platform.

US Procurement Identifiers
Blackbaud Fundraising and
nonprofit management
software with financial
data integration
capabilities.

US, CA Budget Pro /
PowerPlan
Identifiers
BoldSign Electronic signature
platform for document
signing and agreement
management.

US, CA Grants Identifiers; Sensitive
Personal Information
ChartMogul Subscription
management and
analytics platform.

EU Procurement-DS Identifiers; Internet &
Network Activity
Deltek Project and business
management software;
receives bid and
solicitation data for
integration and
distribution purposes.

US Procurement-DS Identifiers
DocuSign Electronic signature
and digital agreement
management platform.

US, CA Procurement Identifiers
FullStory Digital experience
analytics platform
providing session
recording and user
interaction analysis.

US Grants Identifiers; Internet &
Network Activity;
Geolocation
Mode Analytics
(Mode.com)
Business intelligence
and data analytics
platform for custom
reporting and dataset
generation.

US Procurement Identifiers; Internet &
Network Activity
Pendo Product analytics and
user engagement
platform providing inapplication guidance
and usage analytics.

US Grants Identifiers; Internet &
Network Activity
SciQuest / Jaggaer Procurement and
supply chain
management platform
enabling bid data
exchange and supplier
connectivity.

US Procurement-IW Identifiers
Surety2000 (S2K) Surety bond
management and
validation platform
providing bid bond
verification services via
API.

US Procurement
(Sourcing)
Identifiers
Svix Webhook management
service enabling eventdriven integrations and
notifications.

US Procurement Identifiers
WizeHive Grant, award, and
application
management platform.

US Grants-EC (legacy
customers)
Identifiers
Workato Integration platform as
a service (iPaaS)
enabling automated
workflows and system
integrations.

US Grants Identifiers
Sub-Processors that Provide Supporting Services (May Have Access to Personal Information Such as Business Contract Information)
Auth0 Identity-as-a-service
platform providing
customer
authentication, single
sign-on, and session
management.

US Grants-EC Identifiers; Internet &
Network Activity
BeyondTrust Privileged access
management and
remote access security
platform.

US, CA All Products Identifiers; Internet &
Network Activity
BrainTree Payment processing. US Procurement-DS Identifiers CardConnect Payment card
processing gateway.

US Payments Identifiers; PI Described
in 1798.80(e)
Chase Paymentech Payment card and
check transaction
processing service.

US Payments Identifiers; PI Described
in 1798.80(e)
Cloudflare Content delivery
network, web
application firewall,
DDoS protection, DNS
management, and edge
computing services.

US, CA All Products Identifiers; Internet &
Network Activity;
Geolocation
Coralogix / Checkerly Log management,
observability, and
synthetic monitoring
platform for application
and infrastructure
telemetry.

US All Products (SRE
monitoring)
Identifiers; Internet &
Network Activity
CrowdStrike Endpoint detection and
response (EDR) and
cloud security platform
providing threat
detection, threat
hunting, and security
event monitoring.

US Security (laptops
and product
environments)
Identifiers; Internet &
Network Activity
Datacap Systems Payment card
processing gateway.

US Payments Identifiers; PI Described
in 1798.80(e)
FiServ (First Data) Payment card and
transaction processing
service.

US Payments Identifiers; PI Described
in 1798.80(e)
Fivetran Supports movement of
payment records from
Stripe to application
subscription
management
databases.

US, CA Procurement Identifiers
HaveIBeenPwned Password breach
checking service using
anonymized credential
hash verification.

US Procurement-IW Identifiers
Invoice Cloud Electronic invoice
presentment and
payment processing
platform.

US Payments Identifiers; PI Described
in 1798.80(e)
MailChimp Transactional email
delivery service.

US Grants-EC Identifiers; Internet &
Network Activity
MapBox Mapping and
geolocation data
delivery service.

US Budget Pro Identifiers; Geolocation
MiniOrange Identity provider and
SSO integration
service.

US Budget Pro Identifiers; Internet &
Network Activity
Okta Identity and access
management platform
providing
authentication, single
sign-on, and user
lifecycle management.

US, CA Payments Identifiers; Internet &
Network Activity
Ory Identity and session
management platform
providing
authentication and
authorization services.

US Procurement Identifiers; Internet &
Network Activity
Paymentus
Corporation
Payment processing
and customer
engagement platform.

US Payments Identifiers; PI Described
in 1798.80(e)
Postmark (mtasv.net) Transactional email
delivery service.

US All Products Identifiers
Stripe Payment processing. US Procurement Identifiers
SumoLogic Cloud-based log
management, security
information and event
management (SIEM),
and observability
platform.

US, CA All Products Identifiers; Internet &
Network Activity
Vantiv / Worldpay Payment card
processing service.

US Payments Identifiers; PI Described
in 1798.80(e)
Wiz Cloud security posture
management (CSPM)
platform providing
misconfiguration
detection and risk
visibility across cloud
environments.

US, CA Security — CSPM Identifiers; Internet &
Network Activity
WorkOS SSO processing. US Procurement Identifiers; Internet & Network Activity
Attachment I-B – EUNA General Service Level Agreement
Overview
The purpose of this Service Level Agreement (SLA) is to outline the general terms and conditions under which Euna Solutions will deliver hosted services to each of its clients. This document aims to ensure a mutual understanding of the service expectations, responsibilities, and performance standards between the parties involved.

This general SLA covers the common provisions of multiple products and services, including but not limited to Budget, Payments, and Procurement. It defines the general service levels, performance metrics, support processes, and maintenance schedules applicable to these hosted solutions. The scope of this agreement is to ensure that Euna Solutions delivers consistent, reliable, and high-quality services, thereby supporting client business operations effectively.

This general SLA covers the common provisions of multiple products and services, including but not limited to Budget, Payments, and Procurement. It defines the general service levels, performance metrics, support processes, and maintenance schedules applicable to these hosted solutions. The scope of this agreement is to ensure that Euna Solutions delivers consistent, reliable, and high-quality services, thereby supporting their client business operations effectively.

Service Performance
Availability
Solutions are continuously monitored by automated systems that track availability 24/7. The service is considered "available" when end-users can successfully access the hosted application as intended.

Uptime Guarantee
Euna Solutions is committed to delivering reliable solutions, ensuring that all hosted applications remain available for a minimum of 99.5% uptime within any given calendar quarter.

Uptime percentage is determined based on the total number of minutes during which the service is operational in each quarter, e.g. 100% - (Unplanned downtime minutes/Minutes in the quarter).

Service Credit Terms
If service uptime falls below 99.5% during any calendar quarter, customers may request a review of service performance for that period. Upon confirmation by Euna Solutions that the uptime commitment was not met, service credits may be approved in proportion to the amount of downtime that exceeded the SLA target. Approved service credits will be applied as a discount toward the customer’s next contract renewal. Requests for a Service Credit review must be submitted by a minimum of ninety (90) days prior to a contract renewal date.

Uptime Exclusions
• Any scheduled maintenance period where solution is unavailable due to an update or maintenance activity.
• A force majeure event where Euna Solutions has no direct control over resolving an issue. • Emergency maintenance where, if unaddressed, would result in material breach of SLA, data loss, or system security, or could significantly impact service availability or security.

Support and Maintenance
Standard Support Hours are 8am to 8pm Eastern Standard Time, Monday – Friday, excluding statutory holidays. Please note that these Standard Support Hours do not apply to all Euna Solutions products. Product-specific variations, including Euna Special Education, are outlined in Addendum A – Product-Specific Exceptions.

Response times vary by priority as defined in the unified SLA grid below. Priority definitions and targeted response times are detailed in Section Support Prioritization.

Maintenance windows may vary by product. However, Euna Solutions will make every effort to ensure that, outside of emergencies, such maintenance occurs outside of client business hours.

Where maintenance is not part of a regularly scheduled window, Euna will provide advance notice.

Responsibilities
Euna Solutions shall:
• Use commercially reasonable efforts to provide its customers with maintenance and support services (“Support Services”) via telephone, electronic mail, or other electronic means. • Host in a secure SOC2 environment such as AWS or Azure. • Be responsible for maintaining application and information system software versions, updates, patches, and security.

Client shall:
• Be responsible for the confidentiality and use of its Passwords. • Not give rise to any breach of confidentiality or privacy laws, or any civil liability. • Not tamper with the security or render any part of the Systems unusable. • Not violate any local, state/provincial, federal or foreign law, treaty, regulation or convention applicable.

Support Types and Levels
To ensure consistent handling, Euna classifies all support requests into one of four categories:
• Requests – General inquiries, guidance, or administrative actions, such as account setup or feature clarification.
• Incidents – Unplanned events that disrupt or reduce the quality, performance, or security of a service (for example, a system outage or network issue). • Problems – Issues indicating that the service is not functioning as intended, often recurring or localized (for example, incorrect data display or repeated error messages). • Changes – Planned modifications to infrastructure or services, such as upgrades, new feature rollouts, or adjustments to the production environment.

Support Services do not include the following:

1. On-site support;

2. Client developed interfaces, API interactions, or customizations;

3. Client developed reports;

4. End-User training or re-training;

5. Any problem resulting from the Client combining or merging the Software with any hardware or software not supplied by Euna Solutions, or not identified by Euna Solutions as compatible with the Software and/or Systems

6. Correction of data issues derived from user error or Software misuse;

7. Changes to Euna Solutions developed custom reports or Permitted Customizations (including Euna Solutions supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, scope of work, or authorized change requests.

8. Support provided directly to third-party users, sub-recipients, applicants, or any other end users of the Client’s customers, except where otherwise specified in applicable productspecific terms (see Addendum A – Product-Specific Support Exceptions).

Each support request is then prioritized based on its impact and urgency (see Prioritization Matrix below) and handled according to the target response & resolution times outlined below.

Urgency is how bad the problem is, and Impact is how quickly the problem needs to be addressed. The combination of these determines the resulting Priority (P1–P4).

Priority Urgency
Mapping
Target First
Response Time
Target Resolution /
Workaround Time
Examples
P1 (Critical) Urgent Within 1 hour Euna shall resolve or provide a workaround for
the support request as
soon as possible and no
later than 12 business
hours after Euna’s receipt
of the support request. If
resolution
cannot reasonably
be provided within 12
business hours, Euna shall
provide status updates
every few hours, or as
situationally reasonable,
until a resolution has been
provided. P1 issues are
worked 24×7 until
resolved or mitigated.

Full system
outage; data
corruption;
security breach;
critical
functionality
inaccessible
P2 (High) High Within 2 hours Euna shall resolve or
provide a workaround for
the support request as
soon as practicable and
no later than 2 business
days after Euna’s receipt
of the support request. If
resolution
cannot reasonably
be provided within 2
business days, Euna shall
provide status updates
every few hours, or as
situationally reasonable,
until a resolution has been
provided.

Multiple sites
affected; severe
performance
degradation; fiscal
close reports not
generating
P3
(Medium)
Medium Within 4 hours Target resolution within 7
business days, or
inclusion in the next
planned release or a future
planned release cycle.

Single site
affected;
workaround
available; noncritical process
disruption
P4 (Low) Low Within 8 hours Target resolution within 14 business days, or
inclusion in a future
planned release cycle.

Cosmetic issue;
minor UI bug;
informational
request
Euna Service Desk will make every effort to fulfill requests and support incidents in alignment with the unified SLA grid set forth above. Euna Solutions maintains internal measurements of responsiveness, and in the spirit of transparency, will showcase our average first response time for the current calendar year. Any such metrics are provided for informational purposes only and do not modify or amend this SLA.

Euna Service Desk YTD 2026 Median First Response Time: 20 Minutes Prioritization Matrix

IMPACT URGENCY
Critical
High
Affects 10–
30% of
tenants,
leading to
significant
service
degradation or
partial outage
Medium
Affects less
than 10% of
tenants, with
minor service
performance
degradation
Low
Affects
individual
tenants or a
very
small group,
with negligible
impact on
overall service
performance
Extensive
Critical business operations
are halted, resulting in
substantial financial loss or
reputational damage
P1 P1 P2 P3
Significant
Important business functions
are
impaired, necessitating urgent
attention and resolution
P1 P2 P3 P4
Moderate
Non-critical business
operations are affected,
requiring timely intervention
P2 P3 P4 P4
Minor
Very low impact on business
operations, typically involving
minor inconveniences
P3 P4 P4 P4
Addendum A – Product-Specific Support Exceptions
This Addendum outlines exceptions to the general Support Services provisions for specific Euna Solutions products where direct support may be extended to users outside the Client’s organization. These exceptions are product-specific and do not alter or expand the general scope of Support Services defined in this Agreement.

Product Exception
Euna
Procurement
Euna Solutions may, at its discretion, provide support directly to vendor or supplier users who access the system for bidding, registration, or other procurement-related activities. This exception applies solely to Euna Procurement and does not extend to any other Euna Solutions products.

Future product-specific exceptions, if any, will be documented in this Addendum and incorporated by reference into the Agreement upon mutual execution or written notice.

Attachment I-C – EUNA US Data Processing Agreement
DATA PROCESSING AGREEMENT - United States
This Data Processing Agreement (United States) (“DPA”) is entered into as of the Effective Date, and is by and between Euna Solutions, Inc., a Delaware corporation (“Service Provider”), and the customer identified in the signature block (“Customer”) (each a “Party,” collectively the “Parties”).

This DPA may be executed: (a) as an addendum, exhibit, or schedule to a master services agreement, subscription agreement, order form, or other agreement between the Parties governing Customer’s use of the Platform Services (the “Related Agreement”), in which case it supplements and forms part of the Related Agreement and prevails over it with respect to the subject matter hereof; or (b) as a standalone agreement, in which case it governs Service Provider’s Processing of Customer Personal Data and shall be read together with the applicable order form or statement of work identifying the Platform Services. In either case, references herein to the “Related Agreement” mean whichever instrument applies.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1 DEFINITIONS
As used in this DPA:

1.1. “Applicable US Privacy Law” means any U.S. federal or state privacy, data protection, or data security law or regulation applicable to Service Provider's Processing of Customer Personal Data under this DPA, which may include, without limitation, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, Cal. Civ. Code § 1798.100 et seq., and the regulations promulgated thereunder, Cal. Code Regs. tit. 11, §§ 7000–7305; the Colorado Privacy Act, Colo. Rev. Stat. § 6-1-1301 et seq.; and the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-571 et seq.; in each case as enacted and effective from time to time.

1.2. “Business Purpose” means the specific operational purposes for which Customer engages Service Provider to Process Customer Personal Data, as further described in Schedule A.

1.3. “Customer Personal Data” means Personal Information that is submitted, uploaded, or otherwise made available to Service Provider by Customer or its End Users through the Platform Services, and that is in the possession or control of Service Provider or any Sub-processor under this DPA. Customer Personal Data does not include: (a) Personal Information that is or becomes publicly available within the meaning of Applicable US Privacy Law through no act or omission of Service Provider; (b) Personal Information that Service Provider independently collects or generates outside the Platform Services without reference to Customer Personal Data; (c) Personal Information that has been de-identified or that constitutes aggregate consumer information in accordance with the requirements of Applicable US Privacy Law; or (d) Personal Information that Service Provider is required to disclose by applicable law, regulation, or legal process.

1.4. “Data Breach” means a confirmed security incident in which unencrypted Customer Personal Data in the possession or control of Service Provider is accessed or acquired by an unauthorized person or in an unauthorized manner. A Data Breach does not include access to or acquisition of Customer Personal Data that is secured by encryption or other comparable technology, provided that the encryption key or comparable security mechanism was not also acquired in the same incident.

1.5. “End Users” means Customer’s employees and contractors authorized by Customer to access and use the Platform Services on Customer’s behalf.

1.6. “Personal Information” has the meaning given to it under Applicable US Privacy Law and, for purposes of this DPA, means any information that identifies, relates to, describes, or is reasonably capable of being linked or associated with, directly or indirectly, an identifiable individual. Personal Information does not include information that is anonymous, de-identified, or aggregated in accordance with the requirements of Applicable US Privacy Law such that it cannot reasonably be used to infer information about or be linked to a particular individual.

1.7. “Platform Services” means the software-as-a-service platform and related products and services provided by Service Provider to Customer pursuant to the Related Agreement.

1.8. “Processing” or “Process” means any operation performed on Customer Personal Data, including collection, storage, use, disclosure, transfer, deletion, or destruction.

1.9. “Sensitive Personal Information” means any category of Personal Information designated as “sensitive” under Applicable US Privacy Law, which may include, without limitation, Social Security numbers, financial account credentials, precise geolocation, health information, biometric data, and racial or ethnic origin. Service Provider does not collect Sensitive Personal Information except as may be inputted into Platform Services directly by Customer.

1.10. “Sub-processor” means any third party engaged by Service Provider to Process Customer Personal Data on Service Provider’s behalf in connection with the Platform Services.

2. ROLES AND CUSTOMER REPRESENTATIONS

2.1. Roles. As between the Parties, Customer is the “business” or “controller” (as applicable under Applicable US Privacy Law) with respect to Customer Personal Data, and Service Provider is the “service provider” or “processor.” Service Provider Processes Customer Personal Data solely on behalf of and as directed by Customer, for the Business Purposes described in Schedule A, and for other purposes described in this DPA.

2.2. Customer Representations and Warranties. Customer represents, warrants, and covenants on a continuing basis that:
(a) Customer has the full legal right, power, and authority to submit Customer Personal Data to Service Provider for Processing under this DPA and for the Business Purposes described herein; (b) Prior to submitting Customer Personal Data to Service Provider, Customer has provided all notices and obtained all consents, authorizations, opt-ins, and other approvals required under Applicable US Privacy Law and any other applicable law for Service Provider to Process Customer Personal Data as contemplated by this DPA;
(c) The submission, transfer, and other Processing of Customer Personal Data under this DPA does not and will not violate any applicable law, regulation, court order, or the privacy rights of any individual;
(d) Customer’s instructions to Service Provider comply, and will at all times comply, with Applicable US Privacy Law; and
(e) Customer is solely responsible for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired it.

3. SERVICE PROVIDER PROCESSING OBLIGATIONS

3.1. Instructions. Service Provider will Process Customer Personal Data only: (a) as necessary to provide the Platform Services in accordance with the Related Agreement and this DPA; (b) as documented in written instructions from Customer; (c) as required by Applicable US Privacy Law; or (d) as reasonably necessary to detect, prevent, or address fraud, security incidents, technical issues, or illegal activity, or to enforce Service Provider's rights or agreements with End Users or Customer.

3.2. Security. Service Provider will implement reasonable security measures designed to protect Customer Personal Data against unauthorized access or acquisition, and that are appropriate to the risk presented by the nature and sensitivity of the Customer Personal Data Processed. Customer had the opportunity to review Service Provider’s security measures and has determined they are adequate and appropriate for the risk to Customer Personal Data and the Platform Services.

3.3. Compliance with Law; Restrictions on Use and Disclosure. Service Provider will comply with the requirements applicable to service providers under Applicable US Privacy Law. Further, Service Provider will not: (a) retain, use, or disclose Customer Personal Data for any purpose other than the Business Purpose specified in Schedule A or as otherwise permitted by this DPA; (b) “sell” or “share” (as those terms are defined under Applicable US Privacy Law) Customer Personal Data; or (c) combine Customer Personal Data received from Customer with Personal Information received from or collected from other sources, except as permitted under Applicable US Privacy Law or elsewhere in this DPA. In the event that any amendment to, or change in, Applicable US Privacy Law imposes obligations on Service Provider that are materially beyond those required as of the Effective Date of this DPA, or that would require Service Provider to incur material additional costs to comply, Service Provider shall have no obligation to comply with such additional obligations until the Parties have conferred in good faith regarding the impact of such change; and if the Parties are unable to agree on an allocation of such additional costs or obligations within thirty (30) days of Service Provider's written notice to Customer of the change, Service Provider may, at its election: (a) pass through to Customer any reasonable additional costs required to achieve compliance, which Customer shall pay within thirty (30) days of invoice; or (b) terminate the affected portion of the Platform Services upon sixty (60) days' written notice to Customer without liability to Customer for such termination.

3.4. De-identified Data. To the extent Service Provider creates de-identified information derived from Customer Personal Data, Service Provider will: (a) implement reasonable technical and organizational measures to prevent re-identification; (b) not attempt to re-identify such information; and (c) require any recipient to comply with the same restrictions.

3.5. Compliance Continuation. Service Provider will notify Customer in writing if it determines or reasonably suspects its inability to materially comply with its obligation set forth in this DPA.

3.6. Confidentiality. Service Provider will impose on its employees and contractors an obligation to maintain the confidentiality of Customer Personal Data.

3.7. Artificial Intelligence and Automated Processing. To the extent Customer's subscription under the Related Agreement includes AI Features, as defined in Schedule C, the additional terms set forth in Schedule C shall apply and are incorporated into this DPA by reference. In the event of a conflict between Schedule C and the DPA body with respect to the Processing of Customer Personal Data through AI Features, Schedule C shall prevail.

4. SUB-PROCESSORS

4.1. General Authorization. Customer hereby provides written authorization for Service Provider to engage Sub-processors to assist in providing the Platform Services and Process Customer Personal Data, subject to the requirements of this Section 4. Service Provider’s current Sub-processors are listed in Schedule B.

4.2. Changes. Service Provider will provide Customer with reasonable prior written notice (which may be by email or by updating Schedule B on Service Provider’s website) before adding or replacing any Subprocessor that will Process Customer Personal Data. If Customer reasonably objects to a proposed Subprocessor on data protection grounds, Customer shall notify Service Provider in writing within ten (10) business days of receiving notice. The Parties shall work in good faith to resolve the objection. If unresolved within thirty (30) days, Customer’s sole and exclusive remedy is to terminate the affected portion of the Platform Services upon written notice.

4.3. Sub-processor Obligations. Service Provider will impose relevant data protection obligations on each Sub-processor that are materially consistent with those in this DPA with respect to Customer Personal Data. Service Provider remains responsible to Customer for its Sub-processors’ performance, subject to the liability limitations in Section 10 and the Related Agreement.

5. INDIVIDUAL RIGHTS REQUESTS

5.1. Customer Responsibility. Customer, as the business or controller, is solely responsible for receiving, validating, and responding to requests from individuals exercising their privacy rights under Applicable US Privacy Law (“Rights Requests”), including rights to know, delete, correct, opt out, and data portability.

5.2. Service Provider Assistance. Service Provider will provide reasonable technical assistance to Customer to fulfill Rights Requests, to the extent technically feasible given the nature of the Processing and the information available to Service Provider. Where Platform Services self-service tools are available, Customer shall use such tools in the first instance.

5.3. Direct Requests. If Service Provider receives a Rights Request directly from an individual relating to Customer Personal Data, Service Provider will notify Customer and will not respond to the individual directly, except to acknowledge receipt or as required by Applicable US Privacy Law.

6. DATA BREACH NOTIFICATION

6.1. Notification to Customer. Upon becoming aware of a Data Breach, Service Provider will notify Customer without undue delay. Such notification will be provided to the contact designated in Schedule A.

6.2. Content. Service Provider’s notification will include, to the extent then known: (a) the nature of the Data Breach and categories and approximate number of individuals and records affected; (b) measures taken or proposed to address the Data Breach; and (c) Service Provider’s designated privacy contact. Service Provider may provide information in phases.

6.3. Customer’s Notification Responsibility. Customer is solely responsible for all notifications to affected individuals, state attorneys general, regulatory authorities, and any other required third parties under Applicable US Privacy Law. Service Provider will have no obligation to notify any individual or authority directly. Service Provider will provide reasonable assistance to Customer in preparing required notifications upon Customer’s written request, at Customer’s expense.

6.4. No Admission. Service Provider’s notification of a Data Breach shall not be construed as an admission of fault, liability, or responsibility.

7. RETENTION AND DELETION

7.1. Retention. Service Provider will retain Customer Personal Data only for as long as necessary to provide the Platform Services, as required by Applicable US Privacy Law or the Related Agreement, or as otherwise necessary under this DPA.

7.2. Return or Deletion. Upon termination or expiration of the Related Agreement, or upon Customer’s written request, Service Provider will, at Customer’s election and expense: (a) return Customer Personal Data to Customer in a commonly used machine-readable format; or (b) securely delete or destroy Customer Personal Data; in each case within sixty (60) days of Service Provider’s receipt of Customer’s written request.

7.3. Backups and Archives. Notwithstanding the foregoing, Service Provider shall not be required to delete Customer Personal Data to the extent that retention is: (a) necessary to comply with applicable law, regulation, legal process, or governmental request, including applicable data retention mandates; (b) necessary to establish, exercise, or defend legal rights or claims arising out of or related to this DPA or the Related Agreement, including for purposes of litigation, dispute resolution, or regulatory investigation; (c) necessary to detect, prevent, or investigate fraud, security incidents, or other illegal or unauthorized activity involving the Platform Services; (d) necessary for audit, compliance, or financial record-keeping purposes in accordance with Service Provider's reasonable internal policies and applicable law; (e) contained in backup, archival, or disaster recovery storage systems prior to the scheduled purge or rotation of such systems in the ordinary course of Service Provider's data management practices, provided that Service Provider will not actively restore, access, or use such data for any purpose other than recovery operations; or (f) otherwise required or permitted by Applicable US Privacy Law. In each case, Customer Personal Data retained pursuant to this Section will remain subject to the confidentiality and security obligations of this DPA, except as the preceding exceptions require, and will be deleted as soon as all applicable exceptions no longer apply.

8. AUDIT AND COMPLIANCE

8.1. Compliance Documentation. No more than once per calendar year, unless required by Applicable US Privacy Law, Service Provider will make available to Customer, upon written request, information reasonably necessary to demonstrate compliance with this DPA.

8.2. Third-Party Certifications. Service Provider may satisfy its obligations under Section 8.1 by providing a current third-party audit report or certification (such as SOC 2 Type II) covering the Platform Services.

Customer shall treat such reports as Service Provider’s Confidential Information.

9. GOVERNMENTAL CUSTOMER PROVISIONS

9.1. Applicability. This Section 9 applies where Customer is a U.S. federal, state, or local government agency, instrumentality, or public entity (“Governmental Entity”).

9.2. Sovereign Immunity. Nothing in this DPA constitutes a waiver of any governmental immunity, sovereign immunity, or similar immunity to which Customer may be entitled under applicable law. Service Provider acknowledges that certain remedies that might otherwise be available under this DPA, including injunctive relief, specific performance, punitive damages, or consequential damages, may be limited or entirely unavailable against a Governmental Entity under applicable law. Any such limitations shall not affect the validity or enforceability of the remaining provisions of this DPA.

9.3. Appropriations. To the extent Customer is a Governmental Entity, Customer’s obligations under this DPA are subject to the availability of lawfully appropriated funds. Service Provider shall not be entitled to any remedy against Customer for failure to perform obligations arising solely from a lack of appropriated funds, provided that Customer promptly notifies Service Provider of such circumstance.

9.4. Open Records and Public Records Laws. Customer acknowledges that Customer Personal Data submitted to the Platform Services may be subject to applicable open records, public records, freedom of information, or government records laws (“Records Laws”). Customer is solely responsible for determining whether and how Records Laws apply to Customer Personal Data, for responding to any records request, and for any resulting disclosure. Service Provider shall, upon written request, provide reasonable assistance in identifying Customer Personal Data relevant to a records request. Service Provider’s compliance with a records disclosure directed by Customer shall not constitute a breach of this DPA.

9.5. Government Contracting Requirements. Customer shall notify Service Provider in writing of any government contracting requirements that impose specific data protection obligations on Service Provider prior to execution of this DPA. Service Provider will use commercially reasonable efforts to accommodate such requirements, provided that Service Provider shall not be required to accept obligations that materially expand its liability or obligations beyond those in this DPA.

9.6. No Third-Party Beneficiaries. This DPA is for the sole benefit of the Parties and their permitted successors and assigns. No government agency, constituent, end user, or other third party is a third-party beneficiary of this DPA or has any right to enforce its terms.

10. LIMITATION OF LIABILITY AND DISCLAIMERS

10.1. Incorporation of Related Agreement Limitations. The limitations on Service Provider’s liability set forth in the Related Agreement, including any aggregate caps and exclusions of consequential, indirect, incidental, special, or punitive damages, apply in full to all claims arising under or related to this DPA.

Nothing in this DPA expands Service Provider’s liability beyond the limits in the Related Agreement.

10.2. Aggregate Liability Cap. Notwithstanding any other provision of this DPA or the Related Agreement, Service Provider’s total aggregate liability to Customer for all claims arising under or related to this DPA, whether in contract, tort, statute, or otherwise, shall not exceed the total fees actually paid by Customer to Service Provider under the Related Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

10.3. Exclusion of Consequential Damages. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER

OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR

CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF

DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, ARISING

OUT OF OR RELATED TO THIS DPA OR THE PROCESSING OF CUSTOMER PERSONAL DATA, EVEN IF SERVICE

PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.4. Disclaimer of Warranties. SERVICE PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, WITH RESPECT TO THE SECURITY OR PRIVACY OF CUSTOMER PERSONAL DATA BEYOND THE OBLIGATIONS EXPRESSLY SET FORTH IN THIS DPA. SERVICE PROVIDER DOES NOT WARRANT THAT ITS SECURITY MEASURES WILL PREVENT ALL DATA BREACHES OR UNAUTHORIZED ACCESS.

10.5. Customer’s Sole Responsibility for Compliance. Service Provider’s performance of its obligations under this DPA does not constitute legal advice and does not guarantee Customer’s compliance with Applicable US Privacy Law or any other law. Customer is solely responsible for its own legal compliance, including obtaining all required consents, providing all required notices, and responding to all individual rights requests. Service Provider shall have no liability for Customer’s failure to comply with Applicable US Privacy Law.

11. TERM AND TERMINATION

11.1. Term. This DPA is effective as of the Effective Date and remains in force for the duration of the Related Agreement.

11.2. Termination. This DPA terminates automatically upon the earlier of the termination or expiration of the Related Agreement and may not be terminated independently.

11.3. Survival. Sections 2.2 (Customer Representations), 7 (Retention and Deletion), 9 (Governmental Customer Provisions) where applicable, 10 (Limitation of Liability and Disclaimers), and any other provisions that by their nature should survive, shall survive termination or expiration of this DPA.

12. GENERAL PROVISIONS

12.1. Order of Precedence. In the event of a conflict between this DPA and the Related Agreement with respect to the Processing of Customer Personal Data, this DPA shall prevail.

12.2. Governing Law. This DPA shall be governed by and construed in accordance with the governing law provision of the Related Agreement. To the extent Applicable US Privacy Law mandates specific terms or dispute resolution procedures, those shall apply as required by law.

12.3. Updates. Service Provider may update this DPA from time to time to reflect changes in Applicable US Privacy Law or Service Provider’s practices. Service Provider will provide Customer with reasonable prior notice of material changes. Customer’s continued use of the Platform Services after the effective date of any update constitutes acceptance.

12.4. Entire Agreement. This DPA, together with the Related Agreement and its schedules and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings relating thereto.

12.5. Severability. If any provision of this DPA is held invalid or unenforceable, the remaining provisions continue in full force.

12.6. No Waiver. No failure to exercise, and no delay in exercising, any right or remedy under this DPA constitutes a waiver of that right or remedy.

12.7. Counterparts; Electronic Signatures. This DPA may be executed in counterparts, each of which is an original. Electronic signatures are valid and binding.

12.8. No Third-Party Beneficiaries. This DPA is for the sole benefit of the Parties. No third party, including any End User, individual, or government body, has any right to enforce this DPA.

IN WITNESS WHEREOF, the Parties have executed this DPA as of the Effective Date.

EUNA SOLUTIONS, INC.

Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________

CITY OF COALINGA
Signature: _________________________
Name: __Sean Brewer________________
Title: __City Manager_________________
Effective Date: _________________________
SCHEDULE A — DETAILS OF PROCESSING
This Schedule A forms part of the DPA and describes the processing activities to be performed by Service Provider.

Subject matter of Processing: Provision of the Platform Services as described in the Related Agreement Duration of Processing: For the term of the Related Agreement and as specified in Section 7 Nature and purpose of Processing
(Business Purpose):

Processing necessary to deliver, maintain, support, secure, and operate the Platform Services, including account management, transaction processing, technical support, security monitoring, and as otherwise directed by Customer in writing or described in the DPA
Processing Instructions: In addition to other instructions, purposes and requirements of the DPA, Service Provider will Process Customer Personal Data in accordance with the following instructions, which Customer may supplement or modify in writing from time to time:
(a) Customer's configuration of the Platform Services, including user permissions, access controls, workflow settings, data fields, and reporting parameters, constitutes Customer's instructions to Service Provider regarding the manner in which Customer Personal Data is organized, accessed, and used within the Platform Services; (b) Customer's submission of data through the Platform Services constitutes Customer's instruction to Process that data in connection with the specific Platform Services module or function to which it is submitted; and (c) Customer's written requests submitted through Service Provider's support channels, account management processes, or other designated means constitute ad hoc instructions for Processing activities outside the scope of Customer's standard configuration. Service Provider has no obligation to evaluate whether Customer's instructions are appropriate for Customer's business purposes or compliant with applicable law, and Customer is solely responsible for the instructions it provides.

Categories and Type of Customer
Personal Data:

Employee names and contact information, constituent data, financial transaction data, procurement data, budget and compensation data as applicable to subscribed Platform Services.

Type of Sensitive Personal
Information (if any):

Financial account credentials, Social Security numbers, Utility Account holder information, Employee Banking Information, City Banking account information.

Categories of individuals: Customer’s employees, End Users, and other individuals whose Personal Information Customer submits to the Platform Services
Customer contact for Data Breach
notification:

Mai Vang (559) 935-1533 ext. 129 email: [email protected] Christina Estrada (559) 935-1533 ext. 134 email: [email protected] Yasmin Gonzalez (559) 935-1533 ext. 125 email: [email protected] SCHEDULE B — APPROVED SUB-PROCESSORS
The following Sub-processors are approved as of the Effective Date. Changes will be notified in accordance with Section 4.2.

Sub-processor Location Processing Purpose
Sub-processors Please refer to the full listing on our website at https://eunasolutions.com/privacy-policy/
Additionally, current Sub-processor list available upon request from [email protected].

SCHEDULE C — ARTIFICIAL INTELLIGENCE AND AUTOMATED PROCESSING This Schedule C forms part of the DPA and applies only where Customer's subscription under the Related Agreement includes AI Features as defined herein. Where Schedule C does not apply, the terms of this Schedule C create no obligations for either Party. In the event of a conflict between this Schedule C and the DPA body with respect to the Processing of Customer Personal Data through AI Features, this Schedule C shall prevail.

C.1 Definitions. As used in this Schedule C:
(a) "AI Features" means any artificial intelligence, machine learning, generative AI, automated decision-making, or similar algorithmic processing capabilities made available by Service Provider as part of the Platform Services, as identified in the applicable order form, statement of work, or product documentation. (b) "AI Output" means any content, recommendation, prediction, decision, score, summary, or other result generated by AI Features in connection with the Processing of Customer Personal Data. (c) "Third-Party AI Provider" means any third-party provider of AI infrastructure, foundation models, or machine learning services engaged by Service Provider in connection with the delivery of AI Features, as listed in Schedule B.

C.2 Scope of Processing Through AI Features. Service Provider will Process Customer Personal Data through AI Features only: (a) as directed by Customer through Customer's configuration and use of the Platform Services; (b) for the Business Purpose; and (c) subject to the restrictions on use and disclosure set forth in the DPA. This Schedule C supplements but does not replace the processing obligations in the DPA body, which continue to apply to all Processing of Customer Personal Data including Processing through AI Features.

C.3 Prohibition on Training. Service Provider will not use Customer Personal Data to train, develop, fine-tune, or otherwise improve any AI or machine learning model, whether operated by Service Provider or a Third-Party AI Provider, for use beyond the specific instance of the Platform Services provided to Customer under the Related Agreement, without Customer's prior written consent. Service Provider will impose equivalent restrictions on any Third-Party AI Provider with access to Customer Personal Data in connection with the AI Features.

C.4 Third-Party AI Providers. Customer acknowledges that certain AI Features may be powered by Third-Party AI Providers. Service Provider will: (a) identify any Third-Party AI Providers with access to Customer Personal Data in Schedule B; (b) impose data protection obligations on such providers that are materially consistent with those in this DPA with respect to Customer Personal Data; and (c) require that such providers do not use Customer Personal Data to train their own models or for any purpose other than delivering the AI Features to Service Provider on Customer's behalf.

C.5 Automated Decision-Making — Customer's Responsibility. To the extent AI Features generate AI Outputs that Customer uses to inform or make decisions about individuals, Customer acknowledges and agrees that: (a) Customer is solely responsible for evaluating the appropriateness, accuracy, and fitness of AI Outputs before applying them to any decision affecting individuals; (b) Service Provider does not represent or warrant the accuracy, completeness, reliability, or fitness for any particular purpose of AI Outputs, and AI Outputs may contain errors, omissions, or inaccuracies inherent in AI and machine learning systems; (c) Customer shall maintain appropriate human oversight of any decisions that produce legal or similarly significant effects concerning individuals, to the extent required by Applicable US Privacy Law or any applicable AI-specific law or regulation; and (d) Customer shall not rely solely on AI Outputs as the basis for decisions that produce legal or similarly significant effects concerning individuals without human review.

C.6 Individual Rights Regarding Automated Processing. To the extent Applicable US Privacy Law grants individuals rights with respect to automated decision-making, profiling, or AI-generated outputs, Customer is solely responsible for receiving, evaluating, and responding to such rights requests with respect to Customer's deployment and use of AI Features. Service Provider will provide reasonable technical assistance to Customer in fulfilling such obligations upon Customer's written request, to the extent technically feasible given the nature of the AI Features and the information available to Service Provider.

C.7 AI-Specific Regulatory Compliance. Customer is solely responsible for determining whether its deployment and use of AI Features constitutes a "high-risk artificial intelligence system," "automated decision system," or similar regulated category under any applicable AI-specific law or regulation, including without limitation the Colorado Artificial Intelligence Act, Colo. Rev. Stat. § 6-1-1701 et seq., or any other applicable state, federal, or local AI law or regulation enacted and effective from time to time, and for fulfilling any resulting compliance obligations, including algorithmic impact assessments, disclosures to affected individuals, and any required regulatory filings or registrations. Service Provider will provide reasonable cooperation to Customer in connection with such obligations upon Customer's written request, at Customer's expense.

C.8 Changes in AI-Specific Law. In the event that any amendment to, or change in, any applicable AI-specific law or regulation imposes obligations on Service Provider with respect to AI Features that are materially beyond those required as of the Effective Date of this DPA, or that would require Service Provider to incur material additional costs to comply, the provisions of Section 3.3 of the DPA governing changes in law shall apply with equal force to such AIspecific legal changes.

C.9 Disclaimer Regarding AI Outputs. CUSTOMER ACKNOWLEDGES THAT AI FEATURES INVOLVE INHERENT

LIMITATIONS AND RISKS, INCLUDING THE POTENTIAL FOR INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE ERRONEOUS OUTPUTS. SERVICE PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI OUTPUT.

CUSTOMER ASSUMES ALL RISK ARISING FROM ITS RELIANCE ON OR USE OF AI OUTPUTS, AND SERVICE PROVIDER

SHALL HAVE NO LIABILITY FOR ANY HARM, LOSS, OR DAMAGE ARISING FROM CUSTOMER'S USE OF, RELIANCE ON,

OR DECISIONS MADE IN CONNECTION WITH AI OUTPUTS, INCLUDING WHERE SUCH HARM RESULTS FROM ERRORS, HALLUCINATIONS, BIASES, OR OTHER LIMITATIONS INHERENT IN AI SYSTEMS.

C.10 Schedule A and Schedule B. Where AI Features are included in Customer's subscription: (a) Customer shall identify in Schedule A any categories of Customer Personal Data that will be submitted to or Processed by AI Features, and the specific Business Purpose for such Processing; and (b) Service Provider shall identify in Schedule B any Third-Party AI Providers with access to Customer Personal Data, which Customer hereby authorizes subject to the requirements of Section C.4 and Section 4 of the DPA. eunasolutions.com 1
Statement of Work
Statement of Work
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Prepared for: City of Coalinga
Project Name: City of Coalinga, CA | EB
Version Date Author Description of Changes

1.0 July 14, 2026 Tiffany Cooper SOW Creation

1. Introduction & Purpose
This Statement of Work (“SOW”) is entered into and by Euna Solutions (“Euna”) and City of Coalinga (“the Customer”). This SOW is issued under, and fully incorporates, the terms and conditions set out in Order Form 00017679 and any associated legal terms as previously agreed between Euna and the Customer. All services and transactions provided through this SOW will follow the terms of this SOW, the End User License Agreement or Master Services Agreement, together referred to as (the “Agreement”), and any related purchase order (PO). If there is any conflict between this SOW and the Agreement, the Agreement will take precedence.

1.1 Purpose
The purpose of this SOW is to outline the functional and implementation scope, services, responsibilities, period of performance, and terms of engagement for the deployment of Euna Budget (the “Solution”) for the Customer.

1.2 Organizational Scope
At the organizational level, Euna and the Customer commit to a collaborative partnership throughout the implementation. Both parties will designate primary points of contact to facilitate communication, align objectives, and address issues efficiently throughout the project lifecycle. Each party is responsible for ensuring its personnel and resources are available and responsive as needed to support the project timeline. The roles and responsibilities described in Section 4 reflect this shared commitment and govern each party's obligations throughout the implementation.

1.3 Period of Performance
Euna and the Customer agree to work in good faith to execute according to the mutually defined project timeline, which is developed during the discovery phase, and the agreed upon scope of work in order to achieve project milestones and deliverables. Euna and the Customer acknowledge that the achievement of milestones, deliverables, and any planned Go-Live date is dependent upon mutual cooperation and the fulfillment of agreed responsibilities. Adjustments to the timeline or scope, including any extension of the Period of Performance, may be made, as reasonably required, through the Change Control Process defined in Section 6.

1.3.1 Expiration of Services
Unless otherwise agreed in writing by both parties, the obligation of Euna to provide professional services under this SOW will automatically expire upon the earlier of:
• Completion of the services described in this SOW; or
• Twelve (12) months from the Effective Date of the applicable Order Form If the Services are not completed within the initial services period, the parties may extend the period of performance through a fully executed Change Order per Section 6. Any such extension may include revised timelines, assumptions, resource scheduling, and applicable fees based on the remaining Statement of Work
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scope of services. Euna will consider reasonable extension requests, subject to resource availability and mutual agreement. Prior to executing any extension, Euna will provide Customer with a written summary of any revised fees, resource costs, or other cost impacts associated with the extended period of performance, and no such costs shall be binding on Customer until both parties have executed a Change Order per Section 6 reflecting the agreed-upon terms. Customer's execution of such Change Order shall constitute acceptance of the revised timeline, scope assumptions, and any applicable cost adjustments set forth therein.

1.3.1 Customer Delay Charges
If Euna reasonably determines that a Customer-caused delay is likely to result in additional fees, schedule impacts, or resourcing inefficiencies, Euna will provide prompt written notice to Customer describing the cause of the delay and the anticipated impact. The parties will work together to mitigate such impact through rescheduling or other appropriate corrective action. The Customer will have 10 business days to cure prior to delay charge assessment by Euna.

Where Customer-caused delays result in additional costs, Euna will document such costs and present them to Customer through the applicable change control process. Any material changes to fees, timing, or scope arising from such delays will be subject to a fully executed Change Order per Section 6 prior to invoicing. For the avoidance of doubt, Euna's obligation to continue performance shall not be conditioned on Customer's approval of any proposed Change Order, and Euna reserves the right to adjust project scheduling and resource allocation where Customer-caused delays materially impact Euna's ability to perform.

Such charges will be billed in accordance with Euna’s then-current professional services rate card (Exhibit 2) and are in addition to the fixed or milestone fees described in this SOW. Delays caused by Euna, third-party vendor APIs, or mutual agreement do will not trigger such charges or exhaust the 23- week PM timeframe.

2. Scope of Work
The scope of this engagement encompasses the implementation and enablement of one or more Euna software applications. The specific products to be implemented are detailed in the accompanying Order Form 00017679 and will determine the configuration and project structure that follows.

2.1 Project Scope Overview
Euna Budget Pro is a cloud-based software as a service (SaaS) solution hosted by Euna using Microsoft Azure. Euna Budget offers robust support for public sector budget formulation, including operating, personnel, and capital budgeting. Customers may also utilize forecasting tools, scenario planning modules, and amendment workflows to manage dynamic fiscal planning.

2.1.1 In Scope Overview
The following Euna Budget components and services are included in implementation of the Solution:
- Personnel Planning & Budgeting Module
- Transparency & Reporting
- Capital Module
- Operating Module
Production System
Statement of Work
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As per hosting agreement, Euna will establish a single production instance of the Euna Budget system.

Note that in addition to the hosted production system, the Customer must provide user workstation environments as follows:
• A web browser: supported browsers - Microsoft Edge, Firefox latest release, Chrome latest release
• Microsoft .NET Runtime 4.68 installed
• Microsoft Excel® 2007 or newer (if spreadsheet export/import feature is required, and/or saving reports as Excel is required)
• Microsoft Word® 2007 or newer (if scheduled reporting and/or saving reports as Word is required)
• Microsoft's freely available desktop version of Report Builder installed (if self-serve report authoring is required from browsers other than Internet Explorer or Edge) - note that Microsoft has rebranded this "Power BI Report Builder" Sandbox System
A single sandbox environment is hosted for the Customer's development/test/QA/training needs. It is refreshed on demand by administrative users from within the application and is a clone of the production database. Integrations are not enabled by default and single sign-on (SSO) may need to be configured for sandboxes. Any additional in scope sandbox environments will be included in the Detailed Scope of Work in Section 2.2.

Project Management & Analysis
The scope includes overhead of project management and analysis. Euna will assign an implementation manager (PM) to lead this implementation on Euna’s behalf. The role and responsibility of the PM is to ensure that the product is implemented according to this SOW. The project management approach and roles and responsibilities associated with this SOW are outlined in more detail in Sections 3 and 4, respectively.

The time allocated to project management is estimated at 23 weeks contiguous from project kickoff.

Any additional, customer-specific, weeks of project management that are in scope will be included in Section 2.2 scope tables below. Where delays are not on the part of Euna Solutions, additional project management and analysis beyond this limit may be billable at Euna Solutions' standard services rate.

Data Loading
The Customer can use the software's user interface or Euna Budget's Microsoft Excel export/import feature to further amend and maintain data, or to load data where this is a Customer task. For example, where Euna’s work to load prior year data may be limited to a specific number of years in order to reduce implementation cost, there is no system limit to the number of prior years that the Customer can load using The Solution’s export/import feature.

Standard Entities and Data Structures
The Euna Budget system is a relational database built on a standard data model. Using the system's user interface, this data model may be enhanced to mirror the Customer's data structures, notably the chart of accounts that is unique to the Customer's institution. While all of the standard tables ('entities') must be retained, the following points are held to be true:
• Any of the standard entities may be renamed to match the Customer's terminology Statement of Work
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• Out-of-the-box entities may be ignored, or in some cases filled with place-holder data, if not useful
• There is a defined, immutable, relationship between certain entities - for example Costing Centers (Operating) and Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division
• The General Ledger (GL) Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Personnel, Capital, Financial Statements, and Performance)
• GL Account Categories must be categorized as containing either a revenue or expenditure account (accommodation is made for other account types in the Financial Statements module)
• Euna Budget enacts data integrity through the use of relational data structures. Data structures which do not follow accepted data principles (for example, re-using GL Accounts/Object Codes to mean different things to different Departments) can typically be accommodated but is not guaranteed and such accommodation can extend the import timeframe
A list of the standard entities and their relationship is available upon request.

Application-Level Security
Euna will assist the Customer in determining how and when to use the various security levels available within Euna Budget. The Customer will be responsible for configuring roles, uploading users and assigning them to groups and roles.

Standard Reports
Provision of Euna Budget's standard reports. These reports are provided as-is and may not fully address the Customer's specific reporting requirements.

Administrator Authored Reporting
Euna Budget's reporting infrastructure allows users to create ad-hoc views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting; as the data source for dashboard widgets; and as part of the ad-hoc analytics interface. Each ad-hoc view requires a base “entity” (database table), which can be one of Euna Budget's native data entities; a user configured entity; or a custom built “report entity” which consolidates the data from multiple entities and presents it to the ad-hoc view as a single entity ready to report on.

2.1.2 Out of Scope
Any product or service not explicitly listed in Section 2.2 below is considered out of scope. Additionally, the following items are out of scope including but not limited to:
• Major redesign of Chart of Accounts
• Development of non-standard integrations not listed in this SOW • Data cleanup or reformatting of historical data

2.2 Detailed Scope of Work
The following Euna Budget components and services are included in this SOW.

Statement of Work
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Operating Module Description
Operating Budgeting
Implementation - Essentials CSV
All items below are customer tasks - Euna will provide guidance and instruction to the Customer on how to compile data and configure their Euna Budget Pro instance.

Configuration and data import of the following Euna standard data structures:
- Division/Department hierarchy
- Fund Categories and Funds
- Account Categories and Expense and Revenue GL accounts - Other COA dimensions
Configuration and data import of standard Euna Operating data structures. At a minimum, the data will be sufficient to:
- Create Costing Centers (for each historical and current/future budget year to be loaded)
- Add Costing Centers to Departments
- Associate GL accounts to budgets and actuals
- Define Budget Promotion Stages
Budget Process Configuration: Define and configure the statuses, stages, snapshots, additional fields, forms, grids and change request types required to support all fundamental budgeting processes.

Import multiple years of operating budgets: Create dollar budget line items with GL Accounts at the Costing Center level.

Integrations:

Budget Export Integration: Interface to export the adopted budget from Euna into the Customer’s general ledger system. 1 point of budget export integration is included.

Data can be extracted into a text (“CSV”) file, an Excel® workbook, or through a RESTful API call to a Euna ad hoc view.

The implementation allows for a reasonable number of simple automated transformations such as basic filtering, field concatenation or splitting, flipping revenue signs.
* If a custom integration is required (for example to accommodate dynamic mapping of data due to legacy systems or non-normalized GL Account structures) then please discuss adding this for a one-time set-up fee.

GL Actuals Import Integration: Interface to copy/import financial Actuals into the Euna Operating module from the Customer’s general ledger system. This interface may be automated to run on a schedule. 1 point of actuals import integration is included.

Data to be imported will need to be in a standard “CSV” formatted file with the following required fields/columns, in the order listed.

1. AccountStructure

2. TransactionDate

3. Amount
Additional fields/columns may be added, upon the discretion of the Customer, Statement of Work
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Operating Module Description
as long as they follow Euna Budget Pro’s format.

Actuals can be individual transactions or monthly balance by account structure.

The implementation allows for a reasonable number of simple automated transformations such flipping revenue signs or date formats.

Transactions will be imported provided that the data element can be unambiguously matched to a pre-existing record (for example costing center, fund and GL account). An exception report is provided for data elements which cannot be matched. The import integrations will not create accounts, or segments of the account, in the case that the account or segment does not already exist in Euna.
* If a custom integration is required (for example to accommodate dynamic mapping of data due to legacy systems or non-normalized GL Account structures; or to read the actuals using a Web API) then please discuss adding this for a one-time set-up fee.

The implementation of this module includes one training session for training trainers, advanced users and application administrators in the features and use of the Operating module.

Personnel Planning &
Budgeting Module Description
Personnel Budgeting
Implementation - Essentials
All items below are customer tasks - Euna will provide guidance and instruction to the Customer on how to compile data and configure their Euna Budget Pro instance.

The Euna Personnel module is not loaded or used for historical fiscal years. It will be configured only for one fiscal year which should be either:
- Current fiscal year: the Customer will be able to verify the structure by “publishing” the Salaries to their current budget and making a comparison, but the position/employee data will be stale by one year and will need updating when rolling to the new budget year.
- New budget year (first year for which a new budget is being built using Euna).

Note that once in the system, all personnel data is rolled with the Operating budget when creating a new budget year. It does not need to be reloaded, simply updated to match the current state
Import of Positions & Employees, Grades & Scales and Position Costing.

Creation of Benefits (Modifiers) to generate supplementary personnel costs such as benefits, allowances and insurance.

The implementation of this module includes one training session for training trainers, advanced users and application administrators in the features and use of the Personnel module.

Statement of Work
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Capital Module Description
Capital Budgeting
Implementation - Essentials
All items below are customer tasks - Euna will provide guidance and instruction to the Customer on how to compile data and configure their Euna Budget Pro instance.

Configuration and data import of the following Euna Budget standard data structures, using data supplied by the Customer in Excel® workbooks provided by Euna, if not already done as part of the Operating Module implementation:
- Division/Department hierarchy
- Fund categories and funds
- Account categories and expense and revenue GL accounts - Statistical account categories and statistical accounts - Other Chart of Account segment values

Configuration and data import of standard Euna Capital data structures. At a minimum, the data will be sufficient to:
- Create Projects (including closed projects where historical budget is being loaded)
- Add Projects to the list of Departments that are consistent with, and shared by, the Operating module
- Define Project Promotion Stages

The configuration data may optionally contain data to:
- Define Asset Categories & Asset Types
- Define a Single Set of Project Ranking Metrics

Import multiple years of capital budgets: Create dollar budget line items with GL Accounts at the Project level.

Integrations:

Budget Export Integration: Interface to export the adopted budget from Euna into the Customer’s general ledger system. 1 point of budget export integration is included.

Data can be extracted into a text (“CSV”) file, an Excel® workbook, or through a RESTful API call to a Euna ad hoc view.

The implementation allows for a reasonable number of simple automated transformations such as basic filtering, field concatenation or splitting, flipping revenue signs.
* If a custom integration is required (for example to accommodate dynamic mapping of data due to legacy systems or non-normalized GL Account structures) then please discuss adding this for a one-time set-up fee.

GL Actuals Import Integration: Interface to copy/import financial Actuals into the Euna Capital module from the Customer’s general ledger system. This interface may be automated to run on a schedule. 1 point of actuals import integration is included.

Data to be imported will need to be in a standard “CSV” formatted file with the following required fields/columns, in the order listed.

1. AccountStructure

2. TransactionDate
Statement of Work
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Capital Module Description

3. Amount
Additional fields/columns may be added, upon the discretion of the Customer, provided they follow Euna Budget Pro’s format.

Actuals can be individual transactions or monthly balance by account structure.

The implementation allows for a reasonable number of simple automated transformations such flipping revenue signs or date formats.

Transactions will be imported provided that the data element can be unambiguously matched to a pre-existing record (for example project, fund and GL account). An exception report is provided for data elements which cannot be matched. The import integrations will not create accounts, or segments of the account, in the case that the account or segment does not already exist in Euna.

* If a custom integration is required (for example to accommodate dynamic mapping of data due to legacy systems or non-normalized GL Account structures; or to read the actuals using a Web API) then please discuss adding this for a one-time set-up fee.

The implementation of this module includes one training session for training trainers, advanced users and application administrators in the features and use of the Capital module.

Transparency & Reporting Description
OpenBook & Report Studio
Implementation - Essentials
For OpenBook and Report Studio implementation:
- Self guided training materials for OpenBook to be provided by Euna - Customer will configure ad hoc views in Euna Budget* as a convenient source of OpenBook Core data. The Customer can configure as many additional views as required
- Customer will configure OpenBook Core Visualizations and Stories - Euna will train the Customer how to use Report Studio to a limit of 2 hours consulting time. The customer can configure as many reports as required - System Administration of OpenBook is a customer task

* Where the source system is not Euna Budget Professional, the Customer is responsible for providing clean, well organized data in CSV file for upload. In these cases, changes must be uploaded using point in time data files, as the system does not support automated synchronization from external sources.

Budget Book Implementation -
Essentials
The Customer can add multiple Budget Books to their OpenBook site following their approval workflow in “Budget Book Studio”. Budget Books are built with a customer-defined layout of data tables, reports, paragraphs of text, images, charts, and can embed OpenBook's “highlights” and “spotlights”.

Statement of Work
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Transparency & Reporting Description
Euna will provide advice, instruction and discuss configuration strategies cooperatively with the Customer. The Customer will work to configure all system requirements.

Euna services include:
- Self Guided Training materials
- Live cohort and office hours sessions as a group learning environment

Customer Tasks:
- Creation of “views” in Euna Budget * (Note: Budget Book is not suitable for arbitraty data mapping, complex (re)calculation of values, and/or reporting of budget using roll-ups and segments other than those by which the budget is built and managed in Euna Budget)
- Development of reports in Report Studio
- Configuration & testing of data integration from Euna Budget * - Creation and development of Budget Books
- All other system configuration

* Where the source system is not Euna Budget Professional, the Customer is responsible for providing clean, well organized data in CSV file for upload. In these cases, changes must be uploaded using point in time data files, as the system does not support automated synchronization from external sources.

2.3 Customer-Specific Work
Customer-specific work includes client business rules (CBRs), modifiers, user interface (grids, forms, etc.), non-standard integrations, hand-crafted reports, specialized reporting and dashboard requirements, and ad-hoc entities.

Any customer-specific work not explicitly enumerated in Section 2.2 of this SOW is out of scope. If the Customer requests additional work, Euna will evaluate feasibility at its sole discretion. If Euna determines the work is feasible and elects to proceed, such work will be authorized solely through a fully executed Change Order, which will specify the scope, deliverables, and an estimate for time and materials charges at Euna's then-current professional services rates. No customer-specific work will commence prior to execution of the applicable Change Order.

2.4 Integrations
“Integration” as used in this SOW refers to the automation of data exchange between Euna Budget Pro and 3rd party systems. For each of the integrations in scope, Euna shall be responsible for:
• Configuring data transformations, as described by the Customer during the implementation
• Providing the software interface into Euna Budget Pro, and the operational infrastructure required to manage the integration
Statement of Work
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Euna does not offer services to build the 3rd party system end of integrations. The Customer is responsible for creating data sources and destinations within their 3rd party systems, either through their IT team or through their system’s integrator. Such data sources and destinations may be database queries, delimited files, and/or web services.

The Customer is advised that in a “cloud” environment, Euna is unlikely to be granted the local network access to the Customer's other enterprise systems for a direct database-to-database integration. The most likely mode of integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via web services may be possible where the 3rd party system provides a web services interface that provides/accepts data required by the Customer. It will be the Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used.

For all integrations in scope, the following are held to be true except where specifically listed as a customer-specific integration:
• Records being copied into the Solution require a unique key to unambiguously match incoming data with pre-existing records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g. Position+Employee Number). An exception report is provided for data elements which cannot be thus matched. In the case of the Capital integrations this is particularly noteworthy: each record must include a unique project identifier (e.g. Project Number)
• While it is likely that the Solution can accommodate any chart of account segments (“chart fields”), and Euna shall accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically described) is not in-scope
• Euna Budget integrations do not include the synchronization of chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts, costing centers, and projects, etc. is not automatically updated from the general ledger or other external system
• Each distinct data source and/or output file is considered one point of integration. For example, if Statistical Actuals are required from multiple data sources, Euna will need to configure one integration for each data source and a single Statistical Actuals integration will be insufficient
• Filtering is coded into the integration and there is no custom user interface for the selective export of sections of the budget except to choose a budget year, or in the case of Actuals imports the date range
• Standard budget export integrations, where in scope, do not have the ability to export only changes since the last export. The entire budget is exported each time. A budget amendment export integration is required in order to export selected parts of the budget, such as changes since the last export
• Amended budget export integrations, where in scope, will be either export individual amendments as created, or export the batch of amendments since the last export, or import amendments from the general ledger system as read-only budget lines. Which of these options is used is a detail determined during the implementation, but each amendment integration will only work in one of these modes • Actuals Import integrations cannot be used to amend the budget Statement of Work
eunasolutions.com 11

2.5 Data Conversion
Euna will provide standardized templates and guidance for the initial data load, including Chart of Accounts, budget data, and a limited number of prior years as agreed. The Customer is responsible for preparing and delivering clean, complete, and validated data. Data must align with the system’s relational model (e.g., consistent Chart of Accounts, funds, and departments). Final review and sign-off of converted data is the Customer’s responsibility.

Euna is not responsible for cleansing, reconciling, or reformatting Customer data; all data provided must be accurate, complete, and in the agreed format before loading. Failure by the Customer to provide clean, validated data in the required format may delay the project schedule, impact deliverable quality, and result in additional cost through a change order.

3. Project Management Approach

3.1 Project Management Methodology
Our professional services team uses a hybrid Agile/Waterfall project management approach that helps align project goals and outcomes with stakeholders. This combined approach emphasizes planning and documentation as well as collaboration between stakeholders and project teams. It allows for regular meetings with stakeholders to gather feedback and ensure that the project is progressing in the right direction.

3.2 Project Governance
Euna and the Customer will set up a clear governance framework to keep the project on track. This framework will define roles, meeting schedules, escalation paths, and decision-making processes to ensure quick issue resolution and smooth progress. Euna Solutions will support the Customer’s project leadership by:
• Helping define governance and escalation processes
• Supporting change control
• Recommending meeting schedules and formats
• Advising on managing project risks, actions, and decisions The Customer is ultimately accountable for governance, including timely decisions, approvals, prioritization, and resourcing. Delays in governance decisions or approvals may affect the project’s schedule, deliverables, or costs. Such impacts will be managed through the change control process.

3.3 Project Planning
Following project kickoff, the Euna Project Manager or Representative will develop a working project plan in consultation with the Customer's Project Manager and designated team members. The project planning phase will establish the specific approach to implementing the project, including key milestones, deliverables, and responsibilities.

3.4 Implementation Approach
Our 27 years of budget software development and implementation experience guides our delivery methodology. At Euna, we emphasize flexibility, collaboration, and responsiveness – without enforcing rigid frameworks. By delivering solutions iteratively and engaging stakeholders throughout the process, we ensure that evolving needs are met efficiently and transparently. Customers benefit from a hybrid Statement of Work
eunasolutions.com 12
model that combines the adaptability of Agile with the discipline of milestone-based delivery. This means faster time-to-value, reduced rework, and confidence in both the process and the outcomes.

3.5 Implementation Timeline
A milestone marks a key point in the project where an important phase or deliverable is completed.

Milestones provide visibility into project progress and support accountability for both parties throughout the engagement. A deliverable is a specific, agreed-upon output of the work being performed, such as a configured system, completed data migration, or documented configuration.

Implementation timelines vary based on the number of products deployed, the complexity of the Customer's environment, and the availability of Customer data and stakeholders. Euna's implementation follows a phased approach progressing from discovery and configuration through testing and go-live. The specific sequencing and timing of project activities will be coordinated by the assigned Euna Project Manager or Representative in collaboration with the Customer's project team.

No fixed milestones or delivery dates are committed to within this SOW.

3.6 Escalations
To ensure timely resolution of project issues, Euna and the Customer will follow a structured escalation path. This framework ensures that concerns are addressed at the right level, with clear accountability, consistent communication, and senior engagement when necessary.

Entry Point – Implementer
• Role: Implementation Manager, Project Manager, or Consultant • Purpose: Serves as the primary point of contact for day-to-day project delivery • Responsibilities: First escalation point, responsible for addressing issues directly, coordinating with supporting teams, and documenting details to support timely resolution First-Level Management
• Role: Direct Manager of the Implementer
• Purpose: Provides management oversight and additional expertise to support resolution • Responsibilities: Reviews the situation, engages other functional managers as needed, and ensures consistent, professional communication with the Customer Director Level
• Role: Product-Line Director of Professional Services
• Purpose: Offers senior authority and broader organizational support to ensure resolution
• Responsibilities: Oversees escalations that require higher-level decision-making, additional resources, or broader coordination across teams Senior Director / Executive Level
• Role: Senior Director of Professional Services or Chief Customer Officer • Purpose: Ensures executive engagement and alignment at the highest level of the organization
• Responsibilities: Provides direct senior oversight, engages with Customer leadership when appropriate, and ensures resolution efforts align with overall partnership goals Statement of Work
eunasolutions.com 13

3.7 Acceptance
All project milestones will go through a simple approval process to keep things clear and accountable.

Euna will communicate that a project milestone is complete and ready for Customer sign-off. The Customer shall have fifteen (15) business days to provide written notice of any non-conformance in reasonable detail. If no written notice is provided within that period, the deliverable shall be deemed accepted. Requested changes will restart the review cycle. Final milestone approvals will be captured in project records.

Where deficiencies are identified, Euna shall have a reasonable opportunity to cure the documented issues. Acceptance shall not be unreasonably withheld, conditioned, or delayed. Disputes regarding acceptance shall be escalated pursuant to the Change Control Process outlined herein. Major scope changes and formal change requests also require written approval before moving forward.

The project will be considered complete when all deliverables defined in this SOW have been completed and accepted by the Customer in accordance with the acceptance criteria. Acceptance can be confirmed by sign-off, written approval, or documented live use of the system. Deliverables that meet requirements in substance will be accepted, even if small issues remain that don't affect core functionality.

3.8 Testing
Euna uses a structured testing process for Euna Budget that validates system functionality, performance, and data integrity prior to go-live. Testing responsibilities are shared between Euna and the Customer, with each phase designed to confirm stability and readiness of the configured environment.
• System Testing: System testing is conducted within the configured client environment to verify core functions, workflows, and permissions. Environment backups and restorations are performed through Euna DevOps, ensuring rollback capability if needed.

Automated nightly performance jobs run on standard configurations to monitor application stability
• Integration Testing: Integration testing applies when data exchanges occur with external systems. For API integrations, Euna validates connectivity and data accuracy.

For CSV imports, the Customer provides a sample file for testing; Euna runs the import, and the Customer reconciles results
• Performance Testing: Euna performs automated load and stress tests to confirm application stability and scalability under normal operating conditions. These tests help identify performance issues prior to production deployment • User Acceptance Testing (UAT): UAT is led by the Customer to confirm that configured workflows meet business requirements. Euna provides a sample test script as a reference. The Customer conducts testing, records results, and determines acceptance; the Euna Implementation manager remains available for clarification or technical support as needed

3.9 Training
Training Approach
Euna Solutions' standard training model is to train the trainers / advanced users within the Customer's organization in all implemented aspects of the application. Training is a blend of online courseware and “live” training, via a web conference. In the case of video training, Euna’s PM will field outstanding Statement of Work
eunasolutions.com 14
questions after the scheduled viewing. Where a specialist trainer is “In Scope” below, this might be as a follow-up to a video or presentation of the entire course.

Training Schedule
Euna’s PM will identify when training should be delivered during implementation. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively, the Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Euna Budget.

Having received train-the-trainer training, the Customer is responsible for training the end users, except where explicitly included in the SOW (Section 2.2).

Training Locations
Remote Training: Additional training provided by Euna will be delivered using web conferencing tools.

Attendees can participate in the training from multiple locations using their own computer, or in a conference room with shared screen (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. These sessions may be recorded upon request, with the unedited recording provided to the Customer for storage and dissemination using their own media repository.

Online Resources
Euna Solutions maintains a substantial library of online training courseware. Having signed-up with a valid Customer email address, all material is available to all users during and after the implementation.

3.10 Implementation Support
Throughout implementation, Customers will receive support from a dedicated PM and the project team.

The PM oversees scheduling, communication, and milestone completion, serving as the primary point of contact for project coordination and issue tracking. During this phase, all Customer questions or system-related issues are discussed during weekly project meetings with the PM. Responses are managed directly by the implementation team and verified through scheduled project meetings.

4. Roles and Responsibilities
Complete role assignments and Customer responsibilities will be confirmed in the jointly developed project plan following project kick-off.

4.1 Project Roles

4.1.1 Euna’s Project Team
Euna will assign qualified personnel to deliver the services described in this SOW. All work will be performed in a professional manner consistent with industry best practices. Additional roles may be required depending on project scope, complexity, and Customer requirements. Euna reserves the right to substitute personnel with resources of equivalent qualifications and experience, with prior notice to the Customer.

Core Roles
At a minimum, Euna anticipates providing the following roles:

Statement of Work
eunasolutions.com 15
• Executive Sponsor – Provides overall strategic oversight and serves as an escalation point
• Project Manager or Representative – Responsible for day-to-day management, coordination, and reporting

4.1.2 Customer Team
The Customer agrees to provide sufficient staffing resources throughout the duration of the project to ensure a successful implementation. These Customer team roles may include:
• Project Sponsor: Senior leader who provides strategic direction and removes barriers to success
• Project Manager / Coordinator: Main liaison to the Euna project team. Responsible for internal coordination, scheduling, and approval cycles
• Subject Matter Experts (SMEs): Representatives from relevant departments who provide input into requirements, participate in meetings, testing, and training • System Administrator(s): Staff who will manage the solution post-implementation and participate in configuration and administrative training • IT Support (as needed): Assists with data extraction, testing, and internal system access/setup (e.g., SSO, integrations)
The Customer is responsible for ensuring timely access to relevant personnel, systems, and information as required to meet the project timeline. Lack of availability may result in delays or changes to the schedule.

4.2 Shared Responsibilities
Euna and the Customer agree that the implementation of the Solution is a shared responsibility, and that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Euna Solutions nor the Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so.

4.3 Customer Responsibilities
Delays or deficiencies in Customer responsibilities may impact the project timeline, deliverables, or costs. Such impacts will be managed through the change control process. Typical Customer responsibilities include, but are not limited to:
• Providing timely responses to configuration and data validation requests • Participating in meetings
• Participating in internal testing of configurations and training activities as appropriate • Delivering accurate and complete data for migration
• Providing access to required technical resources where integrations are in scope • Running the Customer’s project according to its own standards, practices, and protocols • Acting as the primary communication point with the Euna Project Manager • Providing definitive responses on decision points
• Executing Customer deliverables in a timely manner and advising the Euna PM of expected completion dates
• Reviewing implementation training materials in a timely manner. • Ensuring all Customer team members understand their roles and responsibilities • Conducting and signing off on end-to-end testing (with Euna providing support) • Performing all data validation
Statement of Work
eunasolutions.com 16
• Reviewing and providing formal approval (sign-off) on Euna deliverables

4.4 Euna Responsibilities
Euna will provide professional services to deliver the implementation described in this SOW. Euna’s responsibilities include guiding the Customer through a structured implementation process, providing configuration expertise, training, and project oversight to support a successful deployment. Euna reserves the right to allocate resources as needed and may adjust staffing or delivery methods at its discretion, provided qualified personnel are assigned to meet project objectives.

Typical Euna responsibilities include:
• Coordinating the development of the project plan in consultation with the Customer Project Manager and team members
• Ensuring the timely execution of Euna's deliverables
• Ensuring that members of the Customer team are sufficiently educated in the Euna Budget application and understand the implications of initial design decisions • Providing the Customer with timely and detailed descriptions of the items identified as “Customer task” within this SOW, along with their expected completion dates • Providing regular progress status reports to the key team members • Advising the Customer of the impact on the expected delivery dates of any Euna or Customer deliverable is advanced or delayed
• Tracking issues through an issue log
• Authoring and coordinating the approval of change order estimates, and the execution of the deliverables approved

5. Assumptions
This project assumes that implementation will be conducted primarily through remote collaboration using Euna’s standard toolsets for communication and documentation. Project success is contingent on timely participation from Customer stakeholders and data readiness. Any material changes to the project scope or timeline will require a formal change order and may result in adjustments to fees or timelines. Project start is dependent on contracting.

6. Change Control Process

6.1 Purpose
To ensure alignment and control throughout the project, any changes to the approved project scope, schedule, or cost must follow a formal change control process.

6.2 Change Request Submission
Either Euna or the Customer may identify a need for a change to the approved project scope, schedule, or cost. The initiating party shall notify the other in writing, describing the proposed change and its anticipated impact. Upon receipt of a change request, Euna will conduct an internal review and impact assessment covering scope, timeline, budget, resources, and risk. If the change is accepted and requires formal documentation, Euna will prepare a Change Order using the form attached as Exhibit 1 – Change Order Form for review and execution by both parties.

Operational changes, such as adjustments to internal processes, documentation updates, or clarification of existing deliverables that do not materially affect scope, schedule, cost or contractual Statement of Work
eunasolutions.com 17
obligations, may be approved at the project team level and do not require a formal Change Order, provided they do not:
• Add or remove existing deliverables
• Result in additional costs
• Impact contractual milestones or timelines
• Require Customer sign-off under the terms of the contract In projects where a dedicated Project Manager is not assigned, change control responsibilities will be carried out by the designated Implementation Lead, or teams within Euna, hereafter referred to collectively as the ‘Project Representative’.
• Identify the change – a stakeholder identifies a potential change and submits the request to the project representative, including rationale and anticipated impact • Internal Review and Impact Assessment – The project representative will conduct an internal review to assess the impact of the proposed change on scope, timeline, budget, resources, and risk. Based on this assessment, the change may be accepted, modified, or rejected. If the change is accepted or modified and deemed to require formal documentation Euna will prepare a Change Order using Exhibit 1 and issue it to the Customer for review and execution.

6.3 Approval and Authorization
All changes requiring a formal Change Order Form must be approved in writing by authorized representatives of both Euna and the Customer. A signed Change Order Form shall serve as authorization to proceed with the work described therein.

If the Customer requires a formal amendment to the contract or SOW, Euna will collaborate with the Customer to execute the amendment in accordance with their contractual procedures. The Change Order will serve as the basis for the amendment. No additional work beyond the scope of the signed Change Order will be initiated until the amendment is fully executed.

6.4 Implementation and Documentation
Once a change is approved through a signed Change Order Form, Euna will update the project management plan, associated baselines, and any relevant documentation to reflect the approved change. If the change affects contractual terms such as scope, cost, timeline, or deliverables, the SOW will be updated through a formal amendment or addendum, in accordance with the Customer’s contractual procedures.

The Project Representative will oversee execution of the change. Implementation will not begin until all required approvals are obtained and, where applicable, the contract amendment is fully executed.

All relevant stakeholders will be informed of the approved change to ensure alignment and transparency. The Project Representative will monitor the change’s impact to confirm it supports project goals and does not introduce unintended risks.

The Project Representative will maintain a Change Log to track all approved changes. The Change Log will also serve as the source of truth for the current SOW baseline and version history.

7. Risk Management
Statement of Work
eunasolutions.com 18
Risks affecting the project’s scope, schedule, budget, or quality will be identified and reviewed during regular project meetings, with mitigation steps agreed upon in writing where appropriate. Each party is responsible for promptly notifying the other of any known or anticipated risks within their control and for taking reasonable steps to minimize such risks. Euna shall not be liable for delays, increased costs, or other impacts arising from risks caused by the Customer, third-party vendors, or circumstances outside of Euna Solutions’ reasonable control. Unresolved risks will be escalated through the governance process defined in this SOW.

8. Post-Implementation Support and Maintenance
Following final acceptance of all deliverables, ongoing support transitions to Customer Success within Euna’s Support Services organization. Post-implementation support includes incident reporting, resolution tracking, and escalation processes in accordance with its then-current Service Level Agreement (SLA) (e.g., uptime commitments, response times) as defined in the Agreement.

Support is available via phone at 1.844.226.3862 (Monday through Friday, 8:00 AM–8:00 PM ET, excluding major North American holidays), by email, or through the Euna Customer Portal at https://help.eunasolutions.com/hc/en-us. The portal provides 24/7 access for case submission, tracking, and access to EunaHelp resources, including searchable documentation and training materials. The Customer’s assigned Customer Success Manager (CSM) remains the Customer’s ongoing liaison, coordinating periodic reviews, updates, and escalation management as required.

9. Glossary of Terms
This section provides definitions of terms used throughout this document for clarity. The presence of a term in this glossary does not imply that the subject is applicable to this SOW's scope of work unless explicitly stated in Section 2. Scope of Work.

Term Definition
Euna Team Project Management, Implementation Consultants, and Technical Support staff assigned by Euna to deliver services defined in the SOW.

Customer The organization receiving services and implementing the Euna solution.

Project A time-bound effort to implement and configure one or more Euna products or services, as outlined in this SOW.

Module A discrete component of a Euna software product that provides specific functionality.

For example, Budget Pro includes modules such as Operating Budget, Personnel, Capital Planning, etc.

Go-Live The point in a project when the Euna software tool or module is available for use by the Customer for real business operations.

Sandbox A non-production environment used for testing, training, and user validation, as applicable.

Configuration The process of tailoring the system to meet Customer-specific requirements.

Customization Non-standard products or services that are designed and developed to address a particular Customer’s requirements and are not part of Euna’s generally available offerings.

Statement of Work
eunasolutions.com 19
Term Definition
Integration The automated exchange of data between Euna products and third-party systems (e.g., ERP, FMS, HRIS).

Milestone A significant point or event in a project that marks the completion of a major deliverable, phase, or decision, used to measure progress and signal readiness to move forward.

Deliverable A clear and agreed-upon result of the work being done such as a document, report, design, system feature, or other item the project team is responsible for providing.

Project Change Order
(PCO)
A formal document used to manage scope, timeline, or pricing changes during the project lifecycle.

In Scope The work performed to deliver the products and services that are included in this SOW.

Out of Scope The work required to deliver products and services not included in this SOW.

Statement of Work
eunasolutions.com 20

10. Signatures
IN WITNESS WHEREOF, the Customer, intending to be legally bound, has executed this Statement of Work as of the Effective Date below.

City of Coalinga
Authorized Signatory: ______________________________
Name: ___Sean Brewer_____________________________
Title: ___City Manager______________________________
Effective Date: _______________________
Euna Solutions, Inc. (Optional)
Authorized Signatory: _________________________
Name:________________________________
Title: ________________________________________
Date: ________________________________________
Statement of Work
eunasolutions.com 21

11. Exhibits
Exhibit 1: Change Order Form
Request Submission Information:

Euna Solution Name
Customer Name
Name of Authorized Requestor
Project Name
Contract Number
Change Order Number
Submission Date:

Impact Assessment:

Impacted Element Description of Change Impact
Scope
Schedule
Cost
Resource Impact
Change Summary:

All other scope, deliverables, milestones, pricing, and terms remain unchanged.

Statement of Work
eunasolutions.com 22
Exhibit 2: Euna Rate Card
Service Hourly Rate
Professional Services $250

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Consideration of Bid Award for Water Meter Replacement Project – Phase 2 Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Jesse Barron, Assistant City Manager
I. RECOMMENDATION:

It is recommended that the Coalinga City Councilaward a Contract to Ensure Utility, Inc. dba Phoenix Water Solutions for the Water Meter Replacement Project – Phase 2 for the base bid work in residential water meter replacements in the amount of $314,785.70. It is also recommended that a contingency of 10% ($31,478.57) be included in the Council action to cover any unforeseen incidentals.

It is also recommended to award for the add alt work in commercial water meter replacements in the amount of $29,211.06. It is also recommended that a contingency of 10% ($2,922.11) be included in the Council action to cover any unforeseen incidentals.

A totalauthorization amount of $346,264.27 for residential water meter replacements and $32,143.17 for commercial water meter replacements. A total project authorization amount of $378,407.44.

II. BACKGROUND:

In April 2025, City Councilauthorized its City Engineer to develop Engineering & Construction plans for replacing all 1-inch residential meters with the WaterSMART Grant awarded by the Department of Water Resources for the Urban Community Drought Relief Grant Program in 2023. That grant includes an Advanced Metering Infrastructure (AMI) Project which will replace water meters throughout the City of Coalinga with smart meters.

In October 2025, City Councilclosed out phase 1 and prepared for phase 2 by including commercial water meters to the scope of work by obtaining approval for this additional scope.

On March 19, 2026 the Coalinga City Councilapproved the City Engineer Task Orders for Design and the project to proceed with Phase 2, including the add alt for commercial water meters.

On July 16, 2026 the Coalinga City Councilapproved the City Engineer Task Orders for Construction Management and the Project Budget for both residentialand commercial meter replacements.

III. DISCUSSION:

City Staff received and opened 2 bids for this project on 8/4/2026, at 2:00pm. Ensure Utility, Inc. dba Phoenix Water Solutions was the apparent low bidder with a total bid proposal of $314,785.70 for the residential meters and $29,221.06 for the commercial meters; a total of $344,006.76. The Engineer’s Estimate was $619,959.00. The entire bid summary is included as Attachment “A”. Ensure Utility, Inc. dba Phoenix Water Solutions, has furnished the required bid bond. If the City Council decides to award the project to Ensure Utility, Inc. dba Phoenix Water Solutions, and the “Notice to Proceed” is issued, the Contractor will have Forty-Five (45) working days to complete the work. The following is a tentative schedule:

Award of Contract: August 20, 2026
Start of Construction: September 22, 2026
Completion of Construction: November 25, 2026
IV. ALTERNATIVES:

The alternative to this councilaction would be to reject all bids. If all bids are rejected, the City would have to re-advertise or cancel the project. Staff believes that re-advertising the project will not result in lower bids.

V. FISCAL IMPACT:

As this project will be funded under two AMI Grants, the cost of the residentialand commercial will be separated.

The residential water meters totalauthorization request for this contract is $314,785.70 with an additional 10% contingency of $31,478.57 for a total of $346,264.27.

The commercial water meters totalauthorization request for this contract is $29,211.06 with an additional 10% contingency of $2,922.11 for a total of $32,143.17.

Totalauthorization request for this contract is $378,407.44.

This project is funded by Urban Drought Relief Grant Program through the CA Department of Water Resources.

There will be no fiscal impact to the General Fund.

ATTACHMENTS:

File Name Description
Water_Meter_Replacement_Ph_2_Bid_Results.pdf Bid Results Water_Meter_Replacement_Ph_2_Bid_Summary.pdf Bid Summary Attachment "B"
Water Meter Replacement Project Phase 2
PW 26-02 / #3132
August 4, 2026
2:00 PM (D.S.T.), at Tri City Engineering Office
Base Bid
1 $606,975.82
2 $344,006.76
3 4
5 6
7 Sub List:

Bid Results
City of Coalinga
Project No. :

Bid Date:

None
Project Name:

Bidder
Dynamic Underground Services
Phoenix Water Solutions
Tri City Engineering
4630 W. Jennifer Ave., #101
Fresno, CA 93722-5415
Tel: 559.447.9075
Fax: 559.447-9074
[email protected]
City of Coalinga
155 W. Durian Ave
Coalinga, CA 93210
Tel (559) 935-1533
Fax (559) 935-1184
City of Coalinga
Project: Water Meter Replacement Project Phase 2
Date: Tuesday, August 4, 2026
Base Bid Items
Item Description - Base Bid: Residential Water Meters Unit Qty. Engineer's Est. Unit Price Extension Unit Price Extension 1 MOBILIZATION / GENERAL REQUIREMENTS LS 1 $ 36,472.56 38,400.00 $ 36,472.56 $ 49,827.90 $ 49,827.90 $ 2 WORKER SAFETY LS 1 $ 6,457.69 2,400.00 $ 6,457.69 $ 14,800.00 $ 14,800.00 $ 3 TRAFFIC CONTROL LS 1 $ 4,305.13 1,920.00 $ 4,305.13 $ 18,353.00 $ 18,353.00 $ 4 CLEARING AND GRUBBING LS 1 $ 371.33 3,456.00 $ 371.33 $ 23,972.48 $ 23,972.48 $ 5 SAWCUT AC PAVEMENT LF 137 $ 21.75 411.00 $ 2,979.75 $ 6.00 $ 822.00 $ 6 SAWCUT CONCRETE LF 26 $ 24.00 78.00 $ 624.00 $ 6.00 $ 216.00 $ 7 FENCE REMOVAL & RE-INSTALLATION EA 12 $ 409.39 1,200.00 $ 4,912.68 $ 16,800.00 $ 16,800.00 $ 8 AC / CONCRETE REMOVAL & DISPOSAL CY 1 $ 1,315.14 500.00 $ 1,315.14 $ 1,100.00 $ 1,100.00 $ 9 AC PAVEMENT SURFACE REPAIR SF 38 $ 63.58 1,900.00 $ 2,416.04 $ 8.00 $ 304.00 $ 10 CONCRETE SURFACE AND MOWSTRIP REPAIR SF 7 $ 182.47 350.00 $ 1,277.29 $ 8.00 $ 56.00 $ 11 LANDSCAPE SURFACE REPAIR SF 22 $ 77.04 2,200.00 $ 1,694.88 $ 6.00 $ 132.00 $ 12 1" WATER SERVICE LATERAL EXTENSION EA 45 $ 221.03 18,000.00 $ 9,946.35 $ 206.00 $ 9,270.00 $ 13 FENCE MODIFICATION FOR UTILITY ACCESS EA 2 $ 406.30 1,000.00 $ 812.60 $ 750.00 $ 1,300.00 $ 14 METER BOX REPLACEMENT & RELOCATION EA 94 $ 162.47 37,600.00 $ 15,272.18 $ 100.00 $ 9,400.00 $ 15 3/4" TO 1" WATER METER REPLACEMENT & DISPOSAL EA 13 $ 108.52 3,250.00 $ 1,410.76 $ 214.00 $ 2,568.00 $ 16 5/8" TO 1" WATER METER REPLACEMENT & DISPOSAL EA 19 $ 108.52 4,750.00 $ 2,061.88 $ 214.00 $ 4,066.00 $ 17 1" WATER METER REPLACEMENT & DISPOSAL EA 1,624 $ 108.52 406,000.00 $ 176,236.48 $ 214.00 $ 326,136.00 $ 18 METER BOX LID & ENDPOINT REPLACEMENT & DISPOSAL EA 1,656 $ 27.91 66,240.00 $ 46,218.96 $ 45.00 $ 74,520.00 $ Base Bid Summary $ 314,785.70 589,655.00 $ 553,643.38 $ Item Description - Base Bid: Commercial Water Meters Unit Qty. Engineer's Est. Unit Price Extension Unit Price Extension 19 MOBILIZATION / GENERAL REQUIREMENTS LS 1 $ 5,885.36 1,600.00 $ 5,885.35 $ 4,799.92 $ 4,799.92 $ 20 WORKER SAFETY LS 1 $ 716.65 100.00 $ 716.65 $ 3,236.23 $ 3,236.23 $ 21 TRAFFIC CONTROL LS 1 $ 477.77 80.00 $ 477.77 $ 4,590.29 $ 4,590.29 $ 22 CLEARING AND GRUBBING LS 1 $ 371.33 144.00 $ 371.33 $ 9,596.00 $ 8,586.00 $ 23 1.5" WATER METER REPLACEMENT & DISPOSAL EA 47 $ 156.91 11,750.00 $ 7,374.77 $ 315.00 $ 14,805.00 $ 24 2" WATER METER REPLACEMENT & DISPOSAL EA 31 $ 244.85 7,750.00 $ 7,590.35 $ 335.00 $ 10,385.00 $ 25 METER BOX LID & ENDPOINT REPLACEMENT & DISPOSAL EA 72 $ 30.02 2,880.00 $ 2,161.44 $ 85.00 $ 6,120.00 $ 26 VAULT LID & ENDPOINT REPLACEMENT & DISPOSAL EA 6 $ 6,000.00 $ 733.90 $ 4,643.40 $ 135.00 $ 810.00 ADD ALTERNATE Bid Summary $ 30,304.00 $ 29,221.06 $ 53,332.44 Base & Add Alternate Bid Summary $ 619,959.00 $ 344,006.76 $ 606,975.82 ATTACHMENT "A" Bids 1-2
1 2
Phoenix Water Solutions Dynamic Underground Services
F:\Docs\3100's\3132 Water Meter Replacement Project Phase 2\Bid Docs\PW 26-02 Bid Summary Date Printed: 8/5/2026, 7:47 AM

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Approve MutualAid Agreement for Fire Suppression and Emergency Services Between the City of Coalinga and the City of Avenal
Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Greg DuPuis, Fire Chief
I. RECOMMENDATION:

Staff recommends that the City Councilapprove the MutualAid Agreement for Fire Suppression and Emergency Services between the City of Coalinga and the City of Avenaland authorize the Fire Chief and City Manager to execute the Agreement on behalf of the City.

II. BACKGROUND:

The Coalinga and Avenal fire departments provide fire suppression, rescue, emergency medical services, hazardous materials response, wildland firefighting, disaster response, and related emergency services within their respective jurisdictions. Emergency incidents may occasionally exceed the personnel, apparatus, or specialized resources immediately available to one department.

Both cities participate in the California Disaster and Civil Defense Master MutualAid Agreement and their respective OperationalArea MutualAid Systems. The proposed Agreement supplements those systems by establishing a direct, reciprocal framework for requesting and providing local fire and emergency-services assistance while preserving each city's operational discretion and responsibility to maintain adequate coverage in its own jurisdiction.

III. DISCUSSION:

Under the proposed Agreement, either city may request personnel, apparatus, equipment, or specialized resources when emergency conditions exceed or are anticipated to exceed localcapabilities. Assistance is voluntary and remains subject to the Supporting Party's resource availability and operational needs. The Requesting Party normally retains incident command, and all responses will use the National Incident Management System and Incident Command System.

The Agreement also addresses interoperable communications, joint training, and regional grant opportunities.

Mutual-aid responses will generally be provided without reimbursement; however, either city may seek reimbursement through authorized state or federal programs, and the parties may enter into separate reimbursement agreements for incidents of extraordinary duration or complexity.

The Agreement requires each city to maintain specified liability, automobile, and workers' compensation coverage or qualifying municipal self-insurance/JPA coverage. It has a ten-year term, requires annual review by the Fire Chiefs or their designees, and may be terminated by either party upon sixty days' written notice.

IV. ALTERNATIVES:

The City Council may decline to approve the Agreement or direct staff to negotiate revisions with the City of Avenal before returning the item for future consideration. These alternatives are not recommended because the proposed Agreement provides a clear operationaland risk-allocation framework for reciprocalemergency assistance.

V. FISCAL IMPACT:

Approval of the Agreement does not require a new General Fund appropriation. Each city remains responsible for its own personnel, and mutual-aid responses are generally provided without reimbursement.

Costs associated with an extraordinary or complex incident may be addressed through authorized reimbursement programs or a separate written reimbursement agreement.

ATTACHMENTS:

File Name Description
Mutual_Aid_Agreement_-_Coalinga_and_Avenal.pdf Mutual AidAgreement Coalinga_Avenal 1 MUTUAL AID AGREEMENT FOR FIRE SUPPRESSION AND EMERGENCY SERVICES

BETWEEN THE CITY OF COALINGA AND THE CITY OF AVENAL

THIS MUTUAL AID AGREEMENT FOR FIRE SUPPRESSION AND EMERGENCY SERVICES ("Agreement") is entered into this _____ day of ____________, 2026, by and between the CITY OF COALINGA ("CFD") and the CITY OF AVENAL ("AFD"), hereinafter collectively referred to as the "Parties."

RECITALS
WHEREAS, the Parties possess common authority to provide fire protection, rescue, emergency medical services, hazardous materials response, disaster response, and related emergency services within their respective jurisdictions; and WHEREAS, the Parties recognize that circumstances may arise where the resources of one agency are insufficient to adequately mitigate an emergency incident and assistance from the other agency would be beneficial to protect life, property, and the environment; and
WHEREAS, the Parties desire to establish a framework for the reciprocal provision of Mutual Aid while preserving the operational discretion and authority of each agency; and WHEREAS, both Parties participate in the California Disaster and Civil Defense Master Mutual Aid Agreement pursuant to the California Emergency Services Act; and WHEREAS, both Parties participate in their respective Operational Area Mutual Aid Systems and may request or provide assistance through those systems when incidents exceed local capabilities; and
WHEREAS, the Parties desire to strengthen regional cooperation, emergency preparedness, firefighter safety, training, and emergency response capabilities for the benefit of both communities.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. DEFINITIONS
a. Mutual Aid
Mutual Aid shall mean the provision of personnel, apparatus, equipment, or specialized resources by one Party to another upon request and subject to authorization by the responding agency.
b. Fire Protection Services
Fire suppression, rescue operations, emergency medical services, hazardous materials response, technical rescue, wildland firefighting, disaster response, and related emergency services.
2 c. Requesting Party
Any Party requesting assistance pursuant to this Agreement. d. Supporting Party
Any Party providing assistance pursuant to this Agreement. e. Emergency Response
Immediate response utilizing emergency warning devices as authorized by law. f. Incident Commander
The individual responsible for overall incident management in accordance with the National Incident Management System (NIMS) and Incident Command System (ICS).

SECTION 2. PURPOSE
The purpose of this Agreement is to provide for the reciprocal provision of fire and emergency services assistance between the Parties when requested and when resources are available.

The Parties enter into this Agreement to improve public safety, enhance operational effectiveness, strengthen regional emergency preparedness, and ensure the timely mobilization of emergency resources whenever circumstances warrant cooperative response.

SECTION 3. REQUEST FOR ASSISTANCE
The senior officer, Fire Chief, Incident Commander, Duty Officer, or authorized representative of either Party may request assistance from the other Party whenever emergency conditions exceed or are anticipated to exceed available local resources.

Requests for assistance may be made through:
 Dispatch Centers
 Incident Commanders
 Duty Officers
 Fire Chiefs
 Authorized Designees
Requests may be verbal when operationally necessary and shall be documented as soon as practical.

SECTION 4. RESPONSE TO REQUESTS
Upon request, either Party may provide available personnel, apparatus, equipment, and emergency services resources to the other Party.
3 Resources that may be provided include, but are not limited to:
 Fire Engines
 Water Tenders
 Type 3 Apparatus
 Type 6 Apparatus
 Rescue Units
 Chief Officers
 Emergency Medical Resources
 Utility Vehicles
 Communications Equipment
 Specialized Equipment
 Personnel
The Supporting Party shall determine the type and quantity of resources provided based upon operational needs and resource availability.

SECTION 5. NON-MANDATORY RESPONSE
Rendering assistance under this Agreement is voluntary and not mandatory.

Neither Party shall be held liable or at fault for:
 Failure to respond to a request;
 Delay in responding;
 Responding with fewer resources than requested;
 Inability to provide requested assistance due to operational limitations.

Nothing in this Agreement shall impair either Party's obligation to maintain adequate emergency response capability within its own jurisdiction.

SECTION 6. INCIDENT COMMAND
The Incident Command System (ICS) shall be utilized on all incidents.

The Requesting Party shall normally retain overall command of incidents occurring within its jurisdiction.

Unified Command may be established whenever appropriate as solely determined by the Requesting Party.

All personnel assigned under this Agreement shall operate under the direction of the Requesting Party Incident Commander while remaining employees of their respective agencies.

The first arriving unit shall initiate appropriate actions and communicate incident conditions to responding resources until relieved by the appropriate Requesting Party authority.
4 SECTION 7. COMMUNICATIONS
The Parties agree to maintain interoperable communications capabilities to the greatest extent practical.

Responding personnel shall utilize radio channels designated by the Requesting Party or Incident Commander.

The Parties shall cooperate in maintaining common communications procedures and ensuring adequate interoperability during emergency incidents and joint training activities.

SECTION 8. REGIONAL COOPERATION
The Parties agree to cooperate in pursuing regional, state, and federal funding opportunities intended to improve emergency response capabilities, firefighter safety, interoperability, communications systems, training programs, apparatus, equipment, and specialty response resources.

Areas of cooperation may include:
 Firefighter Safety Programs
 Apparatus Acquisition
 Communications Systems
 Specialty Rescue Resources
 Wildland Fire Response
 Emergency Medical Equipment
 Hazardous Materials Response
 Community Risk Reduction Programs
 Emergency Preparedness Initiatives
 Training Programs
The Parties may jointly participate in grant opportunities and regional projects when mutually beneficial.

SECTION 9. TRAINING
The Parties shall cooperate in conducting joint training activities whenever practical.

Training opportunities may include:
 Fire Suppression
 Wildland Firefighting
 Rescue Operations
 Emergency Medical Services
 Hazardous Materials Response
 Incident Management
 Leadership Development
 Specialty Team Development
5 Each Party shall remain responsible for costs associated with its own personnel unless otherwise agreed in writing.

Neither Party shall be held liable for injuries or damages occurring during training activities except as otherwise provided by law.

SECTION 10. LIABILITY, IMMUNITIES, AND WORKERS' COMPENSATION The provisions of this Agreement are intended to comply with applicable provisions of California law governing mutual aid, emergency services, and public agency cooperation.

Each Party shall remain responsible for the acts and omissions of its own officers, employees, reserve personnel, volunteers, and agents.

Nothing in this Agreement is intended to diminish, waive, or otherwise affect any privileges, immunities, defenses, or limitations of liability provided under federal, state, or local law.

Each Party shall provide workers' compensation coverage and employment benefits for its own personnel without cost to the other Party.

Neither Party shall be responsible for salaries, compensation, benefits, pensions, workers' compensation obligations, or other employment-related costs of the other Party's personnel.

SECTION 11. COSTS
Mutual Aid responses provided pursuant to this Agreement shall generally be provided without reimbursement.

Nothing herein shall prevent either Party from seeking reimbursement through:
 California Fire Assistance Agreement (CFAA)
 California Governor's Office of Emergency Services (Cal OES)  Federal Emergency Management Agency (FEMA)
 State Disaster Assistance Programs
 Other authorized reimbursement mechanisms
For incidents of extraordinary duration or complexity, the Parties may enter into separate reimbursement agreements.

SECTION 12. ANNUAL REVIEW
The Fire Chiefs or their designees shall meet at least annually to review:
 Response Effectiveness
 Resource Utilization
 Training Coordination
 Communications Interoperability
6  Operational Challenges
 Opportunities for Regional Enhancement
SECTION 13. INDEMNIFICATION AND HOLD HARMLESS
 a. The Requesting Party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the Supporting Party ("Indemnified Party"), its elected officials, officers, employees, agents, and volunteers from and against any and all claims, demands, liabilities, damages, losses, suits, actions, and expenses (including reasonable attorneys' fees and defense costs) arising out of or resulting from the negligent acts, errors, or omissions, or willful misconduct of the Indemnifying Party, its officers, employees, agents, or volunteers in the performance of this Agreement.  b. Comparative Fault. In the event of joint or concurrent negligence of the Parties, liability for any judgment, settlement, or defense costs shall be apportioned between the Parties in accordance with the principles of comparative fault under California law.
 If Requesting Party rejects a tender of defense by Supporting Party under this Agreement, and it is later determined that Supporting Party breached no duty of care and/or was immune from liability, the Requesting Party shall reimburse Supporting Party for any and all litigation expenses (including, without limitation, costs, attorney fees, expert witness fees and prevailing party fees and cost). A duty of care or immunity determination may be made by a jury or a court, including a declaratory relief determination by a court after Supporting Party settles a liability claim, with or without participation by the Requesting Party.  The Parties acknowledge that it is not the intent of the Agreement to create a duty of care by Supporting Party that it would not owe in the absence of the Agreement.

The Agreement does not create an affirmative duty of care (including, without limitation, a duty to protect, a duty to deter and/or a duty to intervene) by Supporting Party and failure to respond to a request is not a material breach of this Agreement. The Parties further acknowledge that by entering into this Agreement Supporting Party does not intend to waive any immunities to which it would be entitled in the absence of the Agreement.
 c. Survival. The defense and indemnification obligations under this Section shall survive the expiration or earlier termination of this Agreement with respect to any act, omission, or incident occurring prior to the effective date of termination.

SECTION 13A. INSURANCE REQUIREMENTS AND PROOF OF COVERAGE  a. Required Coverages. Each Party shall maintain, at its sole expense during the term of this Agreement, comprehensive insurance coverage or programs of municipal self-insurance sufficient to protect against risks arising from operations under this Agreement, including:
o Commercial General Liability: Minimum limits of $5,000,000 per occurrence and $10,000,000 general aggregate for bodily injury, personal injury, and property damage.
o Automobile Liability: Minimum combined single limit of $5,000,000 per accident for bodily injury and property damage covering all owned, nonowned, rented, and hired emergency and non-emergency vehicles. o Workers' Compensation: Statutory coverage as required by the State of California, together with Employer's Liability limits of not less than 7 $1,000,000 per accident.
 b. Verification of Coverage / JPA Participation. Participation in a Joint Powers Authority (JPA) risk-pooling program shall satisfy the requirements of this Section.

Each Party shall provide the other Party with a Certificate of Insurance or Certificate of Consent to Self-Insure/JPA Coverage endorsement prior to the execution of this Agreement and upon annual renewal.

SECTION 14. ADMINISTRATION
This Agreement shall be administered by the Fire Chiefs of the respective Parties or their authorized designees.

SECTION 15. MODIFICATION
This Agreement may be modified only through a written amendment executed by both Parties.

SECTION 16. TERM
This Agreement shall become effective upon execution by both Parties and shall remain in effect for a period of ten (10) years.

The Parties shall review the Agreement annually.

SECTION 17. TERMINATION
This Agreement may be terminated by either Party upon sixty (60) days written notice to the other Party.

Termination shall not affect obligations arising from incidents occurring prior to the effective date of termination.

SECTION 18. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties concerning Mutual Aid Fire Protection and Emergency Services and supersedes all prior negotiations, understandings, and agreements concerning the subject matter herein.

CITY OF COALINGA FIRE DEPARTMENT
By: _______________________________
Name: _____________________________
Title: Fire Chief
Date: ______________________________
8 By: _______________________________
Name: _____________________________
Title: City Manager
Date: ______________________________
APPROVED AS TO FORM:

City Attorney
Date: ______________________________

CITY OF AVENAL FIRE DEPARTMENT
By: _______________________________
Jacob S. McAfee
Fire Chief
Date: ______________________________
By: _______________________________
Name: _____________________________
Title: City Manager
Date: ______________________________
APPROVED AS TO FORM:

City Attorney
Date: ______________________________

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Notice of Completion Natural Gas Cathodic Protection Deep Anode Well #4 & #10 Replacement Project
Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Jesse Barron, Assistant City Manager
I. RECOMMENDATION:

It is recommended that the Coalinga City Council accept the project as complete, authorize the City Engineer to file the Notice of Completion for the project with the County Recorder and notify surety to exonerate contract bonds, and authorize the Finance Department to release the 5% construction retention payment to Corrpro Companies, Inc. 35 days after recordation of the Notice of Completion by the Fresno County RegistrarRecorder’s Office, contingent upon no claims being filed on the project.

II. BACKGROUND:

On January 20, 2026, the City Council awarded a construction contract to Corrpro Companies, Inc. in an amount of $228,800.00, with an additional contingency of $22,880.00 set aside for any unforeseen incidentals for a totalauthorization amount of $251,680.00.

This project installed new deep well anodes for the natural gas distribution system at two locations: the north alley entrance on Baker Street between Buchanan Street and Lincoln Street, and the west alley entrance on North Coalinga Street between Tyler Street and West Polk Street.

A notice to Proceed was issued to Corrpro Companies, Inc. providing 113 working days to complete construction.

III. DISCUSSION:

The project which was scheduled for completion on August 31, 2026 was ultimately completed on August 4, 2026.

The project saw an increase of $10,068.00 for new negative cables installation, and relocation of anode well.

The finalcontract amount is $238,868.00; therefore the project was on-time and on-budget.

A final inspection of the project was performed August 4, 2026, which included preparation of a final punch list of items. There were no punch list items. The notice of completion, when filed, begins a time period for which mechanics liens, liens against the contractor, and stop payment notices can be filed against a public construction project. It is a protection for the City during a construction project. Staff is not aware of any issues related to this project.

IV. ALTERNATIVES:

None.

V. FISCAL IMPACT:

The project was fully funded from the Gas Enterprise Fund.

There is no fiscal impact to the General Fund.

ATTACHMENTS:

File Name Description
Notice_of_Completion_Anode_Wells_Project.pdf Notice of Completion

RECORDING REQUESTED BY
City of Coalinga
No Fee – Gov’t. Code Sections
6103 and 27383
WHEN RECORDED MAIL TO:

Tri City Engineering Inc.
4630 W. Jennifer Ave., Suite 101
Fresno, CA 93722
SPACE ABOVE THIS LINE FOR RECORDER’S USE

NOTICE OF COMPLETION

1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter described.

2. The FULL NAME of the OWNER is City of Coalinga

3. The FULL ADDRESS of the OWNER is 155 W. Durian Ave, Coalinga, CA 93210

4. The NATURE OF THE INTEREST or ESTATE of the undersigned is: In Fee (If other than fee, strike “in fee” and insert, for example, “purchaser under contract of purchase,” or leasee)

5. The FULL NAMES and FULL ADDRESSES of ALL PERSONS, if any, WHO HOLD SUCH INTEREST or ESTATE with the undersigned as JOINT TENANTS or as TENANTS IN COMMON are:

Names: Addresses:

6. The full names and full addresses of the predecessors in interest of the undersigned if the property was transferred subsequent to the commencement of the work of improvement herein referred to:

Names: Addresses:

7. All work of improvement on the property hereinafter described was COMPLETED August 4, 2026

8. The work of improvement
completed is described as
follows:

Installing new deep well anodes for the natural gas distribution system at two locations: the north alley entrance on Baker Street between Buchanan Street and Lincoln Street, and the west alley entrance on North Coalinga Street between Tyler Street and West Polk Street.

9. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement is Corrpro Companies, Inc.

10. The street address of said property is #4-Alley btwn Coalinga & Fresno; #10-Alley btwn Buchanan & Lincoln & Baker & Cherry in the City of Coalinga

11. The property on which said work of improvement was completed is in the City of
Coalinga
County of Fresno , State of California, and is described as follows:

Natural Gas Cathodic Protection Deep Anode Well #4 & #10 Replacement Project Date: Signature of Owner
Or Agent of Owner
Daniel E. Jauregui, City of Coalinga Engineer Representative Verification for INDIVIDUAL owner:

I, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the owner of the aforesaid interest or estate in the property described in the above notice; that I have read said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct.

Fresno, CA
Date and Place
Verification for NON-INDIVIDUAL owner City of Coalinga :

I, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the Contract City Engineer of the aforesaid interest or estate in the property described in the above notice; that I have read the said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct.

Fresno, CA
Date and Place Daniel E. Jauregui, City of Coalinga Engineer Representative

STAFF REPORT - CITY COUNCIL/SUCCESSOR AGENCY/PUBLIC FINANCE

AUTHORITY
Subject: Adopt City of Coalinga Surplus Personal Property Policy Meeting Date: Thursday, August 20, 2026
From: Sean Brewer, City Manager
Prepared by: Mercedes Garcia, Senior Administrative Analyst I. RECOMMENDATION:

City Manager recommends the City Counciladopt the revised Surplus Personal Property Policy establishing procedures for declaring surplus property and disposing of in a fair, transparent, and efficient manner.

II. BACKGROUND:

The City accumulates equipment, vehicles, furniture, computers, tools and other assets that are no longer needed for municipal operations. Currently departments manage surplus items on an as-needed basis, the City does not have a policy governing the declaration, and disposal of surplus property. Items must present to City Council to declare as surplus.

Adopting this formal policy will provide procedures, improve accountability, maximize the value received from surplus assets, and ensure compliance with applicable regulations.

III. DISCUSSION:

The changes discussed at the August 6, 2026, meeting have been made to the policy including reducing the threshold for surplus property to anything above $500 to be approved by the City Council.

The proposed policy establishes procedures to:

Define Surplus Personal Property as city-owned that is obsolete, worn out, damaged or no longer required for city operations.

Require departments to identify and report surplus assets to the City Manager.

Establishes a process for declaring property surplus through administrative approval or City Council action, as required by the policy.

Allows other city departments the opportunity to reuse surplus property before disposal.

Authorizes disposal methods including online auction, competitive sale, recycling donation, or disposal as waste when items have no market value.

Require documentation of all surplus property transactions and maintenance of disposal records.

Ensure proceeds from sales are deposited into appropriate city fund.

The policy provides flexibility for staff to select the disposal method that best serves the City's financialand operational interest and maintains transparency.

IV. ALTERNATIVES:

Do not adopt the policy as presented.

V. FISCAL IMPACT:

Adoption of the policy has no fiscal impact. Implementation may generate revenue from the sale of surplus assets and may reduce storage, maintenance and disposalcost.

ATTACHMENTS:

File Name Description
Surplus_Policy_08122026_.docx Surplus Personal Property Policy