Eastvale City Council
June 28, 2023

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Civic Center Project (Phase 1)
PROJECT DESCRIPTION: A design build project to construct a Phase 1 of the Civic Center Project, which includes approximately 50,000 square foot City Hall, a 25,000 square foot library, a police station with an associated parking garage, a park, and a civic plaza.

PROJECT STATUS: A consultant was procured to perform Start architectural, engineering, and interior design on May 10, 2023.

PROJECT SCHEDULE: Tentative milestones:
• Start architectural, engineering, and interior design: May 11, 2023; • Construction Document Completion (100% design): June 30, 2024; • Start Construction: December 1, 2024;
• Complete Construction: November 30, 2026;
PROJECT MAP:
272

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Limonite Gap Closure
PROJECT DESCRIPTION: Project will connect from 2,450 LF east of Hellman Ave to Archibald Avenue. The total length of the proposed project is approximately 3,200 LF including a bridge over the Cucamonga Creek. Both road and bridge will serve 4 lanes of traffic including bicycle and pedestrian facilities.

PROJECT STATUS: 100% plans and specifications under review.

Construction Management service procured.

PROJECT SCHEDULE: Bid Advertisement- May 2023
Construction is anticipated to commence in August 2023.

PROJECT MAP:

Proposed Limonite Ave Bridge
Proposed Pedestrian Bridge
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Improvement of Bike Network Connectivity/ATP Trails PROJECT DESCRIPTION: Project will design and construct nearly 5 miles of trails running along Scholar Way and Harrison Avenue. The project will provide dedicated space for people to bike and walk from north Eastvale to the Santa Ana River Trail on the south.

PROJECT STATUS: Design contract was awarded to Mark Thomas. 30% plans and specifications have been delivered.

PROJECT SCHEDULE: Mark Thomas is going to start Phase 2 efforts consisting of developing construction documents.

PROJECT MAP:
274

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Local Roadway Safety Plan (LRSP)
PROJECT DESCRIPTION: Project will identify and prioritize potential traffic safety improvements in the City as well as providing foundational information for submittal of future grant application.

PROJECT STATUS: Consultant was procured to prepare the report. Working on the background and data collection to reflect the City’s current policy and existing safety measure and most recent crash data.

PROJECT SCHEDULE: The draft report is anticipated to be ready in June 2023.

PROJECT MAP:
275

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT NAME: Citywide Retroreflective Backplate on Traffic Signal Indicator PROJECT DESCRIPTION: Project will design and install retroreflective backplate borders along backplates of traffic signal indicators at 39 signalized intersections to improve the visibility of signals.

PROJECT STATUS: Construction contract was awarded on January 11, 2023 Council meeting, and construction management service has been procured.

Contractor is working on necessary permits and ordering materials.

PROJECT SCHEDULE: Construction is underway with anticipated completion date of June 2023.

PROJECT MAP:
276

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Traffic Signal Dilemma Zone Detection and Mitigation PROJECT DESCRIPTION: Project will install advanced dilemma zone detection system and associated equipment in existing traffic signal cabinets at 16 signalized intersections to modify signal timing to improve safety for motorists approaching intersections.

PROJECT STATUS: CON allocation was approved by Caltrans. Preparing bid package to advertise the project for construction bid.

PROJECT SCHEDULE: Bid Advertisement- June 2023
The construction is estimated to commence in Q3 2023.

PROJECT MAP:
277

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: ADA Transition Plan
PROJECT DESCRIPTION: Program includes preparation and implementation of an ADA Self Evaluation Plan as required under the Americans with Disabilities Act (ADA). Future year funding will support removal of ADA barriers as identified in the Plan. Annual program to provide improvements focusing on ADA accessibility, including curb ramps and sidewalks throughout the City.

PROJECT SCHEDULE: An RFP will be issued to procure a consultant to develop the ADA SelfEvaluation and Transition Plan. The work is anticipated to start in July 2023.
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Archibald Avenue/Limonite Avenue Widening Project PROJECT DESCRIPTION: Street widening and safety project for Archibald Avenue from the City of Ontario limits south of the SCE easement, including the intersection at Limonite Avenue and portions of Limonite Avenue east and west of the intersection. The project looks to improve safety and overall circulation in conjunction with the improvements associated with the Homestead and Merge developments, and Limonite Gap Project. Components of the project include, but are not limited to, coordinating with SCE to relocate SCE high-tension support structures.

PROJECT STATUS: • City approved the proposed design plan from SCE on July 14, 2021. • Installation of new transmission poles is completed.
• Construction is estimated to be completed in Summer of 2023 for all overhead lines, pending the removal of the communication lines along Archibald.

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Residential Development
PROJECT NAME: Prado (TR 35751)
PROJECT LOCATION: Southeast corner of Schleisman Road and Cucamonga Flood Channel PROJECT DESCRIPTION: Improvements include a development of a gated community of 243 attached and detached single-family homes on approximately 19 acres.

PROJECT STATUS: Improvements have been completed. Project close-out task, and final punch list items are remaining before city council accepts the project as complete.

PROJECT MAP:

SCHLEISMAN RD
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Merge
PROJECT LOCATION: Northeast corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements includes 26 gross acres.

PROJECT STATUS: Onsite and offsite improvements ongoing Developer is also responsible for improvements along Archibald Avenue which is anticipated to begin in Summer 2023.

PROJECT MAP:

ARCHIBALD AVE

LIMONITE AVE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch by Transwestern
PROJECT NUMBER: PW19-11322
PROJECT LOCATION: East end of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include 20 gross acres including 2 light industrial warehouses.

PROJECT STATUS: Onsite and offsite improvements have been completed, the City and Developer are working together to close out the project.

PROJECT MAP:

CUCAMONGA CREEK

HELLMAN AVE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Homestead
PROJECT NUMBER: PW20-10052
PROJECT LOCATION: Northwest corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements include 55.86 gross acres consisting of six industrial buildings
PROJECT STATUS: Onsite and offsite improvements ongoing Developer is also responsible for improvements along Archibald Avenue which is anticipated to begin in Summer 2023.

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Vantage Point Church
PROJECT NUMBER: PW15-1174
PROJECT LOCATION: Northeast corner of Archibald Avenue and Prado Basin Park Road PROJECT DESCRIPTION: Improvements include development of an approximately 85,000 sq. ft. church which includes a sanctuary, classrooms, cafe, and a bookstore on 10.43 acres.

PROJECT STATUS:

Phase 2 anticipated to start in Summer 2023 which will include the widening of Archibald Ave.

Vantage Point Church has started working with City Staff to apply for the encroachment permit.

PROJECT MAP:
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Hamner Place
PROJECT NUMBER: PW18-10712
PROJECT LOCATION: East of Hamner Avenue and Schleisman Road PROJECT DESCRIPTION: Improvements include 21.48 gross acres.

PROJECT STATUS: Onsite improvement ongoing
Heroes just opened onsite, the archway has been erected 7/11 is working on curb and gutter
PROJECT MAP:

HAMNER AVE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch (Parcel 14)
PROJECT NUMBER: PW20-10007
PROJECT LOCATION: East of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include the development of 61,000 square foot industrial building.

PROJECT STATUS: Grading started in December 2022
Onsite Improvements are ongoing, building is being erected onsite PROJECT MAP:

CUCAMONGA CREEK
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Residential Development
PROJECT NAME: Eastwalk/ Leal
PROJECT NUMBER: PW22-1004
PROJECT LOCATION: Northwest corner of Limonite Avenue and Hamner Avenue PROJECT DESCRIPTION: 158.6 acre development that will include approximately 2500 residential units as well as plans for future commercial development PROJECT STATUS: Mass Grading is taking place onsite for Phase 1 of the project, Contractor and City is working on getting the Rough Grading plans completed to start the next step of the project.

PROJECT MAP:

HAMNER AVENUE

SCHOLAR WAY
58TH STREET

LIMONITE AVENUE
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EASTVALE PUBLIC WORKS

PROJECT UPDATES

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AGENCY GRANT NAME PROJECT NAME GRANT AWARD MATCH DUE DATE STATUS California Transportation
Commission/California
Department of Transportation
ATP: Active Transportation Project
Cycle 4
Improvement of Bike Network Connectivity
$ 6,471,000.00 $ 1,620,000.00
Grant request has been
approved. The project is
currently under design.

California Transportation
Commission/California
Department of Transportation
LPP: Local Partnership Program Limonite Gap Closure Project $ - 9,475,000.00 $ Award construction by
late 2023
Grant request has been
approved. Allocation for
construction funds was
requested and approved.

California Department of
Transportation
HSIP: Highway Safety
Improvement Program Cycle 10
Advanced Dilemma Zone Detection
$ - 712,800.00 $
CON allocation was approved.

The project will be advertised for
construction soon.

California Department of
Transportation
HSIP: Highway Safety
Improvement Program Cycle 10
Retroflective Backplate for Signals
$ - 278,100.00 $
Construction contract was
awarded in January 2023. Under
Construction
California Department of
Resources Recycling and
Recovery
CalRecycle: Rubberized Pavement
Grant TRP 13
Annual Overlay Project
$ 174,999.00 $ - March 30, 2024
Grant request has been
approved. Extension request
submitted.

South Coast AQMD Mobile
Source Air Pollution Reduction
SCAQMD/MSRC Contract
ML18064
Electric Medium Duty Vehicle Purchase
$ 51,722.00 $ 51,722.00 April 1, 2023
Extension to be submitted based
on lack on inventory.

South Coast AQMD Mobile
Source Air Pollution Reduction
SCAQMD/MSRC Contract
ML16040
Electric Vehicle Charging Stations
$ 12,500.00 $ 12,500.00 July 5, 2023
Under design
Riverside County
Transportation Commission
SB 821: Bicycle and Pedestrian
Facilities
Bicycle and Pedestrian Safety Enhancement on
Citrus Street, Sumner Avenue and River Road $ 432,500.00 $ 469,953.00 The projects are complete, and
NOC will be filed before
submitting a reimbursement
request.

U.S. Department of Housing
and Urban Development
Community Development Block
Grant
ADA Transition Plan $ 196,130.00 $ - June 30, 2024 Under design CAL FIRE Resource Management Grant City of Eastvale Urban Forestry Management $ 249,925.00 $ 60,024.00 March 30, 2024 Under design

AGENCY GRANT NAME PROJECT NAME GRANT AWARD MATCH ANNOUNCE DATE STATUS USDOT: Department of
Transportation
Congressman Calvert: 2023
Transportation and Infrastructure
Appropriations Bill
Limonite Gap Pedistrian Bridge 1,954,650.00 $ 10 or 15% TBD Agreement in review Riverside County
Transportation Commission
2023 Western Riverside County
Regional Arterials Limonite Gap Closure
$ 13,500,000.00
One point is awarded for
each 10% of match
provided by the local
June 14, 2023
California State Library
Building Forward Library
Infrastructure Program Library
Up to 10M September 2023 Application in review
California Department of
Transportation
STGP Sustainable Transportation
Planning Grants Eastvale Mobility Master Plan 199,420.00 $ 49,855.00 $ Summer 2023 Application in review

AGENCY GRANT NAME POTENTIAL PROJECT NAME GRANT AWARD MATCH DUE DATE STATUS USDOE: Department of Energy
Energy Efficiency and
Conservation Block Grant (EECBG) Smart City Masterplan
$ 123,670.00 1/1/2024

PUBLIC WORKS GRANTS SUMMARY

GRANTS FOR CONSIDERATION

GRANTS AWARDED

GRANTS IN PROGRESS
289
California Energy commission State of CA Energy Commission Convenient, High-Visibility, LowCost Level 2 Charging (CHiLL 2) program
Minimum Award: $300,000
Maximum Award: $4M 25% match funds 6/16/2023
Looking into eligibility
Riverside County
Transportation Commission Transit and Intercity Rail Capital Program, Active Transportation,
Climate Adaption, Highways to
Boulevard Pilot, Clean CA Local
Grants
matching funds provided
by the local agency.

USDOT: Department of
Transportation
SS4A Safe Streets for All
Minimum Award: $100,000 for
planning and $2.5 million for
implementation
Maximum Award: $10 million for
planning and $25 million for
implementation
Non-federal cost share
20% July 10, 2023 5PM
USDOT: Department of
Transportation BIP Bridge Investment Program Hellman Widening Project More info available in
Sept/Oct
California Department of
Resources Recycling and
Recovery
CalRecycle Rubberized Pavement
(TRP) Grant Program Annual Overlay Project
More info available in
Summer 2023
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AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.6
June 28, 2023
City of Eastvale Crime Statistics – April 2023
Prepared By:

Eva Terekhova, Emergency Management Specialist
Recommended Action(s)
Staff recommends that the City Council receive and file the Eastvale Crime Statistics for April 2023.

Summary
The City Council requested staff to collaborate with the Riverside County Sheriff’s Department to develop a crime sta(s(cs document that would reflect selected Part I and Part II crime data for the City of Eastvale. Intended to show month-to-month crime sta(s(cs, the document will assist in determining appropriate staffing levels for law enforcement services.

Background
In May 2017, City Council directed staff to coordinate with the Riverside County Sheriff’s Department to request and obtain monthly crime sta(s(cs for the City of Eastvale. The primary intent of the request was to determine appropriate staffing levels during the City’s contract nego(a(ons with the Sheriff’s Department. Over several weeks, the city manager and staff worked collabora(vely with Riverside County Sheriff’s Department administra(on and management to obtain crime statistics that could be shared with the public on a regular basis.

Upon receiving the data, the Riverside County Sheriff’s Department advised staff that the data provided would be reflec(ve of the previous month, or thirty days behind the current month; and that the report would need to include a disclaimer identifying the data as preliminary and raw.

At the July 26, 2017 mee(ng, City Council recommended that staff add columns reflec(ve of felony and misdemeanor arrests. During the September 26, 2017 mee(ng, City Council recommended staff 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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add traffic viola(ons/cita(ons data and the total calls for service broken down per month. Crime sta(s(cs that were released in the (me that passed since the last mee(ng of the City Council are attached.

Environmental
Crime sta(s(cs are not a project pursuant to the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: N/A | Target #: N/A | Goal #: N/A N/A
Fiscal Impact
This request has no fiscal impact.

Prior City Council/Commission Action
July 25, 2017: Approved by the Public Safety Commission September 26, 2017: Approved by City Council
Attachment(s)
Attachment - April 2023 Eastvale Crime Statistics
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▪▪▪▪

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AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.7
June 28, 2023
Approval of Procurement with Cartegraph for Public Works Asset Management Software
Prepared By:

Jimmy Chung, Interim Public Works Director/ City Engineer Recommended Action(s)
Staff recommends that the City Council:

1. Approve procurement of Cartegraph for Public Works Asset Management So&ware in the amount of $59,060.00 for implementation and $43,590.31 for annual subscription; and

2. Authorize City Manager to execute all necessary documents to complete the purchase.

Summary
Cartegraph is an asset management so&ware which assists municipali3es to effec3vely and efficiently inventory, manage, and maintain their infrastructures such as streets, traffic signals, sidewalks, street lights, curb ramps, gu6er, landscape area, trees, irriga3on, traffic signs, street signs, fleet, machinery, and equipment.

The City of Eastvale Public Works oversees 415 miles of streets, 350 miles of sidewalks, 55 signalized intersec3ons, 1,200 catch basins, 8,000 traffic signs, and 4,300 street lights. Staff recommends approval of procurement of Cartegraph for the City to effec3vely and efficiently maintain assets, streamline workflows. Cartegraph dually assists in infrastructure maintenance and field crews to instantaneously capture ongoing work. This program will allow the City will to increase its performance, save on labor and repairs, and decrease resident requests. Other ci3es that u3lize Cartegraph for asset managementinclude Los Angeles, Santa Barbara, San Diego, and City of Industry, San Luis Obispo, West Hollywood, Laguna Beach, Poway, and more. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Background
The Strategic Plan iden3fied the rapid aging of city infrastructure and the maintenance of City roadway and street assets as notable threats. Although Eastvale's infrastructure is rela3vely new, the City needs to improve to a proper data driven management system to maximize efficiency of investments and lifespan of infrastructure. The deployment of Cartegraph will bring forth benefits such as tracking City inventory of assets on a GIS map, keeping record of asset conditions and values, and overall work history. Another benefit is the budget and plan feature associated with the life of assets, which will help the City become proac3ve in maintaining its growing infrastructure. A key feature of Cartegraph is the integra3on with GoGov, an important and already heavily u3lized so&ware u3lized by the City to receive public complaints/requests. GoGov and Cartegraph will work together to document and maintain history of all repairs and/or replacements, effec3veness of said repairs, and the responsiveness of staff and crew to address the request from cradle to the grave.

Cartegraph is a product provided by OpenGov. The City has an exis3ng agreement with OpenGov.

This is a new and separate purchase, but the proposal for Cartegraph incorporates the terms and condi3ons of the exis3ng agreement with OpenGov by reference. A copy of that agreement is attached.

Environmental
No environmental review pursuant to CEQA is required.

Strategic Plan Action - Priority Level: N/A | Target #: 5 | Goal #: 3 Plan for landscape, roads, and street maintenance.

Fiscal Impact
The fiscal year 2022-23 budget includes $200,000 for Asset Management So&ware under project# 94013 in General Fund account number 100-320-6615 ($50,000 available) and Measure A Fund account number 210-500-6660 ($150,000 available).

Prior City Council/Commission Action
The City Council approved the budget which allocated funds for asset management so&ware such as Cartegraph in the 2022-23 budget.

Attachment(s)
Attachment 1 - Scope of Work
Attachment 2 - Fee Proposal
Attachment 3 - Original agreement with Opengov for Opengov software 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Cartegraph OMS – Implementation Scope of Work
Implementation of the Operations Management System (OMS) includes the following professional services:

Setup
• Cartegraph will setup a hosted, sandbox and production OMS environment. • Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user-based logins and User/Role functionality.
• Cartegraph will provide a template file to be utilized by your staff to populate Roles and Users to be utilized for OMS.
• Cartegraph will utilize the template to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your administrator’s responsibility.) • Cartegraph will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards OMS/Esri integration functionality and requirements. • Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted.

Consulting
• Cartegraph will provide a three-day (3-day) onsite requirement gathering workshop to increase our understanding of your business and functional goals. Through workshops and interviews, Cartegraph will identify best fit scenarios for OMS and provide a brief including any challenges as well as recommendations for OMS best practices relevant to your implementation.

Configurations
• Cartegraph will provide configuration services, including:
o Up to five (5) custom fields and up to one (1) custom layout per asset type listed in the Assets section below
o Up to ten (10) custom fields and up to five (5) custom layouts to be utilized in any of the shared areas of the system, such as Tasks
o Up to five (5) automations
o Up to five (5) preventative maintenance plans
Training
• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
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o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs • Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include:
o OMS Esri integration configuration options
o Integration functionality (basemap and feature)
o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices
• Cartegraph will provide a three-day (3-day) onsite "train-the-trainer" training event. The training agenda will be defined and agreed upon by both Cartegraph and your project manager. Topics may include any of the following:
o Request Management:
▪ Requests
▪ Requesters
▪ Task Creation from Requests
▪ Issue library (including settings such as Applies to Asset and NonLocation) ▪ Cartegraph recommended best practices for Request and Requester Management
o Work Management:
▪ Create Task(s) (Asset/Non-Asset)
▪ Assignments (Add, Edit, Remove)
▪ Task Menu Actions
▪ Related Work Items
▪ Create Work Order
▪ Associate Task to WO
▪ Repeat Work Orders
▪ Work Order Menu Actions
▪ Enter Resources
▪ Timesheets
▪ Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
▪ Cartegraph recommended best practices for Work Management o Asset Management:
▪ Asset Details
▪ Preventative Maintenance Plans
▪ Inspections
▪ Linked assets (if applicable)
▪ Container/Component Relationships (if applicable)
▪ Cartegraph recommended best practices for Asset Management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. 297
o Fleet Management:
▪ Preventative Maintenance
▪ Task Management
▪ Vehicle Replacement Ratings (VRR) Equipment Detail information ▪ Fleet Reports
▪ Cartegraph recommended best practices for Fleet Management o Resource Management:
▪ Resource Details
▪ Labor/Equipment Rates
▪ Material Management (Stock, Usage, Adjustments)
▪ Vendor Price Quotes
▪ Cartegraph recommended best practices for Resource Management o Cartegraph Mobile:
▪ Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)
▪ Work Management
• Create and Update Tasks (Asset/Non-Asset)
• Assign Tasks
• Enter Resources
• Inspections
▪ Asset Management
• Create and Update Assets
▪ Request Management
• View and Update Requests
• View Requester information
• Create Task from Request
▪ Cartegraph recommended best practices for mobile device use o Administrator:
▪ Administrator:
• User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log ▪ Settings:
• System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
▪ Manager:
• Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager, Automation Manager
• Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting functionality. Training topics include:
o Security/Roles
o Report Designer
▪ Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting
o Report Viewer
o Reporting best practices and solution tips/tricks.
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• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Preventative Maintenance Plans functionality. Training topics include:
o Preventative Maintenance
o Cartegraph recommended best practices for proactive asset management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.
• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Advanced Inspections and Asset Condition Manager functionality. Training topics include:
o Performance Management
▪ Prediction Groups
▪ Minimum Condition Groups
▪ Activities and Impacts
▪ Criticality Factor
▪ Install/Replaced Dates
o Cartegraph recommended best practices for advanced inspections and condition management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.
• Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on Asset Builder functionality. Training topics include:
o OMS Administrator
▪ Structure Manager
▪ Library Manager
▪ Layout Manager
▪ User/Role Configurations
o Cartegraph recommended best practices for expanding the system’s use and/or building assets
• Cartegraph will provide remote train-the-trainer, up to two (2) hours, on the Integration Toolkit functionality. Training topics include:
o API
o Webhooks
o Scheduled Import/Export
o Cartegraph recommended best practices for utilizing the Integration Toolkit Go-Live Support
• Cartegraph will provide up to two (2) remote web conferences (not to exceed 4 hours total) to be utilized for Go-Live Support. The agenda will be defined, and agreed upon, by both your and Cartegraph’s project managers. Topics may include any of the following:
o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable 299
Data Services
• Cartegraph will provide one sandbox and one production data load service through standard import/export functionality. Cartegraph will provide template documents for data population. Once populated by your staff, Cartegraph will load the data into your sandbox or production OMS environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
Assets
Asset implementation includes the following professional services:
• Cartegraph will provide installation and training on the following fifty-three (53) asset types:
o Facilities (25)
▪ Facility; Other Site Construction; Selective Building Demolition; Site Improvement; Site Preparation; Facility Floor; Basement Construction; Conveying; Exterior Enclosures; Facility Electrical; Facility Equipment; Fire Protection; Foundations; Furnishings; HVAC; Interior Construction; Interior Finishes; Plumbing; Roofing; Site Electrical Utilities; Site Mechanical Utilities; Spaces; Special
Construction; Stairs; Superstructure
o Signals (8)
▪ Preemption; Signal Cabinet; Signal Head; Traffic Camera; Signalized Intersection; Signal Controller; Signal Monitor; Traffic Detector o Stormwater (9)
▪ Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump
o Transportation (8)
▪ Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support
o Walkability (3)
▪ ADA Ramp;Tree; Sidewalk
Cartegraph will provide all services remotely via audio; video; and web conferences unless otherwise noted.

Exclusions
The following service items are not included in the scope of this project:
• Implementation of any custom modification or integration developed by Cartegraph; your internal staff; or any third-party is not included in the scope of this project unless specifically listed above.
300
• Data conversion services from other software system(s) or sources (including Cartegraph Navigator databases) are not included in the scope of this project unless specifically listed above.
• Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed above. 301
Quote Number: OG-00003583
Created On: 5/19/2023 Prepared By: Alex Martinez
Order Form Expiration: 6/30/2023 Email: [email protected] Subscription Start Date: 7/1/2023 Contract Term: 12 Months Subscription End Date: 6/30/2024
Customer Information
Customer: City of Eastvale, CA Contact Name: Jess Haro
Bill To/Ship To: Email: [email protected]
Eastvale, California 91752
Billing Frequency: Annual
Payment Terms: Net Thirty (30) Days
SOFTWARE SERVICES:

Start Date End Date Annual Fee
7/1/2023 6/30/2024 $43,590.31
Annual Subscription Total: See Billing Table
PROFESSIONAL SERVICES:

Professional Services Total: $63,360.00
Billing Date Amount Due
July 1, 2023 $106,950.31
OpenGov, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

OpenGov Inc.

PO Box 41340
San Jose, CA 95160
United States
12363 Limonite Avenue, Suite 910
United States
Order Form Legal Terms
Welcome to OpenGov! Thanks for using our Software Services. This Order Form is entered into between OpenGov, Inc., with its principal place of business at 6525 Crown Blvd #41340 San Jose, CA 95160 (“OpenGov”), and you, the entity identified above (“Customer”), as of the Effective Date. This Order Form includes and incorporates the OpenGov Software Services Agreement, signed between the parties, effective January 27, 2022 as amended (“SSA”) and the applicable Statement of Work (“SOW”) incorporated herein in the event Professional Services are purchased. The Order Form, SSA and SOW shall hereafter be referred to as the “Agreement”. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, on the Effective Date. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Software Services Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the terms in the Agreement to the exclusion of all other terms.

Entriprise Asset Management
Facilities Domain, Signal Domain, Transportation Domain, Walkability Domain, Stowmwater Domain Product / Service
Order Details
Product / Service Start Date
(Annual Software Fee + Professional Services)
OpenGov Deployment —Prepaid (Upfront) 7/1/2023
City of Eastvale, CA
Billing Table:
302
A- 2022- 009

OPENGOV SOFFWARE SERVICES AGREEMENT

OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement ( this " Agreement") is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 6525 Crown Blvd # 41340, San Jose, CA 95160 (" OpenGov") and the customer listed on the signature block below (" Customer"), as of the date of last signature below ( the " Effective Date"). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov' s hosted software services.

1. DEFINITIONS
Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement ( for example, by email or through Customer's software systems of record). Customer Data shall not include any confidential personally identifiable information.

Documentation" means the documentation for the Software Services at the Customer Resource Center page found at https:// opengov. zendesk. com.

Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums.

Initial Term" means the initial license term specified in number of years on the Order Form, commencing on the Effective Date.

Intellectual Property Rights" means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature.

Order Form" means OpenGov' s Software Services order form that: ( a) specifies the Software Services provided by OpenGov; ( b) references this Agreement; and ( c) is signed by authorized representatives of both parties.

Renewal Term" means each additional renewal period, which shall be for a period of equal duration as the Initial Term, for which this Agreement is extended pursuant to Section 7.2.

2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES

2. 1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer (" Software Services").

2. 2 import & Service Levels. Customer support is available by email to support@opengov. com or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov' s standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide supportfor the Software Services inaccordance withthe Support and Software Service Levels found at https:// opengov. com/service- sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.
3 Professional Servicesa)
If OpenGov orits authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described ina statement of work ("SOW") agreed to by the parties ( the "Professional Services"). Unless otherwise specified inthe SOW, any pre -paid Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre -paid Professional Services Fees shall be forfeited. b)
Unless the SOW provides otherwise, all reasonable travel expenses, pre -approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses Rev. 2018. 01_210428NA
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include cost of coach airfare travel round trip from the individual' s location to Customer's location, reasonable hotel accommodations, ground transportation and meals.

3. RESTRICTIONS AND RESPONSIBILITIES

3. 1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: ( a) use or access any of the Software Services to build a competitive product or service; ( b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services ( except to the extent applicable laws specifically prohibit such restriction); ( c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; ( d) perform or disclose any benchmarking or performance testing of the Software Services; ( e) remove any proprietary notices included with the Software Services; ( f) use the Software Services in violation of applicable law; or ( g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform.

3. 2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record ( such as Customer's ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: ( a) ensuring that such equipment is compatible with the Software Services, ( b) maintaining the security of such equipment, user accounts, passwords and files, and ( c) all uses of Customer user accounts by any party other than OpenGov.

4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA

4. 1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole or in part, without OpenGov' s prior written consent. Subject to Customer's obligations under this Agreement, OpenGov hereby grants to Customer a non- exclusive, royalty -free license during the Term to use the Software Services.

4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non- exclusive, royalty -free license to, and permit its partners which include, without limitation the hosting providers of the Software Services) to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis (" Insights"), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable.

4. 3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer.

4.4 Feedback. Customer hereby grants to OpenGov a non- exclusive, royalty -free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.

OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer' s Feedback including all Intellectual Property Rights in and to the improvements and modifications.

5. CONFIDENTIALITY

5. 1 Each party ( the " Receiving Party") agrees not to disclose any Confidential Information of the other party ( the Disclosing Party") without the Disclosing Party' s prior written consent, except as provided below. The Receiving Party further agrees: ( a) to use and disclose the Confidential Information only in connection with this Agreement; and ( b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.

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5.2 " Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as " Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/ or the circumstances surrounding the disclosure ( including the terms of the applicable Software Agreement). OpenGov' s Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation.

5.3 Notwithstanding the foregoing, " Confidential Information" does not include: ( a) " Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include ( b) information that has become publicly known through no breach by the receiving party; ( c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information.

6. PAYMENT OF FEES

6. 1 Fees; Invoicing; Payment; Expenses.
a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term (" Software Services Fees") and the fees for Professional Services (" Professional Services Fees") are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as "Fees". Except to the extent otherwise expressly stated in this Agreement or in an Order Form, ( i) all obligations to pay Fees are non - cancelable and all payments are non- refundable, ( ii) Customer must pay all Fees due under all Order Forms and SOW within thirty ( 30) days after Customer receives each invoice ( invoices are deemed received when OpenGov emails them to Customer's designated billing contact); ( iii) the Software Service Fee shall be due annually in advance, and ( iv) Customer must make all payments without setoffs, withholdings or deductions of any kind. b) Annual Software Maintenance Price Adjustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre -approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty ( 30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice.
e) Customer Delays; On Hold Fee.

I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10. 5, if OpenGov determines that Customer' s personnel or contractors are not completing Customer' s responsibilities described in the applicable SOW timely or accurately, OpenGov shall promptly, but in no event more than thirty ( 30) days from the date of such determination deliver to Customer a notice ( an " On Hold Notice") that A) designates the Professional Services to be provided to the Customer as " On Hold", ( B) detail Customer' s obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and C) specify the Customer shall be invoiced for lost time in production ( e.g. delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year Software Service Fee ( the On Hold Fee").

II. Effects of On Hold Notice. Upon issuing an On Hold Notice, OpenGov shall be entitled, without penalty, to ( A) reallocate resources otherwise reserved for the performance of the Professional Services, and B) stop or caused to be stopped the Professional Services to be provided to the Customer until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the "On Hold" status, only upon Customer's fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Rev. 2018.01 _ 210428NA
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Fee. Upon Customer' s fulfillment of its obligations in the On Hold Notice, OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6) weeks, depending on the availability of qualified team resources ( OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer' s failure to complete Customer' s responsibilities or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW.

6. 2 Consequences of Non -Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, ( a) Customer will owe late interest penalty of 1. 5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and ( b) If Customer's account remains delinquent ( with respect to payment of a valid invoice) for thirty ( 30) days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer's designated billing contact, OpenGov may temporarily suspend Customer's access to the Software Service for up to ninety ( 90) days to pursue good faith negotiations before pursuing termination in accordance with Section 7. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency.

6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value- added, use or other taxes Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov' s net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.

7. TERM & TERMINATION

7. 1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the "Initial Term") unless sooner terminated pursuant to Section 7.3 below.

7. 2 Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term the "Renewal Term" and together with the Initial Term, the "Term"), unless either party notifies the other party of its intent not to renew this Agreement in writing no less than thirty ( 30) days before the end of the Initial Term.

7. 3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty ( 30) days after notice by the non -breaching party ( ten ( 10) days in the case of non- payment), the non -breaching party may terminate this Agreement. Additionally, Customer may terminate this Agreement, upon providing at least ninety 90) days notice prior to the annual anniversary date of the Agreement (" Anniversary Date") upon the occurrence of an Event of Nonappropriation as defined below. An " Event of Nonappropriation" occurs when prior to each Anniversary Date: a) Customer uses all efforts that are lawful and within Customer' s official power, to secure the appropriate funds for the next year' s Fees, including indicating the Software Services serve an essential purpose to Customer; and b) Customer has not acquired, used or issued a proposal for similar products or services during this period or has not hired any third party or allowed its own employees to use other services in place of the Software Services. Customer shall permit OpenGov to assist with the efforts in a) above, including providing OpenGov with direct access to Customer's applicable appropriations team.

7. 4 Effect of Termination.
a) In General. Upon termination pursuant to Section 7. 3 or expiration of this Agreement pursuant to Section

7. 1: ( a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration, ( b) all Software Services provided to Customer hereunder shall Rev. 2018.01 _ 210428 NA
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immediately terminate; and ( c) each party shall return to the other party or, at the other party' s option, destroy all Confidential Information of the other party in its possession. b) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7. 4( b), upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant to OpenGov' s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement. Such request must be addressed to " OpenGov Vice President, Customer Success" at OpenGov' s address for notice described at Section 10.

7. 5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 ( Payment of Fees), Section 7. 4( b) ( Deletion of Customer Data), Section 8. 3 ( Warranty Disclaimer), Section 9 Limitation of Liability) and Section 10 ( Miscellaneous).

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8. 1 By OpenGov.
a) General Warranty. OpenGov represents and warrants that: ( i) it has all right and authority necessary to enter into and perform this Agreement; and ( ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer' s exclusive remedy and OpenGov' s entire liability will be the re -performance of the applicable services. If OpenGov is unable to re -perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety ( 90) days of performance of such work in order to receive such warranty remedies.
b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety ( 90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error -free. Any claim submitted under this Section 8. 1( b) must be submitted in writing to OpenGov during the Term. OpenGov' s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the prepaid, unused portion of the Fee for such Software Services.

8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and ( ii) OpenGov' s use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.

8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED " AS IS" AND OPENGOV DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.

9. LIMITATION OF LIABILITY

9. 1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT

MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: ( A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; ( B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR ( C) FOR

ANY MATTER BEYOND SUCH PARTY' S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

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9.2 By Amount. IN NO EVENT SHALL EITHER PARTY' S AGGREGATE, CUMULATIVE LIABILITY FOR ANY

CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY

CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

9. 3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9. 1 and 9.2 above do not apply to, and each party accepts liability to the other for: ( a) claims based on either party' s intentional breach of its obligations set forth in Section 5 ( Confidentiality), ( b) claims arising out of fraud or willful misconduct by either party and ( c) either party' s unauthorized use, distribution, or disclosure of the other party' s intellectual property.

9. 4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.

10. MISCELLANEOUS

10. 1 Logo Use. OpenGov shall have the right to use and display Customer' s logos and trade names for marketing and promotional purposes in connection with OpenGov' s website and marketing materials, subject to Customer' s trademark usage guidelines provided to OpenGov.

10. 2 Notice. Ordinary day- to- day operational communications may be conducted by email, live chat or telephone communications. However, for notices, including legal notices, required by the Agreement ( in Sections where the word " notice" appears) the parties must communicate more formally in a writing given by personal delivery, by prepaid first- class mail or by overnight courier to the address specified in the most recent Order Form ( or such other address as may be specified in writing in accordance with this Section).

10. 3 Anti -corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer.

10. 4 Iniunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party' s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

10. 5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.

10. 6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non -enforcement. There are no third -party beneficiaries to this Agreement.

10. 7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party' s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each parry' s permitted assigns and successors.

10. 8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.

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10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

10. 10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein.

10. 11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: 9F41914C. 8AFF-451 F-8892- 2OA61 D59COF2

OPENGOV SOFTWARE SERVICES AGREEMENT
Signatures
Customer: i1} OF tdNVQIf
Signature:

Name: flv irJ C1A1GA
Title: tt( ilYlU Ci+ J Manaarx
Date: o I I g' i l 006a
OPENGOV, INC.

Docusigned by:

Signature:
cDa ocD„ wa
Name:

Waranya Simbeck
Title:

Date:

Head of Finance
2/ 1/ 2022
SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT]
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Signatures
Customer: ( j-hl OF tQ('walf OPENGOV, INC.

Signature: Signature:

Name: 1 i
NWIR Name:

Title: Title:

Date: Q i I ;) L1 12oaa Date:

SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT]
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DowSign Envelope ID: 9F41914C- 8AFF- 451 F- 8892- 2OA61 D59COF2

Q OPENGOV
Created On: 11W.' 022
Quote Expiration: 1512022
Subscription Start Date:
2112022 Subscription End Data:
lOln_ Consumer 027 id'oessidu n
Customer City of Easrvale, CA
Bill Tmgb ip To: 12363 Laterite Avenue, Suite 910
Easnnle, Culd' omu 91752
UnitedSmtus
Order Debris
Billing Frequcaq: Annual
Payment Terms: Na Thaty( 30) Days
SOFIIVARE SERVICES:

Product/ Service
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PROFES SI ONAL S ERVI C ES:
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PO Box 41340
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Email: akercado& pengov cam
Contract Term: W Months
Contact Nnnte: Anwnda Wells Contact Name: Amanda Wills
Email: owellsrdeutvalecagov Email: awells© curvalecs. gov Phone: ( 951) 703-0 38 ( 951) 7034439
Description: See Billing Table Below
Stall Dme End Daze Annual Tenn Annual Face
11112022 151 _ 027 5 S34200. 00
Annual Subscription: 5 41, 200.00
Desorption
Product configuration, setup, and treating described in the anached SOW.

Prefessionei Service Total: 539, 775. 00
pilling T' oble:

Billion Data Amount Due
February I, 2M S73, 975 W fSb/ mnn•.Sensra - PrJaitmrd. R•nurs J February, 1, 2M S34, 2MW
Febntmy 1. 2024 S34, 200W
Fcbwq I,= 5
34, 200.00
February 1, 2026 S34, 2W 00
Order Form Legal Terms
Welcome to OpenG. 0 Thanks fin using our Sail, a Sarvim. This Order Form is entered into between OpouGov, Inc, with its principal place of business at 6525 Crown Blvd n41340 San Jose, CA 951W (" OpenGov'), and you, the entity identified above (- Custrai as of the Effective Date This Oder Fan includes and incorporates the Op inGov Soft.. Smices Agreement (- SSA") atuched, or tf to such SSA is attached. Om SSA aveuable at hops Pialushov comMrns- or-service and the epplauble Sassari of Work SOW') nmrporuW herein m the event Professional Services are purchased. The Orda Form, SSA and SOW' shall hereapc be refined su u tlx' Agrecment'. Unless oOtawae specified above fees for the Software Services and Professional Smicrs shall be due and payable in advance, on the Elfeaive Dote. By signing this Agreement, Custmner acknowledges this it his reviewed and agrees to be legally bound by, the Operi Software Services Agrcemmt Each party s acceptmce of this Agr. t is conditional upon the otha' s acceptance of the Issues in the Agreement to the exclusion of all other terms OP. Gov, ine
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312

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Created On: I/ 14/ 2022
Quote Expiration: 1/ 312022
Subscription Start Date:
112022 Subscription End Date:
1/ 31/ Customer 2027 Information
Customer: Cny of Eastvale, CA
Bill TotShip To: 12363 Limonite Avenue, Suite 910
Easbale, Cald' omia 91752
Uniled States
Order Details
Billing Frac uenq: Amoral
Payment Terms: NetThery( 30)Days OpenGew
Inc. PO
Box 41340 San
lost CA 95160 United
States Prepared
By: Andrew kerado Email:
akaado@opmgov emn Can
tract Term: 60 Months ContnctName.

Amanda Wells Contact Name: Amanda Wdls Email: awells@eestvnmgov Email; owells@easmalecagov Phone: ( 951)
703- 4438 ( 951) 7034438 Description: See
Billbrg Table Below SOFTWARE SERVICES:

Product/ Service
Stan Dare End Date Annual Torn Annual Fee Budgeting S
Plarming 2'1
2022 15112M7 5 S34, 2WW An anal
Su bscrip It..: 534,200. 00 PROFESS I
ONA L SERVICES: Pradua/ Semce
Description OpenGov Deployment
Product conegureuon, semp, and aammg described in the attached SOW Professional Services Total: S39,775. 01) Bilbpg Table
Baling Date
Amount Due February 1,
2022 73, 975 W (.1' jnrore. a cer - Y f"suouriserwcrs) February 1, 2W3 34, 2WW February 1,
2024 34, 200A0 February 1,
2025 34. 200. W February I,
2026 S34, 20. 00 Order Fenn
Legal Terms Welcome to
OpenGovl Thanes for using our Software Services This Order Form is ataed into between OpmCmv. Inc., with its principal place of bmnmeas m 6525 Crown Blvd 1340 San Jose, CA 95160 (" OpenGew"), and you, the entity identified above ("Customer'), as of the E fmtive Dam. The: Order Fo i clWm and ercorporates the OpmGov SoRwme Services Agrccman("SSA")amched, or ifo, such SSA is attached, the SSA evadableat https//c engov. coMtmns. of-servire and the applicable Statementof Work SOW') mccepormed herein in the event Professional Services one purchased. The Order Form. SSA and SOW shall hereafter be referred to as the- Agreanmt'. Unless othaw¢ c specified above, fees for the Software Services and Profess. mmi Services sholl be, due and payable, in advance. on the Effective Date. By signesg this Agreement Customer acknowledges that ithas reviewecL and agrees to be legally bound by, the OpmGov Software Services Agreement Each peny's acceptance of this Agreement u conditional upon the other's aaeptame of the turns in the Agreement to the exclusion ofall other terms. OpmGev, In .

Sigrsume. Name.

Date
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Statement of Work
City of Eastvale, CA
Created by: Ariana Tuckey
Creation Date: 12/ 08/ 21
Document Number: DD- 02229
Version Number: 1
Overview 2
Preamble 2
Methodology 3
Project Initiation 4
Best Practice Review 4
Configuration 4
Validation 4
Deploy 5
Project Completion 5
Project Schedule 5
Roles and Responsibilities 6
Roles and Responsibilities Matrix 6
Governance 8
Regular Communication Components 8
Commitment to Project Direction and Goals 10
Escalation Process 10
Process 10
Escalation Requirements 10
Documentation 11
General Project Commitments 11
Project Scope 12
OpenGov Reporting & Transparency Platform 12
OpenGov Reporting & Transparency Platform Project Deliverables 12 t
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Project Tasks 12
Initiate 12
Best Practices 13
Configuration 13
Validation 14
Deploy 14
OpenGov Budgeting & Planning 15
Budget & Planning Project Deliverables 15
Project Tasks - Budgeting and Planning 15
Initiate 15
Best Practices 17
Configure 17
Validation 19
Deploy 19
Financial Integration 20
Financial Integration Deliverables 20
Financial Integration Tasks 20
Initiate 20
Configuration 21
Validation 21
Deploy 22
Acceptance 22
Acceptance Process 22
Acceptance Requirements 23
Change Management 23

1. Overview

1.1. Preamble
This Statement of Work (" SOW") identifies services that OpenGov, Inc. (" OpenGov" or "we") will perform for City of Eastvale, CA (" Customer" or " you") pursuant to that order for Professional Services entered into between OpenGov and the Customer (" Order Form') which references the Software Services Agreement or other applicable agreement entered into by the parties (the "Agreement').

Customer's use of the Professional Services are governed by the Agreement and not this SOW.

Upon execution of the Order Form or other documentation referencing the SOW, this 2 315

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SOW shall be incorporated by reference into the Agreement.

In the event of any inconsistency or conflict between the terms and conditions of this SOW and the Agreement, the terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in this SOW shall have the meaning defined in the Agreement.

This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party.
openGov will be deployed as is, Customer has access to all functionality available in the current release.

Initiation
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2. Methodology
OpenGov' s deployment methodology, often referred to as the OpenGov Way (" OG Way'), delivers on OpenGov's mission to power more effective and accountable governments.' It is an innovative, modern, and iterative approach that leads our customers to successfully deploy our products and help them successfully achieve their vision. The OG Way differentiates itself in the market by its foundation of customer empowerment. We rely on our years of experience working with governments, leading in governments, and leveraging best practices from the public and private sector in order to coach our customers through the change management needed to leverage our best practices and quality software. This methodology requires a degree of focus and engagement to ensure collaboration between both parties to produce the desired results in a timely manner. We look forward to our partnership and can't wait to show you how The OG Way will improve the way you do business and theservices you' re able to provide to your citizens! 316

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Project Initiation
During project initiation, we will introduce project resources, review the products and services purchased, finalize project timelines, and conduct the kickoff meeting. Both OpenGov and Customer are responsible for assigning their Project Managers for the project. We will hold a planning meeting to review all project documents OpenGov has received to date. We' ll also provide additional worksheets that need to be included. We' ll set- up meetings to finalize the project plan and ensure there is a centralized location for these documents to be stored for collaboration. Lastly, we' ll determine the date for the larger kickoff meeting and discuss the agenda for this critical meeting.

Best Practice Review
OpenGov will provide your team with access to OG University and OpenGov' s Resource Center so that you can start learning.

Provided checklists with samples of data and information that we'll need completed.

We will obtain all data and integration information at this time in our standard format.

We will review your agency -specific documents to validate your business requirements.

We will then coach you on our best practices by showing you how our tool works in the most effective manner.

Based on our best practices review, we'll make solution recommendations based on our domain expertise.

We' ll align with your team based on our understanding of your operating processes based on technical requirements and product functionality.

We' ll review all data and integration requirements. A data map will be mutually agreed upon and signed off on by Customer.

We' ll present a solution document to be mutually agreed upon prior to starting the configuration.

Configuration
We will set- up the base configuration based on the mutually agreed upon solution document.

We will mutually configure the use cases based on the mutually agreed upon solution document.

We will migrate your data based on our mutually agreed upon data map.

Validation
Review the completed work performed during configuration. rd
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The appropriate members of the Customer project team will confirm that the solution has been configured correctly based on the solution and data mapping documents by testing the use of the solution.

Training will be provided based on the selected package, or as set forth herein.

Any items that were configured or migrated incorrectly based on the data map and solution document will be tracked via an issue log. We will work with your team to identify deployment critical issues that will be worked out prior to launch. If the item is not included in the mutually agreed upon data map and solution document, a mutually agreed upon change order will be discussed as defined in Section 10 Change Management of this SOW.

The exit criteria for this phase is the sign off by the Customer's Project Manager of the configuration based on the mutually agreed upon solution and data map as defined in Section 9 Acceptance of this SOW.

Deploy
The solution is usable by Customer.

Project Completion
Customer is sent a project acceptance form to sign as defined in Section 9 Acceptance of this SOW.

Customer will be asked to respond to a brief survey to provide feedback about the experience.

Customer is introduced to Customer Support and educated on how to engage with customer support based on Customer's procured package.

3. Project Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless specifically noted, the OpenGov assigned project manager ( as identified below or such alternate designated by OpenGov, the "OpenGov Project Manager") will work with Customer Project Manager to develop the project schedule for all requested deliverables under this SOW. OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/ or Customer resources, and the timeliness of deliverables provided by the Customer.
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4. Roles and Responsibilities

4.1. Roles and Responsibilities Matrix
OpenGov
Role Role Description
Executive Sponsor Responsible for ensuring alignment on project value proposition ES") and vision. Escalation point for Customer Executive Sponsor to mitigate any risks that the project team cannot resolve. Executive Sponsor attends monthly (or other frequency) executive
meetings to review deployment status, documented issue list, status and closure summary.

Project Manager Responsible for the delivery of the professional services based PM") upon the agreed upon contract and SOW within the budgeted hours and timeframe. Ensures the project is properly forecasted, assigns tasks/ resources, and tracks toward project completion.

Holds executive steering committee meetings and/ or quarterly business reviews as appropriate to ensure project issues are properly escalated and success is achieved. Facilitates the transition to support.

Analyst ("IA") Responsible for helping Customer configure OpenGov' s product suites as assigned. The Analyst is the primary consultant, guiding Customer through configuration working sessions to put together successful workflows.

Subject Matter OpenGov Subject Matter Experts (" SM Es") will engage in Expert (" SME") strategy, design, and execution discussions internally and with Customer during the deployment. The SME has a specific area of expertise, and depending on the scope of the project more than one SME may engage. The SME will not be on all working
sessions, but will be involved per the direction of the OpenGov Project Manager.

Integration Engineer Responsible for migrations, conversions, and integrations as IE") assigned. Responsible for providing clear direction on specifications to ensure proper delivery of migration,
conversions, and integrations. Clear data mapping and data validation to be provided with customer sign -offs obtained by the OpenGov Project Manager.

Account Executive The Account Executive is responsible forthe sales cycle. Aligning E
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AU) on program vision, value proposition, and contract terms. The Account Executive will facilitate project kickoff along with the OpenGov Project Manager. The Account Executive will be
engaged with the customer throughout theirjourney with
OpenGov, post -deployment and beyond.

Customer Manager The Customer Manager (" CM") is the primary customer CM") relationship holder post -Deploy. The "Air Traffic Controller' or Quarterback" of OpenGov resources with focus on long term success of Customer' s partnership with OpenGov. The CM will engage with Customer to discuss adoption strategy and conduct periodic reviews to ensure Customer's key stakeholders
understand all OpenGov offerings and how they align to key Customer priorities. The CM will be introduced at deployment kick- off, but will not be an active participant in deployment working sessions. As the deployment approaches closure, the CM' s engagement will ramp -up, and the OpenGov Project Manager to CM meeting with Customer will occur prior to Project Completion.

Customer
Role Role Description
Budget Owner ("BO") The Customer Budget Owner commits the funds to the project deployment, assesses the value to the cost (ROI), and approves changes orders. In some cases, the Budget Owner and Executive Sponsor are the same person.

Executive Sponsor Responsible for ensuring Customer team is aligned to core ES") project value proposition and goals. Able to intervene if the project goes off track, and has ability to make decisions on timeline and budget when decisions are stalled. The Executive Sponsor is not expected to regularly attend deployment working sessions. Executive Sponsors, attend monthly ( or other frequency) executive meetings to review deployment status, documented issue list, status and closure summary.

Project Manager Serves as the primary contact for OpenGov Project Initiation, PM") Best Practice Review, Configuration, Validation, Deploy, Project Completion. Coordinates meetings and schedules. Controls communication between the Customer and OpenGov project
teams.

Project Lead (" PL'') Is an internal SME in the functional area of deployment. Attends working sessions, trainings, and responsible for reviewing 320

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configurations. Primary OpenGov counterpart will be the Analyst.

Data and Responsible for mapping out data infrastructure and validating SystemsLead (" DSL") migration, conversion, integration requirements. Someone who is able to connect OpenGov team with any of Customer' s
third -party data sources and vendors as needed to fulfill SOW requirements.

5. Governance
Project Governance provides the foundation and framework to manage deployments by assessing progress and addressing questions and challenges during the course of deployment. OpenGov follows three guiding principles for governance to maximize the deployment value with our customers:

Regular communication aligned to the agreed upon project plan and timing will occur. OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, as we can only address items when known.

Executive involvement is expected from both OpenGov and Customer. Not only may Executives be called upon to clarify expectations and/ or confusion, but also to steer strategic items to maximize the value through the deployment.

Commitment to the direction outlined in this SOW and critical assessment change orders to ensure they drive value.

5. 1. Regular Communication Components
L
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Statement Bi- Annually Review of PM, ES, PM, BO.

Committee milestones per AE, CM ES
commercial
agreement, review
budget and fiscal
matters.

Discuss strategic
direction from
deployment,
alignment of
OpenGov with
Customer' s 3- year
roadmap, evaluate
potential shift in
strategy and
impact to
relationship
Executive Sponsor Meeting Monthly / Discuss PM, ES, PM, ES, Bi- Monthly deployment: plus plus
Strategic others as others as
impacts: timing, necessary necessary
scope, process
Value prop
changes,
confusion
Project specific:
items that need
guidance, support
and/ or clarity
Weekly Deployment Updates Weekly Summary of Project Project project actions Team + Team +
against project ES( s) ES( s)
plan.

Risks and
achievements
highlighted in
addition to asks of
leadership.
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5.2. Commitment to Project Direction and Goals
This SOW is the direction agreed upon by Customer and OpenGov. Transparency of the plan is paramount for our Customers to attain the value the SOW or any subsequent change order outlines.

Should direction of the deployment become disconnected, OpenGov and Customer Project Managers will outline the gaps as they understand them and communicate the gaps to their respective Executive Sponsor( s) ( or Project Teams) for discussion and resolution.

The communication path for this engagement will be outlined in the kick off meeting, documenting both phone numbers and email. The general path is:

OpenGov Project Manager Professional Services Sr. Manager / SVP Executive Sponsor

6. Escalation Process
The purpose of this section is to define the escalation process, should it be needed, to support closing issues that are raised, discussed to move forward with the deployment.

OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation.

6.1. Process
Identification of an issue impeding deployment progress, outcome or capturing the value proposition, that is not acceptable.

Customer or OpenGov Project Manager summarizes the problem statement and impasse.

Customer and OpenGov Project Managers will outline solution, acceptance or schedule Executive review in accordance with SLA as defined in Section 7 General Project Assumptions.

Resolution will be documented and signed off following Executive review in accordance with SLA as defined in Section 7 General Project Assumptions.

6.2. Escalation Requirements
OpenGov and Customer Project Managers will summarize the impasse and recommendation to present at scheduled or ad hoc executive meetings. Unless otherwise noted in this SOW, Customer Project Manager can approve how hours are used, but not where funding is required.
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Executive Sponsors attend monthly ( or other frequency) executive meetings to review deployment status, documented issue list, status, and closure summary.

Steering Committees, where applicable, will be the arbitrator to direction and issue closure. Unless otherwise noted in this SOW, the Customer Executive Sponsor must approve change orders that result in additional cost.

Customer or OpenGov Subject Matter Experts may be requested to provide input to the issue and assist in closure. Both Customer and OpenGov will make best effort to enable those Subject Matter Experts to be available and participate.

6.3. Documentation
Issue Escalation: Problem Statement with clear impact to the deployment and/ or engagement.

Acceptance Document: Which will include any change order( s) or other process adjustments required and summary of the resolution.

Notes from Project Meetings, Executive Reviews, and Steering Committee meetings, as appropriate.

7. General Project Commitments
OpenGov is excited to work with Customer on the implementation of our OpenGov ERP Cloud. In order to ensure we are able to meet the project timeline and ensure Customer is successful in this implementation, OpenGov asks that Customer abide by the General Assumptions detailed in this SOW.

This SOW is limited to the Implementation of the OpenGov Cloud as defined in the Project Scope. Any additional services or support will be considered out of scope.

Customer will commit and provide access to all necessary stakeholders and subject matter experts, and other key parties whose roles are defined in Section 4.1, necessary to the successful implementation of the OpenGov ERP Cloud as defined in this SOW.

Customer is responsible for internal change management associated with the purchase of new software.

Response Protocol
OpenGov and Customer commit to responding to inquiries, updates, or any other project -related matters in no more than 10 business days throughout the course of this project. If Customer is delayed in its response, Customer acknowledges that: a) the delay may impact the project schedule; and b) any fees for Professional Services due to OpenGov after such delay shall become due and OpenGov may invoice Customer for such prepayment.
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o As set forth in Section 6.1( e) of the Agreement, if extended delays in Customer responsiveness are encountered, OpenGov may opt to put the project into an " On Hold" status, which includes causing OpenGov to stop or cause to be stopped the Professional Services to be provided to the Customer, until the Customer has fulfilled its obligations set forth in the On Hold Notice as described in the Agreement.
o The Professional Services will be provided during regular business hours ( 8am to 6pm Pacific Time) Monday through Friday ( holidays excluded).

SOW Expiration:
o This SOW is valid for up to 90 days from the Creation Date, or as agreed to in writing by OpenGov and Customer.

8. Project Scope

8.1. OpenGov Reporting & Transparency Platform

8.1. 1. OpenGov Reporting & Transparency Platform Project Deliverables
OpenGov Cloud based Reporting & Transparency Platform that includes:

Reporting & . Stories
Transparency • Open Town Hall
Platform • Reporting
Dashboards
Transparency Portal

8.1. 2. Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the OpenGov Reporting & Transparency Platform implementation.

8.1.2.1. Initiate
Provisioning OpenGov will provision Customer's OpenGov entity and verify Customer R& T Platform has access to all purchased modules.
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OpenGov OpenGov will provide access to OpenGov University online training University courses intended to teach users on the basics of the Reporting & Platform Transparency Platform.

Training
Stories and OpenGov will build out an example of a Story:

Open Town • One standard story based on available templates in OpenGov.

Hall Examples OpenGov will build out an example of a topic in Open Town Hall.

Initial Data OpenGov will upload any applicable datasets to the OpenGov Platform.

Migration • Base Budget File
Historical Budget and Transactions Files, including beginning balances
Budget Reference Year data files
OpenGov will accept flat files such as CSV, Text, and/ or Excel

8.1.2.2. Best Practices

8.1.2. 3. Configuration
Chart of OpenGov will review and give feedback on Customer' s general ledger Accounts chart of accounts
OpenGov will provide a functional build of the proposed OpenGov Chart of Accounts, and gain sign off on acceptance from Customer.

OpenGov will configure OpenGov Chart of Accounts in OpenGov system
OpenGov OpenGovwill:

Reports 1 • Setup 3 OpenGov reports ( Annual, Budget to Actuals, and 13 326

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Transactions)

8.1. 2. 4. Validation

8. 1.

Des

2.5. Deploy
Training OpenGov will review configured story and train Customer on how to:

Stories Create new stories
Update/ Maintain current stories
Publish internally and externally
Training Open OpenGov will present configured Open Town Hall site and theme.

Town Hall OpenGov will train Customer on Open Town Hall functionality Training OpenGov will review configured OpenGov reports.

OpenGov OpenGov will train Customer on report:

Reports Configuration
Update/ Maintenance
Publishing internally and externally
Training OpenGov will review configured Dashboards
Dashboards OpenGov will train Customer on Dashboard:

Configuration
Update/ Maintenance
Publishing internally and externally
Platform OpenGov will review configured COA and uploaded data.

Training OpenGov will train Customer on Platform maintenance::

Users
Uploading data
Maintaining COA
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Sign Off Customer will sign off that they have:

Configured Story
Configured Open Town Hall
Configured OpenGov reports
Been trained on Stories, Open Town Hall, OpenGov reports

8.2. OpenGov Budgeting & Planning
Budget & Planning Project Deliverables
OpenGov Budgeting & Planning Suite, includes:

Budgeting & • Operating Budget
Planning Suite • Workforce Planning
Capital Improvement Project Budgeting
Online Budget Book
Budget Reporting

8. 2. 2. Project Tasks - Budgeting and Planning
The tasks and responsibilities listed below are required for OpenGov and Customer to successfully complete the OpenGov Budgeting and Planning Suite implementation.

8. 2.

Des

2. 1. Initiate
Documentation Customer to provide OpenGov:

Receipt • Budget export
Examples of the documentation currently provided to
department,
Budgetschedule,
Management budget reports example
OpenGov During the initial phase, OpenGov will provide system training to University administrators.

Budget Training will include:

Training . Howtocreate
o a budget
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o a proposal
o a worksheet
o add a line item
o reselect line items
o submit a budget
Reporting overview
Stories overview
Open Town Hall overview
Workforce Planning Overview
Budget and OpenGov will build out examples of best practices for budgeting Workforce solutions:

Solution
Examples Operating
2 budget instances in OpenGov
2 proposals for each budget instance ( Traditional and OpenGov) 3 budget reports
o Operating Budget Development
o Operating Budget Details
o Operating Budget Categories
1 budget story for review
Capital
1 budget instances in OpenGov
2 proposals
3 budget reports
o Capital Budget Development
o Capital Budget Details
o Capital Budget Categories
1 capital story for review
Workforce Planning Shell
4 Standard cost elements
o Wages
o Insurance
Retirement
o Taxes
Online Budget OpenGov will build out:

Book Examples Look and feel of Online Budget Book
Best practice templates for:
o Table of Contents
o Budget message
o Introduction
o Revenue and Expenditure Assumptions
o Budget Summary
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o Departmental Information
o Debt
ices
Functionality W-11on
Overview of OpenGov assesses and identifies how best to configure and map data Best Practice to ensure success based on materials provided by Customer.

Budget and The Implementation Analyst will conduct a review of the examples Workforce created and work with the customer to confirm a budget format on Solution which to move forward.

Online Budget The Implementation Analyst will conduct review of Online Budget Book Book Solution templates and work with Customer to confirm format and approach.

Solution OpenGov will present a solution document to be mutually agreed upon Document prior to beginning configuration.

8. 2. 2. 3. Configure
Base Budget I
OpenGov will configure and upload Customer' s base budgetfile into File OpenGov.

Budget I
Based on the Review and Confirmation phase OpenGov OpenGov will Configuration setup Customer's preferred budget format:

Operating
1 Budgetinstance
2 Proposals ( Department)
Corresponding worksheets (single, fund, division, or function) 1 standard budget Story template
Capital
1 Budget instance
2 Proposals ( Department or Project)
Corresponding worksheets (single, fund, division, or function) I standard capital Story template
Based on the review of the Workforce Planning Shell and with the 17 330

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guidance of the Implementation Analyst, Customer will:

Buildout remaining cost elements
Populate position template
Validate Workforce calculation
Budget OpenGov will hold working sessions between the Implementation Configuration Analyst and Customer for the purpose of validating, reviewing, and Working iterating upon draft budget instances. Session will focus on:

Sessions Setup
Structure
Workflow
Useraccess
Administrator OpenGov will provide 1, 60- Minute training sessions to enable Budget Customer's Budget Administrators to manage and maintain their Management OpenGov budgets including:

Training Useraccess
Approval workflow
Cloning
Phases
Proposal status
Dataset and OpenGov will set up 1 export and dataset view to enable budget reports View
Configuration
Budget OpenGov will set up 8 budget reports to include:

Report( s)
Operating
Operating Budget Milestones
Operating Budget Development
Operating Budget Details
Operating Budget Categories
Capital
Capital Budget Development
Capital Budget Details
Capital Budget Categories
Capital Plan Report
Budget OpenGov will provide 1, 60- Minute training sessions to enable Exports and Customer to own, manage and maintain their OpenGov Budget Data Reporting and Reports including:

Training Exports
Dataset views
IN
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Reports
Online Budget OpenGov will setup 3 OpenGov standard Online Budget Book templates Book chosen from examples defined above, including 1 completed story from Configuration 1 template
and Training Administrator training
Session o One 60- Minute session for training:

Using and Copying Templates
How Datasets and Reports work in Stories
How the Online Budget Book works with
Transparency Portal
Preparing for updating and ongoing use
OpenGov will provide working sessions for OpenGov to consult with Customer on Online Budget Book, scheduled as needed. ( Not to exceed more than 10 sessions unless agreed upon by openGov Project Manager and Customer.)
Customer administrators will set up additional project story shells and corresponding project users, and admins/ users will add content

8. 2.2. 4. Validation
Validation of The OpenGov Project Manager and Analyst will confirm with Configured Customer' s Project Lead that all budget proposals are configured Budgets properly based on the agreed upon format.
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8.3. Financial Integration

8. 3. 1. Financial Integration Deliverables
Financial OpenGov will work with Customer' s IT Staff and Project Team to setup a Integration one way data integration from Springbrook to OpenGov

8. 3. 2. Financial Integration Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the Financial Integrations with OpenGov.

8.3.2.1. Initiate
Functionality Description
Solution OpenGov will review the proposed solution with Customer Review • Functionalities to be Integrated
o Actuals ( Revenue and Expenses)
o Budget
Integration Approach
o Database Connect / Agent Install
o SFTP ( File Transfer)
OpenGov Assumes:

The data will be linked to the Customer's COA.
o Integration is unidirectional from the Customer' s
accounting software into OpenGov.

Data Files Customer will provide the data in the required format associated with SFTP] the functionalities
Data Files for Historical Years
Data Files for Current Year
Automate the file transfers into the OpenGov SFTP location Data Analysis OpenGov will perform the data analysis
To align with the required functionalities
To align with the COA
c
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8. 3. 2. 2. Configuration
Integration OpenGov will perform the following
Setup • Installation of Agent ( Database Integrations)
Database View Deployment ( Database Integrations)
SFTP Setup (SFTP Data Migrations)
Sample File Format ( SFTP Data Migrations)
OpenGov Assumes:

OpenGov will require assistance from Customer to
understand source system specific customizations and
configurations when building the data extract. When
OpenGov is not able to access or extract data as per
requirements, Customer should provide the data files in CSV format into OpenGov FTP Location.

When the source accounting software is hosted by a third party vendor on behalf of Customer, Customer is
responsible for brokering OpenGov' s access to
Customer' s data residing at the vendor' s premises in
accordance with OpenGov' s data formatting
requirements.

Configuration OpenGov will perform the Configuration to and Testing • Extract, Transform ( when required) and load the data Build Reports for the required functionalities
Initial validation of data

8.3.2.3. Validation
Data Validation I
OpenGov team to work with Customer to
Validate the historical data
Validate the current year data
OpenGov Assumes:
c Customer will provide data to validate against (PDF
Export). Data should be received prior to the start of the integration.
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o OpenGov will perform the validation for data accuracy for the Integration, workingjointly with Customer team to
approve the Financial Integration data.

8.3. Des

2. 4. Deploy
Deployment OpenGov will perform the Configuration to
and Wrap Up Schedule the current year data load
Train the administrators
Monitor the data load
Sign Off Customer will complete OpenGov- provided sign off document acknowledging
Accuracy of the data for historical years and current year associated with the functionalities
Accuracy Reports associated with the functionalities
Adequately trained on the Integration Functionalities

9. Acceptance

9.1. Acceptance Process
All Deliverables require acceptance from the Customer Project Manager( s) following the completion of Deliverables and upon Project Closure. Customer is responsible for conducting any additional review or testing of such Deliverable pursuant to any applicable mutually agreed upon acceptance criteria agreed upon by the parties for such Deliverable.

Upon completion of these phases, the OpenGov Project Manager shall notify the Customer Project Manager( s) and provide the necessary documents for review and sign off.

The following process will be used for accepting or acknowledging Deliverables and Project Closure:

OpenGov shall submit the completed Deliverables to Customer to review or test against the applicable acceptance criteria. Customer shall notify OpenGov promptly of its acceptance or rejection in accordance with the agreed upon acceptance criteria.
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Customer must accept all Deliverables that meet the applicable acceptance criteria.

OpenGov Project Manager will provide the Customer Project Manager with the OpenGov Acceptance form to sign off on the Deliverable and project. Once all Deliverables required to meet a particular phase have been accepted or are deemed accepted, the phase shall be deemed complete.

Upon completion of the phase or project, OpenGov allows Customer 10 business days to communicate that the particular Deliverable(s) does not meet Customer's requirements. Failure to communicate that the particular Deliverable(s) does not meet Customer' s requirements will be deemed as acceptance and any further work provided to remedy Customer' s complaint might incur additional cost.

Customer shall provide to OpenGov a written notice detailing the reasons for rejection and the nature of the failure to meet the acceptance criteria. OpenGov shall make best effort to revise the non -conforming Deliverable(s) to meet the acceptance criteria and re -submit it to Customer for further review and testing.

If the acceptance form is not received in accordance with Section 7 General Project Assumptions, the project phase and/ or project will be considered accepted and automatically closed.

9.2. Acceptance Requirements
All acceptance milestones and associated review periods will be tracked on the project plan.

The Customer Project Manager will have decision authority to approve/reject all project Deliverables, Phase Acceptance and Project Acceptance.

Any open issues shall receive a response in accordance with Section 7 General Assumptions of this SOW following the Validation Acceptance review, or as mutually agreed upon between the parties, for resolution prior to advancing on in the project.

Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the project.

For any tasks not yet complete, OpenGov and/ or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the project.

10. Change Management
This SOW and related efforts are based on the information provided and gathered by OpenGov. Customer acknowledges that changes to the scope may require additional effort or time, resulting in additional cost. Any change to scope must be agreed to in writing or 23 336

Q OPENGOV
email, by both Customer and OpenGov, and documented as such via a:

Change Order - Work that is added to or deleted from the original scope of this SOW.

Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include:

Timeline for completion
o Sign off process
o Cost of change and Invoice timing
Signed by OpenGov and Customer Executives approving funds.

Change documentation will be mutually agreed upon as defined in Section 7 General Assumptions of this SOW. Should that not occur, the change will be added to the next Executive Sponsor agenda for closure.

Example of changes that might arise during a deployment:

Amending the SOW to correct an error.

Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov.

Change in type of OpenGov resources to support the SOW. 24 337

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.8
June 28, 2023
Professional Services Agreement Second Amendment with Willdan Financial Services for Comprehensive Cost Allocation Plan and User Fee Study Services
Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the City Council:

1. Approve Professional Services Agreement Amendment with Willdan Financial Services for an additional term period of one year; and

2. Authorize the City Manager to execute all necessary documents.

Summary
The City Council approved an agreement with Willdan Financial Services in July 2021 for the city's comprehensive cost alloca+on plan and user fee study. The city last adopted user fees in 2013. Staff began working with Willdan in August 2021 on the cost alloca+on plan and completed the plan in November. Staff and Willdan began work on the user fee study in November 2021. At this +me, the bulk of the work is completed for the user fee study, however addi+onal +me is required to complete the study, including mee+ngs with stakeholders and presenta+ons to City Council. The current agreement expires on July 28, 2023. This is not adequate +me for staff and Willdan to complete the study, present findings, determine subsidies, and adopt new fee schedules.

The first amendment to the agreement was approved on July 27, 2022 and extended the term of the agreement for one addi+onal year. The second amendment to the agreement extends the term of 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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the agreement for an addi+onal 12 months and increases the total compensa+on by $3,000 for a total of $38,000.

Background
The city's current user fee schedules are based on a user fee study that was completed and adopted in 2013. A user fee is an amount charged for governmental service or ac+vity that is performed at the request of and specifically for the benefit of a par+cular individual, business, or group as opposed to a service provided for the community as a whole. The City last adopted user fees in the fall of 2013. The City retained MGT of America, Inc. to ini+ate a citywide review and assessment of all exis+ng fees related to the provision of city services. The purpose of the review was to determine the full cost of opera+ons for services provided at that +me, in 2013, with the intent of se>ng user fees based on actual expenditures. As a result, user fees were adopted by the Council based on 2013 service and expenditure levels. Since the adop+on of Resolu+on 13-26, the user fee rates for deposit based fees only were adjusted in July 2020. The update included a pass through of contractor rates and employee wages while staff worked to issue a request for proposal and contract for a new comprehensive user fee study. All other fees have not been assessed nor updated since 2013.

The cost alloca+on plan ensures that the City is u+lizing accurate and comprehensive overhead rates for the provision of city services in addi+on to recovering within the General Fun indirect costs from other funds. The City's current cost alloca+on plan was developed in 2016 by staff. In order to ensure accurate calcula+on of direct and indirect costs, the cost alloca+on plan should be prepared in accordance with the Federal Office of Management and Budget (OMB) standards. At this +me staff is unsure if the 2016 cost alloca+on plan meets the OMB requirements. The recently completed cost allocation plan meets the OMB standards.

The user fee study iden+fies labor costs for both in-house and contract services and assigns a fully burdened rate for both types of services. The 2013 user fee study did not provide for an annual rate inflator, as such current rates are reflec+ve of eight year old data. Addi+onally, when the study was completed in 2013 it and was based on the service model of limited in-house posi+ons and high contract services, whereas the City now has limited contract services and a more services provided in-house. The City has never adopted an official cost alloca+on plan model and the City's service model has significantly changed in the last eight years. As a result, the amount of work required from all City departments to create the new user fee schedules and collect +me data has taken considerably more time than originally anticipated.

The in progress update to the City's cost alloca+on and user fee schedules is in line with the Government Finance Officer's Associa+on (GFOA) best prac+ces for effec+ve and efficient service provision. The GFOA recommends all government agencies should calculate the full cost of services provided and allocate indirect costs. This cost alloca+on and user fee study project will ensure that the City maintains industry best prac+ces and charges fair rates with regard to financial planning and service provision.

Environmental
Government fiscal ac+vi+es and fee studies are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: 3 | Target #: 3 | Goal #: 6 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Ensure revenues align with expenditures
Fiscal Impact
The amendment to the professional services agreement amends the terms of the agreement and adds one addi+onal year to the agreement, as the project is consuming large amounts of staff +me, and an addi+onal $3,000 for con+ngency. The proposed General Fund budget for fiscal year 2023-24 includes adequate appropriations in account 100-210-6490 to close out this project and contract.

Prior City Council/Commission Action
This contract was originally approved by Council on July 28, 2021 with a one-year term and do not exceed amount of $35,000. The contract was extended for one additional year on July 27, 2022.

Attachment(s)
Attachment 1 - Second Amendment to Agreement with Willdan Financial Services Attachment 2 - First Amendment to Agreement with Willdan Financial Services Attachment 3 - Original Willdan Financial Services Agreement 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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A-2022- 072
First Amendment to Agreement
This First Amendment to Agreement (" First Amendment") is entered into this 27th day of July, 2022 by and between the City of Eastvale, a California general law city (" City"), and Willdan Financial Services, a California Corporation (" Contractor"), as follows:

RECITALS
A. City and Contractor entered in an agreement for user fee study services on or about July 28, 2021 (" Agreement") with a term limit of 12 months.

B. City and Contractor desire to amend the term limit and extend the term for 12 months, for a total term of 24 months.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:

1. AMENDMENT. Section 1, paragraph ( a) of the Agreement is amended to increase the total term of the agreement by one ( 1) year for a total term of two (2) years.

2. GENERAL PROVISIONS.
a. Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties. b. Integration. This First Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment. c. Effective Date. This First Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the City and Consultant. d. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment.
e. References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. 1-
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the A -regiment on the date and year first written above.

CITY OF EASTVALE:

Henry Garcia, Interlin City Manager
APPROVED AS TO FORM:

Erica L. Ve- a, City Attoriley
ATTEST.

K>
Marc Donohue, City Clerk
Willdan Financial Services
Gladys Medina
Vice President - Director
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

CITY OF EASTSAL E: rj
Garcia, 1, APPROVED AS City Manager Henry
TOFORM: Erica L
Vega, City Atto V ATT Marc
Donohue,
City Clerk iI
s Id an iin ancii ad Seriv ji vlady
Medina , President - i . Vice
Director1-
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AGREEMENT FOR SERVICES
Professional Cost Allocation Plan and User Fee Study Services This Agreement for Services (" Agreement") is entered into as of this 28th day of July, 2021 by and between the City of Eastvale, a municipal corporation (" City") and Willdan Financial Services, a California Corporation (" Contractor"). City and Contractor are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the " Parties."

RECITALS
A. City has sought, by Request for Proposals the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 " Termination of Agreement" of this Agreement, the Term of this Agreement is for one ( 1) year commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. a) Scope of Services. Contractor agrees to perform the services set forth in Exhibit " A" " Scope of Services" ( hereinafter, the " Services") and made a part of this Agreement by this reference.
b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit " A." Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its 1 -
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performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 " Administration and Implementation" or Section 28 " Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit " B" " Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed thirty- five thousand dollars ($ 35,000), unless additional compensation is approved in writing in accordance with Section 26 " Administration and Implementation" or Section 28 "Amendment" of this Agreement. b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection ( a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection ( c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty ( 30) days of receipt of Contractor' s correct and undisputed invoice. d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor' s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor' s work within sixty ( 60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor' s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 " Indemnification" and Section 17 2-
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Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor' s guarantees and warranties in Section 9 " Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR' S BOOKS AND RECORDS.
a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor' s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three ( 3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546. 7, if the total compensation in Section 4 exceeds ten thousand dollars 10, 000. 00), this Agreement and the Contractor' s books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three ( 3) years after final payment under the Agreement.

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b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement.
c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor' s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors - in -interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor' s officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor' s officers, employees, or agents are in any manner officials, officers, employees or agents of City. c) Neither Contractor , nor any of Contractor' s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City' s employees. Contractor expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Contractor' s work under this Agreement. Where 4-
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there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, " construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U. S. C. A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor' s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent 5-
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or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. c) City understands and acknowledges that Contractor will perform non - related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Contractor gives City notice of such court order or subpoena.
c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney' s fees, caused by or incurred as a result of Contractor' s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or sm
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State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor' s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (" Indemnified Parties") from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
d) City' s Negligence. The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not 7-
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release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit " C" " Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor' s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 " Termination of Agreement." City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor' s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor' s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
a) City may terminate this Agreement, with or without cause, at any time by giving thirty ( 30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. b) Contractor may terminate this Agreement for cause at any time upon thirty 30) days written notice of termination to City.
c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor's possession shall be returned to City.

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Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 " Termination of Agreement." Any failure on the part of the City to give notice of the Contractor' s default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

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To City: City of Eastvale
Attn: Finance Department: Amanda Wells, Finance
Director
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: Willdan Financial Services
Attn: Chris Fisher, Vice President
27368 Via Industria, Suite 200
Temecula, CA 92590
Notice shall be deemed effective on the date personally delivered or, if mailed, three ( 3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager' s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager' s contracting authority under the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City' s City Manager may, but is not required to, make minor amendments not affecting substantive terns without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City' s rights under this Agreement. All other amendments shall be approved by the City Council.
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SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney' s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits " A" through " C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision( s). 11 358
SECTION 34. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.

ATTEST:

Marc
W
Donohue
2 City Clerk

APPROVED AS TO FORM
VA lj—
1 "
Erica Vega
City Attorney

CITY OF EASTVALE
Brya J n
City nager

WILLDAN FINANCIAL SERVICES
adys Medina
Vice President - Director
NOTE: CONTRACTOR' S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
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CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT I CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of i \'\ Side )
On o Qo before me, Q
Date ` Here Insert Name and Title the officer
personally appeared lGt
Name( s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/their authorized capacity(ies), and that by his/ her/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

A& Oft WITNESS my hand and official seal.

REBEKAH SMITH
Notary Public - California Z
i Riverside County Z
Z ; °
Commission a 2261977 Signature LrUt
My Comm. Expires Nov 7, 2022 Signature of Notary Public Place Notary Seal Above

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Doc ment
Title or Type of Doc ment: e i ' ices
Document Date: Number of Pages:

Signer( s) Other Than med A ove: N
Capacity(ies) ClaMcka4') ed by Sig ( s)
Signer' s Name: n`' Signer' s ame:

QkCorporate Officer — Tit e(s): V C-e— 0 S i 2 Corporatt Officer — Title( s):

C Partner — C Limited General Partner — Limited General Individual Attorney in Fact Individual Attorney in Fact C Trustee Guardian or Conservator Trustee uardian or Conservator G Other: Other:

Signer Is Representing: S 1 Signer Is Representing:
e v cPS
2; z: v::: z- - _ - -:.= c.Q;, z• c;: z z,.:<,=: c. c::<; r-:;; ex, c;, u. c; z;:: Q 02016 National Notary Association - www. NationaiNotary. org - 1- 800- US NOTARY ( 1- 800- 876- 6827) Item # 5907 360

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR' S
BUSINESS ENTITY. CORPORATIONS AND LLCS MUST SUBMIT

DOCUMENTATION SHOWING THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS THE AUTHORITY TO EXECUTE THIS CONTRACT.
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EXHIBIT " A"

SCOPE OF SERVICES
I. Cost Allocation Plan:

Prepare a Cost Allocation Plan Model for the City, which may include the following elements. If the consultant fees additional tasks are warranted, those additional tasks must be clearly identified in the consultant' s proposal. a. Work with selected City staff to define the purpose, uses, and goals for the Plan, ensuring that development of the Plan will be both accurate and appropriate for the City's current needs. Review the project schedule and answer any questions regarding the development of the Plan. b. Work with the Finance department in developing service provisions, cost categories, and allocation criteria for current and future programs. c. The consultant shall identify the total cost of providing City services at the appropriate level and in a manner that is consistent with all applicable laws, statutes, rules, and regulations governing the collection of fees, rates, and charges by public entities including, but not limited to OMB 2 CFR Part 225 Standards.
d. Develop a Plan Model in Microsoft Excel for calculating the full costs of providing each City service. The requirements of the model shall allow for the following:
i. The addition or removal of direct and overhead costs so that the Plan can be developed from a simple plan to a progressively more inclusive plan, as the City continues to grow;
ii. The addition of hypothetical service area information for future service enhancements and the ability to calculate the estimated costs for providing the service under consideration;
iii. The ability to calculate a full burdened hourly rate of a position that includes salary, benefits, and applicable overhead;
iv. The ability to document changes in the City' s authorized personnel, including personnel additions, salary schedule changes, and step changes for current personnel;
v. The ability to include an option for an annual inflator based on benefit increases for personnel such as CalPERS, insurance premiums, cafeteria, and other payroll taxes;
vi. The ability to include an option for annual inflator based on contracted services rate increases;
vii. Provide training to staff in order to facilitate the annual update to fees.
e. The Consultant shall prepare a Draft Plan and participate in various presentations to select City staff and the City Council as deemed necessary by staff. Collect and document comments and concerns from staff and Council members and incorporate those comments as directed:
362
i. Costs shall be identified so they can be allocated to and tracked by the appropriate departments and divisions;
ii. The Draft Plan shall identify direct, indirect, and overhead costs at full cost and recommended cost;
iii. The Draft Plan shall include any other matters that are identified during the implementation of the Consultant' s work plan that the City should consider;
iv. The consultant shall prepare and deliver Draft Plan presentation( s) to the City Council in order to facilitate their understanding of the Plan and its implications for the City and the community and make necessary adjustments as requested.
f. The Consultant shall prepare a final Plan and provide the following:
i. Ten ( 10) bound paper copies;
ii. One ( 1) unbound copy;
iii. Digital file copy in PDF format;
iv. Digital Plan model in excel file that can be updated annually and utilized for quarterly cost allocation journals;
v. Deliver a Final Plan presentation( s) to the City Council in order to facilitate their understanding of the Fee Study and its implications for the City and the community and make necessary adjustments as requested.
g. Consult with City staff should it become necessary to defend the City' s user Fees as a result of any legal or other challenge.

II. Comprehensive User Fee Study:

Prepare a Fee Study for the City, which may include the following elements. If the consultant fees additional tasks are warranted, those additional tasks must be clearly identified in the consultant' s proposal.
a. The Consultant shall meet with City staff to refine the project scope, clarify and define the purpose, uses, and goals of the Fee Study in order to ensure that the Fee Study will be accurate and appropriate to the City' s needs. Review the project schedule and answer any questions regarding the development of the Fee Study.
b. The consultant shall conduct a comprehensive review of the City' s current fee structure with the goal of establishing a consistent and objectively based fee structure that meets the needs of the City and community. The review shall include:
i. Meetings or interviews with staff as needed to gain an understanding of the services the City provides and the City' s processes and operations:
ii. Review current fee schedules for all departments and services:
iii. Collect and document comments and concerns from staff and Council members and incorporate those comments as directed. c. The consultant shall identify the total cost of providing City services at the appropriate level and in a manner that is consistent with all applicable laws, statutes, rules, and regulations governing the collection of fees, 363
rates, and charges by public entities including, but not limited to Proposition 26 and 218.
i. The consultant shall utilize the Plan Model, when necessary, to calculate the costs of providing City services.
d. Compare the service costs with existing recovery levels: This should include any services areas where the City is currently charging for services in addition to areas that the City does not currently collect fees for services, considering the City and neighboring city practices. i. Identify and recommend changes to current fee structure, including deposit accounts;
ii. Identify and recommend potential new fees and charges for services that the City currently provides but does not have an established fee;
iii. Identify and recommend fees and charges based on the firm' s analysis and appropriate subsidy percentages for fees for which full cost recovery may be unrealistic;
iv. Recommendations should be based on practices by surrounding cities that charge for similar services, industry best practices, or the consultant' s professional opinion.
e. The consultant shall prepare a Draft Fee Study and participate in various presentations to select City staff and the City Council as deemed necessary by staff.
i. The Draft Fee Study shall include fee schedules separated by City division. For example, building safety, planning, public works, etc.; ii. The Draft Fee Study shall identify each fee at full cost, recommended cost, and current cost recovery levels. The report shall also identify the direct cost, indirect cost, and the overhead cost for each service;
iii. The Draft Fee Study shall identify the present fees, recommended fees, percentage of change, cost recovery percentage, revenue impact and fee comparison with other Riverside County cities, or other Southern California cities that are comparable to the City of Eastvale. A comparison survey of rates and fees of similar cities shall be included;
iv. The Draft Fee Study and subsequent fee schedules shall include an option for annual inflator based on the application of a generally accepted measure, such as the Consumer Price Index;
v. The Draft Fee Study shall include any other matters that are identified during the implementation of the Consultant' s work plan that the City should consider;
vi. The consultant shall prepare and deliver Draft Fee Study presentation( s) to the City Council in order to facilitate their understanding of the Fee Study and its implications for the City and the community and make necessary adjustments as requested. 364
f. The consultant shall prepare an excel based model in Microsoft Excel of the fee schedules in order to allow the City to adjust fees and charges as the City' s organizational structure and service model change:
i. The model shall allow for the Plan changes to be applied to the fee schedules;
ii. The model shall allow for the application of the annual inflator; iii. Provide training to staff in order to facilitate the annual update to fees.
g. The Consultant shall prepare a final Fee Study and provide the following:
i. Ten ( 10) bound paper copies;
ii. One ( 1) unbound copy;
iii. Digital file copy in PDF format;
iv. Digital User Fee Schedules model in excel file that can be updated annually;
v. Deliver a Final Fee Study presentation( s) to the City Council in order to facilitate their understanding of the Fee Study and its implications for the City and the community and make necessary adjustments as requested.
h. Consult with City staff should it become necessary to defend the City's user Fees as a result of any legal or other challenge.
365
EXHIBIT " B"

COMPENSATION
I. Cost Allocation Plan and User Fee Study Cost Breakdown:
a. Comprehensive Cost Allocation Plan
i. Not -to -exceed fixed fee of $9, 930
b. User Fee Study
i. Not -to -exceed fixed fee of $ 23, 910
II. Standard Billing Rates; Contractor shall use the following rates of pay in the performance of additional services:

Position Team Member Hourly Rate
Vice President — Director Chris Fisher 250
Managing Principal 240
Principal Consultant Bob Quaid 210
Senior Project Manager Tony Thrasher 185
Project Manager 165
Senior Project Analyst 135
Senior Analyst Priti Patel 125
Analyst II 110
Analyst 1 100
III. TOTAL COMPENSATION
The total compensation, including reimbursement for actual and reasonable expenses, shall not exceed thirty- five thousand dollars ($ 35, 000) RN #48404924- 8999 v1
B- 1
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EXHIBIT $ C"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A. M.

Best' s rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage ( Occurrence Form CG 0001). 2) Automobile. Insurance Services Office form number CA 0001 Ed. 1/ 87) covering Automobile Liability, including code 1 " any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. 3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. 4) Professional Liability. Professional liability insurance appropriate to the Contractor' s profession. This coverage may be written on a " claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three ( 3) consecutive years following the completion of Contractor' s services or the termination of this Agreement. During this additional three ( 3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
1) Commercial General Liability. $ 1, 000, 000 general aggregate for bodily injury, personal injury and property damage. 2) Automobile. $ 1, 000, 000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of C- 1
367
not less than $ 2, 000, 000 shall be considered equivalent to the said required minimum limits set forth above.
3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $ 1, 000, 000 per occurrence. 4) Professional Liability. $ 1, 000, 000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. 1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. 2) Contractor' s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor' s insurance. 3) Contractor' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.
4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation C- 2
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A p® CERTIFICATE OF LIABILITY INSURANCE 7E(MM0D YYYY)
07/ 13;2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Aon Risk Insurance Services West, Inc.

LOS Angeles CA Office

CONTACT
NAME:

PHONE FAX
AIC. No. Exq( 866) 283- 7122 :

A/ C. No. ( 800) 363- 0105
707 Wilshire Boulevard
suite 2600

E- MAIL
ADDRESS:

INSURER( S) AFFORDING COVERAGE NAIC If
Los Angeles CA 90017- 0460 USA
INSURED INSURER A: Travelers Property Cas Co of America 25674 Willdan Financial Services
27368 via Industria
INSURER B: Lexington Insurance Company 19437
Suite 200 INSURER C:

Temecula, CA 92590 USA
INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 570088443199 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/ YYYY IMM/ DD[ YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY 6307j366586TILZUEACH OCCURRENCE S1, 000, 000

CLAIMS - MADE X OCCUR

DAMAGETO
PREMISES IEa occurrence)
S1, 000, 000
X Employee Benefits MED EXP ( Any one person) S15 , 000 Liability X Contractual Liability Included PERSONAL & ADV INJURY S1, 000, 000 GEN' LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2, 000, 000

X POLICY
PRO
LOC JECT PRODUCTS - COMP' OP AGG S2, 000, 000
OTHER:

A
AUTOMOBILE LIABILITY 810- 7N676545- 20- 43- G 11/ 09/ 2020 11/ 09/ 2021 COMBINED SINGLE LIMIT Ea accident
S1, 000, 000
BODILY INJURY ( Per person) X ANY AUTO
BODILY INJURY ( Per accident) OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED AU - OS NON -OWNED PROPERTY DAMAGE
ONLY AUTOS ONLY IPer accident)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

AGGREGATE EXCESS LIAR CLAIMS -MADE

DEO RETENTION
A WORKERS COMPENSATION AND UBOL6636782043G 11/ 09/ 2020 11/ 09/ 2021 X PER STATUTE I OTHEMPLOYERS' LIABILITY ER
Y / N
ANY PROPRIETOR / PARTNER + EXECUTIVE E. L. EACH ACCIDENT S1, 000, 000 OFFICERIMEMBER EXCLUDED9
Mandatory in NH)
N / A
E. L. DISEASE -EA EMPLOYEE S1, 000, 000
If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT 1, 000, 000 B Archit&Eng Prof 028174912 11/ 09/ 2020 11/ 09/ 2021 Aggregate S2, 000, 000 Professional Per Claim S1, 000, 000
SIR applies per policy terns condi ions
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space is required) RE: Cost Allocation Plan and User Fee Study.

City of Eastvale, its City Council, officials, officers and employees are included as Additional Insured in accordance with the herein is policy provisions of the General Liability policy. General Liability policy evidenced Primary and Non - Contributory to other insurance available to an Additional Insured, but only in accordance with the policy' s provisions. A waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and workers' compensation policies.

CERTIFICATE HOLDER
City of Eastvale
Attn: Ms. Amanda wells
Finance Director
12363 Limonite Avenue, Suite 910
Eastvale CA 91752 USA

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
n ( : a e n lretarse e J>r ux % na
OO 1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD J
369
AGENCY CUSTOMER ID: 570000066770
LOC #:

AADDITIONAL
REMARKS SCHEDULE Page _ of _ AGENCY
Aon
Risk Insurance Services West, Inc. NAMED
INSURED willdan
Financial Services POLICY
NUMBER See
Certificate Number: 570088443199 CARRIER
See
Certificate Number: 570088443199 NAIC

CODE EFFECTIVE
DATE: ADDITIONAL

REMARKS ITHIS

ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance l INSURER( S) AFFORDING COVERAGE NAIC # INSURER

INSURER

INSURER

INSURER

ADDITIONAL
POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form [or policy limits. INSR
LTR
TYPE OF INSURANCE. ADDL
INSD
SCBR
11'
1' D POLICY

NCJIBER POLICY

EFFECTIVE
DATE
NINIA)
DA 1'1' 1' 1 POLICY

EXPIRATION
DATE
IN1NI/
DD/ YYYY1 LIMITS
OTHER
B
Env Contr Poll 028174912 Pollution
SIR
applies per policy to 11/
09/ 2020 ms &
conditions 11/
09/ 2021 Aggregate 2, 000, 000 Per
Claim 51, 000, 000 ACORD
101 (2008/ 01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD
370
Policy Number: 630- 7J366586- TIL- 20 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - WRITTEN

CONTRACTS ( ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II — WHO IS
AN INSURED:

Any person or organization that you agree in a
written contract requiring insurance" to include as
an additional insured on this Coverage Part, but:
a. Only with respect to liability for " bodily injury", property damage" or " personal injury"; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of " your work" to which the " written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.

The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by the
written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required
by that " written contract requiring insurance".

This endorsement shall not increase the limits
of insurance described in Section III — Limits
Of Insurance.
d. This insurance does not apply to the rendering of or failure to render any " professional services" or construction management errors
or omissions.
e. This insurance does not apply to " bodily injury" or " property damage" caused by " your work" and included in the " products -
completed operations hazard" unless the
written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such " bodily injury" or " property damage" that occurs before the end of the period of time for which the " written contract requiring insurance" requires you to provide such coverage or the end of the policy period,
whichever is earlier.

2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS:

The insurance provided to the additional insured
is excess over any valid and collectible " other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the " written contract requiring
insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and noncontributory basis, this insurance is primary to other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not
share with that " other insurance". But this insurance provided to the additional insured still is excess over any valid and collectible " other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional
insured when that person or organization is an
additional insured under any "other insurance".

3. The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS:

Duties Of An Additional Insured
As a condition of coverage provided to the additional insured:
a. The additional insured must give us written
notice as soon as practicable of an " occurrence" or an offense which may result in a claim. To the extent possible, such notice
should include:

CG D414 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2 371

COMMERCIAL GENERAL LIABILITY
i. How, when and where the " occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the " occurrence" or
offense.
b. If a claim is made or " suit" is brought against
the additional insured, the additional insured
must:

L Immediately record the specifics of the
claim or "suit" and the date received; and
ii. Notify us as soon as practicable.

The additional insured must see to it that we
receive written notice of the claim or " suit" as
soon as practicable.
c. The additional insured must immediately send
us copies of all legal papers received in connection with the claim or " suit", cooperate with us in the investigation or settlement of the
claim or defense against the " suit", and otherwise comply with all policy conditions. d. The additional insured must tender the defense and indemnity of any claim or " suit" to any provider of other insurance which would
cover the additional insured for a loss we
cover. However, this condition does not affect
whether this insurance provided to the additional insured is primary to that other insurance available to the additional insured which covers that person or organization as a
named insured.

4. The following is added to the DEFINITIONS Section:

Written contract requiring insurance" means that
part of any written contract or agreement under
which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the " bodily injury" and property damage" occurs and the " personal injury" is caused by an offense committed:
a. After the signing and execution of the contract
or agreement by you;
b. While that part of the contract or agreement is
in effect; and
c. Before the end of the policy period.

372
POLICY NUMBER: 630- 7J366586- TIL- 20 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS

AND SURVEYORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Non -Owned Watercraft — 75 Feet Long Or Less
B. Who Is An Insured — Unnamed Subsidiaries
C. Who Is An Insured — Retired Partners, Members,
Directors And Employees
D. Who Is An Insured — Employees And Volunteer
Workers — Bodily Injury To Co -Employees, Co -
Volunteer Workers And Retired Partners,
Members, Directors And Employees
H. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Premises
I. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations
J. Incidental Medical Malpractice
K. Medical Payments — Increased Limit
E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability
F. Blanket Additional Insured — Controlling Interest M. Blanket Waiver Of Subrogation — When Required G. Blanket Additional Insured — Mortgagees. By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability — Railroads

PROVISIONS
A. NON -OWNED WATERCRAFT — 75 FEET

LONG OR LESS

1. The following replaces Paragraph ( 2) of
Exclusion g., Aircraft, Auto Or Watercraft,
in Paragraph 2. of SECTION I —
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:
2) A watercraft you do not own that is:
a) 75 feet long or less; and
b) Not being used to carry any person
or property for a charge;

2. The following replaces Paragraph 2. e. of
SECTION II — WHO IS AN INSURED:
e. Any person or organization that, with
your express or implied consent, either
uses or is responsible for the use of a
watercraft that you do not own that is:
1) 75 feet long or less; and
2) Not being used to carry any person
or property for a charge;
B. WHO IS AN INSURED — UNNAMED

SUBSIDIARIES
The following is added to SECTION II — WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Declarations is a Named Insured
if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy
period; and
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COMMERCIAL GENERAL LIABILITY
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for " bodily
injury" or " property damage" that occurred, or
personal and advertising injury" caused by an
offense committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II — Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company; or
c. A trust;
as indicated in its name or the documents that
govern its structure.

C. WHO IS AN INSURED — RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2. of
SECTION II — WHO IS AN INSURED:

Any person who is your retired partner, member,
director or "employee" that is performing services
for you under your direct supervision, but only for
acts within the scope of their employment by you
or while performing duties related to the conduct
of your business. However, no such retired
partner, member, director or " employee" is an
insured for:
1) " Bodily injury":
a) To you, to your current partners or
members ( if you are a partnership or
joint venture), to your current members
if you are a limited liability company) or
to your current directors;
b) To the spouse, child, parent, brother or
sister of that current partner, member or
director as a consequence of Paragraph
1)( a) above;
c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph ( 1)( a)
or (b) above; or
d) Arising out of his or her providing or
failing to provide professional health care
services.

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs ( 1)( a), ( b), ( c) and ( d)
above do not apply to " bodily injury" arising
out of providing or failing to provide first aid
or "Good Samaritan services" by any of your
retired partners, members, directors or
employees", other than a doctor. Any such
retired partners, members, directors or
employees" providing or failing to provide
first aid or " Good Samaritan services" during
their work hours for you will be deemed to be
acting within the scope of their employment
by you or performing duties related to the
conduct of your business.
2) " Personal injury":
a) To you, to your current or retired
partners or members ( if you are a
partnership or joint venture), to your
current or retired members ( if you are a
limited liability company), to your other
current or retired directors or
employees" while in the course of his or
her employment or performing duties
related to the conduct of your business,
or to your other " volunteer workers"
while performing duties related to the
conduct of your business;
b) To the spouse, child, parent, brother or
sister of that current or retired partner,
member, director, " employee" or
volunteer worker' as a consequence of
Paragraph ( 2)( a) above;
c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph ( 2)( a)
or (b) above; or
d) Arising out of his or her providing or
failing to provide professional health care
services.
3) " Property damage" to property:
a) Owned, occupied or used by; or
b) Rented to, in the care, custody or control
of, or over which physical control is
being exercised for any purpose by;
you, any of your retired partners, members
or directors, your current or retired
employees" or " volunteer workers", any
current partner or member ( if you are a
partnership or joint venture), or any current
member ( if you are a limited liability
company) or current director.

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 374
D. WHO IS AN INSURED — EMPLOYEES AND
VOLUNTEER WORKERS — BODILY INJURY

TO CO -EMPLOYEES, CO -VOLUNTEER

WORKERS AND RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2. a.( 1) of
SECTION II — WHO IS AN INSURED:

Paragraphs ( 1)( a), ( b) and ( c) above do not
apply to " bodily injury" to a current or retired co -
employee" while in the course of the co -
employee' s" employment by you or performing
duties related to the conduct of your business, or
to " bodily injury" to your other " volunteer
workers" or retired partners, members or
directors while performing duties related to the
conduct of your business.

E. WHO IS AN INSURED — NEWLY ACQUIRED

OR FORMED LIMITED LIABILITY COMPANIES
The following replaces Paragraph 3. of
SECTION II — WHO IS AN INSURED:

3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner or in which
you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if
there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is
afforded only:
1) Until the 180th day after you acquire
or form the organization or the end
of the policy period, whichever is
earlier, if you do not report such
organization in writing to us within
180 days after you acquire or form it;
or
2) Until the end of the policy period,
when that date is later than 180 days
after you acquire or form such
organization, if you report such
organization in writing to us within
180 days after you acquire or form it;
b. Coverage A does not apply to " bodily
injury" or " property damage" that
occurred before you acquired or formed
the organization; and
c. Coverage B does not apply to " personal
and advertising injury" arising out of an
offense committed before you acquired
or formed the organization.

For the purposes of Paragraph 1. of Section
II — Who Is An Insured, each such

COMMERCIAL GENERAL LIABILITY
organization will be deemed to be
designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.

F. BLANKET ADDITIONAL INSURED —

CONTROLLING INTEREST

1. The following is added to SECTION II —
WHO IS AN INSURED:

Any person or organization that has financial
control of you is an insured with respect to
liability for " bodily injury", " property damage"
or " personal and advertising injury" that
arises out of:
a. Such financial control; or
b. Such person' s or organization' s
ownership, maintenance or use of
premises leased to or occupied by you.

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.

2. The following is added to Paragraph 4. of
SECTION II — WHO IS AN INSURED:

This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.

G. BLANKET ADDITIONAL INSURED —

MORTGAGEES, ASSIGNEES, SUCCESSORS

OR RECEIVERS
The following is added to SECTION II — WHO IS
AN INSURED:

Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
have agreed in a written contract or agreement
to include as an additional insured on this
Coverage Part is an insured, but only with
respect to its liability as mortgagee, assignee,
successor or receiver for " bodily injury", " property
damage" or " personal and advertising injury"
that:
a. Is " bodily injury" or " property damage" that
occurs, or is " personal and advertising injury"
caused by an offense that is committed,
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COMMERCIAL GENERAL LIABILITY
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of the premises for which that
mortgagee, assignee, successor or receiver
is required under that contract or agreement
to be included as an additional insured on
this Coverage Part.

The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
will be the minimum limits that you agreed to
provide in the written contract or agreement,
or the limits shown in the Declarations,
whichever are less.
b. The insurance provided to such person or
organization does not apply to:
1) Any " bodily injury" or " property damage"
that occurs, or any " personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
2) Any " bodily injury", " property damage" or
personal and advertising injury" arising
out of any structural alterations, new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver.

H. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION II — WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance, law,
building code or written contract or agreement to
include as an additional insured on this
Coverage Part is an insured, but only with
respect to liability for " bodily injury", " property
damage" or " personal and advertising injury"
arising out of the existence, ownership, use,
maintenance, repair, construction, erection or
removal of any of the following for which that
governmental entity has issued such permit or
authorization: advertising signs, awnings,
canopies, cellar entrances, coal holes,
driveways, manholes, marquees, hoist away
openings, sidewalk vaults, elevators, street
banners or decorations.

I. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS

OR AUTHORIZATIONS RELATING TO

OPERATIONS
The following is added to SECTION II — WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for
bodily injury", " property damage" or " personal
and advertising injury" arising out of such
operations.

The insurance provided to such governmental
entity does not apply to:
a. Any " bodily injury", " property damage" or
personal and advertising injury" arising out
of operations performed for the
governmental entity; or
b. Any " bodily injury" or " property damage"
included in the " products -completed
operations hazard".

J. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of " occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in
providing or failing to provide " incidental
medical services", first aid or " Good
Samaritan services" to a person, unless
you are in the business or occupation of
providing professional health care
services.

2. The following replaces the last paragraph of
Paragraph 2. a.( 1) of SECTION II — WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs ( 1)( a), ( b), ( c) and ( d)
above do not apply to " bodily injury" arising
out of providing or failing to provide:
a) " Incidental medical services" by any of
your " employees" who is a nurse,
nurse assistant, emergency medical
technician, paramedic, athletic trainer,
audiologist, dietician, nutritionist,

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 376
occupational therapist or occupational
therapy assistant, physical therapist or
speech -language pathologist; or
b) First aid or " Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or " Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III — LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide " incidental medical
services", first aid or " Good Samaritan
services" to any one person will be deemed
to be one " occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I —
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
Bodily injury" or " property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:

Incidental medical services" means:
a. Medical, surgical, dental, laboratory, xray or nursing service or treatment, advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

COMMERCIAL GENERAL LIABILITY
that is available to any of your " employees"
for " bodily injury" that arises out of providing
or failing to provide " incidental medical
services" to any person to the extent not
subject to Paragraph 2. a.( 1) of Section II —
Who Is An Insured.

K. MEDICAL PAYMENTS — INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION III — LIMITS OF INSURANCE:

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of " bodily injury" sustained by any
one person, and will be the higher of:
a. $ 10, 000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT OF EXCESS INSURANCE
CONDITION — PROFESSIONAL LIABILITY
The following is added to Paragraph 4. b.,
Excess Insurance, of SECTION IV —

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION —

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured' s right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:

6. The following is added to Paragraph 4. b., a. " Bodily injury" or " property damage" that Excess Insurance, of SECTION IV —
occurs; or

COMMERCIAL GENERAL LIABILITY
CONDITIONS: b. " Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement.

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COMMERCIAL GENERAL LIABILITY
N. CONTRACTUAL LIABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of " insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

2. Paragraph f.(1) of the definition of " insured
contract" in the DEFINITIONS Section is
deleted.

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 378

TRAVELERS WORKERS COMPENSATION
AND

ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTFORD CT 06183
ENDORSEMENT WC 00 03 13 ( 00) - 002
POLICY NUMBER: UB- OL663678- 20- 43- G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

DESIGNATED ORGANIZATION:

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

DATE OF ISSUE: ST ASSIGN: PAGE 1 OF 1
379

AI WORKERS COMPENSATION

TRAVELERS J AND

ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTFORD CT 06183
ENDORSEMENT WC 99 03 76 ( A) - 002
POLICY NUMBER: UB- OL663678- 20- 43- G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT- CALIFORNIA

BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

The additional premium for this endorsement shall be 2. 00 % of the California workers' compensation premium.

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective
Insured
Insurance Company
Policy No.

Countersigned by
Endorsement No.

Premium
DATE OF ISSUE: ST ASSIGN: Page 1 of 1
380
Policy Number: 810- 7N676545- 20- 43- G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A. 1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A. 1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the " bodily injury" or
property damage" occurs and that is in effect
during the policy period, to be named as an additional insured is an " insured" for Covered Autos Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an " insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE:

An " employee" of yours is an " insured" while
operating an " auto" hired or rented under a
contract or agreement in an " employee' s"
name, with your permission, while performing
duties related to the conduct of your business.

2. The following replaces Paragraph b. in B. 5.,
Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered " autos" you own:
1) Any covered " auto" you lease, hire,
rent or borrow; and
2) Any covered " auto" hired or rented by
your " employee" under a contract in
an " employee' s" name, with your
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COMMERCIAL AUTO
permission, while performing duties
related to the conduct of your business.

However, any " auto" that is leased, hired,
rented or borrowed with a driver is not a
covered " auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any " employee" of yours is an " insured" while using a covered " auto" you don' t own, hire or borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

1. The following replaces Paragraph A. 2. a.( 2),
of SECTION II — COVERED AUTOS LIABILITY COVERAGE:
2) Up to $ 3, 000 for cost of bail bonds ( including bonds for related traffic law violations) required because of an " accident" we cover. We do not have to furnish
these bonds.

2. The following replaces Paragraph A.2. a.( 4),
of SECTION II — COVERED AUTOS LIABILITY COVERAGE:
a) With respect to any claim made or " suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
i) You must arrange to defend the " insured" against, and investigate or settle any such claim or " suit" and keep us advised of all proceedings and actions.
ii) Neither you nor any other involved
insured" will make any settlement
without our consent.
iii) We may, at our discretion, participate
in defending the " insured" against, or
in the settlement of, any claim or
suit".
iv) We will reimburse the " insured" for
sums that the " insured" legally must
pay as damages because of " bodily
injury" or " property damage" to which
this insurance applies, that the " insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE.
4) All reasonable expenses incurred by the v) We will reimburse the " insured" for insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $ 500 a day be- with our consent for your investigacause of time off from work. tion of such claims and your defense of the " insured" against any such
F. HIRED AUTO — LIMITED WORLDWIDE COV- suit", but only up to and included ERAGE —INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph ( 5) in Para- graph C., Limits Of Insurance, of graph B. 7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to
5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and prosettlements or defense expenses. hibits the transaction of business with or b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the " insured" whether primary, excess, auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less c) This insurance is not a substitute for re - and that is not an " auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your " employees", country outside the United States, its ter - partners ( if you are a partnership), members ritories and possessions, Puerto Rico and if you are a limited liability company) or Canada.
members of their households.

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 382
You agree to maintain all required or
compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory insurance requirements. d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories
and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE:

No deductible for a covered " auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Paragraph A.4. b., Loss Of Use Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $ 65 per day, to a maximum of
750 for any one " accident".

I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Paragraph A. 4. a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE:

We will pay up to $ 50 per day to a maximum of
1, 500 for temporary transportation expense incurred by you because of the total theft of a covered " auto" of the private passenger type.

J. PERSONAL PROPERTY

COMMERCIAL AUTO
2) In or on your covered " auto".

This coverage applies only in the event of a total
theft of your covered " auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B. 3., Exclusions, of SECTION III — PHYSICAL DAMAGE COVERAGE:

Exclusion 3. a. does not apply to " loss" to one or
more airbags in a covered " auto" you own that inflate due to a cause other than a cause of " loss" set forth in Paragraphs A. 1. b. and A. 1. c., but
only:
a. If that " auto" is a covered " auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated.

We will pay up to a maximum of $ 1, 000 for any
one " loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A. 2. a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representative prompt notice of the " accident" or " loss" applies only when the " accident" or " loss" is known to:
a) You ( if you are an individual);
b) A partner (if you are a partnership);
c) A member ( if you are a limited liability company); d) An executive officer, director or insurance
manager (if you are a corporation or other organization); or e) Any "employee" authorized by you to give notice of the " accident" or " loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A. 5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDITIONS:

The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us
DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex - We will a u to $ 400 for " loss" to wearing a -
tent required of you by a written contract
pay p g P signed and executed prior to any " accident"
parel and other personal property which is: or " loss", provided that the " accident" or " loss" 1) Owned by an " insured"; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 383

COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. HowN. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col - The following is added to Paragraph B. 2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal.

SECTION IV — BUSINESS AUTO CONDITIONS:

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 384

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.9
June 28, 2023
Professional Services Agreement Amendment with Renne Public Law Group, LLP-DBA Renne Public Policy Group (RPPG) for for State Lobbyist Services
Prepared By:

Stephanie Vasquez, Assistant to the City Manager
Recommended Action(s)
Staff recommends that the City Council: Approve Professional Services Agreement Amendment with Renne Public Law Group, LLP-DBA Renne Public Policy Group (RPPG) for an addi*onal two years; and Authorize the City Manager to execute all necessary documents.

Summary
City Council approved a contract with Renne Public Law Group, LLP-DBA Renne Public Policy Group (RPPG), for State of California lobbyist services on March 24, 2021. The agreement was extended through the end of the current fiscal year, June 2023, and the city con*nued using RPPG's legisla*ve lobbying services. Staff is reques*ng an amendment with Renne Public Law Group, LLP-DBA Renne Public Policy Group (RPPG) for an additional two years.

Background
In March 2021 the City Council approved a service agreement for a new state lobbyist. RPPG was selected to serve in that capacity to further the City’s legisla*ve, budgetary, and administra*ve objec*ves within the State Legislature, Office of the Governor, and Execu*ve Branch Agencies. A state lobbyist helps to monitor state proposals, legisla*on, administra*ve regula*ons, and other developments of municipal interest, advising the City when policy or program objec*ves may be affected. The agreement was for two years with a total contract amount of $132,000 with an extension through fiscal year 2022-2023. Staff would like to extend the agreement by an addi*onal 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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two years.

Staff recommends that an Amendment to the Professional Service Agreement be approved with RPPG for state lobbying services for an addi*onal two years. RPPG is a newer firm, but as a newer firm, the City is considered one of its anchor clients. This means that the City’s priori*es will not come into conflict with opposing views of other clients represented by the firm. In some cases where a lobbying firm represents a large number of clients, there is a chance that the values of represented communi*es can conflict with each other. This can create conflicts for the lobbying firm as it finds a need to advocate for and against itself at the state level. Working with a newer firm that views the City as one of its anchor clients creates a solid founda*on for the city’s advocacy efforts to succeed at the state level. While the firm itself is newer, the staff at RPPG have considerable experience in advoca*ng at the state level for municipal government needs. They not only understand how to connect with the state, but they also have a keen understanding of the unique needs of cities.

If approved by the City Council, RPPG will con*nue to assist the City by monitoring and repor*ng on state legisla*on, assist with annually upda*ng the City’s legisla*ve plaForm, advocate for the City within Sacramento on issues of interest to Eastvale, engage key officials and stakeholders in support of the City’s legisla*ve goals, assist and facilitate any advocacy mee*ngs and City Council trips with State officials, present updates before the City Council as needed, and conduct an educa*on tour at the Capital to drive awareness of the issues that matter to the City of Eastvale.

Environmental
State lobbying services are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: N/A | Target #: N/A | Goal #: N/A Not applicable.

Fiscal Impact
The amendment to the professional services agreement amends the term of the agreement for an addi*onal two fiscal years. The contract amount has not changed. Adequate General Fund budget totaling $66,000 for the new fiscal year is included in the proposed 2023-24 fiscal year budget under account 100-200-6490.

Prior City Council/Commission Action
This contract was originally approved by Council on March 24, 2021 with an annual amount not to exceed $66,000 for state lobbyist services with an extension to June 31, 2023.

Attachment(s)
Attachment 1 - Second Amendment to Agreement with RPPG.docx Attachment 2 - Final Agreement - Renne Public Law Group, LLP 032421.pdf Attachment 3 - First Amendment Amendment Agreement 02.09.23.pdf 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Second Amendment to Agreement
This Second Amendment to Agreement (“Second Amendment”) is entered into this 28th day of June, 2023 by and between the City of Eastvale, a California general law city (“City”), and Renne Public Law Group, LLP [DBA Renne Public Policy Group (RPPG)], a Limited Liability Partnership (“Contractor”), as follows:

RECITALS
A. City and Contractor entered in an agreement for lobbyist services on or about March 24, 2021 (“Agreement”) with a term limit of 24 months.

B. City and Contractor amend the term limit and extend the term for 3 months, for a total term of 27 months, so the end of the term would generally coincide with the end of the fiscal year.

C. City and Contractor desire to amend the term limit and extend the term for approximately 2 more years to expire on June 30, 2025.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:

1. AMENDMENT. Section 1, paragraph (a) of the Agreement is amended to extend the term of the Agreement to June 30, 2025.

2. GENERAL PROVISIONS.
a. Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties.
b. Integration. This Second Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment.
c. Effective Date. This Second Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the City and Consultant.
d. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 387
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e. References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Second Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above.

CITY OF EASTVALE:
_______________________________
Mark Orme, City Manager
APPROVED AS TO FORM:
____________________________
Erica L. Vega, City Attorney
ATTEST:
____________________________
Marc Donohue, City Clerk
Renne Public Law Group, LLP. DBA Renne
Public Policy Group (RPPG)
________________________________
Jonathan V. Holtzman
Managing Partner
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AGREEMENT FOR SERVICES
Between
The City of Eastvale, California
And
Renne Public Law Group, LLP [DBA Renne Public Policy Group (RPPG)] This Agreement for Services ("Agreement") Is entered into as of this 24th day of March, 2021 by and between the City of Eastvale, a municipal corporation ("City") and Renne Public Law Group, LLP [DBA Renne Public Policy Group (RPPG)], a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City has sought, by request for qualifications the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for 2 years commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Contractor agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services. -1 -
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AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.10
June 28, 2023
Professional Services Agreement with Interwest Consulting Group Prepared By:

Jimmy Chung, Interim Public Works Director/City Engineer Recommended Action(s)
Staff recommends that the City Council:

1. Approve the professional services agreement between the City and Interwest Consul&ng Group for an annual amount not to exceed three hundred thousand dollars ($300,000); and

2. Authorize the City Manager to execute the agreement.

Summary
The Public Works Department is commi3ed to the maintenance and opera&on of the City of Eastvale’s infrastructure. This includes ensuring the safety and quality of: streets, sidewalks, traffic signals, street lights, traffic signs, and storm drain inlets. Through ini&a&ves such as the Capital Improvement Program, we ac&vely improve the City’s infrastructure. Our mission is to keep the ameni&es that make Eastvale a premiere loca&on to live and raise a family and the ensure that the needs of Eastvale residents are met and exceeded every single day.

The Engineering Division is responsible for the design and construc&on of private development and capital/public projects. The division collects development fees, processes permits, and provides inspec&ons for a variety of construc&on and non-construc&on ac&vi&es within the public right-ofway. The services we provide ensure compliance with City Codes and design standards. Public Works Inspec&on provides a broad spectrum of services related to Public Works ac&vi&es. These services include the inspec&on of all improvements above ground and underground for private development and Capital Improvement Projects, traffic engineering, land surveying plan check, and 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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National Pollutant Discharge Elimination System (NPDES) inspections.

Staff requests approval of the professional services agreement with Interwest Consul&ng Group (A3achment 1) for the contract term of three years and two one-year extensions to be administered administratively.

Background
On June 27, 2018 the City Council entered into an agreement with Interwest Consul&ng Group for comprehensive professional services for a one year term with the ability to renew up to four &mes for a one year term administra&vely. (A3achment 6 - Interwest Consul&ng Group Agreement) On June 23, 2021, the city executed the fourth and final amendment to renewed the agreement for one year, (Attachment 2) and this contract term is expiring on June 30, 2023.

While most of it professional services that has been provided by Interwest has been replaced with in-house staff, few niche services are s&ll provided by Interwest, such as NPDES inspec&ons, land surveying plan checks, and some traffic safety items. As part of this new agreement, staff proposes a term of three years plus two additional extensions to be approved administratively.

The City has no obliga&on to request any services under this agreement. Actual work performed will be determined and approved by the City Manager or his/her designee.

Environmental
The proposed contract is not a project as defined by the California environmental Quality Act (CEQA) and as such, no environmental review is required.

Strategic Plan Action - Priority Level: 3 | Target #: 3 | Goal #: 10 Conduct financial planning for newly proposed infrastructure.

Fiscal Impact
Total fiscal impact is $1,500,000, as the agreement includes an annual not to exceed amount of $300,000. However, this is for the life of the agreement and is limited by the budget appropria&ons approved by City Council, indicated in the table below.

Since Fiscal Year 2020-2021, following positions were brought "in-house".

City Engineer
Senior Engineer
Associate Engineer
Assistant Engineer
Engineering Tech
Public Works Superintendent
Maintenance and Operation Manager
The remaining contract services will be in Traffic Engineering, Public Works Plan Check and Inspections, and other Public Works related tasks.
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General fund budget is available in fiscal year 2023-24 the following accounts:

Account Department
Account
Description
Budget
100-320-
6433
Engineering
Private
Development
1,047,000
100-320-
6490
Engineering
Engineering
Services
419,500
The agreement is based on a hourly fee schedule (A3achment 7 - Fee Schedule) up to the budget amount as tabulated above.

Prior City Council/Commission Action
On June 27, 2018 the City Council entered into an agreement with Interwest Consul&ng Group for comprehensive professional services for a one year term with the ability to renew up to four &mes for a one year term administra&vely. (A3achment 6 - Interwest Consul&ng Group Agreement)
On June 26, 2019 , the City executed an amendment to the agreement and renewed the agreement for one year. (Attachment 5 - 1st Amendment to Interwest Contract) On June 24, 2020 , the City executed the second amendment to the agreement and renewed the agreement for one year. (Attachment 4 - 2nd Amendment to Interwest Contract) On May 12, 2021 , the City executed the third amendment to augment the agreement amount due to increased services provided from increased permit ac&vity related to Covid-19. (Attachment 3 - 3rd Amendment to Interwest Contract)
On June 23, 2021, the city executed the fourth amendment to the agreement and renewed the agreement for one year. (Attachment 2)
Attachment(s)
Attachment 1 - Professional Service Agreement with Interwest 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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AGREEMENT FOR SERVICES

BETWEEN THE CITY OF EASTCALE, CALIFORNIA AND INTERWEST

CONSULTING GROUP
This Agreement for Services (“Agreement”) is entered into as of this 28th day of June, 2023 by and between the City of Eastvale, a municipal corporation (“City”) and Interwest Consulting Group Incorporated, a Colorado corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by direct negotiation the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is three (3) years commencing on July 1, 2023.

The Term may be executed by mutual written consent of the Parties two (2) times for one (1) year each time.

SECTION 2. SCOPE OF SERVICES.

Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
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SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, during any fiscal year shall not exceed three hundred thousand dollars ($300,000.00), unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement.
(b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or 415
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discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed 416
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upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Section 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. 417
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SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor 418
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agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform nonrelated services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor’s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a 419
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Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
(c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence. The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
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SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor’s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” 421
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of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Eastvale
Attn: Community Development Director
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
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To Contractor: Interwest Consulting Group
Attn: Shelby Sieracki
9300 West Stockton Blvd., Suite 105
Elk Grove, CA 95758
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a 423
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waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 34. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]
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CITY OF EASTVALE
___________________________
Mark Orme
City Manager
ATTEST:
___________________________
Marc Donohue
City Clerk

APPROVED AS TO FORM
_______________________________
Erica Vega
City Attorney

INTERWEST CONSULTING GROUP
[name]
[title]
425
A-1
EXHIBIT "A"

SCOPE OF SERVICES
426
A-2
427
A-3
428
EXHIBIT "B"

COMPENSATION
429
430
EXHIBIT "C"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
(1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of 431
not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above.
(3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance. (3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation 432
against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
433

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.11
June 28, 2023
Approval of Contract with Gray Quarter Inc. for So-ware Support Services
Prepared By:

Johnny Terfehr, Community Safety Director
Recommended Action(s)
Staff recommends that the City Council:

1. Approve a three year agreement with Gray Quarter, Inc. to provide so#ware support services; and

2. Authorize the City Manager to execute all necessary documents, including necessary additional subscription agreements (subject to City Attorney review).

Summary
The Community Safety Department u-lizes Gray Quarter, Inc. to provide so#ware support and administra-on of the Accela Civic Pla/orm. Accela Civic Pla/orm provides cloud-based solu-ons for permi1ng. The use of Accela Civic Pla/orm has allowed City staff to be more efficient and provide additional services to the community.

The proposed contract is expected to commence on July 1, 2023 for a total not-to-exceed amount of $200,000 per year with a term of three years and the op-on of two, one year renewals. Contract services will include so#ware support, maintenance services, improvements, enhancements, and the comple-on of a developer deposits tracking system. Addi-onal separate will be entered into for subscrip-on features (so#ware as a service) to provide enhanced func-onality within the permi1ng portal.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
434
Background
On January 7, 2020, the City entered into an agreement with Gray Quarter, Inc. to provide so#ware support and administra-on of Accela Civic Pla/orm for a total amount of $12,395. During fiscal years 2021/2022 and 2022/2023, City Council approved three amendments to the ini-al contract increasing the total not-to-exceed amount to $124,205. The current agreement is expected to expire on January 7, 2024. If approved by City Council, this new agreement will supersede the exis-ng agreement starting July 1, 2023.

Gray Quarter Inc. services included, but were not limited to, new user configura-on, scrip-ng assistance, issue resolu-on, and training. Through the partnership with Gray Quarter Inc., the City was able to transi-on to digital applica-on and plan review for all building permit types. Residents and builders can now apply online, have plans reviewed online, pay fees online, obtain a permit, and request inspections all without the need to visit City Hall.

The proposed agreement will assist the City in con-nuing to streamline services for the community.

Services provided by Gray Quarter Inc. will include so#ware support and administra-on of the Accela Civic Pla/orm, in addi-on to the development of a improved website interface and design, and a Laserfiche integra-on. In addi-on, Gray Quarter will provide so#ware wizards, an inspec-on scheduler, and an inspec-on manager (subscrip-on based so#ware as a service features to enhance ease of use and functionality for residents, builders, and developers using the City permitting portal).

Environmental
Not applicable.

Strategic Plan Action - Priority Level: N/A | Target #: F | Goal #: H Approving contract with Gray Quarter, Inc. supports the goals of inves-ng internally in so#ware and technology improvements to enhance customer service (Target F, Goal H) and iden-fying and recommending the tools necessary for optimal employee performance (Target G, Goal C).

Fiscal Impact
The total fiscal impact over the next three fiscal years is $200,000 per year. If the two op-on years are exercised, there will be addi-onal fiscal impact of $200,000 for each year. Addi-onal fiscal impact will be incurred if the City Manager executes one or more So#ware As A Service (SAAS) agreements; the cost of such agreements is unknown at this -me. The fiscal year 2023-24 budget includes adequate appropria-ons for the Gray Quarter Inc. contract in the General Fund, Community Safety other contract services account 100-311-6490.

Prior City Council/Commission Action
On January 7, 2020, the City entered into an agreement with Gray Quarter, Inc. for a total amount of $12,395.00.

On July 27, 2022, City Council approved a first amendment to the contract, increasing the not-toexceed fee to $49,810.

On August 24, 2022, City Council approved a second amendment to the contract, increasing the notto-exceed fee to $99,205. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
435
On December 14, 2022, City Council approved a third amendment to the contract, increasing the not-to-exceed fee to $124,205.

Attachment(s)
Attachment 1 - Gray Quarter Contract
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
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AGREEMENT FOR SERVICES
[Software Support and Administration]
This Agreement for Services (“Agreement”) is entered into as of this 28th day of June, 2023 by and between the City of Eastvale, a municipal corporation (“City”) and Gray Quarter, Inc, a California corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by direct negotiation the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

D. The Parties previously entered into an agreement dated January 7, 2020 and further desire for this Agreement to supersede the prior agreement as of the Effective Date.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for (3) three years commencing on July 1, 2023. The Term may be extended by mutual written consent of the Parties up to two times, for one year each time.

SECTION 2. SCOPE OF SERVICES.

Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless 437
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such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed two hundred thousand dollars ($200,000) per fiscal year, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
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SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
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(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Section 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition 440
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to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
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(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform nonrelated services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor’s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent 442
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Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
(c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on 443
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the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence. The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor’s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
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(c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:
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To City: City of Eastvale
Attn: Community Safety Director
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: Gray Quarter Inc.

Attn: President
8575 Morro Road
Atascadero, CA 93422
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce 446
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City’s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. As of the Effective Date of this Agreement, this Agreement shall supersede the agreement between the City and Contractor dated 01/07/2020 and that agreement shall be of no further force and effect except for any provisions that expressly state they survive termination of the agreement.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 447
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SECTION 34. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]

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CITY OF EASTVALE
___________________________
Mark Orme
City Manager
ATTEST:
___________________________
Marc Donohue
City Clerk

APPROVED AS TO FORM
_______________________________
Erica Vega
City Attorney
Gray Quarter Inc.
____
____________________
____________________ Managing Partner
Dane Quatacker
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A-1
EXHIBIT "A"

SCOPE OF SERVICES
Contractor will perform the following services:
 Provide software support and administration of Accela Civic Platform.  Provide enhancements and improvements to Accela Civic platform, including but not limited to, development of a new website interface and design, Laserfiche integration, software wizards, inspection scheduler, and an inspection manager. Some SAAS (software as a service) implementations will require a separate software subscription agreement.

In the event the SAAS agreement conflicts with this agreement the SAAS agreement will take precedence only for those specifically stated SAAS services.
450
C-1
EXHIBIT "B"

COMPENSATION
Gray Quarter services are provided at a rate of $185.00 per hour. Purchase orders will be issued for various projects throughout the contract, not to exceed the maximum contract amount per year.
451
C-1
EXHIBIT "C"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
(1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of 452
C-2
not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above.
(3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance. (3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation 453
C-3
against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
454

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.12
June 28, 2023
Approval of Task Order No. 9 and 10 with Fehr & Peers for Review of Traffic Studies for Various Projects
Prepared By:

Jimmy Chung, Interim Public Works Director / City Engineer Recommended Action(s)
Staff recommends that the City Council approve Task Order No. 9 and 10 for a total amount not to exceed $19,600 to the On-call Contract with Fehr & Peers dated July 14, 2021 for the review of traffic studies for various projects
Summary
On July 14, 2021, the City and Fehr & Peers entered into an On-Call Agreement for Circula4on and Transporta4on Planning and Design Services. The On-Call Agreement requires a Task Order to be approved by the City before work can be commenced. Eight (8) Task Orders have been previously approved pursuant to this Agreement. Total compensa4on under the On-Call Agreement for these Services is capped at $250,000. The City Council must approve any Task Order that is for $25,000 or more. The City Council must also approve a Task Order for less than this amount if the aggregate amount of Task Orders in a fiscal year is $50,000 or more. As such, Council approval is required for Task Orders 9 and 10 despite being for less than $25,000.

Background
Two upcoming Developer-led projects are being proposed within the City of Eastvale, and Fehr and Peers' exper4se is to be used to review the traffic related items with these projects. Fehr and Peers has demonstrated extensive knowledge of the City's needs, and staff has been able to work easily with the consultant on the review of similar projects. The purpose of these reviews is to ensure the compliance with plans, specifica4ons, local, state and federal laws, regula4ons and ordinances, as well as general public safety.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
455
The following task orders and amount of the Purchase Orders (PO) have been issued to Fehr & Peers so far. However, actual invoiced amount is less than the not-to-exceed PO amount. The contract has a not-to-exceed amount of $500,000, but only $250,000 of this can be used for transporta4on related services. The remaining amount is designated for mul4-purpose trail related services. There is sufficient capacity in this not-to-exceed amount for the approval of Task Order 9 and 10.

PO Task Services
$ 5,000 A-1 LEAL TIA Review
$ 24,300 A-2 Scholar Way Data Collection - Phase 1
$ 9,800 A-3 Majestic Chino Flight Development
$ 4,000 A-4 Taco Bell
$ 9,800 A-5 Dunkin Donuts
$ 9,800 A-6 Leal Specific Plan
$ 22,600 A-7 Citywide LOS Data Collection and Land Use Modeling $ 36,200 A-8 General Plan Forecasting and Operations Assessment $ 9,800 A-9 Vernola Development (NOT ISSUED UNTIL COUNCIL APPROVES ITEM) $ 9,800 A-10
Archibald and Chandler Review (NOT ISSUED UNTIL COUNCIL

APPROVES ITEM)
Environmental
The proposed contract is not a project as defined by the California Environmental Quality Act (CEQA) and as such, no environmental review is required.

Strategic Plan Action - Priority Level: N/A | Target #: N/A | Goal #: N/A Improving streets within the City.

Fiscal Impact
There are sufficient funds budgeted in the fiscal year 22-23 for the recommended ac4on for Engineering Services account number 100-320-6490.

Prior City Council/Commission Action
On February 20, 2020 the City Council approved the Selec4on of Professional On-Call Service Proposals, that included Fehr& Peers
On April 26, 2023 the City Council awarded Task Number 8 with Fehr & Peers for the Eastvale General Plan Circulation Element Update
Attachment(s)
Attachment 1 - Fehr & Peers On-Call Professional Service Agreement Attachment 2- Task Order 9
Attachment 3- Task Order 10
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
456

AGREEMENT FOR ON -CALL PROFESSIONAL SERVICES
CIRCULATION AND TRANSPORTATION PLANNING AND DESIGN SERVICES; MULTI - USE TRAIL DESIGN SERVICES]
This Agreement for On -Call Professional Services (" Agreement") is entered into as of this - 140 day of JUI 2020 by and between the City of Eastvale, a municipal corporation (" City") and Fehr & Peers, a California corporation (" Contractor").

City and Contractor are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the " Parties."

RECITALS
A. City has sought, by request for qualifications the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of its qualifications for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to be eligible to perform those services as needed and requested by the City.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 " Termination of Agreement" of this Agreement, the Term of this Agreement is for three years commencing on the date first ascribed above. City may extend the Term of this Agreement two times for one year each time, for a total potential term of five years.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. a) Scope of Services. Contractor agrees to perform circulation and transportation planning and design, and multi -use trail design services ( hereinafter, the Services") as requested and authorized by the City. When the City desires to utilize Contractor for Services, the City will issue a Task Order that includes a Scope of Services to be performed and the compensation to be paid for the Services within the Task Order. Each Task Order shall be attached to this Agreement in Exhibit " A" ( e. g., the first Task Order will be Exhibit " A- 1 ", the second Exhibit " A-2," etc.). Each Task Order is made a part of this Agreement by this reference. 1 -
457
b) Schedule of Performance. The Services authorized by each Task Order shall be completed pursuant to the schedule stated in the Task Order. Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered that are in addition to or outside of the Services authorized by a Task Order unless such additional services are authorized in advance and in writing in accordance with Section 26 " Administration and Implementation" or Section 28 " Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in each Task Order for the Services identified in the Task Order. The total compensation for all Task Orders, including reimbursement for actual expenses, shall not exceed five hundred thousand dollars ($ 500, 000. 00), unless additional compensation is approved in writing in accordance with Section 28 Amendment" of this Agreement. Half of this amount shall be available for circulation and transportation planning and design services, and the other half shall be available for multi -use trail design services. The City Manager shall have the authority to approve Task Orders for Services that do not exceed the City Manager' s then - current signing authority for purchases of professional services as set forth in Section 4.06.050, as that section may be amended from time to time. All other Task Orders shall be approved by the City Council prior to the commencement of the Services. b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor ( by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection ( a) and the applicable Task Order include payment of labor on an hourly basis ( as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection ( c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
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c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty ( 30) days of receipt of Contractor' s correct and undisputed invoice.
d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor' s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor' s work within sixty ( 60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor' s work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud.

Acceptance of any of Contractor' s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 Indemnification" and Section 17 " insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor for the City in the course of providing the Services pursuant to this Agreement (" Work Product") shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor.

Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. However, notwithstanding any provision to the contrary in this Agreement, Contractor shall retain ownership and all rights in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, discovered, gathered, or produced by Contractor prior to, or independently of, any of its Services under this Agreement Pre- existing Materials"), including such Pre- existing Materials that Contractor may employ in the performance of this Agreement, or may incorporate into any part of the Work Product. Contractor grants City an irrevocable, non- exclusive, royalty -free, license in perpetuity to use, disclose, derive from, and transfer such Pre- existing Materials, but only as an inseparable part of the Work Product. If any third -party content is incorporated into the Work Product, such third -party content shall not become the property of City. Contractor shall secure all licenses necessary for City to utilize Contractor' s Services and the Work Product for their intended purposes If and to the extent that City utilizes for any purpose not related to this Agreement the Work Product, Contractor' s guarantees and warranties in Section 9 " Standard of Performance" of this Agreement shall not extend to such use of the Work Product.

Furthermore, any such use or reuse, or any modification of the Work Product without 3-
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the written verification or consent of Contractor will be at City' s sole risk and without liability or legal exposure to Contractor and Contractor' s consultants.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement, with the exception of Contractor' s Background IP and any third -party content incorporated into the Work Product, shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor' s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement.

Any and all such documents or records shall be maintained for three ( 3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546. 7, if the total compensation in Section 4 exceeds ten thousand dollars ($ 10, 000. 00), this Agreement and the Contractor' s books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three ( 3) years after final payment under the Agreement.
b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor' s address indicated for receipt of notices in this Agreement. c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor' s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in -interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
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a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control.

Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor' s officers, employees, or agents are in any manner officials, officers, employees or agents of City.
c) Neither Contractor, nor any of Contractor' s officers, employees, agents or subcontractors shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City' s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor' s indemnity obligations in Section 16 " Indemnification" of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, or its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall perform all Services in accordance with generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws 5-
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do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U. S. C. A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.

Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor' s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. c) City understands and acknowledges that Contractor will perform non - related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. 462
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Contractor gives City notice of such court order or subpoena.
c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney' s fees, caused by or incurred as a result of Contractor' s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.

Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor' s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (" Indemnified Parties") from and against any and all liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including reasonable attorneys' fees and rj
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costs, court costs, interest, defense costs, and expert witness fees) to the extent they arise out of any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. However, in no event shall the cost to defend charged to Contractor exceed Contractor' s proportionate percentage of fault. b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of Contractor's operations in connection with this Agreement or the operations of any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section. d) City' s Negligence. The provisions of this section do not apply to claims occurring as a result of City' s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit " B" " Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this sm
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Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor' s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 " Termination of Agreement." City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor' s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
a) City may terminate this Agreement, with or without cause, at any time by giving thirty ( 30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. b) Contractor may terminate this Agreement for cause at any time upon thirty 30) days written notice of termination to City.
c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor' s possession shall be returned to City. Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 " Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 " Compensation and Method of Payment" of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty ( 30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the WE
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default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 " Termination of Agreement." Any failure on the part of the City to give notice of the Contractor' s default shall not be deemed to result in a waiver of the City' s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Eastvale
Attn: City Manager
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: Fehr & Peers
Attn: Mr. Steven J. Brown
101 Pacifica, Suite 300
Irvine, CA 92618
s. brown@fehrandpeers. com
Notice shall be deemed effective on the date personally delivered or, if mailed, three ( 3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom 10-
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he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 " Amendment" and the City Manager' s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager' s contracting authority under Section 4. 06. 050 of the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City' s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City' s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.

Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
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SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney' s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits " A" ( including all subparts of Exhibit " A") and " B", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision( s).

SECTION 34. NONEXCLUSIVITY.

This Agreement shall not preclude the City from contracting with other persons for work that could be performed by Contractor under this Agreement or utilizing City employees to perform such work.

SECTION 35. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.

CITY OF EASTVALE
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ATTEST:

Marc Donohue
City Clerk

APPROVED AS TO FORM
Z
Chad W. Herrington
Assistant City Attorney

FEHR & PEERS
By: ;
Name: Steven J. Brown
Its: Senior Vice President
By:

Name: Marion Donnelly
Its: CFO/Corporate Secretary
NOTE: CONTRACTOR' S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO
CONTRACTOR' S BUSINESS ENTITY. CORPORATIONS AND LLCS

MUST SUBMIT DOCUMENTATION SHOWING THAT THE INDIVIDUAL

SIGNING ON ITS BEHALF HAS THE AUTHORITY TO EXECUTE THIS CONTRACT.
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Corporate Secretary' s Certificate
1, Marion Donnelly, Secretary of Fehr & Peers, a corporation organized and existing under the laws of the State of California, hereby certify that the foregoing is a complete, true and correct copy of resolutions of the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors ofthe Corporation in all respects as required by law and the bylaws of the Corporation on July 10, 2019 at a meeting at which a quorum of the Board of Directors of the Corporation was present and the requisite number of such directors voted in favor of said resolutions, or by unanimous consent in writing of all members of the Board of Directors of the Corporation to the adoption of said resolutions. further certify that the said resolutions are still in force and effect and have not been amended or revoked and do not exceed the objects or powers of the Corporation or the powers of its directors.

IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Corporation, an affixed the corporate seal of the Corporation, on July 10, 2019.

Affix Corporate Seal Here:

Marion Donnelly (signature), SECRETARY OF Fehr & Peers, A CORPORATION 470

UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF

FEHR & PEERS
The undersigned, constituting all of the directors of the corporation, acting pursuant to the authority of 307( b) of the California General Corporation Law, hereby adopt the following recitals and resolution, effective on the date of the last signature hereof.

RESOLVED, that the President and each director of this corporation is authorized to execute any contract by which the corporation would perform services for any client, and to bind the corporation thereto by his or her signature alone."
BE IT FURTHER RESOLVED, that any executed copy of this Resolution, duly signed as hereunder, shall constitute a Certificate of Corporate Resolution in the matters hereinabove recited.

Steven Brown
Ronald T. Milam
S rah randenberg
C-; k,af\ __ C n
Marion Donnelly
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EXHIBIT " A"

SCOPE OF SERVICES & COMPENSATION
TASK ORDERS TO BE INSERTED HERE ONCE APPROVED. EACH TASK ORDER

MUST CONTAIN A SPECIFIC SCOPE OF SERVICE AND COMPENSATION INFORMATION FOR THOSE SERVICES.]
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TASK ORDER 1

PEER REVIEW OF TRAFFIC IMPACT ANALYSIS FOR DEVELOPMENT OF THE

LEAL PROPERT
I. SCOPE OF SERVICES
Task 1 — Peer Review
As part of this task, Consultant will review the traffic study being completed for the proposed development of the Leal Property by the proposed developers. Consultant will specifically review the following key components of the study:

1. Technical Analysis — does the study follow the City' s traffic impacts study guidelines? Consultant will also spot-check the technical calculations to ensure that appropriate assumptions were incorporated into the analysis.

2. Consistency — is the study consistent with what is currently proposed for the project, how do the findings differ from the original Leal Master Plan traffic study, and is it consistent with the City' s General Plan direction?

3. VMT Assessment — how is VMT addressed in the study? Is VMT compared to the original VMT for the Leal Master Plan to ensure that the project' s VMT has already been accounted for in the environmental documentation?

4. Good Planning — does the study reflect the goals and values of the City of Eastvale? Is it consistent with the City' s complete streets implementation policies? This will include a review of the traffic assessment assumptions and any proposed roadway capacity improvements identified in the study.

Task 2 — Meeting
Fehr & Peers will attend one virtual meeting with the City to review the findings of our peer review. The goal of the meeting will be to coordinate with City staff on any final comments we include in any formal documentation.

Task 3 — Documentation
Task 3 will consist of developing a consolidated set of comments that will be documented in a brief memorandum that will be provided to the City for their records.

Depending on the outcome of our peer review and/ or the results of Task 2, this final task may or may not be needed.

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II. COMPENSATION
Consultant will conduct the scope of services described herein on a time and materials basis based on the fee estimates noted below.

Task No. Description Hours Fee
1 Peer Review 12 3, 200
2 Meeting 2 600
3 Documentation 4 1, 200
Total 18 5, 000
WA W
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EXHIBIT " B"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A. M. Best' s rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage ( Occurrence Form CG 0001). 2) Automobile. Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, including code 1 " any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. 3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. 4) Professional Liability. Professional liability insurance appropriate to the Contractor' s profession. This coverage may be written on a " claims made" basis. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three 3) consecutive years following the completion of Contractor' s services or the termination of this Agreement. During this additional three ( 3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
1) Commercial General Liability. $ 1, 000, 000 general
aggregate for bodily injury, personal injury and property damage. 2) Automobile. $ 1, 000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of 475
not less than $ 2, 000, 000 shall be considered equivalent to the said required minimum limits set forth above.
3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $ 1, 000, 000 per occurrence.
4) Professional Liability. $ 1, 000, 000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. 1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. 2) Contractor' s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor' s insurance. 3) Contractor' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.
4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation MR
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against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit " B". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor' s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
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3750 University Avenue| Suite 225 | Riverside, CA 92501 | (951) 274-4800 | Fax (949) 859-3209 www.fehrandpeers.com
May 3, 2023
Cassandra Sanchez
City of Eastvale
12363 Limonite Avenue
Eastvale, CA 91752
Subject: Vernola Limonite Site Plan and Traffic Study Peer Review and Professional Services
P23-2253 (OC22-0890.07)
Dear Cassandra:

Fehr & Peers is pleased to provide this proposal to provide peer review and professional transportation engineering services related to the project application completed for the upcoming development project south of the intersection of Limonite Ave at Planetary Dr in the City of Eastvale, California. Our proposed scope of services is provided below.

SCOPE OF WORK
Task 1 – Scoping Peer Review
Fehr & Peers will provide preliminary scoping recommendations in support of the pre-application review.

Fehr & Peers will conduct a peer review of the traffic study scoping agreement and identify concerns regarding the methodology or scope defined by the applicant. We will specifically review the following key components of the study:
 We will review the document for consistency with the City’s established standards (analysis methodologies, inclusion of all required scenarios, etc.)  Consistency with the California Environmental Quality Act (CEQA) related to transportation  Assumptions made in the methodology of the study and defined scope of the project (e.g., study area, trip generation estimates, trip distribution pattern, related projects, state of the practice methodology, etc.)
 Appropriateness of proposed site plan review, including drive-way access, control, and queueing assessments
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Cassandra Sanchez
May 3, 2023