Item6_Sedaru-Utility-Management-Software — Grover Beach City Council, July 24, 2023

Agenda Item No. 6

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: July 24, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: Greg Ray, Public Works Director/City Engineer Gabriel Munoz-Morris, Senior Engineer
SUBJECT: Professional Services Agreement for the Purchase and Implementation of Sedaru Utility Management Software

RECOMMENDATION
Approve a Professional Services Agreement with Sedaru Utility Management Software in the amount of $95,000 and authorize the Mayor to execute the agreement on behalf of the City.

BACKGROUND
Accurate infrastructure knowledge and assessment along with improved operational workflows are key components of ensuring that the City is able to provide maintenance and infrastructure services today and into the future. The City’s existing state of undocumented, unknown asset information and manual workflows performed on paper and in spreadsheets can potentially cost the City money in inefficient repair workflows. Currently, maintenance staff spend too much time manually managing routine water and wastewater utility tasks like hydrant flushing and valve turning that could be more efficiently coordinated with the use of asset management software.

Additionally, institutional knowledge loss associated with staff transition must be prevented to ensure continued operational success for new and future staff members.

Currently, the water, wastewater, and stormwater utility assets (valves, hydrants, pipes, manholes, clean outs, drain inlets, etc.) are not inventoried in an efficient way and work orders are at risk of not being completed properly. This results in costly equipment downtime and preventable replacement costs. The software proposed will provide staff the benefit of powerful, modern software and position the City for long-term success in utility asset management operations by allowing staff to track real-time asset location and condition; maintenance records for each asset; and track upcoming needed asset updates.

Based on these concerns, in 2021 the City contracted with MKN & Associates (MKN) to prepare and send out a Request for Information (RFI) for the City of Grover Beach Asset Management Software Procurement project. The City received proposals from six firms (iWater, DCSE, PubWorks, Sedaru, NEXGEN and MentorAPM) which MKN reviewed and provided staff with an initial ranking based on required criteria from the RFI. Staff performed a secondary review and elected to schedule vendor demonstrations from four firms (iWater, DCSE, PubWorks, and Sedaru). After all vendor demonstrations were complete, staff selected Sedaru as the vendor that could provide the City the most effective product for the City’s needs.

The subscription and implementation services of Sedaru software would allow the City to effectively manage the inventory and work orders (maintenance) of water, wastewater, and storm water utility assets (valves, hydrants, pipes, manholes, clean outs, drain inlets etc.). Similarly, the software would provide increased asset tracking and maintenance program efficiency upgrades Staff Report: Asset Management Professional Service Agreement Page 2 July 24, 2023
for roadway assets (street signs, striping, stop signs, etc.). Sedaru services include providing an updated GIS inventory of all existing utility and roadway assets. The software will manage all assets and ensure that work orders are effectively assigned and completed. The subscription includes access for 15 users, live telephone and email support, 24-hour access to online knowledge portal, and upgrades to new versions.

Upon entering into a Professional Service Agreement with Sedaru, staff will begin implementation of the software in the summer of 2023 and host training for operations staff who will be using the software routinely. Staff will work with Sedaru to transfer the City’s current asset data into the new system. Staff estimates that implementation will last 6-9 months and new work programs incorporating the new asset management solution will be in place in early 2024.

FISCAL IMPACT
The recommended action will result in the City purchasing the Sedaru Utility Management Software, with an initial implementation cost of $64,400 and first year subscription costs of $30,600 for a total of $95,000. Staff will return to Council to increase the term and compensation of the contract for yearly renewal and recurring subscription and support costs, estimated at $30,600, at the end of the initial contract. The amount for the initial contract has been budgeted in the current budget and future maintenance costs will be included in future budgets. All costs will be split equally between the Wastewater Enterprise Fund, Water Enterprise Fund and General Fund.

ALTERNATIVES
The Council has the following alternatives to consider:

1. Approve a Professional Services Agreement with Sedaru Utility Management Software in the amount of $95,000 and authorize the Mayor to execute the agreement on behalf of the City; or

2. Do not approve Agreement; or

3. Provide staff with alternative direction.

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.

Attachments

1. Professional Services Agreement

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AGREEMENT

CITY OF GROVER BEACH, CALIFORNIA

PROFESSIONAL CONSULTANT SERVICES
THIS AGREEMENT is made and entered into the 24th day of July, 2023, (Effective Date) by and between the CITY OF GROVER BEACH, a California municipal corporation (hereinafter referred to as "CITY" or in Exhibit “A” as ‘Subscriber”), and Sedaru, Inc. a California Corporation, (hereinafter referred to as "CONSULTANT" or in Exhibit “A” as Provider”).

RECITALS
WHEREAS, CITY desires to obtain professional services for the, more specifically identified in the Proposal, Scope of Work and Fee Schedule, jointly attached as “Exhibit A” to this Agreement, herein referred to as the PROJECT; and
WHEREAS, CONSULTANT is engaged in the business of developing work and asset management systems for the City’s water distribution, sewer and public work assets and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and
WHEREAS, this Agreement sets forth the terms and conditions under which CONSULTANT shall provide professional services, to be paid by the City of Grover Beach; and WHEREAS, this Agreement will be administered for CITY by the Director of Public Works, hereinafter referred to as DIRECTOR or his/her designee.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:

ARTICLE I. SCOPE OF SERVICES
CONSULTANT shall complete said PROJECT described herein and more fully described in Exhibit A, and in accordance with local, State and Federal laws. This shall include all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.

ARTICLE II. COMPENSATION AND PAYMENT
A. CONSULTANT’S sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be performed on a Total Cost To Implement (TCI) consistent with buy not to exceed basis of $95,000.00 as more fully defined in Exhibit “A”.

B. The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to CONSULTANT’S compensation. Any change in the scope of services must be made by written Contract Amendment to the Agreement signed by an authorized representative for each party. CONSULTANT shall not be entitled to any additional compensation if services are performed prior to a signed written Contract Amendment.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Attachment 1

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ARTICLE III. PROFESSIONAL SKILL
It is further mutually understood and agreed by and between the parties hereto that inasmuch as CONSULTANT represents to CITY that CONSULTANT and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, CITY relies upon the skill of CONSULTANT and any subcontractors to do and perform such services in a skillful manner and CONSULTANT agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall not operate as a release of CONSULTANT or any subcontractors from said professional standards.

ARTICLE IV. CONFLICT OF INTEREST AND NON-SOLICITATION
A. Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Grover Beach Conflict of Interest Disclosure Statement in the form as set forth in Exhibit B. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement.

B. CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) Professional canons and requirements governing avoidance of impermissible client conflicts; and
(ii) Federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.).

At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing.

C. In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.

D. CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder.

E. Neither CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing.

F. If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Article in each subcontract and require its subcontractors to comply therewith.

This Article (VI) shall survive termination or expiration of this Agreement.

ARTICLE V. GENERAL TERMS
A. Except as otherwise provided by law, all notices expressly required of CITY within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or his/her designee.

B. Records of CONSULTANT’S expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to CITY or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of CONSULTANT pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to CITY until such action is resolved, or until the end of said time period whichever shall later occur. If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the requirements of this paragraph. This Article 10(B) shall survive expiration or termination of this Agreement.

C. Prior to execution of this Agreement by CITY, CONSULTANT shall have provided evidence to CITY that CONSULTANT is licensed to perform the services called for by this Agreement (or that no license is required). CONSULTANT and any subcontractors shall agree to obtain any local licensing or certifications necessary to perform services within the City, including but not limited to City Business Tax Certificates. If CONSULTANT should subcontract all or any portion of the work or services to be performed under this Agreement, CONSULTANT shall require each subcontractor to provide evidence to CITY that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.

ARTICLE VI. NONDISCRIMINATION
To the extent required by controlling federal, state and local law, CONSULTANT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, CONSULTANT agrees as follows:

A. CONSULTANT will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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be subject to discrimination under any program or activity made possible by or resulting from this Agreement.

B. CONSULTANT will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, gender identification, status as a disabled veteran or veteran of the Vietnam era. CONSULTANT shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, gender identification, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to CONSULTANT’S employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.

C. CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of CONSULTANT in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.

D. CONSULTANT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of CONSULTANT’S commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

E. If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the requirements of this Article (VI).

ARTICLE VII. INDEPENDENT CONTRACTOR
A. In the furnishing of the services provided for herein, CONSULTANT is acting solely as an independent contractor. Neither CONSULTANT, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venture, partner or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which CONSULTANT shall perform its work and functions. However, CITY shall retain the right to administer this Agreement so as to verify that CONSULTANT is performing its obligations in accordance with the terms and conditions thereof.

B. This Agreement is not evidence of a partnership or joint venture between CONSULTANT and CITY.

CONSULTANT shall have no authority to bind CITY absent CITY’S express written consent. Except to the extent otherwise provided in this Agreement, CONSULTANT shall bear its own costs and expenses in pursuit thereof.

C. Because of its status as an independent contractor, CONSULTANT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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employees. CONSULTANT shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, CONSULTANT shall be solely responsible, indemnify, defend and save CITY harmless from all matters relating to employment and tax withholding for and payment of CONSULTANT'S employees, including, without limitation:
(i) Compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and
(ii) Any claim of right or interest in CITY employment benefits, entitlements, programs and/or funds offered employees of CITY whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, CONSULTANT may be providing services to others unrelated to CITY or to this Agreement.

ARTICLE VIII. NOTICES
All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed to the addresses listed below:

A. CITY: City of Grover Beach, Greg Ray, Director of Public Works , 154 South Eighth Street, Grover Beach, CA 93433
B. CONSULTANT: Mr. David Stadelmann, Sedaru Inc., 168 E. Arrow Highway, Suite 101, San Dimas, CA 91773.

ARTICLE IX. BINDING
Subject to Article X, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives.

ARTICLE X. ASSIGNMENT
A. This Agreement is personal to CONSULTANT and there shall be no assignment by CONSULTANT of its rights or obligations under this Agreement without the prior written approval of the Grover Beach City Council. Any attempted assignment by CONSULTANT, its successors or assigns, shall be null and void unless approved by the Grover Beach City Council.

B. CONSULTANT hereby agrees not to assign the payment of any monies due CONSULTANT from CITY under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies due CONSULTANT directly to CONSULTANT.

ARTICLE XI. COMPLIANCE THE LAW
In providing the services required under this Agreement, CONSULTANT shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.

ARTICLE XII. WAIVER
The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

ARTICLE XIII. GOVERNING LAW AND VENUE
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be San Luis Obispo County, California.

ARTICLE XIV. HEADINGS
The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.

ARTICLE XV. SEVERABILITY
The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions.

ARTICLE XVI. INTERPRETATION
The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.

ARTICLE XVII. ATTORNEY’S FEES
If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.

ARTICLE XVIII. EXHIBITS
Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement
ARTICLE XIX. PRECEDENCE OF DOCUMENTS
In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.

ARTICLE XX. CUMULATIVE REMEDIES
No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

ARTICLE XXI. NO THIRD-PARTY BENEFICIARIES
The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

ARTICLE XXII. EXTENT OF AGREEMENT
Each party acknowledges that they have read and fully understand the contents of this Agreement and any documents issued that resulted in selection of CONSULTANT for entry into this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both CITY and CONSULTANT.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

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AGREEMENT SIGNATURES

CITY OF GROVER BEACH, CALIFORNIA

PROFESSIONAL CONSULTANT SERVICES
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the day and year first written above.

CITY OF GROVER BEACH
Karen Bright, Mayor Date
Attest:

Wendi Sims , City Clerk Date
Approved as to Form:

David P. Hale, City Attorney Date
Sedaru, Inc.,
A California Corporation
David Stadelmann, Sr. Sales Manager Date
Attachments:

1. Exhibit A - Scope of Services and Fee Schedule

2. Exhibit B - Disclosure of Conflict of Interest
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B 7/14/2023

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EXHIBIT A

PROFESSIONAL CONSULTANT SERVICES

CONSULTANT SCOPE OF WORK AND FEE SCHEDULE
The attached Scope of Work and Fee Schedule on page 9 reference the Aquatic Informatics Terms and Conditions as being part of this Agreement. That reference is deleted from the this Scope of Work and the Aquatic Informatics Terms and Conditions as agreed to by the Parties is physically incorporated within this Scope of Work and will be referred to as governing this Agreement.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Confidential - Company Proprietary
Statement of Work
Grover Beach Water Department
Public Works Sedaru Implementation
February 14, 2023 | Prepared by: Jennifer Wood, PE
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Statement of Work – Grover Beach Public Works Sedaru Implementation | 2 Confidential - Company Proprietary
Table of Contents
Introduction 3
Statement of Work 3
Task 1: Kickoff 3
Task 2: Discovery 3
Task 3: Build 4
Task 4: Deploy and Train 4
Task 5: Post Rollout Support 5
Summary 5
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Statement of Work – Grover Beach Public Works Sedaru Implementation | 3 Confidential - Company Proprietary
Introduction
Grover Beach Water Department (GBWD) is currently seeking to use Sedaru as the work and asset management system for its water distribution, sewer, and public works assets.

This statement of work includes the tasks necessary to deploy Sedaru OMNI and Fieldforce in the public works department to manage asset types such as streets.

Statement of Work
Task 1: Kickoff
Sedaru will host a 1-hr, online kickoff meeting to introduce our teams, review project scope and schedule.

Sedaru will provide an overview of the Sedaru OMNI & Fieldforce solution focusing on the core product functionality for public works.

Sedaru will also introduce GBWD to Aquatic Academy, a state-of-the-art learning management system for superior customer education and training. Aquatic Academy provides all potential Sedaru users with tools to be more efficient and productive with Fieldforce and OMNI, to deliver more value to the entire team.

Aquatic Academy also provides the team with exposure to Fieldforce and OMNI early in the project that will encourage overall adoption.

Assumptions & Limitations
• GBWD will designate a project manager for the duration of the project. • All internal GBWD stakeholders are identified prior to the kickoff meeting and are in attendance to ensure a successful start to the project.
• GBWD will provide the appropriate functional and technical resources to support the Sedaru Team as outlined in this scope of work.
• All Services will be performed remotely by our Sedaru Team unless otherwise included in this scope of work and agreed to by all parties in advance of a Notice to Proceed. • Any onsite services will be subject to time and expense reimbursement as additional.

Task 2: Discovery
Sedaru will submit a data request list and work with GBWD’s power user(s) to understand the current road striping and pothole workflows and then GBWD can select workflows from Sedaru’slibrary of pre-defined, basic and/or standard forms or as a starting point for a more custom form. Sedaru will conduct up to (2) 1-hour, online Discovery sessions with GBWD’s power user(s) in the Public Works department to walk through the selected workflows for use in OMNI & Fieldforce.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Statement of Work – Grover Beach Public Works Sedaru Implementation | 4 Confidential - Company Proprietary
Assumptions & Limitations
• Subject matter experts (SMEs) in the public works department are available and designated as GBWD’s power users.
• GBWD will provide Sedaru with requested data within five (5) business days. Sedaru will use data as provided by GBWD. Creating, editing, and/or cleanup of data is additional. • The outcome of Task 2 will be incorporated in Task 3.

Task 3: Build
Sedaru will build up to two (2) custom basic and/or standard forms selected during Discovery for up to two (2) horizontal asset types.

Each custom basic and/or standard form includes one (1) iteration. Minor form revisions can be handled using post-rollout support hours.

Assumptions & Limitations
• Assumes Sedaru is hosting GBWD’s Esri GIS data
• Assumes GBWD’s GIS data contains Public Works assets, as identified in Task 2. This scope of work does not include GIS feature creation.
• Sedaru will setup the customer's Esri GIS data in OMNI using standard Sedaru map symbology which can be customized with the Customer's symbology, if requested • Definitions
o Basic Form: A basic form is less than 16 inputs without complex functions such as validation, calculations, or logic.
o Standard Form: A standard form is less than 31 inputs without logic and can include input validation and up to three (3) calculations.

Task 4: Deploy and Train
Following implementation of GBWD’s selected workflows, Sedaru will conduct a 2-hr online workshop with GBWD’s power users to review the implemented workflows and guide GBWD’s power users through the setup of essential work order metrics in OMNI focusing on best practices and recommendations. Following the workshop, GBWD will be able to create additional metrics on their own directly in OMNI.

Sedaru will host a 2-hr, remote training session for all users with a primary focus on GBWD’s implemented workflows in OMNI and Fieldforce.

Assumptions & Limitations
• GBWD’s power users/managers are available to attend the OMNI metric session. • Prior to the remote training session, GBWD’s users are required to complete OMNI and Fieldforce training in Aquatic Academy.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Statement of Work – Grover Beach Public Works Sedaru Implementation | 5 Confidential - Company Proprietary
Task 5: Post Rollout Support
Includes up to 2 hours of post-rollout support hours. Post rollout support hours can be used for Sedaru to make updates or changes to OMNI or Fieldforce workflows in the first 14 days following rollout.

Assumptions & Limitations
• Any updates after the first 14 days following rollout will require a separate scope of work. • Updating the GBWD’s GIS data is not included in this scope of work. Regular GIS updates will require a separate scope of work.

Summary
Item
Task 1: Kickoff
Task 2: Discovery
Task 3: Build
Task 4: Deploy and Train
Task 5: Post Rollout Support
Project Management
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 1 of 10
Confidential - Company Proprietary
Quote 00014759
Details: Created On: 10 Apr 2023
Expires On: 31 Aug 2023
Prepared For:

Grover Beach Water Department
P.O. Box 365
Grover Beach, California 93483
United States
Submitted By: Aaron Wilberding
[email protected]
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 2 of 10
Confidential - Company Proprietary
Quote Summary
Product Sales Price Term Qty Total Price
Sedaru Platform: OMNI & Fieldforce
Annual subscription to Sedaru Platform for Operations Management and Network Intelligence (OMNI) System for Work Order and Asset Management, and access to Fieldforce for Work Order and Field Data Collection on a Mobile Device. Sedaru Platform User subscriptions and other modules sold separately.
$0.00 12 mos 1.0 $0.00
Sedaru Platform User
Annual subscription for Sedaru Platform Users providing access to Operations Management and Network Intelligence (OMNI), Fieldforce for work and asset management and field data collection on a mobile device (iOS & Windows only), and other Sedaru modules that you subscribe to (e.g., 811, Wachs, Outage and Modeling).
$2,160.00 12 mos 9.0 $19,440.00
Sedaru Platform User - View Only
Annual subscription for "View Only" Sedaru Platform Users providing view only access to Operations Management and Network Intelligence (OMNI), Fieldforce for work and asset management and field data collection on a mobile device (iOS & Windows only), and other Sedaru modules that you subscribe to (e.g., 811, Wachs, Outage and Modeling). $900.00 12 mos 6.0 $5,400.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 3 of 10
Confidential - Company Proprietary
Sedaru Platform Implementation: Sedaru Hosted GIS (Basic GIS Setup)
This service provides you with basic GIS setup for Sedaru to host and serve your GIS data. Sedaru will host the Customer's Esri GIS data and serve through Sedaru OMNI using standard Sedaru map symbology.

Assumptions & Limitations
- Customer will provide the appropriate functional and technical resources to support the Sedaru Team as outlined in this scope of work. - Customer will provide Sedaru with data as requested within 5 business days. Sedaru will use data as provided by Customer. Creating, editing, and/or cleanup of data is additional.
- All Services will be performed remotely by our Sedaru Team unless otherwise agreed to by all parties in advance of NTP. Any onsite services will be subject to time and expense reimbursement as additional. On-site training is not included in this scope of work. - Updating Customer GIS data is not included in this scope of work. If the Customer desires GIS updates, additional Standard Professional Services are available to be quoted. Below are additional services not included with this service:
a. Migration of historical data from other systems/tools. b. Integrations with other systems/tools.
c. Asset data collected in Fieldforce forms will not write back to GIS feature class attribute tables.
d. Customized, asset history-driven map symbology.
e. Customized reporting.
$3,700.00 1.0 $3,700.00
Sedaru Connect - 811
Annual subscription to Sedaru Connect for 811 and Underground Utility Locates
$1,440.00 12 mos 4.0 $5,760.00
Sedaru Connect Implementation: 811
Sedaru Connect for 811 implementation services for up to two (2) 811 Member Codes. Sedaru will implement 811 workflow with standard 811 forms with no iterations, for up to 2 member code(s), including positive response. Include auto-assign by location or person/group, implemented at the customer's discretion. Sedaru will setup up to 5 standard OMNI 811 KPIs. Sedaru will host one (1) 60-minute online training session which will be recorded for on-going use by your team, specific to 811 workflow.

Updating customer GIS data is not included with this service. Additional standard Professional Services are available for GIS updates. $12,400.00 1.0 $12,400.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 4 of 10
Confidential - Company Proprietary
Sedaru Workflow Implementation: Sewer Maintenance
This service includes the setup of sewer main, manhole, and lateral asset types in the Sedaru platform. Up to 5 pre-defined, standard forms will be built to manage main and manhole assets including: line cleaning, main inspection, main repair, manhole inspection, and manhole maintenance. Each pre-defined form comes as-is with no iterations.

Includes up to 2 hours of post-rollout support hours to use for minor form revisions.

A 2-hr online session with the customer's power users will be provided to review implemented workflows and guide the users through the setup of essential work order KPIs per asset type in Sedaru OMNI focusing on best practices and recommendations.

A 1-hr, online session will be posted to walk through implemented workflows with the customer's users in the Sedaru Platform. Prior to this session, the customer's users must complete Sedaru Platform: OMNI and Fieldforce training in Aquatic Academy.

Definitions & Assumptions

1. Definitions
a. Predefined forms: These forms come as-is and will not be iterated on by our Sedaru Services team. These forms can be edited by the Customer using Sedaru Studio Form Designer without the aid of the Sedaru Services team.
b. Basic Form: A basic form is less than 16 inputs without complex functions such as validation, calculations, and if-then logic.

2. Customer will provide the appropriate functional and technical resources to support the Sedaru Team as outlined in this scope of work.

3. Customer will provide Sedaru with data as requested within 5 business days. Sedaru will use data as provided by Customer. Creating, editing, and/or cleanup of data is additional.

4. All Services will be performed remotely by our Sedaru Team unless otherwise agreed to by all parties in advance of NTP. Any onsite services will be subject to time and expense reimbursement as additional. On-site training is not included in this scope of work.

5. Post-rollout support hours must be used within 14 days post rollout.

After 14 days, this service will be considered delivered.

6. Updating customer GIS data is not included with this service.

Additional standard Professional Services are available for GIS updates.

7. Below are additional Services not included in this scope of work. a. Migration of historical data from other systems/tools. b. Integrations with other systems/tools.
c. Asset data collected in Fieldforce forms will not write back to GIS feature class attribute tables.
d. Labor, equipment, and materials work order functionality. e. Customized, asset history-driven map symbology.
f. Customized reporting.
$6,475.00 1.0 $6,475.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 5 of 10
Confidential - Company Proprietary
Sedaru Workflow Implementation: Water Mains & Laterals
This service includes the setup of main, lateral, and meter asset types in the Sedaru platform. Up to 8 pre-defined, standard forms will be built to manage main and lateral assets including: main break, main repair, main line flushing, leak detection, service line inventory, service line replacement, lateral leak, and lateral repair. Each pre-defined form comes as-is with no iterations. Includes up to 2 hours of post-rollout support hours to use for minor form revisions.

Definitions & Assumptions

1.Definitions
a. Predefined forms: These forms come as-is and will not be iterated on by our Sedaru Services team. These forms can be edited by the Customer using Sedaru Studio Form Designer without the aid of the Sedaru Services team.
b. Basic Form: A basic form is less than 16 inputs without complex functions such as validation, calculations, and if-then logic.

2. Customer will provide the appropriate functional and technical resources to support the Sedaru Team as outlined in this scope of work.

3. Customer will provide Sedaru with data as requested within 5 business days. Sedaru will use data as provided by Customer. Creating, editing, and/or cleanup of data is additional.

5. Post-rollout support hours must be used within 14 days post rollout.

After 14 days, this service will be considered delivered.

6. Updating customer GIS data is not included with this service.

Additional standard Professional Services are available for GIS updates.

7. Below are additional Services not included in this scope of work. a. Migration of historical data from other systems/tools. b. Integrations with other systems/tools.
c. Asset data collected in Fieldforce forms will not write back to GIS feature class attribute tables.
d. Labor, equipment, and materials work order functionality. e. Customized, asset history-driven map symbology.
f. Customized reporting.
$9,250.00 1.0 $9,250.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 6 of 10
Confidential - Company Proprietary
Sedaru Workflow Implementation: Water Valve & Hydrant
This services includes the setup of hydrant, valve, pipe, and lateral asset types in the Sedaru platform. Up to 9 pre-defined, standard forms built to manage hydrant and valve assets including: valve exercise, valve inspection, valve repair, valve replacement, hydrant flushing, hydrant flow test, hydrant inspection, hydrant repair, and hydrant replacement.

Each pre-defined form comes as-is with no iterations. Includes up to 2 hours of post-rollout support hours to use for minor form revisions.

A 1-hr, online session will be hosted to walk through implemented workflows with the customer's users in the Sedaru Platform. Prior to this session, the customer's users must complete Sedaru Platform: OMNI and Fieldforce training in Aquatic Academy.

Definitions & Assumptions

1.Definitions
a. Predefined forms: These forms come as-is and will not be iterated on by our Sedaru Services team. These forms can be edited by the Customer using Sedaru Studio Form Designer without the aid of the Sedaru Services team.
b. Basic Form: A basic form is less than 16 inputs without complex functions such as validation, calculations, and if-then logic.

2. Customer will provide the appropriate functional and technical resources to support the Sedaru Team as outlined in this scope of work.

3. Customer will provide Sedaru with data as requested within 5 business days. Sedaru will use data as provided by Customer. Creating, editing, and/or cleanup of data is additional.

5. Post-rollout support hours must be used within 14 days post rollout.

After 14 days, this service will be considered delivered.

6. Updating customer GIS data is not included with this service.

Additional standard Professional Services are available for GIS updates.

7. Not included in this scope of work:
a. Migration of historical data from other systems/tools. b. Integrations with other systems/tools.
c. Asset data collected in Fieldforce forms will not write back to GIS feature class attribute tables.
d. Labor, equipment, and materials work order functionality. e. Customized, asset history-driven map symbology.
f. Customized reporting.
$10,175.00 1.0 $10,175.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 7 of 10
Confidential - Company Proprietary

SDUPROFSVC
Sedaru Professional Services
Custom Professional Services. Please refer to attached Scope of Work for details.
$15,000.00 1.0 $15,000.00
Sedaru Hosted GIS Update
This service provides you with an update to your Sedaru-hosted Esri GIS to support ongoing use of the Sedaru Platform.

Following the delivery of customer supplied updated Esri GIS geodatabase, we will review the current Sedaru configuration and GIS schema against the delivered GIS and update the feature layers and attributes except where Sedaru has been configured to write back to the hosted copy of GIS. A summary of the GIS update will be provided at the end of the task.

Assumptions & Limitations
• GIS data is delivered to Sedaru in an Esri geodatabase or map package file. Shapefiles, personal geodatabases, as-builts, spreadsheets, or other file formats will not be accepted. • Asset facility IDs have not changed and are 100% populated and unique
• Attribute names and datatypes have not changed. New fields may be included but addressing new fields in the configuration is not included in this scope of work.
• There are no asset attachments in the delivered database • New features will be accompanied with symbology or Sedaru standard symbology will be used. Configuring new asset types in Sedaru is not included in this scope of work.
• Any custom fields added by Sedaru to the Sedaru-hosted GIS will be appended to the new data (fields configured to support certain workflow requirements).
• Existing map symbology setup during your initial implementation will be maintained during the update--additional customized, asset historydriven map symbology is not included in this scope of work. • Correcting discrepancies in schema, datatypes, duplicate IDs, or other issues/errors found during the data review not included in this scope of work.
$1,850.00 4.0 $7,400.00

AA-SEDARU
Aquatic Academy User Subscription - Sedaru
Annual user subscription to the Aquatic Academy, a state-of-the-art learning management system for superior customer education and training. Provides access to online courses for Sedaru software and is available 24x7x365. Users will learn at their own pace on their own schedule and complete quizzes and earn a final certification to ensure comprehension. All courses are available to take as many times as desired. The Aquatic Academy is an ideal solution for new users, refresher training for power users and everything in between. $0.00 12 mos 15.0 $0.00
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 8 of 10
Confidential - Company Proprietary
Summary of Products & Services
Software Licenses (One-Time License Fees): $0.00 USD
Professional Services (One-Time Service Fees): $64,400.00 USD Recurring Annual Fees (SaaS & SMA): $30,600.00 USD
GRAND TOTAL: $95,000.00 USD
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 9 of 10
Confidential - Company Proprietary
Order Details
To proceed with a purchase, please sign this quote (preferably via Docusign) and provide us with a Purchase Order (PO) so we can process your order and provide you with payment instructions. Please email your Purchase Order to [email protected] and please reference quote 00014759.

Aaron Wilberding
[email protected]
Sedaru Inc.
168 E Arrow Highway, Suite 101
San Dimas, CA 91773
FEIN: 14-1909685
Terms and Conditions
By signing this quote, you are agreeing to the Aquatic Informatics' Terms and Conditions (located at https://aquaticinformatics.com/terms-conditions/) and online Service Offering and Service Level Agreement (see links below). This agreement is made between the customer named above ("Subscriber") and Sedaru Inc., having an address at 168 E Arrow Highway, Suite 101, San Dimas, CA 91773 ("Provider"), and sets forth the terms and conditions on which Aquatic Informatics will supply Products and Services to the customer.

All Aquatic Informatics Software, Except WIMS:
• SaaS: Services Offering and Service Level Agreement
https://aquaticinformatics.com/saas-service-offering/
• On-Premise: Software License Agreement
https://aquaticinformatics.com/on-premise-software/
WIMS Software Only:
• SaaS: WIMS Online Services Offering and Service Level Agreement https://aquaticinformatics.com/wims-online-saas/
• On-Premise: WIMS On-Premise Software License Agreement https://aquaticinformatics.com/wims-on-premise/
DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Sedaru Inc. Page 10 of 10
Confidential - Company Proprietary
Electronic Acceptance
Expiration Date: Must be signed by 31 Aug 2023
Subscriber: Grover Beach Water Department
Subscriber Signature: Per:

Name:

Title:

Date:

Subscriber Details: Phone:

Email:

Company: Grover Beach Water Department
P.O. Box 365
Grover Beach, California 93483
United States
Provider: Aquatic Informatics
Provider Signature: Per:

Name:

Title:

Date:

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B July 5, 2023
PLEASE READ THESE TERMS AND CONDITIONS OF USE, AS AGREED TO BY THE PARTIES CAREFULLY. BY USING ANY OF

THE SERVICES OR SOFTWARE PROVIDED BY AQUATIC INFORMATICS OR ITS SUBSIDIARIES OR AFFILIATES, YOU

CONFIRM YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AS AGREED TO BY THE PARTIES AND INCORPORATED WITHIN THE SCOPE OF WORK OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A

COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MAY NOT USE THE SERVICES OR SOFTWARE.

Terms and Conditions of Sale
This document sets forth the Terms & Conditions of Sale for software, goods manufactured and/or supplied, and services provided, by Aquatic Informatics (“Provider”) or any of its affiliates or subsidiaries identified as the selling entity listed on the accompanying software, service or other agreement accompanying these Terms and Conditions and sold to the original purchaser thereof (“Subscriber”). Unless otherwise specifically stated in a previously executed written purchase agreement signed by authorized representatives of Provider and Subscriber, these Terms & Conditions of Sale establish the entirety of the rights, obligations and remedies of Provider and Subscriber which apply to this offer and any resulting order or contract for the sale of Provider’s software, goods and or services (“Service Offering/Work”).

APPLICABLE TERMS & CONDITIONS
These Terms & Conditions of Sale are contained directly and/or by reference in Provider's offer, order acknowledgment, Service Offering and Service Level Agreement and any related invoice documents (collectively “Service Offering Agreement”). The first of the following acts constitutes an acceptance of Provider’s offer and not a counteroffer and creates a contract of sale in accordance with these Terms & Conditions: (i) Subscriber’s issuance of professional services agreement against Provider’s offer; (ii) acknowledgement of Subscriber’s order by Provider; or (iii) commencement of any performance by Provider pursuant to Subscriber’s order. Provisions contained in Subscriber’s purchase documents (including electronic commerce interfaces) that are in conflict with, materially alter, add to and/or subtract from the provisions of these Terms & Conditions of Sale, other than as stated in this professional services agreement, are not a part of the Service Offering Agreement.

1. Fees and Payment. Fees charged for the Services Offering/Work are set out in your quotation. All such fees are payable on a net 30 days basis without setoff or counterclaim, and without any deduction or withholding. Provider will notify you if there are any fees charged for new options applicable to the Service Offering/Work or if there are fee increases. Overdue invoices will accrue interest at the rate of 1.5% of the outstanding balance per month

2. Consequences of Breach. Provider may terminate your Service Offering/Work access if you breach, any part of the Services Offering Agreement in a way that: (i) poses a security risk to Provider or any third party, (ii) may adversely impact the Service Offering/Work, Provider or a third party’s operations, (iii) may subject Provider or any third party to liability, or (iv) may be fraudulent; or (v) breaches applicable law or regulation.

Provider will give Subscriber written notice of such breach. If such breach is not corrected in thirty (30) days from receipt of such notice , the Provider may terminate the Service Offering/Work.

2.1. Instead of termination Provider may choose to suspend your right to access or use any portion or all the Service Offering/Work. In such event;
a) you remain responsible for all fees and charges you have incurred through the date of suspension; b) you remain responsible for any applicable Service Offering/Work fees for any modules to which you continue to have access (including hosting, data storage fees or fees for in-process tasks completed after the date of suspension; and c) you will not be entitled to any service credits for any period of suspension.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Provider’s right to suspend Subscriber’s access or use the Service Offering/Work is in addition to Provider’s termination rights set out below.

3. Term and Termination. The Service Offering Agreement becomes effective when the quotation is signed by both Subscriber and Provider. The term of thee Service Offering Agreement shall commence when Provider sends Subscriber login credentials for the Services Offering/Work quoted and is for the length of time stated on the quotation (“Subscription Term”). If not stated in the quote the Subscription Term will be for a yearly term and will automatically renew for successive yearly periods unless a party notifies the other in writing not less than thirty (30) days prior to expiration of intent to not renew.

3.1 Additionally, the Services Offering Agreement shall terminate in each of the following events:
a) Either party may terminate the Service Offering Agreement if the other becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other and is not dismissed within 30 days following commencement thereof.
b) Either party may terminate the Services Offering Agreement for cause upon thirty (30) days advance notice to the other if there is any material default or breach by the other, unless the defaulting party has cured the material default or breach within the thirty (30) day notice period.
c) Termination as set forth in Section 3.

If the Services Offering Agreement subscription is terminated for cause by Subscriber, then Provider shall refund Subscriber any prepaid fees covering the remainder of the Subscription Term after the effective date of termination.

Upon termination for cause by Provider, Subscriber shall pay any unpaid fees covering the remainder of the Subscription Term after the effective date of termination. In no event shall any termination relieve Subscriber of the obligation to pay any fees payable to Provider for the period prior to the effective date of termination.

3.2. Any post-termination assistance additional to that described below is subject to mutual written agreement. a) Generally. Upon any termination of the Services Offering Agreement:
(i) all your rights under immediately terminate;
(ii) you remain responsible for all fees you have incurred through the date of termination, including fees for inprocess tasks completed after the date of termination; (iii) you will immediately return or, if instructed by us, destroy all Confidential Information provided to you by the Provider.
b) Post-Termination Assistance. Following termination:
(i) unless notified otherwise by you, for a period of thirty (90) days following termination we will not erase any of your Content (which is defined to include all information provided by Subscriber through configuration of the Service Offering/Work or any data submitted by the Subscriber, or by any party authorized by the Subscriber to submit data to support or enable the Service Offering/Work) as a result of the termination in order to allow you retrieve your Content; (ii) you may retrieve your Content from the Service Offering/Work only if you have paid all fees due and owed to Provider;
(iii) if more than thirty (90) days post-termination are required for you to retrieve all your Content at no fault of Provider, you will be charged for a month-to-month subscription service for each additional thirty (30) day period you require to retrieve your Content;
(iv) upon retrieval of your Content, you may instruct Provider to destroy all copies of your Content stored on the Service Offering/Work and request Provider to provide certification in writing that all your Content has been destroyed within fifteen (15) days of Provider receiving Subscriber instructions; and (v) Upon termination of this Agreement, at no additional cost to you, Provider shall deliver to you one copy of all Customer Data on one or more Hard Drives or other media agreed to by you. Provider will make available to you for download a file of the relevant Customer Data in an industry standard format (e.g., SQL Backup, CSV, XML, JSON) at time DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B of decommissioning along with attachments in their native format (e.g., PDF, JPEG, etc.). Provider will provide you a copy of all stored data in an unencrypted format or provide you the ability to decipher any data that was obfuscated (encryption, Salts, Hashes or other obfuscation techniques used to secure data). Provider shall retain a copy of your Data for a reasonable period of time (no longer than 90 days) in order to give you an opportunity to verify that all of your Data has been delivered. After such 90 day period, Provider will have no obligation to maintain or provide any such Data and may thereafter, unless legally prohibited, delete your Data

4. Proprietary Rights and Confidentiality.

4.1 Ownership.
a) “Proprietary Information” means any information, technical data or know-how in whatever form, including, but not limited to, documented information, machine readable or interpreted information, information contained in physical components, mask works and artwork, which Provider considers proprietary. All Proprietary Information and intellectual property rights, title and interest, including copyright and trade secret rights in and to anything associated with the Service Offering/Work and the Content remains that of Provider. As between Provider and Subscriber, Subscriber exclusively owns all rights, title and interest in and to all of Subscriber’s Content. No right or license is granted hereby to Subscriber or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent, patent application or other proprietary right of Provider, except for the limited use licenses implied by law. b) Subscriber shall not (i) permit any third party to access the Service Offering/Work except as expressly permitted, (ii) create derivative works based on the Service Offerings, (iii) copy, frame or mirror any part or content of the Services, (iv) reverse engineer the Service Offering/Work, or (v) access the Service Offering/Work in order to build a competitive product or service, or copy any features, functions or graphics of the Service Offering/Work. d) Using the Service Offering it is possible to collect aggregated anonymized data in which all personal identifiers have been removed, such that the information could not reasonably be used to identify an individual, which is collected and stored without association with Personally Identifiable Information (PII) and does not identify Subscriber or any of Subscriber's personnel in any way ("Aggregated Data"). Provider may collect, use and disclose such Aggregated Data for any purposes including for research, analysis, reporting and to further develop the Service Offerings and ancillary services.

Provider has exclusive ownership, use, and distribution rights to such Aggregated Data for any purpose, including, but not limited to, advertising, marketing, and promotion of opportunities to other clients and prospective clients of its Service Offering/Work.

4.2 "Confidential Information" means information concerning any information relating to the business and technology of either party which is not generally available to third parties and which is treated by the parties, in accordance with their policies, as confidential information or a trade secret and specifically includes the Services, either parties Content, business processes, information about either parties customers or users in any manner, shape or form or other like information. For the purposes of this Service Offering, a party disclosing Confidential Information is a Discloser and the party receiving Confidential Information is a Recipient. Confidential Information does not include information which is:
at the time of disclosure, or thereafter becomes part of the public domain without any violation by the Recipient; already in the Recipient’s possession before disclosure of such information to the Recipient by the Discloser; following the date of the signed quotation is furnished to the Recipient by a third party without that third party being in breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and secret; and developed independently by the Recipient without use of Discloser’s Confidential Information as evidenced by reasonably detailed written records.

4.3 Confidentiality. The following terms apply to Confidential Information and the ownership thereof. All Confidential Information is owned by the respective parties. Neither party will, at any time, whether before or after the termination, disclose, furnish, or make accessible to anyone any Confidential Information or permit the occurrence of any of the foregoing. Each party will hold the other's Confidential Information in confidence and will protect each other's Confidential DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B Information with the same degree of care with which it treats its own Confidential Information, but in no case with any less degree than reasonable care. For certainty, Recipient and its customers, employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Provider and will not transfer or disclose it without Providers prior written consent, or use it for the manufacture, procurement, servicing or calibration of Work or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce or otherwise appropriate it without Provider’s prior written consent. Confidential Information may be disclosed to a party only to employees or consultants having a need-to-know provided such parties are bound by confidentiality obligations. If Confidential Information is disclosed inadvertently the disclosing party will immediately notify the other party and will assist the other party in remedying the confidentiality breach. If Confidential Information is required to be disclosed pursuant to a valid subpoena, governmental order, judicial order, California Public Records Act Request or other operation of law the disclosing party will immediately notify the other party and will give the other party ten (10) days to seek a protective order or other similar appropriate remedy in order to limit the Confidential Information disclosure to the extent possible or practicable.

5. Miscellaneous. The parties acknowledge that each is an independent contractor and nothing in this Service Offering Agreement constitutes a joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other capacity.

5.1 Sections 5 and 6 and any other sections that may be reasonably construed as intended to survive shall survive termination of the Service Offering Agreement.

5.2 Upon consent by Provider, this Service Offering Agreement may be used for cooperative procurement by any public or municipal body, entity, agency or institution, If so authorized, and in order to forego a related entity RFP or similar competitive bidding process, the Service Offering Agreement may be extended to such other entities for the procurement of similar products and/or services provided to Subscriber and at fees in accordance with the Service Offering Agreement unless separately negotiated between such other entities and Provider. Further related entities participating in a cooperative procurement process shall place their own orders directly with Provider. Provider and such other entities will fully and independently administer their own separate contracting processes but all in accordance with substantially similar contracting processes as set out in this Service Offering Agreement.

6. Prices. All prices, unless stated otherwise, are in U.S. dollars and are based on delivery as stated above unless otherwise quoted by Provider. Prices do not include any charges for services such as insurance; brokerage fees; sales, use, inventory or excise taxes; import or export duties; special financing fees; VAT, income or royalty taxes imposed outside the U.S.; consular fees; special permits or licenses; or other charges imposed upon the production, sale, distribution, or delivery of the Work. Subscriber will either pay all such charges or provide Provider with acceptable exemption certificates, which obligation survives performance under this Service Offering Agreement.

7. Limited Warranty. Provider warrants that the Service Offering/Work sold hereunder will be free from defects in material and workmanship and will, when used in accordance with the manufacturer’s operating and maintenance instructions, conform to any express written warranty pertaining to the specific Service Offering/Work purchased.

Provider warrants that Work furnished hereunder will be free from defects in workmanship for a period of ninety (90) days from the completion of the Work. Parts provided by Provider in the performance of services may be new or refurbished parts functioning equivalent to new parts. Any non-functioning parts that are repaired by Provider shall become the property of Provider. All other guarantees, warranties, conditions and representations, either express or implied, whether arising under any statute, law, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are hereby excluded. The sole remedy for Service Offering/Work not meeting this Limited Warranty is at Provider’s option: repair, replacement, or credit or refund of the purchase price. This remedy will not be deemed to have failed of its essential purpose so long as Provider is willing to provide such replacement, credit or refund.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

8. Indemnification. All indemnification obligations imposed upon Provider are limited to the extent of those damages proportionately caused by Provider’s breach of the Service Offering Agreement, negligence, wrongful conduct, or violations of law. In no case is Provider liable for any damages caused by negligence, misuse or misapplication of Service Offering/Work by others. Subscriber without qualification shall defend, indemnify and hold harmless Provider against all damages to the extent cause by misuse or misapplication of Service Offering/Work, breach of this Service Offering Agreement, negligence, wrongful conduct, or violations of law by Subscriber or its affiliates or those employed by, controlled by or in privity with them..

9. Patent Protection. Subject to the limitations of liability provided below in Section 14, Provider will, with respect to any Service Offering/Work of Provider’s design or manufacture, indemnify and defend Subscriber from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any Canadian or U.S. patent (or European patent for Service Offering/Work that Provider sells to Subscriber for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of any Service Offering/Work sold to Subscriber hereunder and from reasonable expenses incurred by Subscriber in defense of such suit if Provider does not undertake the defense thereof, provided that Subscriber promptly notifies Provider of such suit and offers Provider either (i) full and exclusive control of the defense of such suit when Service Offering/Work of Provider only are involved, or (ii) the right to participate in the defense of such suit when products other than those of Provider are also involved. Provider’s indemnification obligations hereunder shall not apply for patent infringement related to (a) any Service Offering/Work or goods manufactured to the Subscriber’s design, (b) software or services provided in accordance with the Subscriber’s instructions, or (c) Provider’s Service Offering/Work when used in combination with any other devices, parts or software not provided by Provider hereunder. Provider’s warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Service Offering/Work according to their applications as envisioned by Provider’s specifications. In case the Service Offering/Work are in such suit held to constitute infringement and the use of the Work is enjoined, Provider will, at its own expense and at its option, either procure for Subscriber the right to continue using such Service Offering/Work or replace them with non-infringing software, services, and/or products, or modify them so they become non-infringing, or remove the Service Offering/Work and refund the purchase price (prorated for depreciation) and the transportation costs thereof. .

10. Software and Data. All licenses to Provider’s separately provided software products are subject to the separate software license agreement(s) accompanying the software media. Except to the extent such express licenses conflict with the remainder of this paragraph, the following also applies relative to Provider’s software: Provider grants Subscriber only a personal, non-exclusive license to access and use the software provided by Provider with the Service Offering/Work purchased hereunder solely as necessary for Subscriber to enjoy the benefit of the Service Offering/Work. A portion of the software may contain or consist of open-source software, which Subscriber may use under the terms and conditions of the specific license under which the open-source software is distributed. Subscriber agrees that it will be bound by all such license agreements. Title to software remains with the applicable licensor(s). In connection with Subscriber’s use of the Service Offering/Work, Provider may obtain, receive, or collect data or information, including data produced by the Service Offering/Work. In such cases, Subscriber grants Provider a non-exclusive, worldwide, royalty-free, perpetual, nonrevocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of such data, or to aggregate such data for use in an anonymous manner, solely to facilitate marketing, sales and R&D activities of Provider and its affiliates.

11. Export and Import Licenses and Compliance with Laws and Related Company Policies.

Unless otherwise specified in this Service Offering Agreement, Subscriber is responsible for obtaining any required export or import licenses. Provider represents that all Service Offerings/Work delivered hereunder will be produced and supplied in compliance with all applicable laws and regulations. Subscriber will comply with all laws and regulations applicable to the installation or use of all such Service Offerings/Work, including applicable import and export control laws and regulations of the U.S., E.U., and any other country having proper jurisdiction, and will obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all Work and technology delivered hereunder.

Subscriber will not sell, transfer, export or re-export any Provider Service Offering/Work or technology for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Provider Service Offerings/Work or technology in any facility which engages in activities relating to such DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B weapons. Subscriber will comply with all local, national, and other laws of all jurisdictions globally relating to anticorruption, bribery, extortion, kickbacks, or similar matters which are applicable to Subscriber’s business activities in connection with this Service Offering Agreement, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Subscriber agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Subscriber or for Provider, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Subscriber’s activities related to this Service Offering Agreement. Provider asks Subscriber to “Speak Up!” if aware of any violation of law, regulation or our Code of Conduct (“Code of Conduct”) in relation to this Service Offering.

See http://danaher.com/integrity-and-compliance and www.danaherintegrity.com for a copy of the Code and for access to our Helpline portal.

12. Force Majeure. Provider is excused from performance of its obligations under this Service Offering Agreement to the extent caused by acts or omissions that are beyond its control, including but not limited to Government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or import license or the suspension or revocation thereof, or any other acts of any Government; fires, floods, severe weather conditions, or any other acts of God; quarantines; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Provider by third parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of time equal to the period of delay. If the force majeure circumstances extend for six months, Provider may, at its option, terminate any part of or all of this Service Offering Agreement without penalty and without being deemed in default or in breach thereof.

13. Non-Assignment and Waiver. Subscriber will not transfer or assign this Service Offering Agreement or any rights or interests hereunder without Provider’s prior written consent. Failure of either party to insist upon strict performance of any provision of this Service Offering Agreement, or to exercise any right or privilege contained herein, or the waiver of any breach of the terms or conditions of this Service Offering Agreement will not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same will continue and remain in force and effect as if no waiver had occurred.

14. Limitation of Liability. Provider, its affiliates, subsidiaries, and each of their respective directors, officers, members, partners, and/or employees (individually, a “Provider Indemnified Party” and collectively, the “Provider Indemnified Parties”) will not be liable to Subscriber under any circumstances for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the Work purchased hereunder; damages incurred in installation, repair or replacement; lost profits, revenue or opportunity; loss of use; losses resulting from or related to downtime of the products or inaccurate measurements or reporting; the cost of substitute products; or claims of Subscriber’s customers for such damages, howsoever caused, and whether based on warranty, contract, and/or tort (including negligence, strict liability or otherwise). The total liability of the Provider Indemnified Parties arising out of the performance or non-performance hereunder or Provider’s obligations in connection with the design, manufacture, sale, delivery, and/or use of the Service Offering/Work will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Provider for any Service Offering/Work delivered hereunder

15. Applicable Law and Dispute Resolution. The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of California, United States of America, without regard to its principles or laws regarding conflicts of laws. If any provision of this Service Offering Agreement violates any Federal, State or local statutes or regulations of any countries having jurisdiction of this transaction, or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. Unless otherwise specifically agreed upon in writing between Provider and Subscriber, any dispute relating to this Service Offering agreement which is DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B not resolved by the parties shall be adjudicated in order of preference by a court of competent jurisdiction (i) in the Superior Court of the County of San Luis Obispo, State of California, United States of America, ,

16. Funds Transfers. Subscriber and Provider both recognize that there is a risk of banking fraud when individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk, Subscriber must verbally confirm any new or changed bank transfer or mailing instructions by calling Provider and speaking with Provider’s accounts receivable contact before mailing or transferring any monies using the new instructions. Both parties agree that they will not institute mailing or bank transfer instruction changes and require immediate payment under the new instructions but will instead provide a ten (10) day grace period to verify any payment instruction changes before any new or outstanding payments are due using the new instructions.

17. Entire Agreement & Modification. These Terms & Conditions of Sale and accompanying software or service agreement constitute the entire agreement between the parties and supersede any prior agreements or representations, whether oral or written. No change to or modification of these Terms & Conditions shall be binding upon Provider unless in a written instrument specifically referencing that it is amending these Terms & Conditions of Sale and signed by an authorized representative of Provider. Provider rejects any additional or inconsistent Terms & Conditions of Sale offered by Subscriber at any time, whether or not such terms or conditions materially alter the Terms & Conditions herein and irrespective of Provider’s acceptance of Subscriber’s order for the described Service Offering/Work.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B

Page 10 ends

EXHIBIT B

PROFESSIONAL CONSULTANT SERVICES

CITY OF GROVER BEACH

DISCLOSURE OF CONFLICT OF INTEREST
Explanation:

Signature
Date
Name
Company
Address
Additional page(s) attached.

City, State, Zip
YES* NO
1 Are you currently in litigation with the City of Grover Beach or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Grover Beach?
3 Do you currently represent or perform work for any clients who do business with the City of Grover Beach?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Grover Beach, or in a business which is in litigation with the City of Grover Beach? 5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Grover Beach employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? * If the answer to any question is yes, please explain in full below.

DocuSign Envelope ID: 2759CD0E-0F0E-4369-A593-B26CAB238C7B 1999 Broadway # 830
X
X
David Stadelmann
Denver, CO 80202
Aquatic Informatics (Sedaru)
X
N/A
7/14/2023
X
X
X

Grover Beach City CouncilJuly 24, 2023

Grover Beach City Council
July 24, 2023